1001-00004 · Ardent Capital Partners · Opinions & Deliverables

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CALDERWOOD & HARKNESS LLP

ATTORNEYS AT LAW

7 Times Square New York, New York 10036 Telephone: (212) 506-5000 Facsimile: (212) 506-5100

555 California Street, Suite 3200, San Francisco, California 94104 1 Angel Court, London EC2R 7HJ, United Kingdom

Matter No.: 1001-00004

[__], 2025

Luminex Systems Holdings Inc. 2100 Reston Gateway Drive, Suite 800 Reston, Virginia 20191

Attention: General Counsel

Ridgeline Growth Equity Fund II LP 200 Clarendon Street, 52nd Floor Boston, Massachusetts 02116

Attention: Legal Department

Meridian Venture Partners IV LP 600 Montgomery Street, Suite 2800 San Francisco, California 94111

Attention: General Counsel

Stonebridge Credit Partners LLC 600 Lexington Avenue, 20th Floor New York, New York 10022

Attention: Administrative Agent — Credit Facilities

Re: Agreement and Plan of Merger, dated as of March 24, 2025, among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc. — Legal Opinion of Buyer's Counsel

Ladies and Gentlemen:

1. Introduction

We have acted as counsel to Ardent Capital Partners III LP, a Delaware limited partnership ("Buyer" or "Ardent Capital"), Ardent Apex Holdings Inc., a Delaware corporation ("Parent" or "Apex Holdings"), and Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub" and, together with Buyer and Parent, the "Buyer Parties"), in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 24, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), by and among Ardent Apex Holdings Inc., as Parent, Ardent Apex Merger Sub Inc., as Merger Sub, and Luminex Systems Holdings Inc., a Delaware corporation (the "Company").

The Merger Agreement provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, pursuant to a reverse triangular merger structure under the Delaware General Corporation Law, Title 8 of the Delaware Code (the "DGCL"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Company (excluding shares held in treasury by the Company and shares held by Parent or Merger Sub, and excluding shares held by stockholders who have perfected their appraisal rights under Section 262 of the DGCL) will be converted into the right to receive $20.00 per share in cash, without interest (the "Per Share Merger Consideration"), based on approximately 140,000,000 fully diluted shares of the Company, resulting in an aggregate equity value of approximately $2,800,000,000 (two billion eight hundred million dollars) (the "Aggregate Merger Consideration").

This opinion letter (this "Opinion") is being delivered to you pursuant to Section [__] of the Merger Agreement as a condition to the obligations of the Company and the Stockholder Representatives (as defined in the Merger Agreement) to consummate the closing of the transactions contemplated by the Merger Agreement (the "Closing"). Unless otherwise defined herein, capitalized terms used in this Opinion shall have the meanings ascribed to them in the Merger Agreement.

2. Documents Examined

In connection with this Opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Reviewed Documents"):

1. The Agreement and Plan of Merger, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc., including all exhibits, schedules, and disclosure schedules thereto (the "Merger Agreement");

2. The Certificate of Incorporation of Ardent Apex Holdings Inc., as filed with the Secretary of State of the State of Delaware on March 5, 2025, as amended and in effect on the date hereof (the "Parent Certificate of Incorporation");

3. The Bylaws of Ardent Apex Holdings Inc., as adopted on March 5, 2025, and as currently in effect on the date hereof (the "Parent Bylaws" and, together with the Parent Certificate of Incorporation, the "Parent Organizational Documents");

4. The Certificate of Incorporation of Ardent Apex Merger Sub Inc., as filed with the Secretary of State of the State of Delaware on March 7, 2025, as amended and in effect on the date hereof (the "Merger Sub Certificate of Incorporation");

5. The Bylaws of Ardent Apex Merger Sub Inc., as adopted on March 7, 2025, and as currently in effect on the date hereof (the "Merger Sub Bylaws" and, together with the Merger Sub Certificate of Incorporation, the "Merger Sub Organizational Documents");

6. The Written Consent of the Board of Directors of Ardent Apex Holdings Inc., dated March 22, 2025, approving the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement (the "Parent Board Consent");

7. The Written Consent of the Board of Directors of Ardent Apex Merger Sub Inc., dated March 22, 2025, approving the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement (the "Merger Sub Board Consent");

