Contract analysis

I. INTRODUCTION AND IDENTIFICATION OF TRANSACTION We, Calderwood & Harkness LLP ("we," "us," or "our"), have acted as counsel to Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), with its principal place of business and headquarters located at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, in connection with the transactions contemplated by that certain S

II. 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 "Opinion Documents"):

1. The Credit Agreement, execution version dated May 15, 2024, among the Borrower, Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders party thereto, together with all exhibits, schedules, and annexes thereto.

2. That certain Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (the "Deed of Trust"), dated as of May 15, 2024, executed by Ironhaven Data Centers LLC, as grantor, for the benefit of Pinnacle Trust Company, N.A., as Collateral Agent and beneficiary, with Robert S. Callahan, Esq. serving as deed of trust trustee, encumbering certain real property situated in Loudoun County, Commo

3. The US Pledge and Security Agreement, dated as of May 15, 2024, executed by the Borrower and Ironhaven Holdings Inc. in favor of Pinnacle Trust Company, N.A. as Collateral Agent, granting a security interest in personal property collateral described therein.

4. The Environmental Indemnity Agreement, dated as of May 15, 2024, executed by IHDC in favor of Pinnacle Trust Company, N.A. as Collateral Agent, relating to the Virginia campus parcels encumbered by the Deed of Trust.

5. ALTA Lender's Title Insurance Policy No. VLT-2024-05871, issued by Keystone Title Guaranty Company in the policy amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000), insuring the lien of the Deed of Trust as a first-priority lien on the Property (as defined below), together with all endorsements issued in connection therewith.

6. ALTA/NSPS Land Title Survey, dated April 22, 2024, last revised May 10, 2024, prepared by Meridian Survey Associates, P.C. for the parcels described below, certified by Christopher T. Hamlin, Licensed Virginia Land Surveyor No. 003298, in favor of the Borrower, Crescent Harbor Bank, N.A. as Administrative Agent, Pinnacle Trust Company, N.A. as Collateral Agent, and Keystone Title Guaranty Company.

7. Certificate of Good Standing for Ironhaven Data Centers LLC issued by the Virginia State Corporation Commission (SCC ID No. S8452917), dated May 22, 2024 (within ten (10) business days of the Closing Date).

8. Certificate of Good Standing for Ironhaven Data Centers LLC issued by the Secretary of State of the State of Delaware (File No. 7481293), dated May 20, 2024 (within ten (10) business days of the Closing Date).

9. The Secretary's/Officer's Certificate of IHDC, dated May 15, 2024, executed by Jonathan Pryce-Williams, General Counsel & Secretary of IHDC, attaching thereto true and complete copies of (a) the Certificate of Formation of IHDC, (b) the Second Amended and Restated Operating Agreement of IHDC, dated as of January 18, 2023, as amended, and (c) resolutions of the Board of Managers of IHDC authorizing the execution, d

10. A certified copy of the Certificate of Formation of IHDC filed with the Secretary of State of the State of Delaware, together with all amendments thereto, and a true and complete copy of the Second Amended and Restated Operating Agreement of IHDC, dated as of January 18, 2023, as amended through the date hereof (collectively, the "Organizational Documents").

11. Lien search results for the Loudoun County land records and UCC filings, including (a) UCC-11 search report from the Delaware Secretary of State for filings against "Ironhaven Data Centers LLC" (search date: May 6, 2024), (b) UCC and lien search report from the Loudoun County Circuit Court Clerk's Office (search date: May 7, 2024), (c) federal tax lien search in the Office of the Clerk of the United States Distri

12. Such other documents, records, certificates, agreements, instruments, and statements of governmental officials and officers and representatives of the Borrower as we have deemed necessary or appropriate for the purposes of rendering the opinions set forth herein. For purposes of this opinion, the term "Property" refers to approximately one hundred forty-two (142) acres of real property located in Loudoun County,

III. ASSUMPTIONS In rendering the opinions set forth herein, we have, with your consent and without independent investigation or verification, assumed the following: A. Genuineness of Signatures and Authenticity of Documents. All signatures on documents examined by us are genuine and were made by the persons purporting to have signed such documents. All documents submitted to us as originals are authentic, and all do

I. No Subsequent Modifications. None of the Opinion Documents has been amended, modified, supplemented, or terminated by any written or oral agreement of the parties thereto, and no party has waived any of its rights thereunder, in each case except as reflected in the documents examined by us.

IV. OPINIONS Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Section V below, we are of the opinion that: 4.1 Due Authorization and Execution by the Borrower (Virginia Law Aspects) (a) IHDC is a limited liability company duly formed and validly existing under the laws of the State of Delaware. IHDC is duly registered to transact business in

V. QUALIFICATIONS AND LIMITATIONS The opinions set forth herein are subject to the following qualifications, limitations, and exceptions: A. Scope of Law Covered. This opinion is limited solely to the laws of the Commonwealth of Virginia as currently in effect on the date hereof, including applicable judicial interpretations thereof. We are members of the bars of the State of New York and the Commonwealth of Virginia

I. Intercreditor Agreement. We note that the Intercreditor Agreement, dated as of May 15, 2024, among IHDC, Crescent Harbor Bank, N.A. (in its capacities as Term Loan Agent and as Revolver Agent under the existing $100,000,000 Super-Senior Revolving Credit Facility), and Pinnacle Trust Company, N.A. as Collateral Agent, may affect the enforcement rights of the Collateral Agent and the Lenders with respect to the Deed

VI. RELIANCE AND BENEFIT This opinion letter is furnished solely for the benefit of the addressees hereof — namely, Crescent Harbor Bank, N.A. in its capacity as Administrative Agent, Pinnacle Trust Company, N.A. in its capacity as Collateral Agent, and each of the Lenders party to the Credit Agreement as of the date hereof — in connection with the transactions contemplated by the Credit Agreement, and may not be rel

VII. SIGNATURE Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Name: Stephanie Okafor Title: Partner, Banking & Finance By: ________ Name: Daniel Obi Title: Lead Associate, Banking & Finance (as a matter of firm protocol; this opinion is issued in the name of the firm) CALDERWOOD & HARKNESS LLP 125 Broad Street New York, NY 10004 Matter No. 1043-00001 Enclosures: As referenced herein cc: (by electronic mail