Contract analysis

I. LOAN DOCUMENTS As used herein, the term "Loan Documents" refers collectively to the following agreements, instruments, and certificates: (a) Term Loan Agreement — that certain Senior Secured Term Loan Agreement, dated as of July 28, 2022 (the "Term Loan Agreement"), among BCS, as Borrower, Pinnacle National Bank, N.A., as Lender and Administrative Agent, and Meridian Whitcomb LLC, as Collateral Agent, providing fo

II. DOCUMENTS AND ITEMS EXAMINED In connection with the opinions expressed herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, certificates, and records:

1. The Term Loan Agreement (execution version, dated as of July 28, 2022);

2. The Guaranty Agreement (execution version, dated as of July 28, 2022);

3. The Security Agreement (execution version, dated as of July 28, 2022);

4. The Certificate of Incorporation of Brightfield Cloud Services Inc., as filed with the Secretary of State of the State of Delaware, together with all amendments and restatements thereto, as certified by the Secretary's Certificate;

5. The Bylaws of BCS, as currently in effect, together with all amendments thereto, as certified by the Secretary's Certificate;

6. Resolutions of the Board of Directors of BCS, adopted by unanimous written consent dated July 25, 2022, authorizing the execution, delivery, and performance of the Loan Documents, the borrowing of $35,000,000 under the Term Loan Agreement, the granting of a security interest in substantially all of the assets of BCS pursuant to the Security Agreement, and the taking of all actions necessary or advisable in connect

7. An incumbency certificate identifying the authorized officers of BCS, including Marcus Elliston (Chief Executive Officer), Priya Ramanathan (Chief Financial Officer), and Jerome Hartwell (General Counsel and Secretary), together with specimen signatures of each such officer, as certified by the Secretary's Certificate;

8. A Certificate of Good Standing of BCS issued by the Secretary of State of the State of Delaware, dated on or about the Closing Date;

9. Certificates of qualification and/or good standing of BCS issued by the Secretaries of State or equivalent governmental officials of the States of Texas, Arizona, California, and Virginia, each dated on or about the Closing Date;

10. UCC-1 financing statements (File Nos. 2022-0812-0437 and 2022-0812-1029) filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, respectively, in favor of Meridian Whitcomb LLC, as Collateral Agent, naming BCS as debtor;

11. Reports of Uniform Commercial Code, federal and state tax lien, and judgment searches conducted against BCS in the States of Delaware and Texas, delivered by Pemberton Health IT on or about August 10, 2022;

12. A payoff letter from Ridgeline Commercial Bank, dated on or about August 12, 2022, reflecting a payoff amount of $8,237,422.00 (consisting of $8,200,000.00 in outstanding principal and $37,422.00 in accrued and unpaid interest) required to satisfy in full BCS's obligations under that certain Credit Agreement dated as of March 15, 2019, between BCS and Ridgeline Commercial Bank;

13. Evidence of UCC-3 termination statements to be filed by or on behalf of Ridgeline Commercial Bank with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, terminating Ridgeline Commercial Bank's previously filed UCC-1 financing statements against BCS;

14. The Officer's Certificate of Marcus Elliston, Chief Executive Officer of BCS, dated August 12, 2022;

15. The Secretary's Certificate of Jerome Hartwell, General Counsel and Secretary of BCS, dated August 12, 2022;

16. A Pro Forma Compliance Certificate executed by Priya Ramanathan, Chief Financial Officer of BCS, dated August 12, 2022, demonstrating pro forma compliance with the financial covenants set forth in Article VII of the Term Loan Agreement as of the Closing Date after giving effect to the funding of the Term Loan and the application of proceeds thereof (including the payoff of the existing Ridgeline Commercial Bank i

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

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

1. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies conform in all material respects to the originals thereof. All signatures on all documents reviewed by us are genuine and authorized, and all persons who have signed documents in connection with the transactions contemplated by the Loan Documents were, at the time of execution, competent to do

2. Each natural person who executed any document reviewed by us in connection with the rendering of this opinion had, at the time of such execution, the legal capacity to execute such document.

3. Pinnacle National Bank, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with full power and authority to conduct its banking business as presently conducted and to enter into and perform its obligations under the Loan Documents to which it is a party.

4. Meridian Whitcomb LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full power and authority to act as Collateral Agent under the Security Agreement and to enter into and perform its obligations under the Loan Documents to which it is a party.

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

6. The Loan Documents constitute the legal, valid, and binding obligations of each party thereto (other than BCS), enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, and equitable principles.

