legal-opinion-buyers-counsel-to-lender.docx

1006-00006 · Client 1006 · Financing

legal-opinion-buyers-counsel-to-lender.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP 600 Lexington Avenue, 30th Floor New York, New York 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

July 31, 2025

Matter No. 1006-00006

Pinnacle National Bank, N.A., as Administrative Agent 1200 Euclid Avenue Cleveland, Ohio 44115

Attention: Katherine M. Sweeney, Relationship Manager

and

Each of the Lenders party to the Credit Agreement referred to below, including Commonwealth Merchant Bank and Heartland Commercial Finance LLC (together with Pinnacle National Bank, N.A. as Administrative Agent, the "Addressees")

Ladies and Gentlemen:

We have acted as counsel to Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Borrower" or "CPS"), in connection with the execution and delivery of Amendment No. 3 to the Credit Agreement (the "Amendment"), dated as of July 31, 2025, amending that certain Credit Agreement dated as of November 15, 2021 (as heretofore amended by Amendment No. 1, dated as of March 12, 2023, and Amendment No. 2, dated as of September 8, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, Pinnacle National Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), and the lenders from time to time party thereto (each, a "Lender" and collectively, the "Lenders").

The Amendment, among other things, establishes a $130,000,000 incremental term loan facility (the "Incremental Term Loan") under the Credit Agreement. The Incremental Term Loan is being incurred in connection with the Borrower's acquisition of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("AVP"), pursuant to that certain Asset Purchase Agreement dated as of June 15, 2025, by and between the Borrower and AVP (the "Acquisition Agreement," and the transactions contemplated thereby, the "Acquisition").

This opinion is delivered to you pursuant to Section 5.01(d) of the Amendment and Section 4.02(c) of the Credit Agreement, as a condition precedent to the funding of the Incremental Term Loan on the date hereof (the "Closing Date"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as amended by the Amendment.

I. 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:

1. The Credit Agreement, dated as of November 15, 2021, among the Borrower, the Administrative Agent, and the Lenders, as previously amended by Amendment No. 1 to the Credit Agreement, dated as of March 12, 2023, and Amendment No. 2 to the Credit Agreement, dated as of September 8, 2024.

2. Amendment No. 3 to the Credit Agreement (the "Amendment"), dated as of the date hereof, among the Borrower, the Administrative Agent, and the Lenders party thereto.

3. The Incremental Term Loan Notes, if any, issued pursuant to the Amendment on the date hereof in favor of the applicable Lenders.

4. The Perfection Certificate dated as of the date hereof, executed and delivered by the Borrower in connection with the Amendment (the "Perfection Certificate"), which references, among other things, (i) Ohio Secretary of State Filing No. 4287653, (ii) Employer Identification Number 84-3291047, and (iii) collateral locations including the facility located at 250 Industrial Boulevard, Butler, Pennsylvania 16001 (the "Butler Facility") and the facility located at 1480 Conneaut Lake Road, Meadville, Pennsylvania 16335 (the "Meadville Facility"), each acquired or to be acquired from AVP in connection with the Acquisition.

5. The Security Agreement, dated as of November 15, 2021, as amended and restated as of the date hereof, among the Borrower and the Administrative Agent, the Pledge Agreement, dated as of November 15, 2021, as supplemented as of the date hereof, among the Borrower and the Administrative Agent, and each of the other collateral documents executed in connection with the Credit Agreement as amended by the Amendment, including, without limitation, the intellectual Property Security Agreement, the Deposit Account Control Agreements, and any mortgages or deeds of trust delivered on or prior to the date hereof (collectively with the Amendment, the Credit Agreement, the Perfection Certificate, and the documents described in clauses (3) and (4) above, the "Loan Documents").

6. The Certificate of Formation of Crestline Packaging Solutions LLC, as originally filed with the Ohio Secretary of State on August 14, 2018, together with all amendments thereto filed through and including the date hereof (the "Certificate of Formation").

7. The Second Amended and Restated Operating Agreement of Crestline Packaging Solutions LLC, dated as of January 5, 2022, as amended by that certain First Amendment to Second Amended and Restated Operating Agreement, dated as of April 17, 2024, and as further amended to date (the "Operating Agreement").

8. Resolutions of the members and managers of the Borrower, adopted by unanimous written consent dated as of July 28, 2025, authorizing the execution, delivery, and performance of the Amendment and the transactions contemplated thereby, including without limitation the borrowing of the Incremental Term Loan and the consummation of the Acquisition, as certified in the Secretary's Certificate of the Borrower dated as of the date hereof.

9. The Secretary's Certificate of the Borrower, dated as of the date hereof, executed by Sandra K. Liu, in her capacity as Secretary of the Borrower, certifying as to (i) the incumbency and specimen signatures of the officers of the Borrower authorized to execute and deliver the Loan Documents on behalf of the Borrower, (ii) the Certificate of Formation and the Operating Agreement of the Borrower, in each case as in effect on the date hereof, and (iii) the authorizing resolutions described in clause (8) above (the "Secretary's Certificate").

10. A Certificate of Good Standing for the Borrower issued by the Ohio Secretary of State, dated July 22, 2025 (within ten (10) days of the date hereof).

11. A Certificate of Subsistence/Good Standing for the Borrower issued by the Secretary of the Commonwealth of Pennsylvania, dated July 23, 2025, confirming the Borrower's due qualification to transact business as a foreign limited liability company in the Commonwealth of Pennsylvania, and such similar certificates of good standing or qualification for the Borrower issued by the Secretaries of State of such other jurisdictions where the Borrower is qualified to do business, as relevant to the operation and ownership of the assets acquired from AVP in connection with the Acquisition.

