1007-00001 · Vantage Mobility Systems Corp · Closing

borrowers-counsel-legal-opinion.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Park Avenue, 31st Floor New York, New York 10022

Telephone: (212) 506-7200 Facsimile: (212) 506-7201 www.calderwoodharkness.com

[Closing Date]

Pinnacle National Bank, National Association, as Administrative Agent and Collateral Agent 311 South Wacker Drive, Suite 3200 Chicago, Illinois 60606

Great Lakes Commercial Lending Corp., as Lender 200 Renaissance Center, Suite 1800 Detroit, Michigan 48243

Ironbridge Capital Finance, LLC, as Lender 1251 Avenue of the Americas, 34th Floor New York, New York 10020

Re: Legal Opinion of Borrower's Counsel — Credit Agreement (in substantially final form, to be dated as of the Closing Date), among Vantage Mobility Systems Corp., the Subsidiary Guarantors party thereto, Pinnacle National Bank, N.A., as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender, and the Lenders party thereto

Ladies and Gentlemen:

We have acted as counsel to Vantage Mobility Systems Corp., a corporation duly incorporated under the laws of the State of Delaware (the "Company" or the "Borrower"), in connection with the Credit Agreement (in substantially final form, to be dated as of the Closing Date) (the "Credit Agreement"), among (i) the Borrower, (ii) VMS Tooling Solutions, LLC, a Michigan limited liability company, VMS Precision Machining, Inc., a Delaware corporation, and VMS Die Cast Technologies, LLC, a Michigan limited liability company (collectively, the "Subsidiary Guarantors" and, together with the Borrower, the "Loan Parties"), (iii) Pinnacle National Bank, National Association ("Pinnacle"), in its capacities as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender, and (iv) the several financial institutions from time to time party thereto as lenders, including Pinnacle National Bank, N.A., Great Lakes Commercial Lending Corp., and Ironbridge Capital Finance, LLC (collectively, the "Lenders"). The Credit Agreement provides for a $45,000,000 senior secured revolving credit facility (the "Facility") in favor of the Borrower, with the obligations thereunder guaranteed by each of the Subsidiary Guarantors and secured by substantially all of the assets of the Loan Parties, as more particularly described in the Guarantee and Collateral Agreement referenced below.

This form of opinion letter will be delivered at Closing pursuant to Section 5.01(f) of the Credit Agreement as a condition precedent to the initial extensions of credit thereunder. Capitalized terms used but not otherwise defined in this opinion letter shall have the meanings ascribed to such terms in the Credit Agreement.

1. Documents Examined

In rendering the opinions set forth below, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents (collectively, the "Opinion Documents"):

(a) The Credit Agreement (in substantially final form, to be dated as of the Closing Date), among the Borrower, the Subsidiary Guarantors, the Administrative Agent, and the Lenders (the "Credit Agreement");

(b) The Guarantee and Collateral Agreement (in substantially final form, to be dated as of the Closing Date), among the Borrower, the Subsidiary Guarantors, and Pinnacle National Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties (the "Guarantee and Collateral Agreement");

(c) The Intercreditor Agreement (in substantially final form, to be dated as of the Closing Date) (the "Intercreditor Agreement"), between Pinnacle National Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, and Pinnacle National Bank, N.A., in its capacity as Administrative Agent under the Existing Credit Agreement dated as of March 15, 2022 (the "Existing Credit Agreement"), among the Borrower, the lenders party thereto, and Pinnacle National Bank, N.A., as administrative agent, as acknowledged and consented to by the Borrower and each Subsidiary Guarantor;

(d) The Sponsor Limited Guarantee (in substantially final form, to be dated as of the Closing Date) (the "Sponsor Limited Guarantee"), to be executed by Ridgecrest Automotive Holdings, LLC, a Delaware limited liability company ("Sponsor"), in favor of Pinnacle National Bank, N.A., as Administrative Agent, guaranteeing certain obligations under the Credit Agreement, limited to an aggregate amount not to exceed $5,000,000;

(e) UCC-1 financing statements (the "Financing Statements") naming the Borrower and each Subsidiary Guarantor, respectively, as debtor and Pinnacle National Bank, N.A., as Collateral Agent, as secured party, prepared for filing with (i) the Secretary of State of the State of Delaware and (ii) the Michigan Department of State; and

(f) intellectual property security agreements (the "IP Security Agreements") executed by the Borrower and the applicable Subsidiary Guarantors in favor of the Collateral Agent, prepared for filing and recordation with the United States Patent and Trademark Office (the "USPTO").

The Credit Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement, the Sponsor Limited Guarantee, the Financing Statements, and the IP Security Agreements are referred to collectively herein as the "Loan Documents."

In addition to the Loan Documents, we have examined the following organizational, corporate, and governmental documents and certificates:

(i) The Certificate of Incorporation of Vantage Mobility Systems Corp., as amended through the date hereof (the "Charter"), as certified by the Secretary of State of the State of Delaware on June 27, 2025;

(ii) The Bylaws of Vantage Mobility Systems Corp., as amended through the date hereof (the "Bylaws"), as certified by the Secretary of the Borrower as of the Closing Date;

(iii) Resolutions of the Board of Directors of Vantage Mobility Systems Corp. (the "Board Resolutions"), adopted by unanimous written consent effective June 28, 2025, authorizing the execution, delivery, and performance of the Credit Agreement and each of the other Loan Documents to which the Borrower is a party, certified by the Secretary of the Borrower as being true, correct, and complete and in full force and effect as of the date hereof;

(iv) A Certificate of Good Standing for Vantage Mobility Systems Corp. issued by the Secretary of State of the State of Delaware, dated June 27, 2025;

(v) A Certificate of Qualification and Good Standing for Vantage Mobility Systems Corp. as a foreign corporation authorized to transact business in the State of Michigan, issued by the Michigan Department of Licensing and Regulatory Affairs, dated June 26, 2025;

(vi) The certificates of formation or organization and the operating agreements, articles of organization, or other governing documents of each Subsidiary Guarantor, each as amended through the date hereof and certified to our satisfaction, as follows:

(A) VMS Tooling Solutions, LLC — a Michigan limited liability company (EIN: 38-5618294): Articles of Organization as filed with the Michigan Department of Licensing and Regulatory Affairs, together with the Amended and Restated Operating Agreement dated as of September 1, 2021;

(B) VMS Precision Machining, Inc. — a Delaware corporation (EIN: 20-8734561): Certificate of Incorporation as filed with the Secretary of State of the State of Delaware, together with the Bylaws as amended through the date hereof; and

(C) VMS Die Cast Technologies, LLC — a Michigan limited liability company (EIN: 38-6091473): Articles of Organization as filed with the Michigan Department of Licensing and Regulatory Affairs, together with the Amended and Restated Operating Agreement dated as of January 15, 2023;

(vii) Good standing certificates for each Subsidiary Guarantor from their respective jurisdictions of formation, specifically: (A) a Certificate of Good Standing for VMS Tooling Solutions, LLC issued by the Michigan Department of Licensing and Regulatory Affairs, dated June 26, 2025; (B) a Certificate of Good Standing for VMS Precision Machining, Inc. issued by the Secretary of State of the State of Delaware, dated June 27, 2025; and (C) a Certificate of Good Standing for VMS Die Cast Technologies, LLC issued by the Michigan Department of Licensing and Regulatory Affairs, dated June 26, 2025;

(viii) A Secretary's Certificate of Vantage Mobility Systems Corp. to be dated as of the Closing Date (the "Secretary's Certificate"), executed by Robert T. Hensley, Secretary of the Borrower, attaching thereto true and complete copies of the Charter, Bylaws, Board Resolutions, and incumbency certificates identifying the officers of the Borrower authorized to execute and deliver the Loan Documents on behalf of the Borrower; and

(ix) An Officer's Closing Certificate of Vantage Mobility Systems Corp. to be dated as of the Closing Date (the "Closing Certificate"), executed by Linda S. Nakamura, Chief Financial Officer of the Borrower, certifying as to certain factual and financial matters, including the accuracy of representations and warranties contained in the Credit Agreement and the absence of any Default or Event of Default as of the date thereof.

