Contract analysis

1. Transaction Documents Examined In rendering the opinions set forth herein, we have examined the following documents (collectively, the "Loan Documents" or "Transaction Documents"):

1. Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the several banks and other financial institutions and lend

2. Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which NMS and the other Guarantors have jointly and severally guaranteed the Borrower's obligations under the Credit Agreement and the other Loan Documents.

3. Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Borrower, the Guarantors party thereto (including NMS), and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which NMS and the other grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in substantially all of their pers

5. UCC-1 Financing Statement in the form to be filed with the Office of the Secretary of State of the State of Illinois, naming Nexford Manufacturing Services, LLC as Debtor and Crescent Harbor Bank, N.A. as Secured Party (the "NMS UCC-1").

6. Deposit Account Control Agreements dated as of March 28, 2025 (collectively, the "DACAs"), entered into by and among Nexford Manufacturing Services, LLC, Crescent Harbor Bank, N.A., as Collateral Agent, and the applicable depository institutions, with respect to the operating deposit accounts of NMS maintained at such depository institutions.

7. Intercompany Note dated as of March 28, 2025 (the "Intercompany Note"), issued by the Borrower to NMS and pledged to Crescent Harbor Bank, N.A. as Collateral Agent pursuant to the Security Agreement. Items 2 through 7 above are collectively referred to herein as the "Illinois Loan Party Documents." The Credit Agreement and the Illinois Loan Party Documents are collectively referred to herein as the "Reviewed Docum

2. Other Documents and Records Examined In addition to the Reviewed Documents, we have also examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, records, and certificates: (a) A Certificate of Good Standing for Nexford Manufacturing Services, LLC issued by the Office of the Secretary of State of the State of Illinois, dated March 24, 2025 (i.e.,

3. Assumptions In rendering the opinions set forth below, we have assumed the following, in each case without independent investigation or verification, and no opinion is expressed with respect to any of the following matters: 3.1 Genuineness and Authenticity. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies conform to the authentic originals th

4. Opinions Based upon the foregoing, and subject to the assumptions set forth in Section 3 above, the qualifications and limitations set forth in Section 5 below, and the other matters stated herein, we are of the opinion that: 4.1 Due Organization and Good Standing Nexford Manufacturing Services, LLC is a limited liability company that has been duly organized, is validly existing, and is in good standing under the

5. Qualifications and Limitations The opinions set forth in Section 4 above are subject to, and limited and qualified by, the following: 5.1 Enforceability Qualifications The opinions expressed herein as to the enforceability of the Illinois Loan Party Documents against NMS are subject to and limited by: (a) Bankruptcy and Insolvency Laws. Applicable bankruptcy, insolvency, reorganization, moratorium, receivership, a

6. Reliance and Benefit This opinion letter is delivered solely for the benefit of Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement, the Lenders party to the Credit Agreement, and each other Secured Party as defined in the Credit Agreement (collectively, the "Opinion Recipients"). This opinion letter is delivered pursuant to the express requirements

7. Governing Law of This Opinion Letter This opinion letter shall be governed by, and construed in accordance with, the laws of the State of Illinois (without giving effect to any choice-of-law or conflict-of-law rules that would cause the application of the laws of any jurisdiction other than the State of Illinois). The interpretation of the opinions and statements expressed herein shall be determined in accordance