Contract analysis

I. Introduction Calderwood & Harkness LLP has acted as counsel to Belmont Ridge Bank, National Association ("BRB" or the "Bank"), a national banking association chartered under the National Bank Act, 12 U.S.C. §§ 21 et seq. (OCC Charter No. 18742), in connection with the issuance by BRB of $350,000,000 aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"). This opin

II. Documents Reviewed In connection with the preparation of this Opinion, we have examined and relied upon originals or copies (certified or otherwise identified to our satisfaction) of the following documents and instruments:

1. The Indenture, dated as of February 24, 2026 (the "Indenture"), between BRB, as Issuer, and Brindoval Trust Company, National Association, a national banking association organized under the laws of the United States ("Brindoval" or the "Trustee"), as Trustee;

2. The Form of Rule 144A Global Note (CUSIP 082651 AB7; ISIN US082651AB73) representing the Notes, attached as Exhibit A to the Indenture (the "Global Note");

3. The Purchase Agreement, dated February 19, 2026 (the "Purchase Agreement"), among BRB, Wainwright Zanthor & Co., LLC, as Representative of the Initial Purchasers ("Wainwright Zanthor"), Redstone Capital Markets LLC ("Redstone"), and Kensington Hale Securities Inc. ("Kensington Hale" and, together with Wainwright Zanthor and Redstone, the "Initial Purchasers");

4. The Confidential Offering Memorandum, dated February 19, 2026, relating to the offering of the Notes;

5. The Pricing Term Sheet, dated February 19, 2026, setting forth the final pricing terms of the Notes (the "Pricing Term Sheet");

6. The Registration Rights Agreement, dated as of February 24, 2026, between BRB and the Initial Purchasers (the "Registration Rights Agreement");

7. The Officers' Certificate of BRB, dated February 24, 2026, delivered pursuant to Section 6(f) of the Purchase Agreement (the "Officers' Certificate"), containing, among other things, a bring-down of the representations and warranties of BRB set forth in the Purchase Agreement;

8. The Secretary's Certificate of BRB, dated February 24, 2026 (the "Secretary's Certificate"), together with all exhibits and attachments thereto, including certified copies of the Articles of Association/Charter of BRB (OCC Charter No. 18742), the Amended and Restated Bylaws of BRB, and the resolutions of the Board of Directors of BRB authorizing the issuance of the Notes;

9. The resolutions of the Board of Directors of BRB, adopted on January 15, 2026, and supplemented by unanimous written consent dated February 12, 2026 (collectively, the "Board Resolutions"), authorizing the issuance and sale of the Notes, the execution and delivery of the Indenture and the other transaction documents, and related matters;

10. Certified copies of the Articles of Association/Charter (OCC Charter No. 18742) and the Amended and Restated Bylaws of BRB, each as currently in effect; and

11. Such other certificates, documents, records, instruments, and materials as we have deemed necessary or appropriate for purposes of the opinions expressed herein, including records of corporate proceedings and actions made available to us by BRB and its officers. The documents described in items (1) through (6) above are referred to collectively herein as the "Transaction Documents." We have also reviewed such pro

III. Key Terms of the Notes For purposes of this Opinion, the following is a summary of the material terms of the Notes as set forth in the Indenture, the Global Note, and the Offering Memorandum. This summary does not purport to be complete and is qualified in its entirety by reference to the actual terms and conditions set forth in the Indenture and the Global Note. Issuer: Belmont Ridge Bank, National Association,

IV. Assumptions In rendering the opinions set forth herein, we have, with your permission and without independent investigation or verification, assumed the following:

1. The genuineness of all signatures on all documents examined by us, the legal capacity of all natural persons who have executed any documents, the authenticity of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise). We have also assumed the completeness of all documents provided to us an

2. Each party to the Transaction Documents (other than BRB, as to which we express no assumption) has the requisite legal capacity, power, and authority (corporate, partnership, limited liability company, or otherwise, as applicable) to execute, deliver, and perform its respective obligations under the Transaction Documents to which it is a party, and each such document constitutes a valid, binding, and enforceable o

