1008-00008 · Lumos Analytics Inc · Closing

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CALDERWOOD & HARKNESS LLP Attorneys at Law

101 California Street, Suite 4500 San Francisco, California 94111 Telephone: (415) 773-6200 Facsimile: (415) 773-6201 www.calderwoodharkness.com

May 27, 2024

Prismyx Data Solutions LLC 1414 Walnut Street, Suite 310 Philadelphia, Pennsylvania 19102

Jonah Eberhardt (individually) c/o Prismyx Data Solutions LLC 1414 Walnut Street, Suite 310 Philadelphia, Pennsylvania 19102

Talia Messina (individually) c/o Prismyx Data Solutions LLC 1414 Walnut Street, Suite 310 Philadelphia, Pennsylvania 19102

(Collectively, the "Opinion Recipients")

Re: Closing Legal Opinion — Agreement and Plan of Merger dated as of April 3, 2024, among Lumos Analytics Inc., Prismyx Acquisition Sub LLC, Prismyx Data Solutions LLC, Jonah Eberhardt, and Talia Messina

Ladies and Gentlemen:

We have acted as legal counsel to Lumos Analytics Inc., a corporation duly organized and existing under the laws of the State of Delaware ("Buyer"), and Prismyx Acquisition Sub LLC, a limited liability company duly formed under the laws of the State of Delaware and a wholly owned subsidiary of Buyer ("Merger Sub"), in connection with the transactions contemplated by that certain Agreement and Plan of Merger dated as of April 3, 2024 (the "Merger Agreement"), by and among Buyer, Merger Sub, Prismyx Data Solutions LLC, a Delaware limited liability company (the "Company"), Jonah Eberhardt, and Talia Messina (each of Jonah Eberhardt and Talia Messina, a "Seller" and collectively, the "Sellers"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

This opinion is delivered to the Opinion Recipients pursuant to Section 8.2(e) of the Merger Agreement as a condition to the obligations of the Company and the Sellers to consummate the closing of the merger contemplated by the Merger Agreement (the "Closing") on the date hereof (the "Closing Date"), which is May 27, 2024. The merger contemplated by the Merger Agreement is a forward merger of the Company with and into Merger Sub pursuant to Section 18-209 of the Delaware Limited Liability Company Act, 6 Del. C. § 18-209, with Merger Sub surviving as a wholly owned subsidiary of Buyer (the "Merger"). As a result of the Merger, the separate existence of the Company shall cease, and Merger Sub, as the surviving entity, shall continue its existence as a Delaware limited liability company under the name "Prismyx Acquisition Sub LLC."

In rendering the opinions set forth herein, we have examined and relied upon the originals or copies of the documents, instruments, certificates, and records identified below and have made such investigations of law as we have deemed necessary and appropriate as a basis for the opinions expressed herein.

I. DEFINED TERMS AND DOCUMENTS REVIEWED

1.1 Defined Terms

As used in this opinion letter, the following terms shall have the meanings set forth below:

"Merger Agreement" means the Agreement and Plan of Merger dated as of April 3, 2024, by and among Buyer, Merger Sub, the Company, and the Sellers, together with all exhibits, schedules, annexes, and amendments thereto.

"Escrow Agreement" means the Escrow Agreement dated as of May 27, 2024, by and among Buyer, the Sellers, and Fenwick Escrow Services LLC, a Delaware limited liability company, in its capacity as escrow agent (the "Escrow Agent"), pursuant to which certain portions of the merger consideration are being deposited into escrow in accordance with the terms of the Merger Agreement.

"Employment Agreements" means, collectively, (a) that certain Employment Agreement dated as of May 27, 2024, by and between Prismyx Acquisition Sub LLC (as the surviving entity in the Merger and a wholly owned subsidiary of Buyer) and Jonah Eberhardt, pursuant to which Mr. Eberhardt shall serve as Vice President, Plugin Engineering, and (b) that certain Employment Agreement dated as of May 27, 2024, by and between Prismyx Acquisition Sub LLC (as the surviving entity in the Merger and a wholly owned subsidiary of Buyer) and Talia Messina, pursuant to which Ms. Messina shall serve as Vice President, Data Visualization.