We have also examined such other documents, agreements, certificates, records, and instruments as we have deemed necessary or appropriate for the purposes of this opinion letter.

Capitalized terms used but not otherwise defined in this opinion letter shall have the respective meanings ascribed to such terms in the Credit Agreement.

2. 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 the officers and authorized representatives of the Borrower and the Subsidiary Guarantors;

(b) 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;

(c) The accuracy and completeness of all certificates, representations, and statements of officers and other authorized representatives of the Borrower and the Subsidiary Guarantors, including the Secretary's Certificate and the Closing Certificate, and that the factual matters represented and warranted therein are true and correct as of the date hereof;

(d) Each party to the Opinion Documents (other than the Borrower and the Subsidiary Guarantors) has the requisite legal capacity, power, authority, and legal right under all applicable laws and its respective organizational or governing documents to execute, deliver, and perform its respective obligations under each Opinion Document to which it is a party;

(e) Each Opinion Document has been duly authorized, executed, and delivered by each party thereto other than the Borrower and the Subsidiary Guarantors, and constitutes the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms;

(f) Each natural person who executed any Opinion Document on behalf of any party thereto was legally competent to do so at the time of such execution;

(g) The choice of the laws of the State of New York as the governing law of the Credit Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement, and the other Opinion Documents will be recognized and given effect by any court of competent jurisdiction in which enforcement of any such Opinion Document is sought, including a court applying the conflicts-of-law rules of any applicable jurisdiction;

(h) Pinnacle National Bank, N.A. (in each of its capacities), each Lender, and each other Secured Party has acted in good faith, without notice of any defense against or defect in the enforceability of the obligations of the Borrower or any Subsidiary Guarantor under the Opinion Documents, and without any intent to hinder, defraud, or delay any creditor of the Borrower or any Subsidiary Guarantor;

(i) The accuracy and completeness of all public records, filings, and certificates obtained from or issued by governmental authorities in the States of Delaware, Michigan, and New York, and the records maintained by the United States Patent and Trademark Office, and that such records are current and have not been superseded or amended since the dates indicated therein; and

(j) No event has occurred between the date of any good standing certificate or other governmental certificate examined by us and the date hereof that would cause such certificate to be inaccurate or misleading in any material respect.

3. Opinions

Based upon and subject to the foregoing, and subject to the qualifications, limitations, and exceptions set forth in Section 4 below, we are of the opinion that:

3.1 Due Organization and Good Standing — Borrower

Vantage Mobility Systems Corp. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Borrower has the corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted. The Borrower is duly qualified to do business and is in good standing as a foreign corporation in the State of Michigan. In rendering the foregoing opinion, we have relied upon our review of the Charter, the Bylaws, the Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated June 27, 2025, and the Certificate of Qualification and Good Standing issued by the Michigan Department of Licensing and Regulatory Affairs dated June 26, 2025, and have made no independent investigation as to any other jurisdiction in which the Borrower may be required to qualify to do business.

3.2 Due Organization and Good Standing — Subsidiary Guarantors

Each Subsidiary Guarantor is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of formation, as follows:

(a) VMS Tooling Solutions, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Michigan;

(b) VMS Precision Machining, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware; and

(c) VMS Die Cast Technologies, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Michigan.

Each Subsidiary Guarantor has the organizational power and authority to own, lease, and operate its respective properties and to conduct its respective business as presently conducted. In rendering this opinion, we have relied upon our review of the organizational documents and good standing certificates described in Section 1 above with respect to each Subsidiary Guarantor.

3.3 Corporate Power and Authority

The Borrower has the corporate power and authority to execute, deliver, and perform its obligations under each Opinion Document to which it is a party, including, without limitation, the Credit Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement, the Financing Statements, and the IP Security Agreements, and to borrow under the Facility and to grant the security interests and liens contemplated by the Guarantee and Collateral Agreement. Each Subsidiary Guarantor has the organizational power and authority to execute, deliver, and perform its obligations under each Opinion Document to which it is a party, including, without limitation, the Guarantee and Collateral Agreement, the Intercreditor Agreement, the Financing Statements, and the IP Security Agreements, and to guarantee the obligations of the Borrower under the Credit Agreement and to grant the security interests and liens contemplated by the Guarantee and Collateral Agreement.

3.4 Due Authorization

The execution, delivery, and performance by the Borrower of each Opinion Document to which it is a party have been duly authorized by all necessary corporate action on the part of the Borrower, including the Board Resolutions adopted by unanimous written consent of the Board of Directors of the Borrower effective June 28, 2025, copies of which have been certified to us by the Secretary of the Borrower. No vote or approval of the stockholders of the Borrower is required for the authorization, execution, delivery, or performance of any Opinion Document to which the Borrower is a party that has not been duly obtained.

The execution, delivery, and performance by each Subsidiary Guarantor of each Opinion Document to which it is a party have been duly authorized by all necessary organizational action on the part of such Subsidiary Guarantor, including requisite resolutions of the board of directors (in the case of VMS Precision Machining, Inc.) or written consents of the sole member or managing member (in the case of VMS Tooling Solutions, LLC and VMS Die Cast Technologies, LLC), as applicable. No member consent, stockholder approval, or other organizational approval is required for the authorization, execution, delivery, or performance of any Opinion Document to which any Subsidiary Guarantor is a party that has not been duly obtained.

3.5 Execution and Delivery

Each Opinion Document to which the Borrower is a party has been duly executed and delivered by the Borrower, and each Opinion Document to which any Subsidiary Guarantor is a party has been duly executed and delivered by such Subsidiary Guarantor. The officers of the Borrower and each Subsidiary Guarantor who executed the Opinion Documents on behalf of such entity are duly authorized to do so, as set forth in the incumbency certificates delivered to the Administrative Agent in connection with the closing of the transactions contemplated by the Credit Agreement.

3.6 Enforceability. Each of the following documents constitutes the legal, valid, and binding obligation of the Borrower and/or the applicable Subsidiary Guarantors that are party thereto, enforceable against such Loan Party in accordance with its respective terms:

(a) The Credit Agreement constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms;

(b) The Guarantee and Collateral Agreement constitutes the legal, valid, and binding obligation of each of the Borrower and the Subsidiary Guarantors party thereto, enforceable against each such Loan Party in accordance with its terms; and

(c) The Intercreditor Agreement constitutes the legal, valid, and binding obligation of each of the Borrower and the Subsidiary Guarantors party thereto (to the extent such parties have consented to, acknowledged, and agreed to be bound by the terms thereof), enforceable against each such Loan Party in accordance with its terms.

The foregoing enforceability opinions are subject to the Enforceability Exceptions set forth in Section 4.1 below. Each of the Credit Agreement, the Guarantee and Collateral Agreement, and the Intercreditor Agreement is governed by the laws of the State of New York.

