Contract analysis

I. INTRODUCTORY PARAGRAPH We have acted as counsel to Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Borrower"), Ironhaven Holdings Inc., a Delaware corporation ("Holdings" or the "Parent Guarantor"), and, solely for purposes of the opinions set forth herein relating to the Equity Interest Pledge Agreement (as defined below), as counsel to IHDC in connection with the pledge of 100% o

II. DOCUMENTS EXAMINED In rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of each of the following documents:

1. The Credit Agreement, dated as of May 15, 2024, among IHDC (as Borrower), IHDC Frankfurt (as Co-Borrower), Holdings (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders from time to time party thereto (execution version).

2. The Guarantee Agreement, dated as of May 15, 2024, made by Holdings in favor of the Administrative Agent for the benefit of the Secured Parties (the "Guarantee Agreement").

3. The Pledge and Security Agreement, dated as of May 15, 2024, made by IHDC and Holdings in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "US Security Agreement").

4. The Equity Interest Pledge Agreement, dated as of May 15, 2024, made by Holdings (pledging 100% of the membership interests in IHDC) and by IHDC (pledging 100% of the equity interests in IHDC Frankfurt), in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "Equity Pledge Agreement").

5. The intellectual Property Security Agreement, dated as of May 15, 2024, made by IHDC in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "IP Security Agreement").

6. The Environmental Indemnity Agreement, dated as of June 3, 2024, made by IHDC in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "Environmental Indemnity Agreement").

7. The Collateral Agent Appointment Agreement, dated as of May 15, 2024, among Crescent Harbor Bank, N.A. (as Administrative Agent) and Pinnacle Trust Company, N.A. (as Collateral Agent) (the "Collateral Agent Appointment Agreement").

8. The Intercreditor Agreement, dated as of May 15, 2024, among Crescent Harbor Bank, N.A. (in its capacities as Administrative Agent under the Credit Agreement and as administrative agent under the Super-Senior Revolving Credit Facility), Pinnacle Trust Company, N.A. (as Collateral Agent), IHDC, and Holdings (the "Intercreditor Agreement").

9. Each Promissory Note issued on the Closing Date by IHDC in favor of each Lender requesting such a note (collectively, the "Promissory Notes").

10. The Deposit Account Control Agreements, each dated as of the Closing Date, among IHDC, Pinnacle Trust Company, N.A. (as Collateral Agent), and Crescent Harbor Bank, N.A. (as depositary bank) (collectively, the "DACAs"). Items 1 through 10 above are referred to collectively herein as the "Transaction Documents" or the "Opinion Documents." We have also examined the following additional documents and materials:

11. The Solvency Certificate of Rebecca Sung, Chief Financial Officer of IHDC and Holdings, dated June 3, 2024 (the "Solvency Certificate").

12. The Officer's Closing Certificate of IHDC, dated June 3, 2024, executed by Michael Torres, Chief Executive Officer of IHDC (the "Officer's Closing Certificate").

13. The Secretary's/Officer's Certificate of IHDC, dated May 15, 2024, executed by Jonathan Pryce-Williams, General Counsel and Secretary of IHDC, attesting to (a) the organizational documents of IHDC, (b) the incumbency of the officers of IHDC authorized to execute the Transaction Documents, and (c) the resolutions of the members and/or managers of IHDC authorizing the execution, delivery, and performance of the Tra

14. The resolutions of the Board of Directors of Ironhaven Holdings Inc. authorizing the execution, delivery, and performance by Holdings of the Guarantee Agreement, the US Security Agreement, and the Equity Pledge Agreement (the "Board Resolutions of Holdings").

15. The resolutions of IHDC, acting in its capacity as sole Gesellschafter (quotaholder) of IHDC Frankfurt, authorizing IHDC Frankfurt's entry into the Credit Agreement and related documents as Co-Borrower (the "Shareholder Resolutions"). In addition, we have examined the following organizational documents and governmental certificates: (a) The Certificate of Formation of IHDC, as filed with the Secretary of State of

III. ASSUMPTIONS In rendering the opinions set forth herein, we have assumed the following, without independent investigation or verification:

1. Genuineness of Signatures. All signatures on documents and instruments examined by us (other than the signatures of IHDC, Holdings, and their respective officers and authorized signatories) are genuine, and all natural persons who have executed documents and instruments have the legal capacity to do so.

