1009-00006 · Skybridge Fintech Ltd · Closing

borrower-counsel-opinion-letter.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law

780 Third Avenue, 30th Floor New York, New York 10017

Telephone: (212) 554-7200 Facsimile: (212) 554-7201

February 28, 2026

Pinnacle Atlantic Bank, N.A. as Administrative Agent and Committed Buyer 201 South Tryon Street, 34th Floor Charlotte, North Carolina 28202

Ridgeline Capital Markets LLC as Participating Buyer 599 Lexington Avenue, 22nd Floor New York, New York 10022

Re: Master Repurchase Agreement dated as of February 28, 2026, among SBF Warehouse I LLC, as Seller, Pinnacle Atlantic Bank, N.A., as Administrative Agent and Committed Buyer, and Ridgeline Capital Markets LLC, as Participating Buyer — Maximum Facility Amount: $40,000,000

Ladies and Gentlemen:

We have acted as counsel to Skybridge Fintech Ltd., a Delaware corporation ("Skybridge" or the "Performance Guarantor"), Employer Identification Number 84-3291507, and SBF Warehouse I LLC, a Delaware limited liability company ("Seller" or the "SPE," and together with Skybridge, the "Opinion Parties"), Employer Identification Number 93-1784620, in connection with the negotiation, execution, and delivery of the Transaction Documents (as defined below). This opinion letter is delivered to you pursuant to Section 4.01(a)(vi) of the Master Repurchase Agreement (as defined below) as a condition precedent to the initial Purchase Transaction on the Closing Date. This opinion letter is identified internally as Calderwood & Harkness Matter No. 1009-00006.

I. DEFINED TERMS AND TRANSACTION DOCUMENTS

1.1 Defined Terms

Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the MRA (as defined below). As used in this opinion letter, the following terms shall have the meanings set forth below:

"Opinion Parties" means Skybridge Fintech Ltd. and SBF Warehouse I LLC, collectively.

"Addressees" means Pinnacle Atlantic Bank, N.A. and Ridgeline Capital Markets LLC, collectively.

1.2 Transaction Documents Reviewed

In connection with the rendering of the opinions set forth herein, we have reviewed executed counterparts or copies of the following documents, which are referred to herein collectively as the "Transaction Documents":

1. Master Repurchase Agreement dated as of February 28, 2026 (the "MRA"), among SBF Warehouse I LLC, as Seller, Pinnacle Atlantic Bank, N.A., as Administrative Agent and Committed Buyer (with a commitment of $30,000,000), and Ridgeline Capital Markets LLC, as Participating Buyer (with a commitment of $10,000,000), including all annexes, exhibits, and schedules thereto;

2. Performance Guaranty dated as of February 28, 2026 (the "Guaranty"), by Skybridge Fintech Ltd. in favor of Pinnacle Atlantic Bank, N.A., in its capacity as Administrative Agent for the benefit of the Buyers, including all annexes, exhibits, and schedules thereto;

3. Sale and Contribution Agreement dated as of February 28, 2026 (the "Sale Agreement"), between Skybridge Fintech Ltd., as Originator, and SBF Warehouse I LLC, as Purchaser, including all annexes, exhibits, and schedules thereto;

4. Custodial Agreement dated as of February 14, 2026 (the "Custodial Agreement"), among SBF Warehouse I LLC, Pinnacle Atlantic Bank, N.A., and Ironclad Trust Company, as Custodian, including all annexes, exhibits, and schedules thereto;

5. Servicing Agreement dated as of February 28, 2026 (the "Servicing Agreement"), among the parties thereto, appointing Skybridge Fintech Ltd. as Servicer, including all annexes, exhibits, and schedules thereto;

6. Fee Letter dated as of February 28, 2026 (the "Fee Letter"), among SBF Warehouse I LLC, Skybridge Fintech Ltd., and Pinnacle Atlantic Bank, N.A., including all annexes and schedules thereto; and

7. Eligibility Criteria and Concentration Limits Schedule incorporated by reference into the MRA, as agreed among the parties on February 7, 2026.