3.7 No Conflicts

The execution, delivery, and performance by the Borrower and each Subsidiary Guarantor of the Opinion Documents to which it is a party, and the consummation of the transactions contemplated thereby (including the borrowings under the Facility and the granting of the security interests and liens contemplated by the Guarantee and Collateral Agreement), do not and will not:

(a) Violate, contravene, or conflict with the Certificate of Incorporation or Bylaws of the Borrower, the Certificate of Incorporation or Bylaws of VMS Precision Machining, Inc., or the Articles of Organization or Operating Agreement (or equivalent organizational documents) of VMS Tooling Solutions, LLC or VMS Die Cast Technologies, LLC;

(b) Violate, contravene, or conflict with any federal law or statute of the United States of America or any statute, rule, or regulation of the State of New York that, in our experience, is typically applicable to borrowers and guarantors in syndicated credit facility transactions of the type contemplated by the Credit Agreement, it being understood that this opinion is limited to the laws of the State of New York and the federal laws of the United States and we express no opinion with respect to the laws of any other state or jurisdiction;

(c) Result in a breach of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or require any consent not heretofore obtained under, any material agreement, indenture, mortgage, deed of trust, or other instrument identified to us by the Borrower as being binding upon the Borrower or any Subsidiary Guarantor, including the Existing Credit Agreement dated as of March 15, 2022, among the Borrower, the lenders party thereto, and Pinnacle National Bank, N.A., as administrative agent (we note that the Intercreditor Agreement governs the relationship between the obligations under the Facility and the existing first-lien term loan facility under the Existing Credit Agreement, including the relative priority of the security interests securing such obligations); or

(d) Result in the creation or imposition of any lien, security interest, charge, or encumbrance upon any property or assets of the Borrower or any Subsidiary Guarantor, other than the liens and security interests created under or pursuant to the Opinion Documents in favor of the Collateral Agent for the benefit of the Secured Parties.

3.8 Governmental Approvals

No authorization, approval, consent, license, permit, or order of, or filing, registration, qualification, or recording with, any federal governmental authority of the United States of America or any governmental authority of the State of New York is required for the due execution, delivery, or performance by the Borrower or any Subsidiary Guarantor of any Opinion Document to which it is a party, or for the validity or enforceability thereof, except for:

(a) The filing of UCC-1 financing statements with the Secretary of State of the State of Delaware (with respect to the Borrower and VMS Precision Machining, Inc., each being organized under the laws of the State of Delaware) and with the Michigan Department of State (with respect to VMS Tooling Solutions, LLC and VMS Die Cast Technologies, LLC, each being organized under the laws of the State of Michigan);

(b) The filing and recordation of the IP Security Agreements with the United States Patent and Trademark Office with respect to the patents and trademarks and applications therefor owned by the Borrower and the applicable Subsidiary Guarantors; and

(c) Such other filings, registrations, and recordings as have been made on or prior to the date hereof or that will be made promptly following the date hereof in connection with the perfection of the security interests created under the Guarantee and Collateral Agreement.

3.9 Creation and Perfection of Security Interests

The Guarantee and Collateral Agreement creates in favor of Pinnacle National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, a valid security interest in all right, title, and interest of the Borrower and each Subsidiary Guarantor in and to the Collateral (as defined in the Guarantee and Collateral Agreement), including, without limitation, the following:

(a) All tooling, dies, molds, fixtures, machinery, equipment, and other tangible personal property;

(b) All accounts receivable, general intangibles related thereto, and all inventory (including raw materials, work-in-progress, and finished goods);

(c) All intellectual property, including all United States patents and patent applications, trademarks and trademark applications, service marks, trade names, trade secrets, know-how, and goodwill appurtenant thereto;

(d) All deposit accounts and securities accounts, together with all cash, cash equivalents, and financial assets credited thereto;

(e) One hundred percent (100%) of the issued and outstanding equity interests in each domestic subsidiary of the Borrower, including VMS Tooling Solutions, LLC, VMS Precision Machining, Inc., and VMS Die Cast Technologies, LLC; and

(f) Sixty-five percent (65%) of the issued and outstanding voting equity interests (and one hundred percent (100%) of the non-voting equity interests, if any) in VMS de México, S. de R.L. de C.V., a sociedad de responsabilidad limitada de capital variable organized under the laws of Mexico.

Upon the filing of the UCC-1 financing statements with the Secretary of State of the State of Delaware (with respect to the Borrower, Vantage Mobility Systems Corp., and VMS Precision Machining, Inc., each being organized under the laws of the State of Delaware, such that the State of Delaware is the jurisdiction of organization of each such debtor for purposes of Article 9 of the Uniform Commercial Code) and with the Michigan Department of State (with respect to VMS Tooling Solutions, LLC and VMS Die Cast Technologies, LLC, each being organized under the laws of the State of Michigan, such that the State of Michigan is the jurisdiction of organization of each such debtor for purposes of Article 9 of the Uniform Commercial Code), the security interest granted by each such Loan Party in those items and types of Collateral described in Article 9 of the UCC in which a security interest may be perfected by the filing of a financing statement will be perfected to the extent that perfection can be achieved by such filing.

With respect to the deposit accounts held by the Borrower at Lakeshore Trust Company (including, without limitation, the deposit account ending in 7841), we note that under Section 9-312(b)(1) of the UCC, a security interest in a deposit account can be perfected only by control (and not by filing). Accordingly, perfection of the security interest in such deposit accounts requires the execution and delivery of deposit account control agreements by Lakeshore Trust Company in favor of the Collateral Agent, in form and substance satisfactory to the Collateral Agent. Upon the execution and delivery of such deposit account control agreements, the Collateral Agent will have a perfected security interest in such deposit accounts.

With respect to intellectual property that is registered with, or for which applications are pending before, the United States Patent and Trademark Office, perfection of the security interest therein requires, in addition to the filing of UCC-1 financing statements as described above, the recordation of the IP Security Agreements with the USPTO. Upon such recordation, the security interest of the Collateral Agent in such registered intellectual property will be perfected to the extent that applicable provisions of the United States Code (including the Patent Act and the Lanham Act) and Article 9 of the UCC require such recordation for perfection.

The security interest created under the Guarantee and Collateral Agreement secures the obligations of the Borrower and the Subsidiary Guarantors under the Credit Agreement and the other Loan Documents on a first-priority basis, subject to (i) Permitted Liens (as defined in the Credit Agreement) and (ii) the equal-priority (pari passu) treatment with the existing first-lien term loan facility under the Existing Credit Agreement, as governed by and subject to the terms of the Intercreditor Agreement.

3.10 Investment Company Act

The Borrower is not, and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents will not be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

4. Qualifications and Limitations

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

4.1 Enforceability Exceptions

The enforceability opinions set forth in Section 3.6 above are subject to and limited by:

(a) Applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, arrangement, fraudulent conveyance, fraudulent transfer, preference, and other similar laws of general applicability now or hereafter in effect relating to or affecting the rights and remedies of creditors generally, including, without limitation, the United States Bankruptcy Code (Title 11, U.S.C.), as amended, and any successor statute thereto;

(b) General principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), including, without limitation, concepts of materiality, good faith, fair dealing, reasonableness, unconscionability, and the discretion of the court before which any proceeding may be brought with respect to the availability of specific performance, injunctive relief, and other equitable remedies, and the power of a court of equity to deny enforcement of remedies that such court considers harsh, inequitable, or otherwise inconsistent with public policy; and

(c) The effect of applicable public policy considerations and statutory or judicial limitations on the enforceability of provisions of the Opinion Documents relating to indemnification, contribution, exculpation, or limitation of liability to the extent such provisions purport to indemnify, hold harmless, or exculpate a party against or from liability for its own gross negligence, willful misconduct, or violations of applicable securities laws.