"Transaction Documents" means, collectively, the Merger Agreement, the Escrow Agreement, the Employment Agreements, and the Certificate of Merger (as defined below) filed with the Secretary of State of the State of Delaware on May 27, 2024, together with all exhibits, schedules, and ancillary agreements and instruments executed and delivered in connection therewith.

"DLLCA" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended and in effect on the date hereof.

"DGCL" means the Delaware General Corporation Law, 8 Del. C. § 101 et seq., as amended and in effect on the date hereof.

"Certificate of Merger" means the Certificate of Merger with respect to the Merger, duly executed and filed with the Secretary of State of the State of Delaware on May 27, 2024.

1.2 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:

(a) the executed Merger Agreement, including all exhibits and schedules thereto;

(b) the executed Escrow Agreement with Fenwick Escrow Services LLC, as Escrow Agent;

(c) the executed Employment Agreement dated as of May 27, 2024, between Prismyx Acquisition Sub LLC and Jonah Eberhardt, pursuant to which Mr. Eberhardt shall serve as Vice President, Plugin Engineering of the surviving entity;

(d) the executed Employment Agreement dated as of May 27, 2024, between Prismyx Acquisition Sub LLC and Talia Messina, pursuant to which Ms. Messina shall serve as Vice President, Data Visualization of the surviving entity;

(e) the Certificate of Merger, as filed with the Secretary of State of the State of Delaware on May 27, 2024;

(f) the Certificate of Incorporation of Lumos Analytics Inc., as amended through the date hereof, and the Bylaws of Lumos Analytics Inc., as amended through the date hereof;

(g) the Certificate of Formation of Prismyx Acquisition Sub LLC, as filed with the Secretary of State of the State of Delaware, and the Limited Liability Company Agreement of Prismyx Acquisition Sub LLC;

(h) a certificate of good standing with respect to Lumos Analytics Inc. issued by the Secretary of State of the State of Delaware, dated on or about the Closing Date;

(i) a certificate of good standing with respect to Prismyx Acquisition Sub LLC issued by the Secretary of State of the State of Delaware, dated on or about the Closing Date;

(j) resolutions of the Board of Directors of Lumos Analytics Inc. (consisting of Desmond Calloway, Priya Subramaniam, Tobias Prumvane, Claire Yeung, and Franklin Maeda), adopted at a duly convened meeting of the Board of Directors, approving the Merger Agreement and the transactions contemplated thereby, including without limitation the formation of Merger Sub, the execution and delivery of the Transaction Documents, and the consummation of the Merger, which resolutions we note included the affirmative vote of at least one director designated by Ridgeline Capital Partners, LP, as required under the Stockholders' Agreement of Lumos Analytics Inc. for acquisitions with an aggregate deal value exceeding Five Million Dollars ($5,000,000);

(k) the written consent of the sole member of Prismyx Acquisition Sub LLC (Lumos Analytics Inc.) approving the Merger Agreement, the other Transaction Documents to which Merger Sub is a party, and the consummation of the Merger;

(l) officers' certificates of each of Buyer and Merger Sub, delivered at the Closing, certifying as to certain factual matters relevant to the opinions expressed herein;

(m) secretary's certificates of each of Buyer and Merger Sub, delivered at the Closing, certifying as to the incumbency of the officers executing the Transaction Documents and attaching copies of the respective organizational documents and authorizing resolutions of each of Buyer and Merger Sub;

(n) the Stockholders' Agreement of Lumos Analytics Inc., which we have reviewed solely for the limited purpose of confirming that the requisite approval procedures for the transactions contemplated by the Merger Agreement have been satisfied, including the requirement of board designee approval for acquisitions exceeding Five Million Dollars ($5,000,000);

(o) the Revolving Credit Agreement dated as of September 15, 2022, by and between Lumos Analytics Inc. and Linden Grove National Bank, which we have reviewed solely for the limited purpose of confirming compliance with the permitted acquisition provisions and notice requirements set forth therein, and the written consent of Linden Grove National Bank to the transactions contemplated by the Merger Agreement, obtained on April 15, 2024; and

(p) such other documents, instruments, certificates, records, and matters of law as we have deemed necessary or appropriate for purposes of the opinions expressed herein.