2. Authenticity of Documents. All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise) conform to the originals thereof, and all such originals are authentic, complete, and accurate.

3. Due Organization of Other Parties. Each party to the Transaction Documents (other than IHDC and Holdings, as to which we opine below) has been duly organized or formed, is validly existing, and is in good standing under the laws of its jurisdiction of organization or formation, and has the full power, authority, and legal right to execute, deliver, and perform its obligations under the Transaction Documents to whi

4. Due Authorization, Execution, and Delivery by Other Parties. Each party to the Transaction Documents (other than IHDC and Holdings, as to which we opine below) has duly authorized, executed, and delivered each Transaction Document to which it is a party, and the Transaction Documents constitute the legal, valid, and binding obligations of each such party, enforceable against each such party in accordance with thei

5. Accuracy of Transaction Documents. The Transaction Documents accurately describe the business understanding of the parties thereto, and the terms thereof have not been amended, modified, supplemented, or waived by any oral or written agreement or course of conduct of the parties not disclosed to us.

6. Absence of Fraud, Duress, or Mistake. No party to any Transaction Document has been subject to any fraud, duress, undue influence, mistake of fact or law, or misrepresentation in connection with the execution, delivery, or performance of any Transaction Document.

7. Accuracy of Factual Certificates. All factual matters, statements, certifications, and representations set forth in the Officer's Closing Certificate, the Solvency Certificate, and the Secretary's Certificate are true, complete, and accurate as of the date hereof, and we have relied upon the same without independent investigation.

8. Good Faith of Agents. The Collateral Agent and the Administrative Agent have each acted in good faith and without notice of any defense, claim, counterclaim, or right of set-off in connection with the Transaction Documents and the transactions contemplated thereby.

9. Accuracy of UCC Filings. The information set forth in the UCC-1 financing statements described on Schedule B hereto — including the legal names of the debtors, mailing addresses, organizational identification numbers, and jurisdictions of organization — is true, complete, and accurate and corresponds to the information contained in the public records of the relevant filing offices.

10. German Law Matters. We express no opinion whatsoever on any matter governed by the laws of the Federal Republic of Germany. With respect to matters of German law — including, without limitation, the enforceability of the Credit Agreement as against IHDC Frankfurt as Co-Borrower, the creation, perfection, or priority of any security interest, Grundschuld, or other encumbrance under German law, and the validity of

11. Value and Consideration. Value has been given by the Lenders and the Collateral Agent for the security interests and other rights granted under the Transaction Documents, and none of the Lenders or the Collateral Agent has notice of any adverse claims (within the meaning of Article 8 of the Uniform Commercial Code) to any of the collateral described in the Transaction Documents.

IV. OPINIONS Based upon and subject to the foregoing, and subject to the qualifications, exceptions, and limitations set forth in Section V below, we are of the opinion that: 4.1 Due Organization and Good Standing — IHDC IHDC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. IHDC is duly qualified to transact business as a foreign limited liabi

V. QUALIFICATIONS, EXCEPTIONS, AND LIMITATIONS The opinions set forth in Section IV above are subject to the following qualifications, exceptions, and limitations: 5.1 Standard Enforceability Exceptions All opinions as to enforceability expressed herein are subject to and limited by: (a) Bankruptcy and Insolvency Laws. Applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, f

VI. RELIANCE AND BENEFIT This opinion letter is rendered solely for the benefit of the addressees hereof — namely, Crescent Harbor Bank, N.A. (as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner), Pinnacle Trust Company, N.A. (as Collateral Agent), and each Lender party to the Credit Agreement as of the Closing Date — in connection with the transactions contemplated by the Credit Agreement and the other