The foregoing qualifications are referred to herein collectively as the "Enforceability Exceptions."

4.2 Scope Limitations

(a) The opinions expressed herein are limited in all respects to the laws of the State of New York (including applicable provisions of the Uniform Commercial Code as in effect in the State of New York), the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code), the Michigan Limited Liability Company Act (Michigan Compiled Laws §§ 450.4101 et seq.), and the federal laws of the United States of America, and we express no opinion with respect to the laws of any other jurisdiction, including, without limitation, the laws of the United Mexican States with respect to VMS de México, S. de R.L. de C.V. or any matters of Mexican law arising in connection with the pledge of equity interests therein.

(b) Without limiting the generality of the foregoing, we express no opinion on any matter arising under or relating to (i) tax laws (including federal, state, and local tax laws and regulations), (ii) environmental laws and regulations, (iii) pension, employee benefit, or ERISA matters, (iv) antitrust and competition laws, (v) federal or state securities laws (including the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended), (vi) land use, zoning, building code, or real property laws, or (vii) any other regulatory or administrative laws or regulations, except to the extent expressly set forth herein.

(c) We express no opinion as to the enforceability, validity, or binding effect of the Sponsor Limited Guarantee executed by Ridgecrest Automotive Holdings, LLC in favor of Pinnacle National Bank, N.A., as Administrative Agent. We have not been retained by Ridgecrest Automotive Holdings, LLC, and we understand that the enforceability of the Sponsor Limited Guarantee is addressed separately by counsel to the Sponsor or by the parties pursuant to separate arrangements.

(d) The opinions expressed herein with respect to the perfection of security interests under the Uniform Commercial Code are limited to Article 9 of the UCC as in effect in the States of Delaware, Michigan, and New York, as applicable, and do not address perfection under the laws of any other jurisdiction. We express no opinion as to the effect of the UCC as adopted in any jurisdiction other than the States of Delaware, Michigan, and New York.

4.3 Reliance on Certificates and Public Records

(a) In rendering the opinions expressed in Sections 3.1 and 3.2 above regarding the due organization, valid existence, and good standing of the Borrower and each Subsidiary Guarantor, we have relied solely upon the good standing certificates and certificates of qualification issued by the Secretary of State of the State of Delaware, the Michigan Department of Licensing and Regulatory Affairs, and the Michigan Department of State, as applicable, as of the respective dates set forth therein, and such opinions speak only as of such dates. We have made no independent investigation of the status of any Loan Party with any governmental authority beyond our review of such certificates.

(b) In rendering opinions with respect to factual matters, including, without limitation, the absence of defaults, the accuracy of representations and warranties, the existence and nature of material agreements, and other factual representations made by or on behalf of the Borrower and the Subsidiary Guarantors, we have relied upon the Officer's Closing Certificate executed by Linda S. Nakamura, Chief Financial Officer of the Borrower, and the Secretary's Certificate executed by Robert T. Hensley, Secretary of the Borrower, and we have made no independent investigation of the facts stated therein. Our opinions are subject to the accuracy and completeness of the matters set forth in such certificates.

4.4 UCC Perfection Qualifications

Without limiting the generality of the other qualifications set forth in this Section 4, the opinions expressed in Section 3.9 above with respect to the creation and perfection of security interests are subject to the following additional qualifications:

(a) The security interest in proceeds of Collateral is limited as provided in Section 9-315 of the UCC, which provides, among other things, that a security interest in proceeds becomes unperfected upon the expiration of twenty (20) days following the debtor's receipt of such proceeds unless certain conditions are satisfied (including that the proceeds are identifiable cash proceeds or that a filed financing statement covers the original collateral and the proceeds are collateral in which a security interest may be perfected by filing in that office).

(b) Under Section 9-507(c) of the UCC, a filed financing statement may become seriously misleading, and thus may not be effective to perfect a security interest in property acquired by the debtor, if the debtor changes its name such that the financing statement becomes seriously misleading and a timely amendment to the financing statement is not filed within four (4) months after such name change. Similarly, under Section 9-316 of the UCC, a change in the debtor's jurisdiction of organization may require the filing of a new financing statement within the time period specified therein to maintain perfection.

(c) Except to the extent expressly addressed in Section 3.9 above (i.e., the opinion that the security interest is on a first-priority basis subject to Permitted Liens and the Intercreditor Agreement), we express no opinion as to the priority of the security interests created by the Guarantee and Collateral Agreement relative to any other liens, claims, security interests, or encumbrances that may now exist or may hereafter arise with respect to the Collateral.

(d) Perfection of security interests in certain categories of Collateral may require additional steps beyond the filing of financing statements, including, without limitation: (i) commercial tort claims (which must be specifically described in the security agreement and with respect to which a financing statement must specifically reference the commercial tort claim); (ii) letter-of-credit rights (as to which perfection by control may be required pursuant to Section 9-312(b)(2) of the UCC); and (iii) electronic chattel paper (as to which perfection by control may be required pursuant to Section 9-105 of the UCC). We express no opinion as to perfection of security interests in any such categories of Collateral except to the extent that perfection may be achieved by the filing of financing statements.

(e) The opinions expressed regarding perfection of security interests in deposit accounts (including the deposit account held at Lakeshore Trust Company with account number ending in 7841) and securities accounts are expressly conditioned upon the execution, delivery, and continued effectiveness of deposit account control agreements (in the case of deposit accounts) and securities account control agreements (in the case of securities accounts) in favor of the Collateral Agent, in form and substance satisfactory to the Collateral Agent. Until such control agreements are in place and effective, the security interest in such deposit accounts and securities accounts will not be perfected.

5. Additional Matters

This opinion letter is rendered solely as of the date hereof, and we assume no obligation, and hereby disclaim any obligation, to update or supplement this opinion letter or to advise any addressee or any other person of any changes in applicable law, facts, or circumstances that may come to our attention after the date hereof, whether or not such changes would affect the opinions expressed herein.

This opinion letter is furnished solely for the benefit of the addressees hereof — namely, Pinnacle National Bank, National Association, in its capacities as Administrative Agent and Collateral Agent, Great Lakes Commercial Lending Corp., and Ironbridge Capital Finance, LLC — and their respective successors and permitted assigns, solely in connection with the Credit Agreement and the transactions contemplated thereby. This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent, except that any person or entity that becomes a Lender under the Credit Agreement by virtue of an assignment effected in accordance with the terms of the Credit Agreement (each, a "Permitted Assignee") may rely on this opinion letter as if such Permitted Assignee were an original addressee hereof, without the need for our prior written consent.

This opinion letter may not be quoted, cited, referred to, or excerpted in any public filing, public report, or publicly available document, or furnished or disclosed to any governmental authority (other than a bank regulatory authority exercising supervisory authority over any addressee hereof), without our prior written consent in each instance.