In addition to the foregoing, we have made such investigations of fact and law as we have deemed necessary or appropriate for the purposes of this opinion, and we have obtained and relied upon such certificates and assurances from officers and representatives of Buyer and Merger Sub, and from public officials, as we have deemed appropriate.

II. ASSUMPTIONS

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

(a) All signatures on all documents examined by us are genuine, and all natural persons who executed any document in connection with the transactions contemplated hereby had, at the time of such execution, the legal capacity to do so.

(b) All documents submitted to us as originals are authentic, and all documents submitted to us as copies, whether certified or otherwise, conform to the originals of such documents. All documents submitted to us as certified or photostatic copies are true and complete copies of the originals thereof.

(c) Each party to the Transaction Documents (other than Buyer and Merger Sub, as to whom we opine in Section III below) is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization, and has all requisite power and authority under its organizational documents and applicable law to execute, deliver, and perform its respective obligations under the Transaction Documents to which it is a party.

(d) The Transaction Documents constitute the legal, valid, and binding obligations of each party thereto other than Buyer and Merger Sub, enforceable against each such party in accordance with their respective terms, subject in each case to the Enforceability Exceptions (as defined in Section IV below).

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

(f) All authorizations, consents, approvals, licenses, exemptions, filings, registrations, and notifications required to be obtained from, or made with, any governmental authority or regulatory body in connection with the execution, delivery, and performance of the Transaction Documents and the consummation of the Merger (other than filings with the Secretary of State of the State of Delaware) have been duly obtained or made and remain in full force and effect as of the date hereof.

(g) No filing was required to be made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), in connection with the transactions contemplated by the Merger Agreement, as the aggregate deal value of Fifteen Million Dollars ($15,000,000) is below the applicable size-of-transaction notification threshold under the HSR Act and the rules and regulations promulgated thereunder, as adjusted and in effect on the date hereof.

(h) The factual representations and certifications made by officers, directors, and authorized representatives of Buyer and Merger Sub in connection with this opinion, including those contained in the officers' certificates and secretary's certificates delivered at the Closing, are true, correct, and complete in all material respects as of the date hereof, and we have relied upon such representations and certifications without independent verification.

(i) The Transaction Documents have not been amended, modified, supplemented, or terminated since their execution and delivery, and no party thereto has waived any material rights or obligations thereunder, except as expressly disclosed to us in writing.

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:

3.1 Due Organization and Good Standing — Lumos Analytics Inc.

Lumos Analytics Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Buyer was incorporated under the DGCL and maintains its principal executive offices and headquarters at 450 Mission Street, Suite 2200, San Francisco, California 94105. Buyer's Employer Identification Number is 83-2941076. This opinion is based upon our review of the Certificate of Incorporation of Buyer (as amended through the date hereof), the Bylaws of Buyer (as amended through the date hereof), and a certificate of good standing with respect to Buyer issued by the Secretary of State of the State of Delaware, dated on or about the Closing Date. We note that the good standing certificate issued by the Secretary of State of the State of Delaware confirms only that Buyer has filed all periodic reports and has paid all franchise taxes required under the laws of the State of Delaware as of the date of such certificate, and is limited in scope accordingly.

3.2 Due Organization and Good Standing — Prismyx Acquisition Sub LLC

Prismyx Acquisition Sub LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. Merger Sub was formed under the DLLCA for the sole purpose of effecting the Merger contemplated by the Merger Agreement and, prior to the effective time of the Merger, has not conducted any business operations or activities other than those incident to its formation, the execution and delivery of the Transaction Documents, and the consummation of the Merger. Merger Sub's registered agent for service of process in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. Merger Sub's Employer Identification Number is 93-4218560. The sole member of Merger Sub is Lumos Analytics Inc. This opinion is based upon our review of the Certificate of Formation of Merger Sub, the Limited Liability Company Agreement of Merger Sub, and a certificate of good standing with respect to Merger Sub issued by the Secretary of State of the State of Delaware, dated on or about the Closing Date. As with the good standing certificate referenced in Section 3.1 above, the good standing certificate with respect to Merger Sub confirms only that Merger Sub has complied with the applicable filing and tax payment requirements under the laws of the State of Delaware as of the date of such certificate.