12. The Commitment Letter dated April 22, 2025 (Reference PCL-2025-04-1187) from Pinnacle National Bank, N.A., addressed to the Borrower, setting forth the terms and conditions upon which the Administrative Agent and certain Lenders committed to provide the Incremental Term Loan (the "Commitment Letter").

13. The Equity Commitment Letter dated April 22, 2025, from Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership ("Ridgeway"), addressed to the Borrower, committing to contribute $50,000,000 in cash equity to the Borrower in connection with the Acquisition and the related financing transactions contemplated by the Amendment (the "Equity Commitment Letter").

14. Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate as a basis for the opinions expressed herein, including, without limitation, a review of certain public records, results of lien searches conducted in relevant jurisdictions, and such other factual inquiries and investigations as we have considered relevant.

II. ASSUMPTIONS

In rendering the opinions expressed herein, we have, with your consent and without independent investigation or verification, assumed the following:

(a) The genuineness of all signatures on all documents examined by us, other than the signatures of officers and authorized representatives of the Borrower, the authenticity and completeness of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies (whether certified, conformed, photostatic, electronic, or otherwise).

(b) That each natural person who has executed any of the Loan Documents or any other document examined by us had, at the time of such execution, adequate legal capacity to do so.

(c) That each party to the Loan Documents, other than the Borrower, has been duly organized or formed, is validly existing, and is in good standing under the laws of its respective jurisdiction of organization or formation, and has all requisite corporate, partnership, limited liability company, or other organizational power and authority to execute, deliver, and perform its respective obligations under the Loan Documents to which it is a party.

(d) That the Loan Documents have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of each party thereto other than the Borrower, have been duly executed and delivered by each party thereto other than the Borrower, and constitute the legal, valid, and binding obligations of each such party, enforceable against each such party in accordance with their respective terms.

(e) The accuracy, completeness, and truthfulness of all factual matters, representations, warranties, and statements set forth in the certificates, documents, and instruments delivered to us by officers, managers, members, and other authorized representatives of the Borrower, including without limitation the Secretary's Certificate, the Perfection Certificate, and all officers' certificates delivered in connection with the closing of the transactions contemplated by the Amendment.

(f) That the Administrative Agent and the Lenders have acted in good faith and without notice of any defense against the enforcement of any rights created by, or arising under or in connection with, the Loan Documents, and that no party to the Loan Documents has engaged in any course of dealing or conduct that would give rise to an estoppel, waiver, or other defense to the enforcement of any provision of the Loan Documents.

(g) That the consideration recited in each of the Loan Documents is adequate and has been duly paid or delivered, and that the transactions contemplated by the Loan Documents reflect arm's-length negotiations among the parties thereto.

(h) That the Incremental Term Loan bears interest at a rate equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement, as amended by the Amendment) plus 375 basis points per annum, with a SOFR floor of 50 basis points per annum, and that the ticking fee of 25 basis points per annum on undrawn commitments under the Incremental Term Loan facility commencing on June 21, 2025 through and including the date hereof has been properly calculated and accrued in accordance with the terms of the Commitment Letter and the Amendment.

(i) That no fraud, duress, undue influence, mistake of fact, misrepresentation, or other irregularity has occurred or exists with respect to any of the transactions contemplated by the Loan Documents.

(j) That the Loan Documents accurately reflect the complete agreement of the parties thereto with respect to the subject matter thereof, and that there are no oral or written agreements, understandings, or courses of dealing between or among the parties that would modify, supplement, or otherwise affect the terms of the Loan Documents.

III. OPINIONS

Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section IV below, we are of the opinion that:

Opinion 1: Due Organization and Good Standing

Crestline Packaging Solutions LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Ohio. The Borrower was formed by the filing of its Certificate of Formation with the Ohio Secretary of State on August 14, 2018, under Ohio Secretary of State Filing No. 4287653, and such Certificate of Formation, as amended to date, has not been revoked, cancelled, or otherwise terminated. The Borrower's principal place of business and headquarters is located at 4100 Commerce Parkway, Suite 800, Akron, Ohio 44308, and its registered agent for service of process in the State of Ohio is Capitol Statutory Services Inc., 65 East Ashbury Asset Advisors, Columbus, Ohio 43215.

The Borrower is duly qualified to transact business as a foreign limited liability company and is in good standing in each jurisdiction where the ownership, leasing, or operation of its properties, or the conduct of its business, requires such qualification, including, without limitation, the Commonwealth of Pennsylvania. We note that the Borrower's qualification in the Commonwealth of Pennsylvania is particularly relevant in connection with the Acquisition and the operation of the acquired Butler Facility and Meadville Facility. This opinion as to the Borrower's good standing and qualification to do business in jurisdictions other than the State of Ohio is rendered solely in reliance upon the certificates of good standing or qualification obtained from the relevant Secretaries of State, as described in Section I above, and is subject to the qualifications set forth in Section IV below.

Opinion 2: Power and Authority

The Borrower has the limited liability company power and authority under its Certificate of Formation and Operating Agreement to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, including, without limitation, the Amendment establishing the $130,000,000 Incremental Term Loan facility and the related collateral documents. The Borrower has the limited liability company power and authority to own, lease, and operate its properties, including the assets acquired from AVP pursuant to the Acquisition Agreement, and to carry on its business as currently conducted and as proposed to be conducted following the consummation of the Acquisition.