8. The Written Consent of Ardent Apex Holdings Inc., as the sole stockholder of Ardent Apex Merger Sub Inc., dated March 23, 2025, approving the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, in accordance with Sections 228 and 251 of the DGCL (the "Sole Stockholder Consent");

9. The Certificate of Merger, in substantially the form attached as an exhibit to the Merger Agreement, to be filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL (the "Certificate of Merger");

10. The Equity Commitment Letter, dated as of March 24, 2025, from Ardent Capital Partners III LP to Ardent Apex Holdings Inc., pursuant to which Ardent Capital committed to make or cause to be made equity contributions to Parent in an aggregate amount of $695,980,000 (the "Equity Commitment Letter");

11. The Certificate of Good Standing for Ardent Apex Holdings Inc., issued by the Secretary of State of the State of Delaware, dated within five (5) business days of the Closing Date;

12. The Certificate of Good Standing for Ardent Apex Merger Sub Inc., issued by the Secretary of State of the State of Delaware, dated within five (5) business days of the Closing Date;

13. The Commitment Letter from Stonebridge Credit Partners LLC, dated March 8, 2025 (Reference No. SC-2025-0312-AC), relating to the $1,400,000,000 Senior Secured Credit Facility (the "Commitment Letter"), which we have reviewed solely for purposes of the no-conflict opinion set forth in Section 4.9 below;

14. The Escrow Agreement, dated as of the date hereof, by and among Ardent Apex Holdings Inc., the Stockholder Representatives, and Continental Fiduciary Trust Company, as escrow agent (Escrow Account Reference No. CFT-ESC-2025-7894) (the "Escrow Agreement");

15. The Paying Agent Agreement, dated as of the date hereof, by and among Ardent Apex Holdings Inc., the Company, and Atlas Shareholder Services Inc., as paying agent (the "Paying Agent Agreement");

16. The Officer's Certificate of each of Ardent Apex Holdings Inc. and Ardent Apex Merger Sub Inc., dated as of the Closing Date, delivered at the Closing pursuant to the Merger Agreement;

17. The Secretary's Certificate of Ardent Apex Merger Sub Inc., dated as of the Closing Date, delivered at the Closing pursuant to the Merger Agreement; and

18. Such other documents, records, certificates, instruments, and agreements as we have deemed necessary or appropriate as a basis for the opinions expressed herein.

The Merger Agreement, the Escrow Agreement, the Paying Agent Agreement, the Certificate of Merger, the Equity Commitment Letter, and each other agreement executed and delivered in connection with the Merger are referred to herein collectively as the "Transaction Documents."

3. Assumptions

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

(a) The authenticity and completeness of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise), and the authenticity of the originals of all documents submitted to us as copies.

(b) The genuineness of all signatures on all documents reviewed by us, whether originals or copies, and the authority of each person who signed such documents on behalf of any person or entity other than Parent and Merger Sub.

(c) The legal capacity of all natural persons who have executed any of the Transaction Documents or any other documents reviewed by us.

(d) That each party to the Merger Agreement and the other Transaction Documents (other than Parent and Merger Sub) is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of organization or formation, and has all requisite organizational power and authority to execute, deliver, and perform its obligations under the Merger Agreement and each ancillary document to which it is a party.

(e) That the Merger Agreement and each other Transaction Document constitutes the legal, valid, and binding obligation of each party thereto (other than Parent and Merger Sub), enforceable against each such party in accordance with its respective terms, subject, in each case, to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(f) That the execution, delivery, and performance of the Merger Agreement and each other Transaction Document by each party thereto (other than Parent and Merger Sub) does not and will not violate, conflict with, or result in a breach of any law, rule, regulation, judgment, order, or decree applicable to such party, or any agreement, instrument, or obligation to which such party is a party or by which such party or any of its properties or assets is bound.

(g) That the Merger Agreement, the Escrow Agreement, the Paying Agent Agreement, and each other Transaction Document has been duly authorized, executed, and delivered by the Company and by each of the other parties thereto (other than Parent and Merger Sub), in accordance with all applicable organizational documents, governing instruments, and applicable law.