3. The transaction has been and will be consummated in accordance with the terms described in the Indenture, the Purchase Agreement, the Offering Memorandum, and the other Transaction Documents, and the actual terms of the Notes as issued conform in all material respects to those described herein, in the Indenture, in the Global Note, and in the Offering Memorandum. No party to any Transaction Document has taken or w

4. The representations and warranties of BRB contained in the Transaction Documents, including without limitation those set forth in the Purchase Agreement and the Officers' Certificate dated February 24, 2026, are and will be true, correct, and complete in all material respects as of the date hereof and as of any relevant date during the term of the Notes.

5. BRB will comply in all material respects with all of its reporting obligations, covenants, and undertakings under the Indenture and the Notes, including, without limitation, its obligations to make timely payments of principal and interest on the Notes and to furnish to the Trustee all notices, certificates, and other documents required by the Indenture.

6. No future modifications, amendments, supplements, waivers, or other changes to the terms of the Notes or the Indenture will be effected that would alter the economic, legal, or regulatory characteristics of the Notes in a manner that would be material to the analysis set forth herein or that would cause the conclusions expressed in this Opinion to be inapplicable. In the event that any such modification, amendment

V. Opinion — Debt vs. Equity Characterization Analysis

V.A. General Framework The threshold question in determining the U.S. federal income tax treatment of the Notes is whether the Notes should be characterized as indebtedness or as equity of the Issuer. This distinction is of fundamental importance because, among other things, interest paid on indebtedness is generally deductible by the issuer under Section 163(a) of the Code, whereas distributions on equity (including

V.B. Application of Factors to the Notes Unconditional Obligation to Pay / Fixed Maturity The Notes have a stated maturity date of March 1, 2036, providing a definite and ascertainable term of approximately ten (10) years from the date of issuance. This is well within the range of terms that is customary for subordinated debt instruments issued by banking organizations and is comparable to the maturities of similar s

V.C. Conclusion on Debt Characterization Based upon the analysis set forth above and in the Tax Analysis Memorandum, we conclude that, weighing all of the foregoing factors and considering the totality of the circumstances, the Notes overwhelmingly exhibit the characteristics of indebtedness rather than equity for U.S. federal income tax purposes. The Notes possess each of the core attributes traditionally associated

Section 163(e)(5) of the Code imposes limitations on the deductibility of interest on certain debt instruments that constitute "applicable high yield discount obligations" ("AHYDOs"). Specifically, if a debt instrument is classified as an AHYDO, the issuer's deduction for the portion of OID that is attributable to the "disqualified portion" (generally, the portion of the yield that exceeds the AFR plus six percentage

VII. Original Issue discount Considerations The Notes are being issued at a price of 99.750% of their stated principal amount, representing a discount of 0.250% of par, or $875,000 in aggregate ($350,000,000 × 0.0025 = $875,000). Under Section 1273(a)(1) of the Code, a debt instrument is treated as having OID if the "stated redemption price at maturity" of the instrument exceeds its "issue price" by more than a de mi

VIII. Interest Deductibility Subject to the limitations of Section 163(j) of the Code (the "business interest expense limitation"), Section 163(e)(5) of the Code (which, as discussed in Section VI above, should not apply to the Notes), and any other applicable provisions of the Code, BRB should be entitled to deduct interest paid on the Notes as an ordinary and necessary business expense under Section 163(a) of the C

Section 163(j) of the Code, as amended by the Tax Cuts and Jobs Act of 2017 (P.L. 115-97), limits the deduction for "business interest expense" in any taxable year to the sum of (i) business interest income, (ii) 30% of the taxpayer's "adjusted taxable income" for the taxable year (with "adjusted taxable income" computed without regard to certain items), and (iii) floor plan financing interest. Any business interest

IX. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications and limitations:

1. Scope. This Opinion is limited exclusively to the U.S. federal income tax matters expressly addressed herein. We do not express any opinion regarding the tax treatment of the Notes or the transactions contemplated by the Transaction Documents under the laws of any state, locality, or political subdivision of the United States, or under the tax laws of any foreign jurisdiction. We also do not express any opinion re