Opinion 3: Due Authorization

The execution, delivery, and performance by the Borrower of each of the Loan Documents to which it is a party, and the borrowing of the Incremental Term Loan in the aggregate principal amount of $130,000,000, have been duly authorized by all necessary limited liability company action on the part of the Borrower, including, without limitation, all necessary actions of the members and managers of the Borrower as required under the Operating Agreement and applicable provisions of the Ohio Revised Code. The authorizing resolutions of the members and managers of the Borrower, as certified in the Secretary's Certificate, have been duly adopted in accordance with the Certificate of Formation, the Operating Agreement, and the Ohio Revised Limited Liability Company Act (Ohio Revised Code Chapter 1706), and have not been amended, modified, revoked, or rescinded and remain in full force and effect as of the date hereof. No further approval, consent, or authorization of any member, manager, or other person or entity is required in connection with the execution, delivery, or performance by the Borrower of the Loan Documents or the borrowing of the Incremental Term Loan.

Opinion 4: Execution and Delivery

Each of the Loan Documents to which the Borrower is a party has been duly executed and delivered by the Borrower by officers or authorized representatives of the Borrower who are duly authorized to execute and deliver such documents on behalf of the Borrower, as evidenced by the incumbency and specimen signatures certified in the Secretary's Certificate.

Opinion 5: Enforceability

Each of the Loan Documents to which the Borrower is a party constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, or other similar laws affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, principles relating to the concepts of materiality, reasonableness, good faith, and fair dealing, and (iii) the discretion of any court of competent jurisdiction before which a proceeding for enforcement may be brought with respect to the availability of specific performance, injunctive relief, or other equitable remedies (the limitations described in clauses (i) through (iii) above, the "Enforceability Exceptions").

Opinion 6: No Conflicts

The execution, delivery, and performance by the Borrower of the Loan Documents to which it is a party, the borrowing of the Incremental Term Loan, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the Certificate of Formation or the Operating Agreement of the Borrower;

(b) violate any law, statute, rule, or regulation of the State of Ohio, the State of New York, or the United States of America that, in our experience, is normally applicable to transactions of the type contemplated by the Loan Documents (it being understood that this opinion is limited to the laws of the State of New York, the federal laws of the United States of America, and the limited liability company laws of the State of Ohio, and we express no opinion as to the laws of any other jurisdiction); or

(c) result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Borrower under, any indenture, agreement, instrument, or other contractual obligation to which the Borrower is a party or by which the Borrower or any of its properties or assets is bound, which agreements and instruments have been identified to us by the Borrower in the Secretary's Certificate and the Perfection Certificate as being material to the Borrower and its subsidiaries, taken as a whole; provided, however, that this opinion in clause (c) does not extend to liens created in favor of the Administrative Agent pursuant to the Loan Documents, which liens are expressly permitted thereunder.

Opinion 7: No Governmental Approvals Required

No consent, approval, license, authorization, or order of, or filing, registration, or qualification with, any court or governmental authority or regulatory body of the State of Ohio, the State of New York, or the United States of America, is required for the execution, delivery, and performance by the Borrower of the Loan Documents to which it is a party, or for the borrowing of the Incremental Term Loan, except for:

(a) filings under the applicable provisions of the Uniform Commercial Code as in effect in relevant jurisdictions necessary to perfect the security interests granted by the Borrower under the Loan Documents in favor of the Administrative Agent, as contemplated by the Perfection Certificate;

(b) filings and registrations that have already been duly made and are in full force and effect as of the date hereof; and

(c) such consents, approvals, authorizations, filings, registrations, or qualifications as may be required under federal or state securities laws of general applicability, the necessity for which depends upon the activities or status of the Administrative Agent or the Lenders.

We note that no filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required in connection with the Acquisition or the borrowing of the Incremental Term Loan. We have reviewed the applicable filing thresholds under the HSR Act and the rules and regulations promulgated thereunder, as currently in effect, and have confirmed, based on representations made to us by the Borrower and information set forth in the Acquisition Agreement, that the Acquisition does not meet the applicable size-of-transaction or size-of-person thresholds that would require a pre-merger notification filing.

Opinion 8: No Proceedings

To our knowledge, after due inquiry of officers and authorized representatives of the Borrower and a review of the dockets of the courts specified below, there are no legal or governmental actions, suits, proceedings, or investigations pending or, to our knowledge, threatened against or affecting the Borrower or any of its properties or assets before any court, arbitrator, or governmental authority or regulatory body that (i) challenge the validity or enforceability of any of the Loan Documents or the transactions contemplated thereby, or (ii) if adversely determined, would reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business, financial condition, or results of operations of the Borrower or on the ability of the Borrower to perform its obligations under the Loan Documents. For purposes of this opinion, "to our knowledge" means the actual knowledge, without independent investigation, of the attorneys at this firm who have given substantive attention to the representation of the Borrower in connection with the transactions contemplated by the Amendment.

IV. QUALIFICATIONS AND LIMITATIONS

The opinions expressed herein are subject to the following qualifications and limitations:

1. Jurisdictional Limitations. The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the federal laws of the United States of America, and (iii) the limited liability company laws of the State of Ohio (including the Ohio Revised Limited Liability Company Act, Ohio Revised Code Chapter 1706). We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the Commonwealth of Pennsylvania, notwithstanding that certain of the Borrower's collateral and acquired assets, including the Butler Facility and the Meadville Facility, are located in the Commonwealth of Pennsylvania. To the extent that the laws of any jurisdiction other than those specified above may be relevant to the opinions expressed herein, we have assumed, with your consent, that such laws are consistent with the laws of the State of New York.

