Contract analysis

I. Introduction Calderwood & Harkness LLP ("we," "us," or "our firm") has acted as counsel to Belmont Ridge Bank, National Association ("BRB"), a national banking association duly organized under the laws of the United States (OCC Charter No. 91-4428), and to Belmont Ridge Equipment Trust 2024-A (the "Trust"), a Delaware statutory trust, in connection with the issuance by the Trust of $48,000,000 aggregate principal

II. Documents Examined In rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents: A. Transaction Documents (a) The Indenture dated as of January 29, 2024 (the "Base Indenture"), among the Trust, as Issuer, BRB, as Servicer, and Meridian Fiduciary Services, Inc., as Indenture Trustee, pursuant to which the Trust's

III. Assumptions In rendering the opinions expressed herein, we have, with your permission and without independent verification, assumed the following:

1. All signatures on all documents examined by us are genuine, and all natural persons executing such documents had, at the time of execution, the legal capacity to do so.

2. All documents submitted to us as originals are authentic, and all documents submitted to us as copies or facsimiles (including electronic copies) conform to the originals thereof.

3. Each party to the Transaction Documents (other than BRB and the Trust) has been duly organized or formed, as applicable, is validly existing and in good standing under the laws of its respective jurisdiction of organization or formation, and has all requisite corporate, trust, or other organizational power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to whi

4. Each party to the Transaction Documents (other than BRB and the Trust) has duly authorized, executed, and delivered each of the Transaction Documents to which it is a party, and each such Transaction Document constitutes a valid, binding, and enforceable obligation of each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally a

5. There has been no mutual mistake of fact or misunderstanding, fraud, duress, or undue influence with respect to any of the Transaction Documents or any of the transactions contemplated thereby.

6. All information contained in the Officer's Certificate of BRB, the incumbency certificates, the corporate resolutions, and all other certificates and documents delivered to us in connection with the transactions contemplated by the Transaction Documents is true, accurate, and complete, and no such information has been amended, modified, or superseded as of the date hereof.

7. There are no agreements, understandings, or arrangements (whether written or oral) among the parties to any of the Transaction Documents that would modify, supplement, or otherwise affect the terms of the Transaction Documents as reviewed by us.

8. The Indenture Trustee has duly authenticated the Tap Notes prior to their delivery, in accordance with the terms of the Indenture.

9. Payment for the Tap Notes has been or will be received by the Trust in the manner and in the amounts contemplated by the Underwriting Agreement.

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

1. Our opinions are limited to the federal laws of the United States of America and the laws of the State of New York, and we express no opinion as to the laws of any other jurisdiction. Without limiting the generality of the foregoing, we express no opinion as to the laws of the State of Delaware, including without limitation the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq. We understand that, in connect

2. We are not opining on compliance with any state securities or "blue sky" laws, rules, or regulations of any state, territory, or jurisdiction of the United States. We express no opinion as to the availability of any exemption from registration under the securities laws of any state or other jurisdiction with respect to the offer and sale of the Tap Notes.

3. We express no opinion regarding the federal, state, local, or foreign tax treatment of the Tap Notes, the Trust, or any holder of the Tap Notes, or regarding any tax consequences arising out of or in connection with the transactions contemplated by the Transaction Documents.

4. Our enforceability opinions set forth below are subject to (a) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights generally, and (b) general principles of equity (including, without limitat

5. We express no opinion as to the enforceability of any provision of the Transaction Documents that purports to (a) waive or restrict any right or remedy of any party that cannot be waived or restricted under applicable law, (b) confer jurisdiction on, or require proceedings to be brought in, any particular court or forum, to the extent such provision may be subject to applicable law regarding the selection of a pro

6. Our negative assurance statement set forth in Opinion 12 below is given as of the date hereof only and is subject to the additional limitations and qualifications set forth in connection with such opinion. Such negative assurance does not encompass any financial statements, financial schedules, statistical data, or other financial, accounting, or statistical information included in, incorporated by reference into,

7. We have not been asked to opine upon, and we express no opinion with respect to, the perfection or priority of any security interest in any collateral or assets of the Trust, or the characterization of the transfer of receivables from BRB to the Trust as a "true sale" or otherwise. We understand that you are relying on separate opinions of counsel with respect to such matters.

8. We note that certain provisions of the Transaction Documents may be rendered unenforceable by virtue of the application of the principles described in clauses (a) and (b) of paragraph 4 above, but the inclusion of such provisions does not render the Transaction Documents invalid as a whole, and there exist in the Transaction Documents, taken as a whole, legally adequate remedies for the practical realization of th

V. Opinions Based upon 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 of BRB BRB is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with OCC Charter No. 91-4428. BRB has full corporate power and authority under its charte

VI. Reliance and Benefit This opinion letter is rendered solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Transaction Documents and may not be relied upon by any other person or entity, or used, circulated, quoted, or otherwise referred to for any other purpose, without our prior written consent in each instance; provided, however, that: (i) the initial purchaser

VII. Conclusion We are furnishing this opinion letter to you solely in connection with the issuance by the Trust of the Tap Notes as described herein, and this opinion letter may not be relied upon by you for any other purpose. This opinion letter is not to be construed as a guaranty of the performance by BRB or the Trust of their respective obligations under any of the Transaction Documents or the Tap Notes. Very tr