7. Pinnacle National Bank, N.A. and Meridian Whitcomb LLC have each acted in good faith and without notice of any defense against the enforcement of any rights created by or arising under the Loan Documents, and neither Pinnacle National Bank, N.A. nor Meridian Whitcomb LLC has engaged in any conduct that would give rise to a defense of waiver, estoppel, or similar defense.

8. There are no agreements, instruments, or understandings, whether oral or written, among the parties to the Loan Documents that would modify, amend, supplement, or otherwise alter the terms of the Loan Documents as reviewed by us, and there are no conditions to the effectiveness of the Loan Documents other than as expressly set forth therein.

9. The facts and statements set forth in the Officer's Certificate, the Secretary's Certificate, and the Pro Forma Compliance Certificate are true, correct, and complete in all material respects as of the date hereof, and such certificates accurately reflect the current status of the matters addressed therein.

10. Solara Holdings Group LLC (the Guarantor) has the requisite limited liability company power and authority to execute, deliver, and perform its obligations under the Guaranty and has duly authorized, executed, and delivered the Guaranty. We note that we do not opine on any matters relating to the Guarantor or the enforceability of the Guaranty against the Guarantor. The Guarantor is represented by its own counsel

IV. OPINIONS Based upon the foregoing, and subject in each case to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that: Opinion 1: Due Organization and Good Standing Brightfield Cloud Services Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. BCS has the corporate power and authority to own, le

V. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are subject to and limited by the following qualifications and limitations: A. Enforceability Qualifications The enforceability opinions set forth in Opinion 5 above (and any other opinion expressed herein that relates to the enforceability of any agreement or instrument) are subject to and limited by:

1. Bankruptcy and Insolvency Laws. The effect of applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally, including without limitation the United States Bankruptcy Code (Title 11, United States Code), as amended from time to time, and ap

2. General Principles of Equity. General principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity), 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 the adequacy of legal remedies. The application of eq

3. Usury and Interest Rate Limitations. The effect of applicable usury laws, interest rate limitation statutes, or judicial decisions limiting the rate of interest that may be charged, contracted for, or collected, including any applicable provisions of New York General Obligations Law Section 5-501 and New York Banking Law Section 14-a, and federal laws preempting state usury limitations for certain classes of lende

1. The enforceability of provisions in the Loan Documents relating to indemnification, contribution, or exculpation to the extent that such provisions may be limited by applicable law or public policy, including without limitation provisions that purport to indemnify a party against liability arising from such party's own negligence, gross negligence, willful misconduct, or violation of applicable law.

2. The enforceability of any choice-of-law or choice-of-forum provisions, or any consent to jurisdiction or waiver of objection to venue provisions, contained in the Loan Documents, or the enforceability of any provision waiving the right to trial by jury, to the extent that such provisions may be subject to limitation under applicable law.

3. The enforceability of any provision in the Loan Documents that purports to establish evidentiary standards or that purports to make certain determinations or certificates conclusive or binding upon any party.

4. Compliance with or the effect of any antitrust, securities, tax (including without limitation federal, state, or local income tax or transfer tax), environmental, pension (including without limitation the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), labor, healthcare, data privacy, sanctions, anti-money laundering, or other regulatory laws or regulations, except as expressly addressed he

5. The creation, attachment, perfection, or priority of security interests in any property or assets to the extent governed by laws other than Article 9 of the NY UCC, including without limitation (i) real property or interests therein, (ii) intellectual property that is subject to federal registration requirements (including patents, patent applications, registered trademarks, trademark applications, and copyrights,

6. The effect of any pending or future changes in applicable law, whether by legislative enactment, judicial decision, regulatory action, or otherwise, that may occur after the date hereof.

7. Any matters relating to Solara Holdings Group LLC (the Guarantor), including without limitation (i) the due organization, valid existence, or good standing of the Guarantor, (ii) the Guarantor's power and authority to execute, deliver, and perform the Guaranty, (iii) the due authorization, execution, or delivery of the Guaranty by the Guarantor, or (iv) the enforceability of the Guaranty against the Guarantor. As

VI. RELIANCE AND LIMITATIONS ON USE This opinion letter is rendered solely for the benefit of Pinnacle National Bank, National Association, in its capacity as Lender and Administrative Agent under the Term Loan Agreement, and Meridian Whitcomb LLC, in its capacity as Collateral Agent under the Security Agreement, and their respective successors in such capacities, in connection with the transactions contemplated by t