2. Bankruptcy and Insolvency Exceptions. The enforceability opinions set forth in Opinion 5 are subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws affecting the rights and remedies of creditors generally, including, without limitation, applicable provisions of Title 11 of the United States Code (the U.S. Bankruptcy Code), and applicable state laws governing insolvency, assignment for the benefit of creditors, and similar matters.

3. General Equitable Principles. The enforceability opinions set forth in Opinion 5 are subject to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforcement is sought in a proceeding in equity or at law.

4. Forum Selection and Jury Waiver. We express no opinion as to the enforceability of any provisions of the Loan Documents purporting to (i) establish an exclusive forum for the adjudication of disputes, (ii) waive or limit the right of any party to assert counterclaims, defenses, or set-off rights, or (iii) waive the right to trial by jury, in each case to the extent that the enforceability of such provisions may be subject to overriding judicial discretion or public policy considerations under applicable law.

5. Indemnification and Contribution. We express no opinion as to the enforceability of any indemnification, contribution, or exculpation provisions contained in the Loan Documents to the extent that such provisions may be limited or rendered unenforceable by (i) applicable federal or state securities laws, including, without limitation, Section 11 and Section 12 of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or (ii) public policy considerations, including considerations as to the indemnification of a party against its own negligence, gross negligence, willful misconduct, or fraud.

6. Security Interests. We express no opinion as to the creation, attachment, perfection, or priority of any security interest, lien, or other encumbrance in or on any property or assets of the Borrower, except to the extent, if any, that such matters are expressly addressed in separate opinions of collateral counsel delivered in connection with the closing of the transactions contemplated by the Amendment. Without limiting the foregoing, we express no opinion as to the effect of applicable law on the creation, perfection, or priority of security interests in any assets located in the Commonwealth of Pennsylvania or in any other jurisdiction outside the State of Ohio and the State of New York.

7. Financial Covenants. We express no opinion as to (i) any financial covenant, financial ratio, or financial test contained in the Credit Agreement, as amended by the Amendment, (ii) the calculation of any financial covenant, ratio, or test, (iii) the compliance by the Borrower or any other person with any such financial covenant, ratio, or test as of any date, or (iv) the adequacy of any financial projections, budgets, or other financial information delivered by or on behalf of the Borrower in connection with the Loan Documents.

8. Anti-Terrorism, Anti-Money Laundering, and Sanctions Laws. We express no opinion as to the effect of compliance or non-compliance by the Borrower or any other person with any applicable anti-terrorism, anti-money laundering, or economic sanctions laws, regulations, executive orders, or governmental guidance, including, without limitation, the USA PATRIOT Act, the Bank Secrecy Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury, and any implementing regulations or guidance promulgated thereunder.

9. Pennsylvania Law. We are not admitted to practice law in the Commonwealth of Pennsylvania and express no opinion as to the laws of the Commonwealth of Pennsylvania. Any opinion expressed herein with respect to the Borrower's qualification to transact business as a foreign limited liability company in the Commonwealth of Pennsylvania is based solely upon our review of the certificate of good standing or subsistence issued by the Secretary of the Commonwealth of Pennsylvania described in Section I above and is rendered in reliance upon, and is limited by, the statements and confirmations set forth in such certificate.

10. Good Standing Certificates. The opinions expressed herein with respect to the Borrower's good standing and qualification to transact business in any jurisdiction are based solely on the certificates of good standing or qualification obtained from the relevant Secretaries of State as described in Section I above. Such opinions speak only as of the respective dates of such certificates and do not address the Borrower's good standing or qualification status as of any other date, including the date hereof, to the extent that such status may have changed after the date of the relevant certificate.

V. RELIANCE AND DISTRIBUTION

This opinion is furnished solely for the benefit of the Addressees — Pinnacle National Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, and each of the Lenders party to the Credit Agreement as of the date hereof, including Commonwealth Merchant Bank and Heartland Commercial Finance LLC — and is rendered solely in connection with the execution and delivery of the Amendment and the funding of the Incremental Term Loan on the date hereof. This opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP, which consent may be withheld in our sole discretion.

This opinion is rendered as of the date hereof only, and we undertake no obligation, and hereby disclaim any obligation, to update, revise, or supplement this opinion to reflect any facts, circumstances, events, developments, changes in law, or information that may arise, occur, or come to our attention after the date hereof. The opinions expressed herein are limited to the specific matters expressly addressed herein, and no opinion is to be inferred or implied beyond the matters expressly stated in this letter. Without limiting the generality of the foregoing, we express no opinion as to any matter not explicitly set forth herein, including any matter that might be relevant to the Addressees' decision to enter into or fund the transactions contemplated by the Amendment.

This opinion may be delivered to, and relied upon by, any assignee or participant of a Lender's interest under the Credit Agreement, but only if (i) such assignee or participant is an Eligible Assignee or Approved Fund (as defined in the Credit Agreement), (ii) such assignment or participation is made in accordance with the terms of the Credit Agreement, and (iii) such assignee or participant agrees in writing to be bound by the terms, qualifications, limitations, and conditions set forth herein.