VII. GOVERNING LAW OF THIS OPINION LETTER This opinion letter, and the interpretive conventions applicable hereto, shall be construed in accordance with (a) the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association (2024 edition), (b) the Report on Customary Practice in the Rendering and Review of Closing Opinions published by the Legal Opinions Committee of the New York S

1. Limited Liability Company Agreement of IHDC. The Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, dated as of March 22, 2021, as amended by (i) Amendment No. 1 thereto, dated as of September 14, 2022, and (ii) Amendment No. 2 thereto, dated as of January 8, 2024, together with all exhibits and schedules thereto.

2. Certificate of Incorporation and Bylaws of Holdings. The Certificate of Incorporation of Ironhaven Holdings Inc., as filed with the Secretary of State of the State of Delaware on February 10, 2020, as amended by the Certificate of Amendment filed on June 19, 2021, and the Amended and Restated Bylaws of Holdings, adopted by the Board of Directors on October 5, 2023.

3. Super-Senior Revolving Credit Facility Agreement. The Super-Senior Revolving Credit Facility Agreement, dated as of May 15, 2024, among IHDC (as Borrower), Holdings (as Guarantor), and Crescent Harbor Bank, N.A. (as Administrative Agent and sole revolving lender), providing for revolving credit commitments of $100,000,000 (fully committed and $0 drawn as of the Closing Date).

4. Intercreditor Agreement. The Intercreditor Agreement, dated as of May 15, 2024, as described in Section II, item 8 of this opinion letter, establishing the first lien/super-senior structure with respect to the relative rights and priorities of the secured parties under the Credit Agreement and the Super-Senior Revolving Credit Facility.

5. Stratos Cloud Services, Inc. Pre-Lease Letter of Intent. The Pre-Lease Letter of Intent, dated April 2, 2024, between IHDC and Stratos Cloud Services, Inc., covering approximately 30 MW of critical IT load at the Virginia campus, at an annual rent of approximately $14,400,000, for a term of five (5) years, with two (2) one-year renewal options.

6. Euronova Digital GmbH Pre-Lease Letter of Intent. The Pre-Lease Letter of Intent, dated March 18, 2024, between IHDC Frankfurt and Euronova Digital GmbH, covering approximately 20 MW of critical IT load at the Frankfurt campus, at an annual rent of approximately €9,800,000, for a term of seven (7) years, with one (1) three-year renewal option.

7. Mezzanine Note Purchase Agreement with Greystone Mezzanine Fund II, LP. The Mezzanine Note Purchase Agreement, dated as of October 12, 2022, between IHDC and Greystone Mezzanine Fund II, LP (CUSIP 39817MAB3). We have been advised that the obligations outstanding under such agreement are being repaid in full on the Closing Date and that the UCC-1 financing statement filed in connection therewith (Filing No. 2022-34

8. Insurance Policies. The insurance policies placed by Calloway & Strand Insurance Brokers, Inc. on behalf of IHDC and Holdings, including property insurance, general liability insurance, business interruption insurance, and environmental liability insurance, as described in the Officer's Closing Certificate.

9. Engagement Letters with Professional Advisors. Engagement letters with (a) Ashford & Mercer LLP (independent auditors), (b) Greenline Environmental Solutions, Inc. (environmental consultants), and (c) Meridian Valuation Group, LLC (independent appraisers). SCHEDULE B UCC Filings The following UCC financing statements have been filed in connection with the transactions contemplated by the Credit Agreement and the o

I. UCC-1 Financing Statements Filed with the Secretary of State of the State of Delaware

II. UCC-1 Fixture Filing Filed with the Loudoun County Circuit Court

III. UCC-3 Termination Statement We have reviewed filing receipts and/or acknowledgment copies for each of the UCC-1 financing statements described in items 1 through 3 above and the UCC-3 termination statement described in item 4 above, and have confirmed that each such filing has been accepted for filing by the applicable filing office. This Schedule B is an integral part of the legal opinion letter of Calderwood &