Contract analysis

1. Documents Examined; Loan Documents Defined In connection with the opinions expressed herein, we have examined executed originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Loan Documents"):

1. The Credit Agreement dated as of May 4, 2023 (effective May 19, 2023), among the Borrowers, the Guarantors, the Lenders, and the Agent.

2. The Guaranty Agreement dated as of May 4, 2023 (the "Guaranty Agreement"), executed by CDC, COS, and CFS (each as a "Guarantor" and collectively as the "Guarantors") in favor of the Agent for the benefit of the Secured Parties (as defined in the Credit Agreement).

3. The Security Agreement dated as of May 4, 2023 (the "Security Agreement"), among the Loan Parties, as Grantors, and the Agent, as Collateral Agent for the benefit of the Secured Parties.

4. The Pledge Agreement dated as of May 4, 2023 (the "Pledge Agreement"), by CRH (pledging 100% of the issued and outstanding equity interests in CROC) and by CROC (pledging 100% of the issued and outstanding equity interests in each of CDC, COS, and CFS, and 65% of the voting equity interests in Cascade Retail Canada ULC, a British Columbia unlimited liability company), in each case in favor of the Agent, as Collate

5. Revolving Loan Promissory Note dated May 4, 2023, executed by the Borrowers in the stated principal amount of $135,000,000, payable to the order of Crescent Harbor Bank, N.A.

6. Revolving Loan Promissory Note dated May 4, 2023, executed by the Borrowers in the stated principal amount of $90,000,000, payable to the order of Northgate Capital Bank.

7. Revolving Loan Promissory Note dated May 4, 2023, executed by the Borrowers in the stated principal amount of $75,000,000, payable to the order of Bridgevale Financial Corporation.

8. Swingline Promissory Note dated May 4, 2023, executed by the Borrowers in the stated principal amount of up to $25,000,000, payable to the order of Crescent Harbor Bank, N.A., in its capacity as Swingline Lender.

9. The Perfection Certificate dated May 4, 2023 (the "Perfection Certificate"), executed by each of the Loan Parties and delivered to the Agent.

10. Each Deposit Account Control Agreement dated May 19, 2023 (collectively, the "DACAs"), including the following: (a) Deposit Account Control Agreement among CRH, as account holder, Meridian Trust Company, N.A. (1001 Fourth Avenue, Suite 500, Seattle, Washington 98154), as depository bank, and the Agent, as Collateral Agent; (b) Deposit Account Control Agreement among CROC, as account holder, and Crescent Harbor Ba

2. Other Documents and Items Examined In addition to the Loan Documents, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents and other items:

1. The Certificate of Incorporation of CRH (including all certificates of amendment and certificates of designations thereto), as certified by the Secretary of State of the State of Delaware as of a recent date.

2. The Bylaws of CRH, as currently in effect, as certified by the Secretary of CRH.

3. The Certificate of Formation of CROC, as certified by the Secretary of State of the State of Delaware as of a recent date.

4. The Limited Liability Company Agreement of CROC, as currently in effect, as certified by an authorized representative of CROC.

5. The Certificate of Incorporation of CDC (including all certificates of amendment thereto), as certified by the Secretary of State of the State of Delaware as of a recent date.

6. The Bylaws of CDC, as currently in effect, as certified by the Secretary of CDC.

7. The Certificate of Formation of COS, as certified by the Secretary of State of the State of Washington as of a recent date.

8. The Operating Agreement of COS, as currently in effect, as certified by an authorized representative of COS.

9. The Certificate of Incorporation of CFS (including all certificates of amendment thereto), as certified by the Secretary of State of the State of Delaware as of a recent date.

10. The Bylaws of CFS, as currently in effect, as certified by the Secretary of CFS.

11. Resolutions of the Board of Directors of CRH, duly adopted at a meeting held on February 27, 2023, authorizing the execution and delivery of the Loan Documents and the consummation of the transactions contemplated thereby, including the borrowing under the ABL Facility in an aggregate principal amount of up to $300,000,000, and designating Nathaniel Voss (Chief Executive Officer) and Elena Kowalski (Chief Financi

12. Member resolutions of CROC, duly adopted by written consent of its sole member, authorizing the execution, delivery, and performance by CROC of the Loan Documents to which CROC is a party and the transactions contemplated thereby, as certified by an authorized representative of CROC.

13. Resolutions of the Board of Directors of CDC and CFS, and member resolutions of COS, in each case duly adopted and authorizing the execution, delivery, and performance by each such Guarantor of the Guaranty Agreement, the Security Agreement, and the other Loan Documents to which such Guarantor is a party, as certified by the respective Secretary's Certificates or authorized representative certificates of each suc

14. Secretary's Certificates (including incumbency certificates) of CRH, CROC, CDC, COS, and CFS, each dated May 19, 2023, certifying as to the incumbency and specimen signatures of the officers or authorized representatives of each Loan Party who executed the Loan Documents on behalf of such Loan Party.

15. Officer's Certificate of the Borrower dated May 19, 2023, executed by Elena Kowalski, Chief Financial Officer of CRH, certifying as to, among other things, the accuracy and completeness of the representations and warranties set forth in the Credit Agreement, the absence of any default or event of default thereunder, and compliance with the conditions precedent to the initial extensions of credit under the Credit

16. Good standing certificates for each Loan Party from the relevant Secretary of State, as follows: (a) certificates of good standing for CRH, CROC, CDC, and CFS, each issued by the Secretary of State of the State of Delaware; and (b) a certificate of good standing for COS issued by the Secretary of State of the State of Washington, each dated within five (5) business days of the date hereof.