(h) That all representations and warranties made by officers, directors, and other authorized representatives of Parent and Merger Sub in the Officer's Certificates, Secretary's Certificates, and other certificates delivered at the Closing, and in the Merger Agreement itself, are true, accurate, and complete as of the date hereof and as of the Closing Date.

(i) That the Certificate of Merger will be duly filed with, and accepted for filing by, the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL, and that the Merger will become effective upon such filing or at such later time as may be specified in the Certificate of Merger.

(j) That there are no oral or written agreements, understandings, or arrangements among the parties to the Transaction Documents that would modify, amend, supplement, or otherwise affect the terms of the Transaction Documents as presented to us.

(k) That each of the Transaction Documents reviewed by us is in full force and effect and has not been amended, modified, supplemented, or terminated (whether by written agreement, waiver, course of dealing, or otherwise) except as expressly set forth in the documents provided to us.

4. Opinions

Based upon and subject to the foregoing, and subject to the qualifications, limitations, exceptions, and assumptions set forth herein, we are of the opinion that:

4.1 Due Organization, Valid Existence, and Good Standing — Ardent Apex Holdings Inc.

Ardent Apex Holdings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Parent was incorporated on March 5, 2025, by the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware, and has been continuously in existence since such date. Parent's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Parent's Employer Identification Number is 93-2178435. This opinion is based upon our review of the Parent Certificate of Incorporation, the Parent Bylaws, and the Certificate of Good Standing for Parent issued by the Secretary of State of the State of Delaware dated within five (5) business days of the Closing Date.

4.2 Due Organization, Valid Existence, and Good Standing — Ardent Apex Merger Sub Inc.

Ardent Apex Merger Sub Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Merger Sub was incorporated on March 7, 2025, by the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware, and has been continuously in existence since such date. Merger Sub is a wholly owned subsidiary of Ardent Apex Holdings Inc. and was formed exclusively for the purpose of effectuating the reverse triangular merger with Luminex Systems Holdings Inc. contemplated by the Merger Agreement. Merger Sub's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Merger Sub's Employer Identification Number is 93-2178502. Merger Sub has not conducted any activities other than those incidental to its formation and the execution and delivery of the Merger Agreement and the other Transaction Documents and the consummation of the transactions contemplated thereby. This opinion is based upon our review of the Merger Sub Certificate of Incorporation, the Merger Sub Bylaws, and the Certificate of Good Standing for Merger Sub issued by the Secretary of State of the State of Delaware dated within five (5) business days of the Closing Date.

4.3 Corporate Power and Authority

Each of Parent and Merger Sub has all requisite corporate power and authority under its respective Certificate of Incorporation, Bylaws, and the DGCL to (a) execute and deliver the Merger Agreement and each ancillary agreement and Transaction Document to which it is a party, including without limitation the Escrow Agreement, the Paying Agent Agreement, and the Certificate of Merger, (b) perform its respective obligations under the Merger Agreement and each such ancillary agreement and Transaction Document, and (c) consummate the transactions contemplated by the Merger Agreement, including the Merger. In addition, Parent, as the sole stockholder of Merger Sub, has the requisite corporate power and authority to approve the Merger Agreement, the Merger, and the other transactions contemplated thereby on behalf of Merger Sub's stockholders, in accordance with the DGCL and Merger Sub's Organizational Documents.

4.4 Due Authorization

The execution, delivery, and performance of the Merger Agreement and each other Transaction Document by each of Parent and Merger Sub, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, have been duly and validly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. Such corporate action includes:

(a) the approval by the Board of Directors of Ardent Apex Holdings Inc., by unanimous written consent in lieu of a meeting, of the Merger Agreement, the Merger, and the other transactions contemplated thereby, including the execution and delivery of each Transaction Document to which Parent is a party (as evidenced by the Parent Board Consent);

(b) the approval by the Board of Directors of Ardent Apex Merger Sub Inc., by unanimous written consent in lieu of a meeting, of the Merger Agreement, the Merger, and the other transactions contemplated thereby, including the execution and delivery of each Transaction Document to which Merger Sub is a party (as evidenced by the Merger Sub Board Consent); and

(c) the approval by Ardent Apex Holdings Inc., as the sole stockholder of Ardent Apex Merger Sub Inc., by written consent in lieu of a meeting, of the Merger Agreement, the Merger, and the other transactions contemplated thereby, in accordance with Sections 228 and 251 of the DGCL (as evidenced by the Sole Stockholder Consent).

