Contract analysis

I. Introduction and Role of Counsel We have acted as counsel to Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Borrower"), and Ironhaven Data Centers LLC, a Delaware limited liability company (the "Guarantor" or "IHDC"), in connection with the $390,000,000 senior secured construction loan facility (the "Loan") extended pursuant to the Construction Loan Agreement dated as of October 15, 20

II. Defined Terms and Identification of Loan Documents We have reviewed, and the opinions set forth herein are based upon our review of, executed originals or copies, certified or otherwise identified to our satisfaction, of each of the following documents (collectively, the "Loan Documents"):

1. Construction Loan Agreement dated as of October 15, 2025, by and among the Borrower, the Administrative Agent, and the Lenders, providing for a senior secured construction loan facility in the aggregate principal amount of $390,000,000 (the "Credit Agreement");

2. Promissory Note dated October 15, 2025, executed by the Borrower in favor of the Administrative Agent, for the account of the Lenders, in the original principal amount of $390,000,000 (the "Note");

3. Deed of Trust, Assignment of Leases and Rents, and Security Agreement dated as of October 15, 2025, from the Borrower, as grantor, to a trustee for the benefit of the Administrative Agent, as beneficiary, encumbering certain real property located in Loudoun County, Virginia, and more particularly described as (a) the Stonebridge Parcel (Loudoun County Tax Map Reference /95-4A-1///) and (b) the Meridian Parcel (Lou

4. Environmental Indemnity Agreement dated as of October 15, 2025, from the Borrower and the Guarantor, jointly and severally, in favor of the Administrative Agent and the Lenders (the "Environmental Indemnity");

5. Completion Guaranty dated as of October 15, 2025, from the Guarantor in favor of the Administrative Agent, for the ratable benefit of the Lenders (the "Completion Guaranty");

6. Carry Guaranty (Payment Guaranty) dated as of October 15, 2025, from the Guarantor in favor of the Administrative Agent, for the ratable benefit of the Lenders (the "Carry Guaranty");

7. Pledge Agreement dated as of October 15, 2025, from the Guarantor in favor of the Administrative Agent, pursuant to which the Guarantor has pledged one hundred percent (100%) of the membership interests in the Borrower to the Administrative Agent as security for the obligations under the Credit Agreement and the other Loan Documents (the "Pledge Agreement");

8. Assignment of Contracts, Permits, and Approvals dated as of October 15, 2025, from the Borrower to the Administrative Agent, assigning as collateral, among other things, the Borrower's rights under (a) the Engineering, Procurement, and Construction Agreement with Titan-McAllister Construction Group, LLC, (b) the Large Load Service Agreement with Vantage Power Cooperative, (c) all architect agreements, (d) all buil

9. Borrower's Closing Certificate dated October 15, 2025, executed by an authorized officer of the Borrower (the "Closing Certificate"). The documents described in items 1 through 9 above are referred to collectively herein as the "Loan Documents."

III. Scope of Review; Documents and Records Examined In connection with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following: (a) Each of the Loan Documents enumerated in Section II above; (b) The Articles of Organization of Stonebridge Campus Holdings LLC, as filed with the Virginia State Corporation Commission (the "Virginia SCC

IV. Assumptions In rendering the opinions set forth herein, we have assumed, without independent investigation or verification: (a) The genuineness of all signatures on all documents submitted to us, other than the signatures of the Borrower and the Guarantor and their respective authorized signatories; (b) The authenticity of all documents submitted to us as originals, the conformity to authentic originals of all do

V. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications and limitations: A. Jurisdictional Limitations. The opinions set forth herein are limited to, and we express no opinion with respect to the laws of any jurisdiction other than: (i) the laws of the Commonwealth of Virginia; (ii) the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (solely with

VI. Opinions Based upon and subject to the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that: Opinion 1: Due Organization and Good Standing — Borrower Stonebridge Campus Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. The Borrower has all requisite li

VII. Knowledge Qualification As used in this Opinion, the phrases "to our knowledge," "known to us," and words of similar import refer solely to the actual, present, conscious knowledge, without independent investigation beyond the scope described herein, of the following attorneys of Calderwood & Harkness LLP who have had primary day-to-day responsibility for the representation of the Borrower and the Guarantor in c

VIII. Reliance and Limitation on Use This Opinion is rendered solely for the benefit of (a) Summit National Bank, N.A., in its capacity as Administrative Agent, (b) Cascade Commercial Lending Corp., in its capacity as a Lender, and (c) Harborview Trust Company, in its capacity as a Lender, in each case solely in connection with the Loan Documents and the transactions contemplated thereby. This Opinion may also be rel

IX. Opinion as of Date; No Undertaking to Update This Opinion is given as of the date hereof, October 15, 2025, and is based solely upon laws, rules, regulations, and facts in existence and known to us as of such date. We express no opinion as to any facts, circumstances, laws, rules, or regulations that may arise, change, or come into effect after the date hereof, whether or not retroactive in operation. We undertak