17. UCC-1 financing statements filed with the applicable filing offices, as follows: (a) UCC-1 financing statement filed with the Secretary of State of the State of Delaware naming CRH as debtor and Crescent Harbor Bank, N.A., as Collateral Agent, as secured party (filing no. 2023-1947291); (b) UCC-1 financing statement filed with the Secretary of State of the State of Delaware naming CROC as debtor and Crescent Harb

18. UCC, tax lien, and judgment search results for each Loan Party in their respective jurisdictions of organization, as conducted by Capitol Lien Records & Research, Inc. and delivered to us on or about May 15, 2023 (collectively, the "Lien Search Results").

19. UCC-3 termination statements terminating all existing UCC-1 financing statements of record filed by or on behalf of Harborview Lending Group, LLC, as secured party, against each of the Loan Parties, as applicable, reflecting the termination of all security interests of Harborview Lending Group, LLC in the assets of the Loan Parties.

20. Such other certificates, documents, agreements, corporate and company records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein.

3. Assumptions In rendering the opinions expressed herein, we have, with your consent, assumed the following, without independent investigation or verification:

1. The genuineness of all signatures on all documents examined by us (other than the signatures of the officers and authorized representatives of the Loan Parties, as to which we have relied on the Secretary's Certificates and incumbency certificates described in Section 2 above).

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

3. Each natural person who executed any of the Loan Documents on behalf of any party thereto (other than the Loan Parties) had the legal capacity to do so at the time of execution.

4. Each party to the Loan Documents (other than the Loan Parties) is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of organization or formation, and is duly qualified to do business in each jurisdiction where the conduct of its business or the ownership or leasing of its properties requires such qualification.

5. Each party to the Loan Documents (other than the Loan Parties) has full power, authority, and legal right to execute, deliver, and perform its respective obligations under each of the Loan Documents to which it is a party, and such execution, delivery, and performance have been duly authorized by all requisite action on the part of such party.

6. Each of the Loan Documents has been duly authorized, executed, and delivered by each party thereto (other than the Loan Parties) and constitutes the legal, valid, and binding obligation of each such party.

7. Each of the Loan Documents constitutes the legally valid and binding obligation of each party thereto (other than the Loan Parties), enforceable against each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity.

8. The Credit Agreement and the related Loan Documents accurately describe the understanding and agreement of the parties thereto with respect to the transactions contemplated thereby, and no terms or conditions exist with respect to such transactions that are not reflected in the Loan Documents.

9. There has been no mutual mistake of fact or misunderstanding, fraud, duress, or undue influence with respect to any of the Loan Documents or the transactions contemplated thereby.

10. The proceeds of the loans made under the Credit Agreement will be used for lawful and proper corporate purposes of the Borrowers, including working capital and general corporate purposes, and not in violation of Regulations T, U, or X of the Board of Governors of the Federal Reserve System (12 C.F.R. Parts 220, 221, and 224, respectively), and no portion of such proceeds will be used, directly or indirectly, to p

11. Each Loan Party has filed all required federal, state, and local tax returns and has paid all taxes, assessments, and governmental charges due and payable by it, except as disclosed in the Officer's Certificate or the Credit Agreement.

12. All factual matters stated in the Officer's Certificate dated May 19, 2023, the Secretary's Certificates dated May 19, 2023, the Perfection Certificate dated May 4, 2023, and all other certificates and documents delivered by the Loan Parties to us or to the Agent in connection with the transactions contemplated by the Credit Agreement are true, correct, and complete as of the date hereof, and no facts or circumst

13. The description of the collateral contained in the Security Agreement and in each UCC-1 financing statement referenced in Section 2(17) above is sufficient under Article 9 of the Uniform Commercial Code, as in effect in the applicable jurisdiction, to create and perfect a security interest in the personal property described therein, and such descriptions reasonably identify the collateral within the meaning of Se

14. Value has been given by the Lenders for the security interests granted under the Security Agreement and the Pledge Agreement, and each Loan Party has rights in the collateral described therein or the power to transfer rights therein to the Agent, as Collateral Agent, within the meaning of Section 9-203 of the Uniform Commercial Code.

4. Opinions Based upon and subject to the foregoing, and subject further to the qualifications and exceptions set forth in Section 5 below, we are of the opinion that: 4.1 Due Organization and Good Standing (a) CRH is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. (b) CROC is a limited liability company duly formed, validly existing, and in good standi

5. Qualifications and Exceptions The opinions expressed herein are subject to the following qualifications and exceptions: 5.1 Bankruptcy and Insolvency Qualification The enforceability opinions expressed in Section 4.5 above and elsewhere in this opinion letter are subject to and limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent conveyance, fraudu

6. Reliance and Other Matters This opinion letter is furnished solely for the benefit of the addressees hereof—namely, Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, and each Lender party to the Credit Agreement as of the date hereof (Crescent Harbor Bank, N.A., Northgate Capital Bank, and Bridgevale Financial Corporation)—and their respective permitted successors and assi