[Remainder of this page intentionally left blank; signature page follows]

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Harrison Wexford, Partner

Enclosures: None

cc:

Sandra K. Liu, General Counsel Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, Ohio 44308

Megan Chu, Esq. Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022 (file copy)

CALDERWOOD & HARKNESS LLP 600 Lexington Avenue, 30th Floor New York, New York 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
July 31, 2025
Matter No. 1006-00006
Pinnacle National Bank, N.A., as Administrative Agent 1200 Euclid Avenue Cleveland, Ohio 44115
Attention: Katherine M. Sweeney, Relationship Manager
and
Each of the Lenders party to the Credit Agreement referred to below, including Commonwealth Merchant Bank and Heartland Commercial Finance LLC (together with Pinnacle National Bank, N.A. as Administrative Agent, the "Addressees")
Ladies and Gentlemen:
We have acted as counsel to Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Borrower" or "CPS"), in connection with the execution and delivery of Amendment No. 3 to the Credit Agreement (the "Amendment"), dated as of July 31, 2025, amending that certain Credit Agreement dated as of November 15, 2021 (as heretofore amended by Amendment No. 1, dated as of March 12, 2023, and Amendment No. 2, dated as of September 8, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, Pinnacle National Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), and the lenders from time to time party thereto (each, a "Lender" and collectively, the "Lenders").
The Amendment, among other things, establishes a $130,000,000 incremental term loan facility (the "Incremental Term Loan") under the Credit Agreement. The Incremental Term Loan is being incurred in connection with the Borrower's acquisition of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("AVP"), pursuant to that certain Asset Purchase Agreement dated as of June 15, 2025, by and between the Borrower and AVP (the "Acquisition Agreement," and the transactions contemplated thereby, the "Acquisition").
This opinion is delivered to you pursuant to Section 5.01(d) of the Amendment and Section 4.02(c) of the Credit Agreement, as a condition precedent to the funding of the Incremental Term Loan on the date hereof (the "Closing Date"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as amended by the Amendment.
I. 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:
1.  The Credit Agreement, dated as of November 15, 2021, among the Borrower, the Administrative Agent, and the Lenders, as previously amended by Amendment No. 1 to the Credit Agreement, dated as of March 12, 2023, and Amendment No. 2 to the Credit Agreement, dated as of September 8, 2024.
2.  Amendment No. 3 to the Credit Agreement (the "Amendment"), dated as of the date hereof, among the Borrower, the Administrative Agent, and the Lenders party thereto.
3.  The Incremental Term Loan Notes, if any, issued pursuant to the Amendment on the date hereof in favor of the applicable Lenders.
4.  The Perfection Certificate dated as of the date hereof, executed and delivered by the Borrower in connection with the Amendment (the "Perfection Certificate"), which references, among other things, (i) Ohio Secretary of State Filing No. 4287653, (ii) Employer Identification Number 84-3291047, and (iii) collateral locations including the facility located at 250 Industrial Boulevard, Butler, Pennsylvania 16001 (the "Butler Facility") and the facility located at 1480 Conneaut Lake Road, Meadville, Pennsylvania 16335 (the "Meadville Facility"), each acquired or to be acquired from AVP in connection with the Acquisition.
5.  The Security Agreement, dated as of November 15, 2021, as amended and restated as of the date hereof, among the Borrower and the Administrative Agent, the Pledge Agreement, dated as of November 15, 2021, as supplemented as of the date hereof, among the Borrower and the Administrative Agent, and each of the other collateral documents executed in connection with the Credit Agreement as amended by the Amendment, including, without limitation, the intellectual Property Security Agreement, the Deposit Account Control Agreements, and any mortgages or deeds of trust delivered on or prior to the date hereof (collectively with the Amendment, the Credit Agreement, the Perfection Certificate, and the documents described in clauses (3) and (4) above, the "Loan Documents").
6.  The Certificate of Formation of Crestline Packaging Solutions LLC, as originally filed with the Ohio Secretary of State on August 14, 2018, together with all amendments thereto filed through and including the date hereof (the "Certificate of Formation").
7.  The Second Amended and Restated Operating Agreement of Crestline Packaging Solutions LLC, dated as of January 5, 2022, as amended by that certain First Amendment to Second Amended and Restated Operating Agreement, dated as of April 17, 2024, and as further amended to date (the "Operating Agreement").
8.  Resolutions of the members and managers of the Borrower, adopted by unanimous written consent dated as of July 28, 2025, authorizing the execution, delivery, and performance of the Amendment and the transactions contemplated thereby, including without limitation the borrowing of the Incremental Term Loan and the consummation of the Acquisition, as certified in the Secretary's Certificate of the Borrower dated as of the date hereof.
9.  The Secretary's Certificate of the Borrower, dated as of the date hereof, executed by Sandra K. Liu, in her capacity as Secretary of the Borrower, certifying as to (i) the incumbency and specimen signatures of the officers of the Borrower authorized to execute and deliver the Loan Documents on behalf of the Borrower, (ii) the Certificate of Formation and the Operating Agreement of the Borrower, in each case as in effect on the date hereof, and (iii) the authorizing resolutions described in clause (8) above (the "Secretary's Certificate").
10.  A Certificate of Good Standing for the Borrower issued by the Ohio Secretary of State, dated July 22, 2025 (within ten (10) days of the date hereof).
11.  A Certificate of Subsistence/Good Standing for the Borrower issued by the Secretary of the Commonwealth of Pennsylvania, dated July 23, 2025, confirming the Borrower's due qualification to transact business as a foreign limited liability company in the Commonwealth of Pennsylvania, and such similar certificates of good standing or qualification for the Borrower issued by the Secretaries of State of such other jurisdictions where the Borrower is qualified to do business, as relevant to the operation and ownership of the assets acquired from AVP in connection with the Acquisition.
12.  The Commitment Letter dated April 22, 2025 (Reference PCL-2025-04-1187) from Pinnacle National Bank, N.A., addressed to the Borrower, setting forth the terms and conditions upon which the Administrative Agent and certain Lenders committed to provide the Incremental Term Loan (the "Commitment Letter").
