Contract analysis

I. DOCUMENTS 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 (collectively, the "Reviewed Documents"):

1. The Agreement and Plan of Merger, dated as of June 1, 2023, by and among BCS, Merger Sub, and the Company, together with all exhibits, schedules, and disclosure schedules thereto (execution version) (the "Merger Agreement");

2. The Amended and Restated Certificate of Incorporation of Brightfield Cloud Services Inc. (Delaware Secretary of State File No. 5928174; Employer Identification Number 81-2045783), as certified by the Secretary of State of the State of Delaware on July 14, 2023;

3. The Amended and Restated Bylaws of Brightfield Cloud Services Inc., as amended and in effect as of the date hereof, certified to us by an officer of BCS;

4. The Certificate of Incorporation of BCS DevTools Merger Sub, Inc. (Delaware Secretary of State File No. 7916483; Employer Identification Number 93-1748206), as filed with the Secretary of State of the State of Delaware on June 15, 2023;

5. The Bylaws of BCS DevTools Merger Sub, Inc., as adopted and in effect as of the date hereof, certified to us by an officer of Merger Sub;

6. The Certificate of Merger of BCS DevTools Merger Sub, Inc. with and into Codelaunch Labs, Inc., as filed with the Secretary of State of the State of Delaware on July 18, 2023 (the "Certificate of Merger");

7. Resolutions of the Board of Directors of Brightfield Cloud Services Inc., adopted at a duly convened meeting held on May 28, 2023, authorizing the execution, delivery, and performance of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby, certified to us by the Secretary of BCS as being true, correct, and complete and as being in full force and effect as of the

8. Resolutions of the Board of Directors of BCS DevTools Merger Sub, Inc., adopted by unanimous written consent effective as of June 16, 2023, authorizing the execution, delivery, and performance of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby, certified to us by the Secretary of Merger Sub as being true, correct, and complete and as being in full force and e

9. The action by written consent of Brightfield Cloud Services Inc., as the sole stockholder of BCS DevTools Merger Sub, Inc., dated June 16, 2023, approving and adopting the Merger Agreement and the transactions contemplated thereby, in accordance with Section 228 of the DGCL and the certificate of incorporation and bylaws of Merger Sub;

10. The Escrow Agreement, dated as of July 22, 2023, by and among BCS, Naveen Subramaniam in his capacity as Stockholder Representative, and Lone Star Trust Company, N.A., as Escrow Agent (Escrow Account Reference No. LSTC-ESC-2023-004417) (the "Escrow Agreement");

11. A certificate of good standing for Brightfield Cloud Services Inc. issued by the Secretary of State of the State of Delaware, dated July 17, 2023, and a certificate of good standing for BCS DevTools Merger Sub, Inc. issued by the Secretary of State of the State of Delaware, dated July 17, 2023, each dated within five (5) business days of the Closing Date;

12. An officer's certificate of Brightfield Cloud Services Inc., dated as of the Closing Date, executed by the Chief Executive Officer and General Counsel of BCS, and an officer's certificate of BCS DevTools Merger Sub, Inc., dated as of the Closing Date, executed by the President of Merger Sub, each delivered in connection with the closing of the Merger; and

13. Such other documents, records, agreements, instruments, and certificates as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein. We have also made such inquiries of officers and representatives of BCS and Merger Sub, and have reviewed such matters of law, as we have considered relevant and necessary as a basis for the opinions set forth below.

II. ASSUMPTIONS In rendering the opinions set forth in this letter, we have, with your consent and without independent verification or investigation (except as expressly set forth herein), assumed the following:

1. Genuineness of Signatures. All signatures on all documents reviewed by us (other than signatures executed on behalf of BCS and Merger Sub) are genuine and authentic.

2. Authenticity and Conformity of Documents. All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies conform in all material respects to the originals thereof. All public records and certificates of public officials reviewed by us are accurate and complete as of the respective dates thereof.

3. Legal Capacity of Natural Persons. Each natural person who executed any of the Reviewed Documents (other than those signing on behalf of BCS or Merger Sub) had, at the time of such execution, full legal capacity to do so.

4. Due Authorization by Other Parties. The Merger Agreement and each ancillary document delivered in connection with the Merger have been duly authorized, executed, and delivered by each party thereto other than BCS and Merger Sub, and each such party had the requisite power and authority (corporate or otherwise) to enter into and perform its obligations under such documents.

5. Enforceability Against Other Parties. The Merger Agreement and each ancillary agreement delivered in connection with the Merger constitute legal, valid, and binding obligations of each party thereto other than BCS and Merger Sub, enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, and similar laws and general principles of equity.

6. Accuracy of Representations and Warranties. All factual representations and warranties made by BCS and Merger Sub in the Merger Agreement and in the officer's certificates and other certificates delivered to us in connection with the closing of the Merger are true, correct, and complete in all material respects as of the date hereof. We have relied upon such representations and warranties without any independent i

7. Stockholder Approval of the Company. The written consent of the stockholders of Codelaunch Labs, Inc., dated June 9, 2023, approving and adopting the Merger Agreement and the transactions contemplated thereby, was duly adopted in accordance with Section 228 of the DGCL and the certificate of incorporation and bylaws of the Company, and such written consent was executed by stockholders holding the requisite number

8. Filings, Registrations, and Recordings. All filings, registrations, and recordings contemplated by the Merger Agreement or otherwise required to consummate the transactions contemplated thereby have been or will be duly made in all applicable jurisdictions in a timely manner and in accordance with all applicable legal requirements.

9. Effectiveness of Certificate of Merger. The Certificate of Merger filed with the Secretary of State of the State of Delaware on July 18, 2023 has been duly accepted for filing and is effective as of the Closing Date, and the Merger has become effective in accordance with the DGCL upon such filing.

III. OPINIONS Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section IV below, we are of the opinion that: 3.1 Due Organization and Valid Existence of BCS Brightfield Cloud Services Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 5928174). Based upon our r

IV. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are subject to the following qualifications and limitations: 4.1 Enforceability Exceptions All opinions expressed herein as to enforceability are subject to and limited by: (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar

V. RELIANCE AND USE This opinion letter is furnished solely for the benefit of the former stockholders of Codelaunch Labs, Inc. and Naveen Subramaniam, in his capacity as Stockholder Representative, in connection with the closing of the Merger contemplated by the Merger Agreement. This opinion letter is rendered in satisfaction of the condition set forth in Section 7.2(e) of the Merger Agreement and is intended solel