Contract analysis

I. DOCUMENTS EXAMINED AND RELIANCE In connection with the preparation of this opinion letter, we have examined the following documents, records, certificates, and instruments:

1. The Asset Purchase Agreement, dated as of April 2, 2024 (execution version), by and between the Borrower and the Seller, together with all schedules, exhibits, and disclosure schedules thereto;

2. The Credit Agreement and each of the other Financing Documents, including the Security Agreement, the Pledge Agreement, each Mortgage (if any), each Guaranty, and each other Loan Document executed and delivered in connection therewith;

3. The Escrow Agreement, dated as of June 30, 2024, among the Borrower, the Seller, and Commonwealth Trust & Escrow Company, as Escrow Agent;

4. The Earnout Agreement, dated as of June 30, 2024, between the Borrower and the Seller;

5. The Bill of Sale, dated as of June 30, 2024, from the Seller to the Borrower;

6. The Assignment and Assumption Agreement, dated as of June 30, 2024, between the Seller and the Borrower;

7. The intellectual Property Assignment Agreement, dated as of June 30, 2024, between the Seller and the Borrower;

8. The Transition Services Agreement, dated as of June 30, 2024, between the Seller and the Borrower;

9. The Certificate of Incorporation of Ardent Healthcare Acquisition Corp., as filed with the Secretary of State of the State of Delaware on January 22, 2024 (Delaware File No. 7129384), together with all amendments and restatements thereof;

10. The Bylaws of Ardent Healthcare Acquisition Corp., as currently in effect;

11. The Certificate of Limited Partnership of Ardent Capital Partners III LP, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto (EIN 87-6543210);

12. The Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, dated as of March 15, 2022, as amended by that certain First Amendment to the Amended and Restated Agreement of Limited Partnership, dated as of November 8, 2023, and that certain Second Amendment thereto, dated as of February 14, 2024 (collectively, the "LP Agreement");

13. The Certificate of Formation of Ardent Capital Management LLC, a Delaware limited liability company, which serves as the general partner of the Parent (the "General Partner"), as filed with the Secretary of State of the State of Delaware;

14. The Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC, as currently in effect (the "GP Operating Agreement");

15. Resolutions of the Board of Directors of Ardent Healthcare Acquisition Corp. authorizing the Transaction, including without limitation the execution, delivery, and performance of the APA, the Credit Agreement, the other Financing Documents, and each of the other Transaction Documents, adopted by unanimous written consent of the Board of Directors dated as of March 28, 2024, and supplemental resolutions adopted by

16. Resolutions and written consents of Ardent Capital Management LLC, acting in its capacity as General Partner of the Parent, authorizing the execution, delivery, and performance by the Parent of the Guaranty and each of the other Financing Documents to which the Parent is a party, adopted by unanimous written consent dated as of June 26, 2024 (the "GP Consents");

17. A Certificate of Good Standing for Ardent Healthcare Acquisition Corp. issued by the Secretary of State of the State of Delaware, dated June 27, 2024;

18. A Certificate of Good Standing for Ardent Capital Partners III LP issued by the Secretary of State of the State of Delaware, dated June 27, 2024;

19. A Certificate of Good Standing for Ardent Capital Management LLC issued by the Secretary of State of the State of Delaware, dated June 27, 2024;

20. Officer's Certificates of the Borrower delivered at the closing of the Transaction on June 30, 2024, including the certificate delivered pursuant to Section 7.2(d) of the APA and the certificate delivered pursuant to Section 4.01(g) of the Credit Agreement;

21. The Secretary's Certificate of the Borrower (Ardent Healthcare Acquisition Corp.), dated June 30, 2024, certifying as to (a) the Board Resolutions, (b) the incumbency and specimen signatures of the officers of the Borrower executing the Transaction Documents, (c) the Certificate of Incorporation and Bylaws of the Borrower, and (d) the good standing of the Borrower under the laws of the State of Delaware (the "Sec

22. UCC financing statement search results for Ardent Healthcare Acquisition Corp. and Ardent Capital Partners III LP, conducted in the following jurisdictions: (a) the Delaware Secretary of State, (b) New York State Department of State, and (c) Knox County, Tennessee, each dated within ten (10) business days of the date hereof;

23. Federal and state tax lien, judgment lien, and pending litigation search results for Ardent Healthcare Acquisition Corp. and Ardent Capital Partners III LP in the jurisdictions of the State of Delaware and the State of New York, each dated within ten (10) business days of the date hereof; and

24. Such other documents, certificates, records, agreements, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of rendering the opinions set forth herein. In our examination of the foregoing documents and in rendering the opinions expressed herein, we have assumed, without independent verification, the accuracy and completeness of all certificates and statements of fact provi

II. ASSUMPTIONS In rendering the opinions set forth herein, we have assumed, with your consent and without independent investigation or verification: (a) The genuineness and authenticity of all signatures on all documents examined by us (other than the signatures of the Borrower and the Parent, as to which we express the opinions set forth below), the authenticity of all documents submitted to us as originals, and th

III. OPINIONS Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exclusions set forth in Sections IV and V below, we are of the opinion that: 3.1 Valid Existence and Good Standing — Ardent Healthcare Acquisition Corp. Ardent Healthcare Acquisition Corp. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.

IV. ENFORCEABILITY QUALIFICATIONS The enforceability opinions set forth in Section 3.6 above, and any other opinions in this letter that address the enforceability of any agreement, instrument, or obligation, are subject to and limited by (collectively, the "Enforceability Qualifications"): (a) Applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent transfer, fraudulen

V. QUALIFICATIONS, LIMITATIONS, AND EXCLUSIONS The opinions expressed in this letter are subject to the following qualifications, limitations, and exclusions:

1. Jurisdictional Limitation. The opinions expressed herein are limited to (a) the laws of the State of New York, (b) the General Corporation Law of the State of Delaware (Title 8, Chapter 1 of the Delaware Code), (c) the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.), (d) the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101 et seq.), and (e) the applicable federal laws of t

2. Excluded Subject Matters. Without limiting the generality of the foregoing, we do not express any opinion herein as to: (a) The laws of the State of Tennessee, including without limitation insofar as such laws may govern the Employment Agreements and Non-Competition Agreements entered into between the Borrower and each of Dr. Randall J. Whitfield, M.D. and Elaine Whitfield-Torres, which we understand are governed

4. Date of Opinion; No Obligation to Update. This opinion letter speaks only as of its date, June 30, 2024. We assume no obligation, and hereby disclaim any obligation, to update, supplement, revise, or reaffirm this opinion letter to reflect any facts, circumstances, changes in law or regulation, or events occurring or coming to our attention after the date hereof, regardless of whether any such fact, circumstance,

VI. RELIANCE AND BENEFIT This opinion letter is furnished solely for the benefit of the Addressees — that is, Pinnacle National Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, and each of the Lenders party to the Credit Agreement (Horizon Commercial Lending Corp., Tidewater Savings Bank, N.A., and Great Plains Capital Partners LLC) — in connection with the Credit Agreement and the tran