Contract analysis

1. Defined Terms 1.1 Transaction Documents Referenced For purposes of this opinion, the following terms have the meanings set forth below: "Credit Agreement" means the Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securi

2. Documents Examined and Reliance 2.1 Documents Reviewed In connection with rendering the opinions expressed herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents: (a) the Credit Agreement; (b) the Guarantee Agreement dated as of March 28, 2025, among the Guarantors and Crescent Harbor Bank, N.A., as Administrative Agent; (c) each of the Secur

3. UCC-1 Financing Statements The following UCC-1 Financing Statements have been duly authorized and executed by the applicable Grantors and have been filed, or have been submitted for filing, in the respective Filing Offices on March 28, 2025, in each case naming Crescent Harbor Bank, N.A. as Secured Party: Each of the UCC-1 Financing Statements listed above describes the Collateral in terms that are consistent with

4. Opinions Based upon and subject to the foregoing, and subject to the qualifications, assumptions, exceptions, and limitations set forth in Section 5 below, we are of the opinion that: 4.1 Attachment of Security Interests Assuming that each Grantor has rights in the Collateral described in the applicable Security Documents (or acquires such rights contemporaneously with the attachment of the security interests), th

5. Qualifications, Assumptions, Exceptions, and Limitations The opinions expressed herein are subject to the following qualifications, assumptions, exceptions, and limitations: 5.1 General Qualifications (a) Governing Law. This opinion is limited to the laws of the State of New York (including the NY UCC as in effect in the State of New York on the date hereof) and, to the extent relevant solely with respect to the m

6. Limitations on Use and Reliance This opinion is rendered solely for the benefit of: (a) Crescent Harbor Bank, N.A., in its capacities as Collateral Agent and Administrative Agent under the Credit Agreement; (b) each Lender party to the Credit Agreement as of the date hereof, including Ironwood Capital Markets, LLC, Northvane Securities, Inc., Ridgeline Asset Management, LP, Halcyon Credit Partners, LLC, Verdant In