We are members of the Bar of the State of New York and do not purport to be experts on, or to express any opinion herein concerning, the laws of any jurisdiction other than those expressly specified in this opinion letter. The opinions expressed herein are based upon the law in effect on the date hereof, and we assume no obligation to revise or supplement this opinion letter should such law be changed by legislative action, judicial decision, or otherwise.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Claudia Merritt

Title: Partner

425 Park Avenue, 31st Floor New York, New York 10022

CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Park Avenue, 31st Floor New York, New York 10022
Telephone: (212) 506-7200 Facsimile: (212) 506-7201 www.calderwoodharkness.com
[Closing Date]
Pinnacle National Bank, National Association, as Administrative Agent and Collateral Agent 311 South Wacker Drive, Suite 3200 Chicago, Illinois 60606
Great Lakes Commercial Lending Corp., as Lender 200 Renaissance Center, Suite 1800 Detroit, Michigan 48243
Ironbridge Capital Finance, LLC, as Lender 1251 Avenue of the Americas, 34th Floor New York, New York 10020
Re: Legal Opinion of Borrower's Counsel — Credit Agreement (in substantially final form, to be dated as of the Closing Date), among Vantage Mobility Systems Corp., the Subsidiary Guarantors party thereto, Pinnacle National Bank, N.A., as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender, and the Lenders party thereto
Ladies and Gentlemen:
We have acted as counsel to Vantage Mobility Systems Corp., a corporation duly incorporated under the laws of the State of Delaware (the "Company" or the "Borrower"), in connection with the Credit Agreement (in substantially final form, to be dated as of the Closing Date) (the "Credit Agreement"), among (i) the Borrower, (ii) VMS Tooling Solutions, LLC, a Michigan limited liability company, VMS Precision Machining, Inc., a Delaware corporation, and VMS Die Cast Technologies, LLC, a Michigan limited liability company (collectively, the "Subsidiary Guarantors" and, together with the Borrower, the "Loan Parties"), (iii) Pinnacle National Bank, National Association ("Pinnacle"), in its capacities as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender, and (iv) the several financial institutions from time to time party thereto as lenders, including Pinnacle National Bank, N.A., Great Lakes Commercial Lending Corp., and Ironbridge Capital Finance, LLC (collectively, the "Lenders"). The Credit Agreement provides for a $45,000,000 senior secured revolving credit facility (the "Facility") in favor of the Borrower, with the obligations thereunder guaranteed by each of the Subsidiary Guarantors and secured by substantially all of the assets of the Loan Parties, as more particularly described in the Guarantee and Collateral Agreement referenced below.
This form of opinion letter will be delivered at Closing pursuant to Section 5.01(f) of the Credit Agreement as a condition precedent to the initial extensions of credit thereunder. Capitalized terms used but not otherwise defined in this opinion letter shall have the meanings ascribed to such terms in the Credit Agreement.
1. Documents Examined
In rendering the opinions set forth below, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents (collectively, the "Opinion Documents"):
(a) The Credit Agreement (in substantially final form, to be dated as of the Closing Date), among the Borrower, the Subsidiary Guarantors, the Administrative Agent, and the Lenders (the "Credit Agreement");
(b) The Guarantee and Collateral Agreement (in substantially final form, to be dated as of the Closing Date), among the Borrower, the Subsidiary Guarantors, and Pinnacle National Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties (the "Guarantee and Collateral Agreement");
(c) The Intercreditor Agreement (in substantially final form, to be dated as of the Closing Date) (the "Intercreditor Agreement"), between Pinnacle National Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, and Pinnacle National Bank, N.A., in its capacity as Administrative Agent under the Existing Credit Agreement dated as of March 15, 2022 (the "Existing Credit Agreement"), among the Borrower, the lenders party thereto, and Pinnacle National Bank, N.A., as administrative agent, as acknowledged and consented to by the Borrower and each Subsidiary Guarantor;
(d) The Sponsor Limited Guarantee (in substantially final form, to be dated as of the Closing Date) (the "Sponsor Limited Guarantee"), to be executed by Ridgecrest Automotive Holdings, LLC, a Delaware limited liability company ("Sponsor"), in favor of Pinnacle National Bank, N.A., as Administrative Agent, guaranteeing certain obligations under the Credit Agreement, limited to an aggregate amount not to exceed $5,000,000;
(e) UCC-1 financing statements (the "Financing Statements") naming the Borrower and each Subsidiary Guarantor, respectively, as debtor and Pinnacle National Bank, N.A., as Collateral Agent, as secured party, prepared for filing with (i) the Secretary of State of the State of Delaware and (ii) the Michigan Department of State; and
(f) intellectual property security agreements (the "IP Security Agreements") executed by the Borrower and the applicable Subsidiary Guarantors in favor of the Collateral Agent, prepared for filing and recordation with the United States Patent and Trademark Office (the "USPTO").
The Credit Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement, the Sponsor Limited Guarantee, the Financing Statements, and the IP Security Agreements are referred to collectively herein as the "Loan Documents."
In addition to the Loan Documents, we have examined the following organizational, corporate, and governmental documents and certificates:
(i) The Certificate of Incorporation of Vantage Mobility Systems Corp., as amended through the date hereof (the "Charter"), as certified by the Secretary of State of the State of Delaware on June 27, 2025;
(ii) The Bylaws of Vantage Mobility Systems Corp., as amended through the date hereof (the "Bylaws"), as certified by the Secretary of the Borrower as of the Closing Date;
(iii) Resolutions of the Board of Directors of Vantage Mobility Systems Corp. (the "Board Resolutions"), adopted by unanimous written consent effective June 28, 2025, authorizing the execution, delivery, and performance of the Credit Agreement and each of the other Loan Documents to which the Borrower is a party, certified by the Secretary of the Borrower as being true, correct, and complete and in full force and effect as of the date hereof;
(iv) A Certificate of Good Standing for Vantage Mobility Systems Corp. issued by the Secretary of State of the State of Delaware, dated June 27, 2025;
(v) A Certificate of Qualification and Good Standing for Vantage Mobility Systems Corp. as a foreign corporation authorized to transact business in the State of Michigan, issued by the Michigan Department of Licensing and Regulatory Affairs, dated June 26, 2025;
(vi) The certificates of formation or organization and the operating agreements, articles of organization, or other governing documents of each Subsidiary Guarantor, each as amended through the date hereof and certified to our satisfaction, as follows:
(A) VMS Tooling Solutions, LLC — a Michigan limited liability company (EIN: 38-5618294): Articles of Organization as filed with the Michigan Department of Licensing and Regulatory Affairs, together with the Amended and Restated Operating Agreement dated as of September 1, 2021;
(B) VMS Precision Machining, Inc. — a Delaware corporation (EIN: 20-8734561): Certificate of Incorporation as filed with the Secretary of State of the State of Delaware, together with the Bylaws as amended through the date hereof; and
(C) VMS Die Cast Technologies, LLC — a Michigan limited liability company (EIN: 38-6091473): Articles of Organization as filed with the Michigan Department of Licensing and Regulatory Affairs, together with the Amended and Restated Operating Agreement dated as of January 15, 2023;
(vii) Good standing certificates for each Subsidiary Guarantor from their respective jurisdictions of formation, specifically: (A) a Certificate of Good Standing for VMS Tooling Solutions, LLC issued by the Michigan Department of Licensing and Regulatory Affairs, dated June 26, 2025; (B) a Certificate of Good Standing for VMS Precision Machining, Inc. issued by the Secretary of State of the State of Delaware, dated June 27, 2025; and (C) a Certificate of Good Standing for VMS Die Cast Technologies, LLC issued by the Michigan Department of Licensing and Regulatory Affairs, dated June 26, 2025;
(viii) A Secretary's Certificate of Vantage Mobility Systems Corp. to be dated as of the Closing Date (the "Secretary's Certificate"), executed by Robert T. Hensley, Secretary of the Borrower, attaching thereto true and complete copies of the Charter, Bylaws, Board Resolutions, and incumbency certificates identifying the officers of the Borrower authorized to execute and deliver the Loan Documents on behalf of the Borrower; and
(ix) An Officer's Closing Certificate of Vantage Mobility Systems Corp. to be dated as of the Closing Date (the "Closing Certificate"), executed by Linda S. Nakamura, Chief Financial Officer of the Borrower, certifying as to certain factual and financial matters, including the accuracy of representations and warranties contained in the Credit Agreement and the absence of any Default or Event of Default as of the date thereof.