3.3 Corporate Power and Authority — Buyer

Lumos Analytics Inc. has all requisite corporate power and authority under the DGCL and its Certificate of Incorporation and Bylaws to execute and deliver the Merger Agreement and each of the other Transaction Documents to which it is a party, to perform its obligations thereunder, and to consummate the transactions contemplated thereby, including without limitation the Merger. The Board of Directors of Lumos Analytics Inc., consisting of Desmond Calloway, Priya Subramaniam, Tobias Prumvane, Claire Yeung, and Franklin Maeda, has duly and validly authorized the execution, delivery, and performance by Buyer of each of the Transaction Documents to which Buyer is a party and the consummation by Buyer of the transactions contemplated thereby, including the Merger, and no other corporate action on the part of Buyer or its stockholders is necessary to authorize the foregoing. We note that the resolutions of the Board of Directors of Buyer authorizing the foregoing were adopted with the affirmative vote of at least one director designated by Ridgeline Capital Partners, LP, as is required under the Stockholders' Agreement of Lumos Analytics Inc. for any acquisition by Buyer or any of its subsidiaries having an aggregate deal value exceeding Five Million Dollars ($5,000,000). Accordingly, the requisite approval procedures under both the DGCL and the Stockholders' Agreement of Buyer have been satisfied with respect to the transactions contemplated by the Merger Agreement.

3.4 Limited Liability Company Power and Authority — Merger Sub

Prismyx Acquisition Sub LLC has all requisite limited liability company power and authority under the DLLCA and its Certificate of Formation and Limited Liability Company Agreement to execute and deliver the Merger Agreement and each of the other Transaction Documents to which it is a party, to perform its obligations thereunder, and to consummate the Merger. The sole member of Merger Sub, Lumos Analytics Inc., has duly and validly authorized, by written consent in lieu of a meeting in accordance with the Limited Liability Company Agreement of Merger Sub, the execution, delivery, and performance by Merger Sub of each of the Transaction Documents to which Merger Sub is a party and the consummation by Merger Sub of the Merger. No other limited liability company action on the part of Merger Sub or its sole member is necessary to authorize the foregoing.

3.5 Due Execution and Delivery

Each of the Transaction Documents to which Buyer is a party has been duly executed and delivered by Buyer, and each of the Transaction Documents to which Merger Sub is a party has been duly executed and delivered by Merger Sub. The individuals who executed the Transaction Documents on behalf of Buyer and Merger Sub were duly authorized to do so and held the offices and titles attributed to them at the time of such execution and delivery.

3.6 Enforceability

Subject to the Enforceability Exceptions set forth in Section 4.1 below:

(a) The Merger Agreement constitutes the legal, valid, and binding obligation of each of Buyer and Merger Sub, enforceable against each of Buyer and Merger Sub in accordance with its terms.

(b) The Escrow Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

(c) Each Employment Agreement constitutes the legal, valid, and binding obligation of Prismyx Acquisition Sub LLC (as the surviving entity in the Merger and a wholly owned subsidiary of Buyer), enforceable against Prismyx Acquisition Sub LLC in accordance with its terms.

The foregoing enforceability opinions are subject to the qualifications and limitations set forth in Section IV below, including without limitation the Enforceability Exceptions and the limitations on specific provisions described in Section 4.3.