2. Authority. This Opinion is based on the Code, the Treasury Regulations promulgated thereunder, published revenue rulings and revenue procedures of the IRS, and reported judicial decisions, all as in effect and available as of the date hereof. All of the foregoing authorities are subject to change, modification, repeal, or differing interpretation at any time, and any such change, modification, repeal, or differing

3. No Assurance Against Challenge. No assurance can be given that the IRS will not assert a position contrary to one or more of the conclusions expressed herein, or that a court would not sustain such a contrary position if asserted. However, in our opinion, the position that the Notes constitute indebtedness for U.S. federal income tax purposes is well-supported by the applicable authorities and the factual circumst

4. Consistency with Transaction Documents. This Opinion assumes that the Notes are issued and will remain outstanding with the terms described in the Indenture, the Global Note, and the Offering Memorandum, and that there will be no material amendments, modifications, supplements, or waivers to the terms of the Notes or the Indenture that would alter the economic, legal, or regulatory characteristics of the Notes in

5. Holder-Level Consequences. We express no opinion on any U.S. federal income tax consequences arising from the ownership, holding, or disposition of the Notes by any particular holder or beneficial owner, including, without limitation, consequences arising under Sections 871, 881, or 882 of the Code (relating to taxation of nonresident aliens and foreign corporations), Sections 1441 or 1442 of the Code (relating to

6. Non-U.S. Tax Laws. We express no opinion regarding the tax treatment of the Notes under the tax laws of any jurisdiction other than the United States, including, without limitation, the laws of any state, local, or foreign jurisdiction.

7. Reliance. This Opinion is rendered solely for the benefit of BRB in connection with the issuance of the Notes and may not be relied upon by any other person or entity without our prior written consent, except as specifically provided in the Reliance Letter dated February 24, 2026, executed by Calderwood & Harkness LLP in connection with the closing of the offering.

8. No Duty to Update. We have not undertaken, and we assume no obligation to undertake, any duty to update, revise, supplement, or reaffirm this Opinion for changes in law, regulation, or fact occurring after the date hereof, whether or not such changes come to our attention. The opinions expressed herein speak only as of the date hereof.

X. Opinion Based upon and subject to the foregoing, including the assumptions, qualifications, and limitations set forth herein, and the analysis set forth in the Calderwood & Harkness Tax Analysis Memorandum, it is our opinion that, for U.S. federal income tax purposes:

1. Debt Characterization. The 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 issued by Belmont Ridge Bank, National Association will be characterized as indebtedness of BRB, and not as equity, for U.S. federal income tax purposes.

2. AHYDO. The Notes should not constitute "applicable high yield discount obligations" within the meaning of Section 163(e)(5) of the Internal Revenue Code of 1986, as amended, and accordingly the limitations on deductibility applicable to AHYDOs under that section should not apply to the Notes.

3. Original Issue discount. The original issue discount on the Notes is de minimis within the meaning of Treasury Regulation § 1.1273-1(d) and will be treated as zero for U.S. federal income tax purposes.

4. Interest Deductibility. Interest paid or accrued by BRB on the Notes should be deductible by BRB as ordinary business interest expense under Section 163(a) of the Code, subject to the limitations of Section 163(j) of the Code (the business interest expense limitation) and any other applicable provisions of the Code.

XI. Consent to Inclusion in Offering Memorandum Calderwood & Harkness LLP hereby consents to the references to this Opinion and the summary of the U.S. federal income tax consequences set forth in the section titled "Certain U.S. Federal Income Tax Considerations" in the Confidential Offering Memorandum, dated February 19, 2026, relating to the offering and sale of the Notes. In giving such consent, Calderwood & Hark

XII. Closing This Opinion is furnished to you solely in connection with the issuance of the Notes and is not to be used, circulated, quoted, or otherwise referred to for any other purpose without our prior written consent. We are members of the bar of the State of New York and do not express any opinion herein concerning any law other than the federal law of the United States of America. Very truly yours, CALDERWOOD