We have also examined such other documents, agreements, certificates, records, and instruments as we have deemed necessary or appropriate for the purposes of this opinion letter.
Capitalized terms used but not otherwise defined in this opinion letter shall have the respective meanings ascribed to such terms in the Credit Agreement.
2. 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 the officers and authorized representatives of the Borrower and the Subsidiary Guarantors;
(b) 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;
(c) The accuracy and completeness of all certificates, representations, and statements of officers and other authorized representatives of the Borrower and the Subsidiary Guarantors, including the Secretary's Certificate and the Closing Certificate, and that the factual matters represented and warranted therein are true and correct as of the date hereof;
(d) Each party to the Opinion Documents (other than the Borrower and the Subsidiary Guarantors) has the requisite legal capacity, power, authority, and legal right under all applicable laws and its respective organizational or governing documents to execute, deliver, and perform its respective obligations under each Opinion Document to which it is a party;
(e) Each Opinion Document has been duly authorized, executed, and delivered by each party thereto other than the Borrower and the Subsidiary Guarantors, and constitutes the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms;
(f) Each natural person who executed any Opinion Document on behalf of any party thereto was legally competent to do so at the time of such execution;
(g) The choice of the laws of the State of New York as the governing law of the Credit Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement, and the other Opinion Documents will be recognized and given effect by any court of competent jurisdiction in which enforcement of any such Opinion Document is sought, including a court applying the conflicts-of-law rules of any applicable jurisdiction;
(h) Pinnacle National Bank, N.A. (in each of its capacities), each Lender, and each other Secured Party has acted in good faith, without notice of any defense against or defect in the enforceability of the obligations of the Borrower or any Subsidiary Guarantor under the Opinion Documents, and without any intent to hinder, defraud, or delay any creditor of the Borrower or any Subsidiary Guarantor;
(i) The accuracy and completeness of all public records, filings, and certificates obtained from or issued by governmental authorities in the States of Delaware, Michigan, and New York, and the records maintained by the United States Patent and Trademark Office, and that such records are current and have not been superseded or amended since the dates indicated therein; and
(j) No event has occurred between the date of any good standing certificate or other governmental certificate examined by us and the date hereof that would cause such certificate to be inaccurate or misleading in any material respect.
3. Opinions
Based upon and subject to the foregoing, and subject to the qualifications, limitations, and exceptions set forth in Section 4 below, we are of the opinion that:
3.1 Due Organization and Good Standing — Borrower
Vantage Mobility Systems Corp. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Borrower has the corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted. The Borrower is duly qualified to do business and is in good standing as a foreign corporation in the State of Michigan. In rendering the foregoing opinion, we have relied upon our review of the Charter, the Bylaws, the Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated June 27, 2025, and the Certificate of Qualification and Good Standing issued by the Michigan Department of Licensing and Regulatory Affairs dated June 26, 2025, and have made no independent investigation as to any other jurisdiction in which the Borrower may be required to qualify to do business.
3.2 Due Organization and Good Standing — Subsidiary Guarantors
Each Subsidiary Guarantor is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of formation, as follows:
(a) VMS Tooling Solutions, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Michigan;
(b) VMS Precision Machining, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware; and
(c) VMS Die Cast Technologies, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Michigan.
Each Subsidiary Guarantor has the organizational power and authority to own, lease, and operate its respective properties and to conduct its respective business as presently conducted. In rendering this opinion, we have relied upon our review of the organizational documents and good standing certificates described in Section 1 above with respect to each Subsidiary Guarantor.
3.3 Corporate Power and Authority
The Borrower has the corporate power and authority to execute, deliver, and perform its obligations under each Opinion Document to which it is a party, including, without limitation, the Credit Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement, the Financing Statements, and the IP Security Agreements, and to borrow under the Facility and to grant the security interests and liens contemplated by the Guarantee and Collateral Agreement. Each Subsidiary Guarantor has the organizational power and authority to execute, deliver, and perform its obligations under each Opinion Document to which it is a party, including, without limitation, the Guarantee and Collateral Agreement, the Intercreditor Agreement, the Financing Statements, and the IP Security Agreements, and to guarantee the obligations of the Borrower under the Credit Agreement and to grant the security interests and liens contemplated by the Guarantee and Collateral Agreement.
3.4 Due Authorization
The execution, delivery, and performance by the Borrower of each Opinion Document to which it is a party have been duly authorized by all necessary corporate action on the part of the Borrower, including the Board Resolutions adopted by unanimous written consent of the Board of Directors of the Borrower effective June 28, 2025, copies of which have been certified to us by the Secretary of the Borrower. No vote or approval of the stockholders of the Borrower is required for the authorization, execution, delivery, or performance of any Opinion Document to which the Borrower is a party that has not been duly obtained.
The execution, delivery, and performance by each Subsidiary Guarantor of each Opinion Document to which it is a party have been duly authorized by all necessary organizational action on the part of such Subsidiary Guarantor, including requisite resolutions of the board of directors (in the case of VMS Precision Machining, Inc.) or written consents of the sole member or managing member (in the case of VMS Tooling Solutions, LLC and VMS Die Cast Technologies, LLC), as applicable. No member consent, stockholder approval, or other organizational approval is required for the authorization, execution, delivery, or performance of any Opinion Document to which any Subsidiary Guarantor is a party that has not been duly obtained.
3.5 Execution and Delivery
Each Opinion Document to which the Borrower is a party has been duly executed and delivered by the Borrower, and each Opinion Document to which any Subsidiary Guarantor is a party has been duly executed and delivered by such Subsidiary Guarantor. The officers of the Borrower and each Subsidiary Guarantor who executed the Opinion Documents on behalf of such entity are duly authorized to do so, as set forth in the incumbency certificates delivered to the Administrative Agent in connection with the closing of the transactions contemplated by the Credit Agreement.
3.6 Enforceability.  Each of the following documents constitutes the legal, valid, and binding obligation of the Borrower and/or the applicable Subsidiary Guarantors that are party thereto, enforceable against such Loan Party in accordance with its respective terms:
(a) The Credit Agreement constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms;
(b) The Guarantee and Collateral Agreement constitutes the legal, valid, and binding obligation of each of the Borrower and the Subsidiary Guarantors party thereto, enforceable against each such Loan Party in accordance with its terms; and
(c) The Intercreditor Agreement constitutes the legal, valid, and binding obligation of each of the Borrower and the Subsidiary Guarantors party thereto (to the extent such parties have consented to, acknowledged, and agreed to be bound by the terms thereof), enforceable against each such Loan Party in accordance with its terms.
The foregoing enforceability opinions are subject to the Enforceability Exceptions set forth in Section 4.1 below. Each of the Credit Agreement, the Guarantee and Collateral Agreement, and the Intercreditor Agreement is governed by the laws of the State of New York.
3.7 No Conflicts
The execution, delivery, and performance by the Borrower and each Subsidiary Guarantor of the Opinion Documents to which it is a party, and the consummation of the transactions contemplated thereby (including the borrowings under the Facility and the granting of the security interests and liens contemplated by the Guarantee and Collateral Agreement), do not and will not:
(a) Violate, contravene, or conflict with the Certificate of Incorporation or Bylaws of the Borrower, the Certificate of Incorporation or Bylaws of VMS Precision Machining, Inc., or the Articles of Organization or Operating Agreement (or equivalent organizational documents) of VMS Tooling Solutions, LLC or VMS Die Cast Technologies, LLC;
(b) Violate, contravene, or conflict with any federal law or statute of the United States of America or any statute, rule, or regulation of the State of New York that, in our experience, is typically applicable to borrowers and guarantors in syndicated credit facility transactions of the type contemplated by the Credit Agreement, it being understood that this opinion is limited to the laws of the State of New York and the federal laws of the United States and we express no opinion with respect to the laws of any other state or jurisdiction;
(c) Result in a breach of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or require any consent not heretofore obtained under, any material agreement, indenture, mortgage, deed of trust, or other instrument identified to us by the Borrower as being binding upon the Borrower or any Subsidiary Guarantor, including the Existing Credit Agreement dated as of March 15, 2022, among the Borrower, the lenders party thereto, and Pinnacle National Bank, N.A., as administrative agent (we note that the Intercreditor Agreement governs the relationship between the obligations under the Facility and the existing first-lien term loan facility under the Existing Credit Agreement, including the relative priority of the security interests securing such obligations); or
(d) Result in the creation or imposition of any lien, security interest, charge, or encumbrance upon any property or assets of the Borrower or any Subsidiary Guarantor, other than the liens and security interests created under or pursuant to the Opinion Documents in favor of the Collateral Agent for the benefit of the Secured Parties.
3.8 Governmental Approvals
No authorization, approval, consent, license, permit, or order of, or filing, registration, qualification, or recording with, any federal governmental authority of the United States of America or any governmental authority of the State of New York is required for the due execution, delivery, or performance by the Borrower or any Subsidiary Guarantor of any Opinion Document to which it is a party, or for the validity or enforceability thereof, except for:
(a) The filing of UCC-1 financing statements with the Secretary of State of the State of Delaware (with respect to the Borrower and VMS Precision Machining, Inc., each being organized under the laws of the State of Delaware) and with the Michigan Department of State (with respect to VMS Tooling Solutions, LLC and VMS Die Cast Technologies, LLC, each being organized under the laws of the State of Michigan);
(b) The filing and recordation of the IP Security Agreements with the United States Patent and Trademark Office with respect to the patents and trademarks and applications therefor owned by the Borrower and the applicable Subsidiary Guarantors; and
(c) Such other filings, registrations, and recordings as have been made on or prior to the date hereof or that will be made promptly following the date hereof in connection with the perfection of the security interests created under the Guarantee and Collateral Agreement.
3.9 Creation and Perfection of Security Interests
The Guarantee and Collateral Agreement creates in favor of Pinnacle National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, a valid security interest in all right, title, and interest of the Borrower and each Subsidiary Guarantor in and to the Collateral (as defined in the Guarantee and Collateral Agreement), including, without limitation, the following:
(a) All tooling, dies, molds, fixtures, machinery, equipment, and other tangible personal property;
(b) All accounts receivable, general intangibles related thereto, and all inventory (including raw materials, work-in-progress, and finished goods);
(c) All intellectual property, including all United States patents and patent applications, trademarks and trademark applications, service marks, trade names, trade secrets, know-how, and goodwill appurtenant thereto;
(d) All deposit accounts and securities accounts, together with all cash, cash equivalents, and financial assets credited thereto;
(e) One hundred percent (100%) of the issued and outstanding equity interests in each domestic subsidiary of the Borrower, including VMS Tooling Solutions, LLC, VMS Precision Machining, Inc., and VMS Die Cast Technologies, LLC; and
(f) Sixty-five percent (65%) of the issued and outstanding voting equity interests (and one hundred percent (100%) of the non-voting equity interests, if any) in VMS de México, S. de R.L. de C.V., a sociedad de responsabilidad limitada de capital variable organized under the laws of Mexico.
Upon the filing of the UCC-1 financing statements with the Secretary of State of the State of Delaware (with respect to the Borrower, Vantage Mobility Systems Corp., and VMS Precision Machining, Inc., each being organized under the laws of the State of Delaware, such that the State of Delaware is the jurisdiction of organization of each such debtor for purposes of Article 9 of the Uniform Commercial Code) and with the Michigan Department of State (with respect to VMS Tooling Solutions, LLC and VMS Die Cast Technologies, LLC, each being organized under the laws of the State of Michigan, such that the State of Michigan is the jurisdiction of organization of each such debtor for purposes of Article 9 of the Uniform Commercial Code), the security interest granted by each such Loan Party in those items and types of Collateral described in Article 9 of the UCC in which a security interest may be perfected by the filing of a financing statement will be perfected to the extent that perfection can be achieved by such filing.
With respect to the deposit accounts held by the Borrower at Lakeshore Trust Company (including, without limitation, the deposit account ending in 7841), we note that under Section 9-312(b)(1) of the UCC, a security interest in a deposit account can be perfected only by control (and not by filing). Accordingly, perfection of the security interest in such deposit accounts requires the execution and delivery of deposit account control agreements by Lakeshore Trust Company in favor of the Collateral Agent, in form and substance satisfactory to the Collateral Agent. Upon the execution and delivery of such deposit account control agreements, the Collateral Agent will have a perfected security interest in such deposit accounts.
With respect to intellectual property that is registered with, or for which applications are pending before, the United States Patent and Trademark Office, perfection of the security interest therein requires, in addition to the filing of UCC-1 financing statements as described above, the recordation of the IP Security Agreements with the USPTO. Upon such recordation, the security interest of the Collateral Agent in such registered intellectual property will be perfected to the extent that applicable provisions of the United States Code (including the Patent Act and the Lanham Act) and Article 9 of the UCC require such recordation for perfection.
The security interest created under the Guarantee and Collateral Agreement secures the obligations of the Borrower and the Subsidiary Guarantors under the Credit Agreement and the other Loan Documents on a first-priority basis, subject to (i) Permitted Liens (as defined in the Credit Agreement) and (ii) the equal-priority (pari passu) treatment with the existing first-lien term loan facility under the Existing Credit Agreement, as governed by and subject to the terms of the Intercreditor Agreement.
3.10 Investment Company Act
The Borrower is not, and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents will not be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
4. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications, limitations, and exceptions:
4.1 Enforceability Exceptions
The enforceability opinions set forth in Section 3.6 above are subject to and limited by:
(a) Applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, arrangement, fraudulent conveyance, fraudulent transfer, preference, and other similar laws of general applicability now or hereafter in effect relating to or affecting the rights and remedies of creditors generally, including, without limitation, the United States Bankruptcy Code (Title 11, U.S.C.), as amended, and any successor statute thereto;
(b) General principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), including, without limitation, concepts of materiality, good faith, fair dealing, reasonableness, unconscionability, and the discretion of the court before which any proceeding may be brought with respect to the availability of specific performance, injunctive relief, and other equitable remedies, and the power of a court of equity to deny enforcement of remedies that such court considers harsh, inequitable, or otherwise inconsistent with public policy; and
(c) The effect of applicable public policy considerations and statutory or judicial limitations on the enforceability of provisions of the Opinion Documents relating to indemnification, contribution, exculpation, or limitation of liability to the extent such provisions purport to indemnify, hold harmless, or exculpate a party against or from liability for its own gross negligence, willful misconduct, or violations of applicable securities laws.