3.7 No Violation of Organizational Documents

The execution, delivery, and performance by Buyer and Merger Sub of the Transaction Documents to which each is a party, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, do not and will not:

(a) violate, conflict with, or result in any breach of any provision of the Certificate of Incorporation or Bylaws of Buyer, each as in effect on the date hereof;

(b) violate, conflict with, or result in any breach of any provision of the Certificate of Formation or Limited Liability Company Agreement of Merger Sub, each as in effect on the date hereof; or

(c) to our knowledge (as qualified in Section 4.4 below), result in a default under, or violation of, any of the terms, conditions, or provisions of (i) the Stockholders' Agreement of Buyer or (ii) the Revolving Credit Agreement dated as of September 15, 2022, by and between Buyer and Linden Grove National Bank (noting that Linden Grove National Bank delivered its written consent to the transactions contemplated by the Merger Agreement on April 15, 2024, and that based on our limited review of such Revolving Credit Agreement, the transactions contemplated by the Merger Agreement fall within the "permitted acquisitions" provisions thereof, subject to the notice requirements set forth therein, which have been satisfied).

We note that the opinion set forth in clause (c) above is limited to the specific agreements identified therein and does not extend to any other agreement, instrument, order, judgment, decree, or other obligation to which Buyer or Merger Sub may be a party or by which either may be bound.

3.8 Certificate of Merger

The Certificate of Merger has been duly executed by each of the Company and Merger Sub and has been duly filed with the Secretary of State of the State of Delaware on May 27, 2024. The Merger has become effective under Section 18-209 of the DLLCA upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (or at such later time as may be specified in the Certificate of Merger, if any). As a result of the effectiveness of the Merger, Prismyx Acquisition Sub LLC is the surviving entity of the Merger and continues its existence as a limited liability company duly formed and validly existing under the laws of the State of Delaware, as a wholly owned subsidiary of Buyer. The separate existence of the Company has ceased.

3.9 No Governmental Approvals Required (Limited Opinion)

No consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with or by any federal, state, or local governmental authority, regulatory body, or agency is required on the part of Buyer or Merger Sub in connection with the execution, delivery, and performance of the Transaction Documents or the consummation of the Merger, except for:

(a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, which filing has been duly made on the date hereof; and

(b) such filings, notifications, and registrations as may be required under applicable federal and state securities laws in connection with the issuance of any securities contemplated by the Transaction Documents, which filings, notifications, and registrations have been duly made or are not applicable to the transactions contemplated by the Merger Agreement.

With respect to the HSR Act, we note that a filing under the HSR Act was determined not to be required in connection with the transactions contemplated by the Merger Agreement, as the aggregate deal value of the Merger, which is Fifteen Million Dollars ($15,000,000), is below the applicable size-of-transaction notification threshold under the HSR Act and the rules and regulations promulgated thereunder, as adjusted and in effect on the date hereof.

This opinion as to governmental approvals is limited to the laws of the State of Delaware, the laws of the State of New York, and the federal laws of the United States of America, and we express no opinion as to the requirements of any other jurisdiction or as to any approvals, filings, or registrations that may be required under the laws of any other state or foreign jurisdiction.

IV. QUALIFICATIONS AND LIMITATIONS

The opinions expressed in Section III above are subject to the following qualifications, exceptions, and limitations:

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 transfer, fraudulent conveyance, preference, and other similar laws relating to or affecting the enforcement of creditors' rights generally, as now or hereafter in effect; and

(b) general principles of equity, including without limitation principles of commercial reasonableness, good faith and fair dealing, the possible unavailability of specific performance or injunctive relief, and other equitable principles and remedies, regardless of whether enforcement is sought in a proceeding at law or in equity.

The qualifications set forth in clauses (a) and (b) above are referred to collectively herein as the "Enforceability Exceptions."

4.2 Scope of Law

The opinions expressed herein are limited in all respects to the laws of the State of Delaware (including, without limitation, the DGCL and the DLLCA), the laws of the State of New York, and the federal laws of the United States of America, in each case as currently in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, whether state, federal, or foreign, and we assume no obligation to advise the Opinion Recipients of any change in applicable law after the date hereof. To the extent that any Transaction Document is governed by the laws of a jurisdiction other than the State of Delaware, the State of New York, or the federal laws of the United States of America, we have assumed, without independent investigation, that the laws of such other jurisdiction are identical to the laws of the State of New York.

