Contract analysis

I. Introduction We have acted as New York counsel to Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), and each of the Guarantors identified on Schedule I hereto (collectively with the Borrower, the "Loan Parties"), in connection with the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among (i) Nexford Industrial Hol

II. Opined-Upon Documents We have reviewed the following documents (collectively, the "Loan Documents"):

2. The Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent (the "Guarantee Agreement");

3. The Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent (the "Security Agreement");

4. The Holdings Pledge Agreement dated as of March 28, 2025, between Granite Peak NIH Holdings, LLC and Crescent Harbor Bank, N.A., as Collateral Agent (the "Holdings Pledge Agreement");

5. The Borrower Pledge Agreement dated as of March 28, 2025, between Nexford Industrial Holdings Inc. and Crescent Harbor Bank, N.A., as Collateral Agent (the "Borrower Pledge Agreement");

6. Each Subsidiary Pledge Agreement dated as of March 28, 2025, between the applicable Subsidiary Guarantor and Crescent Harbor Bank, N.A., as Collateral Agent (collectively, the "Subsidiary Pledge Agreements");

7. The CFC Holdco Limited Pledge Agreement dated as of March 28, 2025, between Nexford International Holdings, Inc. and Crescent Harbor Bank, N.A., as Collateral Agent (the "CFC Pledge Agreement");

8. The intellectual Property Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent (the "IP Security Agreement"); and

9. The Intercreditor Agreement dated as of March 28, 2025, among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as Unsecured Notes Trustee, and Nexford Industrial Holdings Inc. (the "Intercreditor Agreement"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Credit Agreement.

III. Documents Examined In connection with rendering the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following: (a) Executed copies of each of the Loan Documents; (b) The Certificate of Incorporation of Nexford Industrial Holdings Inc., as amended to date, as certified by the Secretary of State of the State of Delaware on March 24, 202

IV. Assumptions In rendering the opinions set forth herein, we have assumed the following, without independent investigation or verification:

1. The genuineness of all signatures, other than the signatures of officers and authorized representatives of the Loan Parties on the Loan Documents.

2. The authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies, whether certified, conformed, facsimile, electronic, or otherwise.

3. That each party to the Loan Documents (other than the Loan Parties) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has the requisite organizational power and authority to conduct its business as currently conducted.

4. That each party to the Loan Documents (other than the Loan Parties) has the requisite corporate, limited liability company, or other organizational power, authority, and legal right to execute, deliver, and perform its respective obligations under the Loan Documents to which it is a party, and that such execution, delivery, and performance have been duly authorized by all necessary action on the part of such party

5. That the Loan Documents have been duly authorized, executed, and delivered by each party thereto other than the Loan Parties, and that each such party has taken all organizational action necessary to authorize such execution, delivery, and performance.

6. That the Loan Documents constitute the legal, valid, and binding obligations of each party thereto other than the Loan Parties, enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

7. That the choice of the laws of the State of New York as the governing law of each of the Loan Documents is a valid and effective choice of law under all relevant conflict of laws rules other than those of the State of New York (as to which we opine below).

8. That the Administrative Agent, the Collateral Agent, each Lender, and each Arranger has acted in good faith and without notice of any defense against the enforcement of any rights created by, or any claim to any property or interests that are the subject of, the Loan Documents, and that no such party has engaged in any conduct that would give rise to a defense of estoppel, laches, waiver, or similar defense agains

9. That the factual matters set forth in the Officer's Certificate, the Secretary's Certificate, and the Back-Up Certificate (including, without limitation, factual representations regarding the absence of litigation, the identity and authority of officers, and the completeness of the list of material agreements) are true, correct, and complete in all material respects as of the date hereof, and that such certificate

10. That there has been no mutual mistake of fact or misunderstanding, fraud, duress, undue influence, or other circumstances that would render any Loan Document or the transactions contemplated thereby void or voidable at the instance of any party.

V. Opinions Based upon and subject to the foregoing, and subject to the qualifications, limitations, exceptions, and other matters set forth herein, we are of the opinion that: A. Organization and Good Standing Nexford Industrial Holdings Inc. is a corporation validly existing under the laws of the State of Delaware. With respect to this opinion, we note that we have relied upon, and our opinion is subject to, the op

I. No Governmental Approvals Required No consent, approval, authorization, order, registration, qualification, or filing of or with any governmental authority of the State of New York or under the federal laws of the United States of America is required for the execution, delivery, or performance by any Loan Party of the Loan Documents to which such Loan Party is a party, or for the consummation of the transactions c

VI. Reliance on Other Counsel We have relied, with your consent, upon the opinions of the following counsel delivered separately and simultaneously herewith: (a) Briarcliff Legal Group PA (Catherine Ellsworth, lead partner), 1000 North King Street, Wilmington, Delaware 19801, as to matters of Delaware law, including the due organization, valid existence, good standing, corporate and limited liability company power an

VII. Qualifications and Limitations A. Enforceability Qualifications The opinions expressed herein with respect to the enforceability of the Loan Documents are subject to the following qualifications (collectively, the "Enforceability Qualifications"):

1. Bankruptcy and Insolvency Qualification. The enforceability of each Loan Document may be limited by, and is subject to the effect of, applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, witho

2. Equitable Principles Qualification. The enforceability of each Loan Document is subject to the effect of general principles of equity (whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of wheth

3. Guaranty-Specific Limitations. With respect to the Guarantee Agreement and the guaranty obligations of the Guarantors thereunder, the enforceability of such obligations may be limited by applicable laws relating to: (i) fraudulent transfer and fraudulent conveyance, including, without limitation, Sections 548 and 544(b) of the Bankruptcy Code and applicable provisions of the Uniform Voidable Transactions Act (form

VIII. Additional Limitations This opinion letter is limited in all respects to the laws of the State of New York and the federal laws of the United States of America, in each case as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the State of Delaware, the State of Illinois, the Commonwealth of Pennsylvania, the State of South Carolina, the

1. Indenture dated as of November 8, 2021, among Nexford Industrial Holdings Inc., the guarantors party thereto, and Pinnacle Trust Company, as Trustee, relating to $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (together with all supplemental indentures thereto as of the date hereof).

2. Credit Agreement dated as of June 14, 2019, among Nexford Industrial Holdings Inc., the guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent, and the lenders party thereto, as amended by: (a) the First Amendment to Credit Agreement dated as of March 20, 2020; (b) the Second Amendment to Credit Agreement dated as of November 8, 2021; (c) the Third Amendment to Credit Agreement dated as of Ap

3. Such other material contracts, agreements, and instruments as were disclosed in the Back-Up Certificate delivered by the Borrower on the date hereof, including all contracts required to be disclosed pursuant to Section 4.01(a)(vii)(C) of the Credit Agreement. [Remainder of Page Intentionally Left Blank; Signature Page Follows] Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Name: Claudia Merritt Title: Pa