13.  The Equity Commitment Letter dated April 22, 2025, from Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership ("Ridgeway"), addressed to the Borrower, committing to contribute $50,000,000 in cash equity to the Borrower in connection with the Acquisition and the related financing transactions contemplated by the Amendment (the "Equity Commitment Letter").
14.  Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate as a basis for the opinions expressed herein, including, without limitation, a review of certain public records, results of lien searches conducted in relevant jurisdictions, and such other factual inquiries and investigations as we have considered relevant.
II. ASSUMPTIONS
In rendering the opinions expressed herein, we have, with your consent and without independent investigation or verification, assumed the following:
(a) The genuineness of all signatures on all documents examined by us, other than the signatures of officers and authorized representatives of the Borrower, the authenticity and completeness of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies (whether certified, conformed, photostatic, electronic, or otherwise).
(b) That each natural person who has executed any of the Loan Documents or any other document examined by us had, at the time of such execution, adequate legal capacity to do so.
(c) That each party to the Loan Documents, other than the Borrower, has been duly organized or formed, is validly existing, and is in good standing under the laws of its respective jurisdiction of organization or formation, and has all requisite corporate, partnership, limited liability company, or other organizational power and authority to execute, deliver, and perform its respective obligations under the Loan Documents to which it is a party.
(d) That the Loan Documents have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of each party thereto other than the Borrower, have been duly executed and delivered by each party thereto other than the Borrower, and constitute the legal, valid, and binding obligations of each such party, enforceable against each such party in accordance with their respective terms.
(e) The accuracy, completeness, and truthfulness of all factual matters, representations, warranties, and statements set forth in the certificates, documents, and instruments delivered to us by officers, managers, members, and other authorized representatives of the Borrower, including without limitation the Secretary's Certificate, the Perfection Certificate, and all officers' certificates delivered in connection with the closing of the transactions contemplated by the Amendment.
(f) That the Administrative Agent and the Lenders have acted in good faith and without notice of any defense against the enforcement of any rights created by, or arising under or in connection with, the Loan Documents, and that no party to the Loan Documents has engaged in any course of dealing or conduct that would give rise to an estoppel, waiver, or other defense to the enforcement of any provision of the Loan Documents.
(g) That the consideration recited in each of the Loan Documents is adequate and has been duly paid or delivered, and that the transactions contemplated by the Loan Documents reflect arm's-length negotiations among the parties thereto.
(h) That the Incremental Term Loan bears interest at a rate equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement, as amended by the Amendment) plus 375 basis points per annum, with a SOFR floor of 50 basis points per annum, and that the ticking fee of 25 basis points per annum on undrawn commitments under the Incremental Term Loan facility commencing on June 21, 2025 through and including the date hereof has been properly calculated and accrued in accordance with the terms of the Commitment Letter and the Amendment.
(i) That no fraud, duress, undue influence, mistake of fact, misrepresentation, or other irregularity has occurred or exists with respect to any of the transactions contemplated by the Loan Documents.
(j) That the Loan Documents accurately reflect the complete agreement of the parties thereto with respect to the subject matter thereof, and that there are no oral or written agreements, understandings, or courses of dealing between or among the parties that would modify, supplement, or otherwise affect the terms of the Loan Documents.
III. OPINIONS
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section IV below, we are of the opinion that:
Opinion 1: Due Organization and Good Standing
Crestline Packaging Solutions LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Ohio. The Borrower was formed by the filing of its Certificate of Formation with the Ohio Secretary of State on August 14, 2018, under Ohio Secretary of State Filing No. 4287653, and such Certificate of Formation, as amended to date, has not been revoked, cancelled, or otherwise terminated. The Borrower's principal place of business and headquarters is located at 4100 Commerce Parkway, Suite 800, Akron, Ohio 44308, and its registered agent for service of process in the State of Ohio is Capitol Statutory Services Inc., 65 East Ashbury Asset Advisors, Columbus, Ohio 43215.
The Borrower is duly qualified to transact business as a foreign limited liability company and is in good standing in each jurisdiction where the ownership, leasing, or operation of its properties, or the conduct of its business, requires such qualification, including, without limitation, the Commonwealth of Pennsylvania. We note that the Borrower's qualification in the Commonwealth of Pennsylvania is particularly relevant in connection with the Acquisition and the operation of the acquired Butler Facility and Meadville Facility. This opinion as to the Borrower's good standing and qualification to do business in jurisdictions other than the State of Ohio is rendered solely in reliance upon the certificates of good standing or qualification obtained from the relevant Secretaries of State, as described in Section I above, and is subject to the qualifications set forth in Section IV below.
Opinion 2: Power and Authority
The Borrower has the limited liability company power and authority under its Certificate of Formation and Operating Agreement to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, including, without limitation, the Amendment establishing the $130,000,000 Incremental Term Loan facility and the related collateral documents. The Borrower has the limited liability company power and authority to own, lease, and operate its properties, including the assets acquired from AVP pursuant to the Acquisition Agreement, and to carry on its business as currently conducted and as proposed to be conducted following the consummation of the Acquisition.
Opinion 3: Due Authorization