4.3 Limitations on Specific Provisions

Without limiting the generality of the Enforceability Exceptions, we express no opinion as to the enforceability, validity, or binding effect of any provision of any Transaction Document to the extent that such provision relates to or purports to establish:

(i) indemnification, contribution, or exculpation obligations, to the extent that such provisions may be limited or rendered unenforceable by applicable law or considerations of public policy, including without limitation provisions that purport to indemnify a party against losses arising from its own negligence or willful misconduct;

(ii) non-competition, non-solicitation, employee non-hire, or other restrictive covenant provisions, to the extent that a court of competent jurisdiction may decline to enforce such provisions or may modify the scope, duration, or geographic reach thereof based upon applicable law or equitable considerations;

(iii) waivers of rights, benefits, or defenses, including without limitation waivers of notice, demand, presentment, protest, or other procedural rights, to the extent such waivers may be found to be unenforceable as against public policy or as otherwise prohibited by applicable law;

(iv) choice of forum, venue selection, consent to jurisdiction, or waiver of jury trial provisions, to the extent that such provisions may be overridden by applicable law or may be deemed unenforceable by a court of competent jurisdiction;

(v) provisions purporting to establish evidentiary standards, burdens of proof, or standards of care different from those imposed by applicable law; or

(vi) severability provisions, to the extent that the severance of any particular provision or provisions from a Transaction Document would materially alter the rights, obligations, or economic bargain of the parties thereto.

4.4 Knowledge Qualification

As used in this opinion letter, the expressions "to our knowledge," "known to us," and words or phrases of similar import refer solely to the actual, conscious knowledge, as of the date hereof and without independent investigation, inquiry, or due diligence beyond the examination of the documents and records described in Section 1.2 above, of the following attorneys at Calderwood & Harkness LLP who have given substantive legal attention to the representation of Buyer and Merger Sub in connection with the transactions contemplated by the Merger Agreement: Harrison Wexford, Beatrice Holloway, Naomi Petersen, and Ryan Kowalski (Calderwood & Harkness LLP Matter No. 1008-00008). We have not undertaken any independent investigation or review of court dockets, litigation searches, lien searches, judgment searches, or other public records in connection with this opinion, except as expressly described herein. The knowledge of other attorneys at this firm, including attorneys practicing in other offices or other practice groups, is not imputed to the attorneys named above for purposes of this opinion.

4.5 No Duty to Update

This opinion is rendered as of the date hereof, and we speak only as of such date. We undertake no obligation, and hereby disclaim any duty, to update, revise, supplement, or reaffirm this opinion to reflect any changes in fact, law, or circumstance that may hereafter occur or become effective, or to inform the Opinion Recipients or any other person of any such changes, whether or not such changes would affect the opinions expressed herein. The Opinion Recipients should be aware that changes in applicable law or in the factual circumstances underlying this opinion could affect the conclusions expressed herein.

4.6 Reliance and Use

This opinion is furnished solely for the benefit of the Opinion Recipients identified above, solely in connection with the Closing of the Merger, and solely in their respective capacities as parties to the Merger Agreement. This opinion may not be relied upon by any other person or entity, or for any other purpose or in connection with any other transaction, without our prior written consent in each instance. Without limiting the generality of the foregoing, this opinion may not be relied upon by any successor or assign of any Opinion Recipient, by any lender, underwriter, investor, or other financing source, or by any other third party, without our prior written consent.

This opinion may not be quoted in whole or in part, summarized, paraphrased, or excerpted in any document, report, filing, or other communication, and may not be filed with any governmental authority or regulatory body or otherwise made public, without our prior written consent in each instance, except to the extent that disclosure may be required by applicable law, regulation, or legal process, in which case the disclosing party shall provide us with prompt written notice of such required disclosure to the extent legally permissible.

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We trust that the foregoing is satisfactory for your purposes. Please do not hesitate to contact us should you have any questions regarding this opinion.

Very truly yours,