No further corporate proceedings on the part of Parent or Merger Sub, and no further vote or consent of the stockholders of Parent or Merger Sub, are necessary to authorize the execution, delivery, and performance of the Merger Agreement or any other Transaction Document by Parent or Merger Sub, or to consummate the Merger or any of the other transactions contemplated by the Merger Agreement.

4.5 Due Execution and Delivery

The Merger Agreement has been duly executed and delivered by each of Parent and Merger Sub. Each ancillary agreement and Transaction Document to which Parent or Merger Sub is a party has been (or, to the extent to be executed and delivered at or after the Closing, upon such execution and delivery will be) duly executed and delivered by Parent or Merger Sub, as applicable.

4.6 Enforceability. The Merger Agreement constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms. This opinion is subject to the enforceability exceptions and other qualifications set forth in Section 5 below.

4.7 No Violation of Organizational Documents

(a) violate, conflict with, or result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, or acceleration of any obligation or loss of any benefit under, any provision of the Certificate of Incorporation or Bylaws of Ardent Apex Holdings Inc., in each case as currently in effect; or

(b) violate, conflict with, or result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, or acceleration of any obligation or loss of any benefit under, any provision of the Certificate of Incorporation or Bylaws of Ardent Apex Merger Sub Inc., in each case as currently in effect.

4.8 No Violation of Applicable Delaware Law

This opinion is limited solely to the DGCL and the laws of the State of Delaware as in effect on the date hereof. Without limiting the generality of the foregoing, this opinion does not extend to, and we express no opinion regarding, any federal securities laws (including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), any federal or state antitrust or competition laws (including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), any tax laws (federal, state, local, or foreign), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the laws of any jurisdiction other than the State of Delaware.

4.9 No Violation of Specified Agreements

The execution, delivery, and performance by each of Parent and Merger Sub of the Merger Agreement and each other Transaction Document to which it is a party, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, do not and will not result in (a) a violation of, or a default (with or without notice or lapse of time, or both) under, (b) the acceleration of any obligation under, or (c) the creation of any lien or encumbrance on any asset of Parent or Merger Sub pursuant to, any of the agreements listed on Schedule A attached hereto (the "Specified Agreements"), including without limitation the Commitment Letter (Reference No. SC-2025-0312-AC), the Equity Commitment Letter, and the Co-Investment Agreements identified therein.

This opinion is rendered based solely upon our review of the text of the specific Specified Agreements listed on Schedule A as in effect on the date hereof and does not extend to any other contracts, agreements, instruments, or arrangements to which Parent, Merger Sub, Buyer, or any of their respective affiliates may be a party or by which any of them or any of their respective properties or assets may be bound. In rendering this opinion, we have assumed that each Specified Agreement is in full force and effect, has not been amended, modified, or waived (except as set forth in the copies provided to us), and that no party to any Specified Agreement is in breach or default thereunder.

4.10 Governmental Approvals

No consent, approval, license, permit, order, or authorization of, or registration, declaration, qualification, or filing with, any governmental authority of the State of Delaware is required by or with respect to Parent or Merger Sub in connection with the execution, delivery, and performance of the Merger Agreement 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 in accordance with the applicable provisions of the DGCL; and

(b) such filings, approvals, and authorizations as have been made or obtained prior to the date hereof, including without limitation the filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (Transaction No. HSR-20250328-4192), and the voluntary joint notice filed with the Committee on Foreign Investment in the United States (Tracking No. CFIUS-2025-0087), and other regulatory filings and approvals, as to which we express no opinion.

We express no opinion as to any consent, approval, order, or authorization of, or registration, declaration, or filing with, any federal governmental authority or any governmental authority of any state other than Delaware, or any foreign governmental authority, that may be required in connection with the execution, delivery, and performance of the Merger Agreement or the consummation of the Merger.