The execution, delivery, and performance by the Borrower of each of the Loan Documents to which it is a party, and the borrowing of the Incremental Term Loan in the aggregate principal amount of $130,000,000, have been duly authorized by all necessary limited liability company action on the part of the Borrower, including, without limitation, all necessary actions of the members and managers of the Borrower as required under the Operating Agreement and applicable provisions of the Ohio Revised Code. The authorizing resolutions of the members and managers of the Borrower, as certified in the Secretary's Certificate, have been duly adopted in accordance with the Certificate of Formation, the Operating Agreement, and the Ohio Revised Limited Liability Company Act (Ohio Revised Code Chapter 1706), and have not been amended, modified, revoked, or rescinded and remain in full force and effect as of the date hereof. No further approval, consent, or authorization of any member, manager, or other person or entity is required in connection with the execution, delivery, or performance by the Borrower of the Loan Documents or the borrowing of the Incremental Term Loan.
Opinion 4: Execution and Delivery
Each of the Loan Documents to which the Borrower is a party has been duly executed and delivered by the Borrower by officers or authorized representatives of the Borrower who are duly authorized to execute and deliver such documents on behalf of the Borrower, as evidenced by the incumbency and specimen signatures certified in the Secretary's Certificate.
Opinion 5: Enforceability
Each of the Loan Documents to which the Borrower is a party constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, or other similar laws affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, principles relating to the concepts of materiality, reasonableness, good faith, and fair dealing, and (iii) the discretion of any court of competent jurisdiction before which a proceeding for enforcement may be brought with respect to the availability of specific performance, injunctive relief, or other equitable remedies (the limitations described in clauses (i) through (iii) above, the "Enforceability Exceptions").
Opinion 6: No Conflicts
The execution, delivery, and performance by the Borrower of the Loan Documents to which it is a party, the borrowing of the Incremental Term Loan, and the consummation of the transactions contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Certificate of Formation or the Operating Agreement of the Borrower;
(b) violate any law, statute, rule, or regulation of the State of Ohio, the State of New York, or the United States of America that, in our experience, is normally applicable to transactions of the type contemplated by the Loan Documents (it being understood that this opinion is limited to the laws of the State of New York, the federal laws of the United States of America, and the limited liability company laws of the State of Ohio, and we express no opinion as to the laws of any other jurisdiction); or
(c) result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Borrower under, any indenture, agreement, instrument, or other contractual obligation to which the Borrower is a party or by which the Borrower or any of its properties or assets is bound, which agreements and instruments have been identified to us by the Borrower in the Secretary's Certificate and the Perfection Certificate as being material to the Borrower and its subsidiaries, taken as a whole; provided, however, that this opinion in clause (c) does not extend to liens created in favor of the Administrative Agent pursuant to the Loan Documents, which liens are expressly permitted thereunder.
Opinion 7: No Governmental Approvals Required
No consent, approval, license, authorization, or order of, or filing, registration, or qualification with, any court or governmental authority or regulatory body of the State of Ohio, the State of New York, or the United States of America, is required for the execution, delivery, and performance by the Borrower of the Loan Documents to which it is a party, or for the borrowing of the Incremental Term Loan, except for:
(a) filings under the applicable provisions of the Uniform Commercial Code as in effect in relevant jurisdictions necessary to perfect the security interests granted by the Borrower under the Loan Documents in favor of the Administrative Agent, as contemplated by the Perfection Certificate;
(b) filings and registrations that have already been duly made and are in full force and effect as of the date hereof; and
(c) such consents, approvals, authorizations, filings, registrations, or qualifications as may be required under federal or state securities laws of general applicability, the necessity for which depends upon the activities or status of the Administrative Agent or the Lenders.
We note that no filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required in connection with the Acquisition or the borrowing of the Incremental Term Loan. We have reviewed the applicable filing thresholds under the HSR Act and the rules and regulations promulgated thereunder, as currently in effect, and have confirmed, based on representations made to us by the Borrower and information set forth in the Acquisition Agreement, that the Acquisition does not meet the applicable size-of-transaction or size-of-person thresholds that would require a pre-merger notification filing.
Opinion 8: No Proceedings
To our knowledge, after due inquiry of officers and authorized representatives of the Borrower and a review of the dockets of the courts specified below, there are no legal or governmental actions, suits, proceedings, or investigations pending or, to our knowledge, threatened against or affecting the Borrower or any of its properties or assets before any court, arbitrator, or governmental authority or regulatory body that (i) challenge the validity or enforceability of any of the Loan Documents or the transactions contemplated thereby, or (ii) if adversely determined, would reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business, financial condition, or results of operations of the Borrower or on the ability of the Borrower to perform its obligations under the Loan Documents. For purposes of this opinion, "to our knowledge" means the actual knowledge, without independent investigation, of the attorneys at this firm who have given substantive attention to the representation of the Borrower in connection with the transactions contemplated by the Amendment.
IV. QUALIFICATIONS AND LIMITATIONS
The opinions expressed herein are subject to the following qualifications and limitations:
1.  Jurisdictional Limitations. The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the federal laws of the United States of America, and (iii) the limited liability company laws of the State of Ohio (including the Ohio Revised Limited Liability Company Act, Ohio Revised Code Chapter 1706). We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the Commonwealth of Pennsylvania, notwithstanding that certain of the Borrower's collateral and acquired assets, including the Butler Facility and the Meadville Facility, are located in the Commonwealth of Pennsylvania. To the extent that the laws of any jurisdiction other than those specified above may be relevant to the opinions expressed herein, we have assumed, with your consent, that such laws are consistent with the laws of the State of New York.
