Contract analysis

1. Introductory Paragraph / Engagement Context Calderwood & Harkness LLP represents Belmont Ridge Bank, National Association ("BRB"), a national banking association organized under OCC Charter No. 91-4428, with its principal office located at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, and Belmont Ridge Equipment Trust 2024-A (the "Trust"), a Delaware statutory trust formed on January 8, 2024, pursuant to t

2. Transaction Documents for Review In connection with rendering the opinions requested herein, we ask that you review and rely upon the following documents, each of which is described below and, to the extent currently available in execution form, is enclosed with this letter (collectively, the "Transaction Documents"):

1. Trust Agreement dated as of January 22, 2024 (the "Trust Agreement"), between BRB, as Depositor, and Keyline Trust Company, National Association ("Keyline"), as Owner Trustee, pursuant to which the Trust was established as a Delaware statutory trust under the DST Act;

2. Indenture dated as of January 29, 2024 (the "Base Indenture"), among the Trust, as Issuer, BRB, as Servicer, and Meridian Fiduciary Services, Inc. ("Meridian"), as Indenture Trustee, governing the issuance, authentication, and administration of the Series 2024-A Notes;

3. Supplemental Indenture No. 2 dated as of April 19, 2024 ("Supplemental Indenture No. 2"), among the Trust, BRB, and Meridian, authorizing the issuance of an additional $48,000,000 aggregate principal amount of Class A-2 Notes (the Tap Notes) and setting forth the terms and conditions applicable thereto;

4. Sale and Servicing Agreement dated as of January 29, 2024 (the "Sale and Servicing Agreement"), among BRB, as Originator and Servicer, the Trust, as Issuer, and Meridian, as Indenture Trustee, governing the sale or contribution of the initial pool of equipment-lease receivables to the Trust and the ongoing servicing obligations with respect thereto;

5. Amendment No. 1 to the Sale and Servicing Agreement dated as of April 19, 2024 ("Amendment No. 1"), among the same parties, providing for the sale and contribution of the tap pool receivables to the Trust, consisting of 1,247 additional small-ticket commercial equipment-lease contracts with an aggregate discounted receivable balance of approximately $49,344,000 (the "Tap Pool Receivables"), and making certain conf

6. Underwriting Agreement dated as of April 19, 2024 (the "Underwriting Agreement"), among the Trust, BRB, and Ashford Capital Markets LLC ("Ashford"), as sole bookrunner and lead underwriter, setting forth the terms and conditions of the purchase and offering of the Tap Notes; and

7. The Certificate of Trust for the Trust as filed with the Secretary of State of the State of Delaware (the "Certificate of Trust"). In addition to the foregoing, we ask that you review such other organizational documents, certificates of good standing, resolutions, incumbency certificates, and filings as Whitfield & Donahue may deem necessary or appropriate in order to render the opinions requested herein. We will

3. Requested Opinions We respectfully request that Whitfield & Donahue deliver to us a written opinion letter covering each of the matters set forth in Sections 3(a) through 3(d) below, in each case under and as governed by the laws of the State of Delaware, including the DST Act and applicable judicial interpretations thereof. Each opinion is described in detail below. 3(a) Due Formation and Valid Existence We reque

4. Addressees of the Opinions The opinion letter should be addressed to each of the following:

1. Belmont Ridge Equipment Trust 2024-A, c/o Capitol Trust Services LLC, 1209 Orange Street, Wilmington, DE 19801;

2. Belmont Ridge Bank, National Association, 600 Lexington Avenue, 32nd Floor, New York, NY 10022;

3. Ashford Capital Markets LLC, 383 Madison Avenue, 22nd Floor, New York, NY 10179, in its capacity as sole bookrunner and lead underwriter; and

4. Meridian Fiduciary Services, Inc., 101 Barclay Street, 12th Floor, New York, NY 10007, in its capacities as Indenture Trustee, Paying Agent, and Note Registrar under the Indenture. In addition, the opinion letter should expressly state that it may be relied upon by (a) Hargrove, Sato & Chen LLP, 1585 Broadway, 28th Floor, New York, NY 10036, as counsel to Ashford Capital Markets LLC in connection with the tap issu

5. Delivery Deadline The opinion letter must be delivered no later than the Closing Date, which is currently scheduled for May 17, 2024. Delivery should be made in both executed original form (via overnight courier) and PDF form (via email) to each of the following individuals at Calderwood & Harkness LLP: Carlos Espinoza Calderwood & Harkness LLP 250 Park Avenue, 40th Floor New York, NY 10177 Email: cespinoza@calder

6. Assumptions and Qualifications In rendering the opinions requested herein, Whitfield & Donahue may rely upon and make such customary assumptions and qualifications as are typical in opinion letters of this nature delivered by Delaware counsel, including, without limitation, the following: (a) Whitfield & Donahue may assume the due authorization, execution, and delivery of each Transaction Document by each party th

7. Fee Confirmation As discussed and agreed between our respective firms, the flat fee for the Delaware counsel opinion work described in this letter in connection with the tap issuance is $25,000. This fee covers all work related to the preparation and delivery of the opinions described herein, including the review of Transaction Documents, analysis of the legal issues underlying each opinion, preparation and finali

8. Enclosed Materials For your convenience, enclosed with this letter please find copies of the following materials, each as described in Section 2 above:

1. Execution copy of the Trust Agreement dated as of January 22, 2024;

2. Execution copy of Supplemental Indenture No. 2 dated as of April 19, 2024;

3. Execution copy of Amendment No. 1 to the Sale and Servicing Agreement dated as of April 19, 2024;

4. Execution copy of the Underwriting Agreement dated as of April 19, 2024;

5. Copy of the Certificate of Trust for the Trust as filed with the Secretary of State of the State of Delaware;

6. Good standing certificate for the Trust from the Secretary of State of the State of Delaware (to be provided upon receipt — we have requested an expedited certificate and expect to deliver it to your office within the next several business days); and

7. Prospectus Supplement dated April 22, 2024 (filed with the SEC under Rule 424(b)(5)). We will supplement the foregoing with any additional documents that may be required for your review, including the Base Indenture and the original Sale and Servicing Agreement, to the extent you do not already have copies of these documents on file from the original closing in January 2024.

9. Contact Information / Closing Should you have any questions regarding the matters described in this letter, or should you require any additional documents, information, or clarifications in order to prepare the requested opinions, please do not hesitate to contact either of the following individuals at Calderwood & Harkness LLP: Carlos Espinoza Direct: (212) 455-7842 Email: cespinoza@calderwoodharkness.com Hannah