5. Qualifications and Limitations

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

5.1 Enforceability Exceptions

The opinion set forth in Section 4.6 above regarding the enforceability of the Merger Agreement is subject to and limited by:

(a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and similar laws affecting the rights and remedies of creditors generally, including without limitation the United States Bankruptcy Code (Title 11 of the United States Code), state fraudulent transfer and fraudulent conveyance statutes (including the Delaware Uniform Voidable Transactions Act, 6 Del. C. §§ 1301–1311), and any applicable state receivership or assignment for the benefit of creditors statutes;

(b) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity), including without limitation principles governing the availability of specific performance, injunctive relief, and other equitable remedies, and concepts of materiality, reasonableness, good faith, fair dealing, and the covenant of good faith and fair dealing implied by law;

(c) the discretion of the court before which any proceeding for enforcement may be brought, including the power of such court to deny enforcement of remedies on the basis of public policy or other equitable considerations;

(d) the unenforceability under certain circumstances of provisions imposing penalties, forfeitures, or liquidated damages, or provisions that purport to waive the rights of a party to a jury trial, to the extent that such waiver is deemed unenforceable under applicable law; and

(e) the effect of applicable law on the enforceability of provisions of the Merger Agreement that purport to indemnify or hold harmless a party against liability for such party's own negligence, gross negligence, willful misconduct, or fraud, or that purport to release a party from, or require another party to waive, such claims.

5.2 Scope Limitations — Governing Law

The opinions expressed in this Opinion are limited solely to:

(a) the laws of the State of Delaware (including the statutory provisions of the DGCL, the applicable provisions of the Delaware constitution, and the reported judicial decisions interpreting the foregoing); and

(b) the federal laws of the United States of America, but only to the extent specifically referenced herein.

We do not express any opinion as to the laws of any other jurisdiction, including but not limited to the laws of Switzerland (whether the laws of the Canton of Glenrock Assurance or the Swiss Confederation generally), Germany, the United Kingdom, Singapore, or the European Union, or any other state of the United States other than Delaware. Accordingly, to the extent that the laws of any jurisdiction other than the State of Delaware govern any Transaction Document or any of the transactions contemplated thereby, we express no opinion with respect to the effect of such laws.

Without limiting the generality of the foregoing, no opinion is expressed with respect to any of the following:

(i) any federal or state antitrust or competition law, including without limitation the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder;

(ii) the Defense Production Act of 1950, as amended, or any federal foreign investment review statutes or regulations, including without limitation the regulations of the Committee on Foreign Investment in the United States set forth in 31 C.F.R. Part 800 et seq.;

(iii) any federal or state securities laws, including without limitation the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, and any "blue sky" or state securities laws;

(iv) any federal, state, local, or foreign tax laws, including without limitation the Internal Revenue Code of 1986, as amended, and any rules, regulations, or rulings promulgated thereunder;

(v) the Employee Retirement Income Security Act of 1974, as amended, or any rules or regulations promulgated thereunder;

(vi) any federal, state, local, or foreign environmental laws, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended; or

(vii) any federal, state, local, or foreign laws relating to data privacy, data protection, cybersecurity, or data security, including without limitation the General Data Protection Regulation (EU) 2016/679, the California Consumer Privacy Act, as amended, and any analogous state or foreign data protection statutes.

5.3 Scope Limitations — Subject Matter

In addition to the foregoing, no opinion is expressed with respect to any of the following matters:

(a) Compliance with any financial covenant, financial test, financial ratio, or similar financial metric contained in any Transaction Document or any other agreement, including without limitation any leverage ratio, coverage ratio, or minimum liquidity test set forth in the Commitment Letter or any definitive credit documentation;

(b) The availability, adequacy, or sufficiency of the financing for the Merger or the other transactions contemplated by the Merger Agreement, including without limitation the $1,400,000,000 Senior Secured Credit Facility contemplated by the Commitment Letter (Reference No. SC-2025-0312-AC), any subordinated notes, or any equity contributions contemplated by the Equity Commitment Letter or the Co-Investment Agreements;

(c) The tax consequences of the Merger or any of the other transactions contemplated by the Merger Agreement, including without limitation any consequences arising under Section 338(h)(10) of the Internal Revenue Code, any Swiss withholding tax implications, or any transfer pricing matters;