2.  Bankruptcy and Insolvency Exceptions. The enforceability opinions set forth in Opinion 5 are subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws affecting the rights and remedies of creditors generally, including, without limitation, applicable provisions of Title 11 of the United States Code (the U.S. Bankruptcy Code), and applicable state laws governing insolvency, assignment for the benefit of creditors, and similar matters.
3.  General Equitable Principles. The enforceability opinions set forth in Opinion 5 are subject to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforcement is sought in a proceeding in equity or at law.
4.  Forum Selection and Jury Waiver. We express no opinion as to the enforceability of any provisions of the Loan Documents purporting to (i) establish an exclusive forum for the adjudication of disputes, (ii) waive or limit the right of any party to assert counterclaims, defenses, or set-off rights, or (iii) waive the right to trial by jury, in each case to the extent that the enforceability of such provisions may be subject to overriding judicial discretion or public policy considerations under applicable law.
5.  Indemnification and Contribution. We express no opinion as to the enforceability of any indemnification, contribution, or exculpation provisions contained in the Loan Documents to the extent that such provisions may be limited or rendered unenforceable by (i) applicable federal or state securities laws, including, without limitation, Section 11 and Section 12 of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or (ii) public policy considerations, including considerations as to the indemnification of a party against its own negligence, gross negligence, willful misconduct, or fraud.
6.  Security Interests. We express no opinion as to the creation, attachment, perfection, or priority of any security interest, lien, or other encumbrance in or on any property or assets of the Borrower, except to the extent, if any, that such matters are expressly addressed in separate opinions of collateral counsel delivered in connection with the closing of the transactions contemplated by the Amendment. Without limiting the foregoing, we express no opinion as to the effect of applicable law on the creation, perfection, or priority of security interests in any assets located in the Commonwealth of Pennsylvania or in any other jurisdiction outside the State of Ohio and the State of New York.
7.  Financial Covenants. We express no opinion as to (i) any financial covenant, financial ratio, or financial test contained in the Credit Agreement, as amended by the Amendment, (ii) the calculation of any financial covenant, ratio, or test, (iii) the compliance by the Borrower or any other person with any such financial covenant, ratio, or test as of any date, or (iv) the adequacy of any financial projections, budgets, or other financial information delivered by or on behalf of the Borrower in connection with the Loan Documents.
8.  Anti-Terrorism, Anti-Money Laundering, and Sanctions Laws. We express no opinion as to the effect of compliance or non-compliance by the Borrower or any other person with any applicable anti-terrorism, anti-money laundering, or economic sanctions laws, regulations, executive orders, or governmental guidance, including, without limitation, the USA PATRIOT Act, the Bank Secrecy Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury, and any implementing regulations or guidance promulgated thereunder.
9.  Pennsylvania Law. We are not admitted to practice law in the Commonwealth of Pennsylvania and express no opinion as to the laws of the Commonwealth of Pennsylvania. Any opinion expressed herein with respect to the Borrower's qualification to transact business as a foreign limited liability company in the Commonwealth of Pennsylvania is based solely upon our review of the certificate of good standing or subsistence issued by the Secretary of the Commonwealth of Pennsylvania described in Section I above and is rendered in reliance upon, and is limited by, the statements and confirmations set forth in such certificate.
10.  Good Standing Certificates. The opinions expressed herein with respect to the Borrower's good standing and qualification to transact business in any jurisdiction are based solely on the certificates of good standing or qualification obtained from the relevant Secretaries of State as described in Section I above. Such opinions speak only as of the respective dates of such certificates and do not address the Borrower's good standing or qualification status as of any other date, including the date hereof, to the extent that such status may have changed after the date of the relevant certificate.
V. RELIANCE AND DISTRIBUTION
This opinion is furnished solely for the benefit of the Addressees — Pinnacle National Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, and each of the Lenders party to the Credit Agreement as of the date hereof, including Commonwealth Merchant Bank and Heartland Commercial Finance LLC — and is rendered solely in connection with the execution and delivery of the Amendment and the funding of the Incremental Term Loan on the date hereof. This opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP, which consent may be withheld in our sole discretion.
This opinion is rendered as of the date hereof only, and we undertake no obligation, and hereby disclaim any obligation, to update, revise, or supplement this opinion to reflect any facts, circumstances, events, developments, changes in law, or information that may arise, occur, or come to our attention after the date hereof. The opinions expressed herein are limited to the specific matters expressly addressed herein, and no opinion is to be inferred or implied beyond the matters expressly stated in this letter. Without limiting the generality of the foregoing, we express no opinion as to any matter not explicitly set forth herein, including any matter that might be relevant to the Addressees' decision to enter into or fund the transactions contemplated by the Amendment.
This opinion may be delivered to, and relied upon by, any assignee or participant of a Lender's interest under the Credit Agreement, but only if (i) such assignee or participant is an Eligible Assignee or Approved Fund (as defined in the Credit Agreement), (ii) such assignment or participation is made in accordance with the terms of the Credit Agreement, and (iii) such assignee or participant agrees in writing to be bound by the terms, qualifications, limitations, and conditions set forth herein.
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Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Harrison Wexford, Partner
Enclosures: None
cc:
Sandra K. Liu, General Counsel Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, Ohio 44308
Megan Chu, Esq. Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022 (file copy)

I. DOCUMENTS EXAMINED

II. ASSUMPTIONS

III. OPINIONS

IV. QUALIFICATIONS AND LIMITATIONS

V. RELIANCE AND DISTRIBUTION

CALDERWOOD & HARKNESS LLP

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