The foregoing qualifications are referred to herein collectively as the "Enforceability Exceptions."
4.2 Scope Limitations
(a) The opinions expressed herein are limited in all respects to the laws of the State of New York (including applicable provisions of the Uniform Commercial Code as in effect in the State of New York), the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code), the Michigan Limited Liability Company Act (Michigan Compiled Laws §§ 450.4101 et seq.), and the federal laws of the United States of America, and we express no opinion with respect to the laws of any other jurisdiction, including, without limitation, the laws of the United Mexican States with respect to VMS de México, S. de R.L. de C.V. or any matters of Mexican law arising in connection with the pledge of equity interests therein.
(b) Without limiting the generality of the foregoing, we express no opinion on any matter arising under or relating to (i) tax laws (including federal, state, and local tax laws and regulations), (ii) environmental laws and regulations, (iii) pension, employee benefit, or ERISA matters, (iv) antitrust and competition laws, (v) federal or state securities laws (including the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended), (vi) land use, zoning, building code, or real property laws, or (vii) any other regulatory or administrative laws or regulations, except to the extent expressly set forth herein.
(c) We express no opinion as to the enforceability, validity, or binding effect of the Sponsor Limited Guarantee executed by Ridgecrest Automotive Holdings, LLC in favor of Pinnacle National Bank, N.A., as Administrative Agent. We have not been retained by Ridgecrest Automotive Holdings, LLC, and we understand that the enforceability of the Sponsor Limited Guarantee is addressed separately by counsel to the Sponsor or by the parties pursuant to separate arrangements.
(d) The opinions expressed herein with respect to the perfection of security interests under the Uniform Commercial Code are limited to Article 9 of the UCC as in effect in the States of Delaware, Michigan, and New York, as applicable, and do not address perfection under the laws of any other jurisdiction. We express no opinion as to the effect of the UCC as adopted in any jurisdiction other than the States of Delaware, Michigan, and New York.
4.3 Reliance on Certificates and Public Records
(a) In rendering the opinions expressed in Sections 3.1 and 3.2 above regarding the due organization, valid existence, and good standing of the Borrower and each Subsidiary Guarantor, we have relied solely upon the good standing certificates and certificates of qualification issued by the Secretary of State of the State of Delaware, the Michigan Department of Licensing and Regulatory Affairs, and the Michigan Department of State, as applicable, as of the respective dates set forth therein, and such opinions speak only as of such dates. We have made no independent investigation of the status of any Loan Party with any governmental authority beyond our review of such certificates.
(b) In rendering opinions with respect to factual matters, including, without limitation, the absence of defaults, the accuracy of representations and warranties, the existence and nature of material agreements, and other factual representations made by or on behalf of the Borrower and the Subsidiary Guarantors, we have relied upon the Officer's Closing Certificate executed by Linda S. Nakamura, Chief Financial Officer of the Borrower, and the Secretary's Certificate executed by Robert T. Hensley, Secretary of the Borrower, and we have made no independent investigation of the facts stated therein. Our opinions are subject to the accuracy and completeness of the matters set forth in such certificates.
4.4 UCC Perfection Qualifications
Without limiting the generality of the other qualifications set forth in this Section 4, the opinions expressed in Section 3.9 above with respect to the creation and perfection of security interests are subject to the following additional qualifications:
(a) The security interest in proceeds of Collateral is limited as provided in Section 9-315 of the UCC, which provides, among other things, that a security interest in proceeds becomes unperfected upon the expiration of twenty (20) days following the debtor's receipt of such proceeds unless certain conditions are satisfied (including that the proceeds are identifiable cash proceeds or that a filed financing statement covers the original collateral and the proceeds are collateral in which a security interest may be perfected by filing in that office).
(b) Under Section 9-507(c) of the UCC, a filed financing statement may become seriously misleading, and thus may not be effective to perfect a security interest in property acquired by the debtor, if the debtor changes its name such that the financing statement becomes seriously misleading and a timely amendment to the financing statement is not filed within four (4) months after such name change. Similarly, under Section 9-316 of the UCC, a change in the debtor's jurisdiction of organization may require the filing of a new financing statement within the time period specified therein to maintain perfection.
(c) Except to the extent expressly addressed in Section 3.9 above (i.e., the opinion that the security interest is on a first-priority basis subject to Permitted Liens and the Intercreditor Agreement), we express no opinion as to the priority of the security interests created by the Guarantee and Collateral Agreement relative to any other liens, claims, security interests, or encumbrances that may now exist or may hereafter arise with respect to the Collateral.
(d) Perfection of security interests in certain categories of Collateral may require additional steps beyond the filing of financing statements, including, without limitation: (i) commercial tort claims (which must be specifically described in the security agreement and with respect to which a financing statement must specifically reference the commercial tort claim); (ii) letter-of-credit rights (as to which perfection by control may be required pursuant to Section 9-312(b)(2) of the UCC); and (iii) electronic chattel paper (as to which perfection by control may be required pursuant to Section 9-105 of the UCC). We express no opinion as to perfection of security interests in any such categories of Collateral except to the extent that perfection may be achieved by the filing of financing statements.
(e) The opinions expressed regarding perfection of security interests in deposit accounts (including the deposit account held at Lakeshore Trust Company with account number ending in 7841) and securities accounts are expressly conditioned upon the execution, delivery, and continued effectiveness of deposit account control agreements (in the case of deposit accounts) and securities account control agreements (in the case of securities accounts) in favor of the Collateral Agent, in form and substance satisfactory to the Collateral Agent. Until such control agreements are in place and effective, the security interest in such deposit accounts and securities accounts will not be perfected.
5. Additional Matters
This opinion letter is rendered solely as of the date hereof, and we assume no obligation, and hereby disclaim any obligation, to update or supplement this opinion letter or to advise any addressee or any other person of any changes in applicable law, facts, or circumstances that may come to our attention after the date hereof, whether or not such changes would affect the opinions expressed herein.
This opinion letter is furnished solely for the benefit of the addressees hereof — namely, Pinnacle National Bank, National Association, in its capacities as Administrative Agent and Collateral Agent, Great Lakes Commercial Lending Corp., and Ironbridge Capital Finance, LLC — and their respective successors and permitted assigns, solely in connection with the Credit Agreement and the transactions contemplated thereby. This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent, except that any person or entity that becomes a Lender under the Credit Agreement by virtue of an assignment effected in accordance with the terms of the Credit Agreement (each, a "Permitted Assignee") may rely on this opinion letter as if such Permitted Assignee were an original addressee hereof, without the need for our prior written consent.
This opinion letter may not be quoted, cited, referred to, or excerpted in any public filing, public report, or publicly available document, or furnished or disclosed to any governmental authority (other than a bank regulatory authority exercising supervisory authority over any addressee hereof), without our prior written consent in each instance.
We are members of the Bar of the State of New York and do not purport to be experts on, or to express any opinion herein concerning, the laws of any jurisdiction other than those expressly specified in this opinion letter. The opinions expressed herein are based upon the law in effect on the date hereof, and we assume no obligation to revise or supplement this opinion letter should such law be changed by legislative action, judicial decision, or otherwise.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Claudia Merritt
Title: Partner
425 Park Avenue, 31st Floor New York, New York 10022

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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