(d) Title to, or the value or condition of, any assets or properties of Parent, Merger Sub, the Company, or any of their respective subsidiaries, or the perfection, priority, or validity of any lien, security interest, pledge, or other encumbrance on any such assets or properties;

(e) The adequacy or fairness of the Per Share Merger Consideration or the Aggregate Merger Consideration, or whether the Merger Agreement or the Merger is fair to the stockholders of the Company or any other person from a financial point of view;

(f) Compliance with any antitrust or competition laws of any jurisdiction, including without limitation any merger notification requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the competition laws of the European Union, Germany, the United Kingdom, Switzerland, or any other jurisdiction;

(g) Compliance with any requirements of the Committee on Foreign Investment in the United States or any other foreign investment review authority;

(h) The solvency of Parent, Merger Sub, the Company, or the surviving corporation after giving effect to the Merger, the financing transactions contemplated by the Commitment Letter, the Equity Commitment Letter, or any other Transaction Document; and

(i) Any matters relating to (i) the representations and warranties insurance policy (Policy No. GSI-RWI-2025-04821) issued by Grandview Specialty Insurance Company or (ii) the directors' and officers' liability tail insurance policy (Policy No. PAL-DO-2025-11473) issued by Palisade Mutual Insurance Co., including without limitation the scope, availability, exclusions, or enforceability of coverage under either such policy.

5.4 Reliance on Certificates and Representations

In rendering the opinions expressed herein, we have relied, to the extent we have deemed appropriate, upon certificates and representations of officers and directors of Parent and Merger Sub (including without limitation the Officer's Certificates and Secretary's Certificates delivered at the Closing) as to certain factual matters relevant to our opinions, and we have not independently investigated or verified such factual matters. We have assumed, without independent investigation or verification, the accuracy and completeness of all such certificates and representations. We have also relied upon certificates of good standing and other certificates and confirmations issued by the Secretary of State of the State of Delaware and other governmental officials, and we have assumed that the information contained in such certificates was accurate and complete as of the respective dates thereof and that such good standing has continued to the date hereof and through the Closing. We have made no independent investigation of the records of any governmental authority or agency.

5.5 No Duty to Update

The opinions expressed herein are rendered solely as of the date hereof, and we assume no obligation to advise you of, and we disclaim any responsibility for, any change in law, fact, or circumstance that may hereafter come to our attention, whether or not such change would affect the opinions expressed herein. We undertake no obligation to update or supplement this Opinion to reflect any facts or circumstances that may hereafter come to our attention, any changes in applicable law that may hereafter occur, or the effect of any subsequently discovered information on the opinions expressed herein.

6. Reliance and Benefit

This Opinion is rendered to, and is for the sole benefit of, the addressees listed in the heading of this letter (collectively, the "Addressees") and may not be relied upon by any other person or entity for any purpose without our prior written consent. Notwithstanding the foregoing, we hereby consent to reliance on this Opinion by Caldwell, Raines & Sheppard LLP (Attention: Patricia Okonkwo) in its capacity as counsel to the Company and the Selling Stockholders (as defined in the Merger Agreement), to the extent that such firm is entitled to rely on this Opinion pursuant to the terms of the Merger Agreement.

This Opinion may not be quoted in whole or in part, summarized, paraphrased, or excerpted in any document, filed with or furnished to any governmental authority or regulatory body, or otherwise referred to or disclosed to any third party, without our prior written consent in each instance, except (a) as may be required by applicable law, regulation, or regulatory requirement, (b) as a closing deliverable under the Merger Agreement, or (c) as a closing deliverable under the Credit Agreement to be entered into in connection with the Senior Secured Credit Facility, as required by the terms of the Commitment Letter (Reference No. SC-2025-0312-AC).

This Opinion is not intended to, and does not, create any attorney-client relationship between this firm and any Addressee (other than the Buyer Parties). Our representation in this matter is limited to the Buyer Parties.

7. Conclusion

We are members of the Bar of the State of New York and we do not hold ourselves out as being experts on the laws of any jurisdiction other than the laws of the State of New York, the laws of the State of Delaware (including the DGCL), and the federal laws of the United States of America. The opinions expressed herein are limited to the matters stated herein, and no opinion is to be implied or may be inferred beyond the matters expressly stated herein.

Very truly yours,