II. DOCUMENTS EXAMINED AND DILIGENCE

In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, certificates, records, and instruments:

(a) A certified copy of the Certificate of Incorporation of Skybridge Fintech Ltd. as filed with the Secretary of State of the State of Delaware, Delaware Entity File No. 7384921, together with all amendments thereto as currently in effect;

(b) A certified copy of the Certificate of Formation of SBF Warehouse I LLC as filed with the Secretary of State of the State of Delaware, Delaware Entity File No. 8102356, together with all amendments thereto as currently in effect;

(c) The Bylaws of Skybridge Fintech Ltd. as currently in effect, certified to us by the Corporate Secretary of Skybridge;

(d) The Limited Liability Company Agreement of SBF Warehouse I LLC as currently in effect, certified to us by an authorized officer of SBF Warehouse I LLC;

(e) A Certificate of Good Standing of Skybridge Fintech Ltd. issued by the Secretary of State of the State of Delaware dated on or about February 25, 2026;

(f) A Certificate of Good Standing of SBF Warehouse I LLC issued by the Secretary of State of the State of Delaware dated on or about February 25, 2026;

(g) Resolutions of the Board of Directors of Skybridge Fintech Ltd. authorizing the execution, delivery, and performance of the Transaction Documents to which Skybridge is a party, adopted by unanimous written consent effective as of February 21, 2026;

(h) The written consent of Skybridge Fintech Ltd., as sole member of SBF Warehouse I LLC, authorizing the execution, delivery, and performance of the Transaction Documents to which SBF Warehouse I LLC is a party, effective as of February 21, 2026;

(i) The Secretary's Certificate of Skybridge Fintech Ltd. executed by Deirdre Knox, General Counsel and Corporate Secretary, dated as of the date hereof, certifying, among other things, the incumbency and specimen signatures of the officers of Skybridge authorized to execute the Transaction Documents, the authenticity and completeness of the organizational documents of Skybridge, and the adoption of the authorizing resolutions referenced above;

(j) The Officer's Closing Certificate of SBF Warehouse I LLC and Skybridge Fintech Ltd. executed by Rajan Sundaram, Chief Financial Officer, dated as of the date hereof, certifying as to certain factual matters relating to the Opinion Parties and the transactions contemplated by the Transaction Documents;

(k) The forms of UCC-1 financing statements to be filed against SBF Warehouse I LLC, as debtor, in favor of Pinnacle Atlantic Bank, N.A., as Administrative Agent and secured party/buyer, with the Secretary of State of the State of Delaware;

(l) The forms of UCC-1 financing statements to be filed against Skybridge Fintech Ltd., as debtor, in favor of SBF Warehouse I LLC, as secured party, with the Secretary of State of the State of Delaware (relating to the true-sale transfer of receivables under the Sale Agreement);

(m) UCC search results obtained from the Secretary of State of the State of Delaware with respect to each of Skybridge Fintech Ltd. and SBF Warehouse I LLC, dated as of February 26, 2026; and

(n) Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.

We have also made such inquiries of officers and representatives of the Opinion Parties as we have considered relevant and have relied upon the representations and certifications of such officers and representatives as to factual matters without independent verification thereof.

III. ASSUMPTIONS

The opinions expressed herein are based upon, and are subject to, the following assumptions, each of which we have made without independent investigation or verification:

1. The genuineness of all signatures on documents and instruments examined by us (other than the signatures of the Opinion Parties on the Transaction Documents, as to which we have made independent inquiry regarding incumbency and authorization);

2. The authenticity and completeness of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies, whether certified, photostatic, electronic, or otherwise;

3. The legal capacity of all natural persons who executed any document or instrument reviewed by us in connection with the rendering of the opinions set forth herein;

4. The due organization, valid existence, and good standing of each of the Addressees and each other party to the Transaction Documents (other than the Opinion Parties) under the laws of their respective jurisdictions of organization;

5. The due authorization, execution, and delivery of each of the Transaction Documents by each of the Addressees and each other party thereto (other than the Opinion Parties), including that all necessary corporate, limited liability company, partnership, or other organizational action has been taken by each such party to authorize the execution, delivery, and performance of the Transaction Documents;

6. That each of the Addressees has the requisite power and authority under its organizational documents and applicable law to enter into, deliver, and perform its obligations under the Transaction Documents to which it is a party;

7. That each of the Transaction Documents constitutes the legal, valid, and binding obligation of each party thereto (other than the Opinion Parties), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and equitable principles;

8. The accuracy and completeness of the representations and warranties of the Opinion Parties set forth in the Transaction Documents and in the Officer's Closing Certificate delivered by Rajan Sundaram on the date hereof, including without limitation all representations regarding the Opinion Parties' financial condition, compliance with applicable laws, and the accuracy and completeness of information furnished by the Opinion Parties;

9. That the choice of New York law as the governing law of the Transaction Documents is a valid and effective choice under applicable principles of conflicts of law, including Section 5-1401 of the New York General Obligations Law, and that a New York court or a federal court sitting in New York would honor such choice of law provisions;

10. That the consideration given under the Sale Agreement and the MRA, including the Purchase Price paid by SBF Warehouse I LLC to Skybridge for each Eligible Receivable and the Purchase Price paid by the Buyers for each Purchased Receivable, constitutes reasonably equivalent value and fair consideration for purposes of applicable fraudulent transfer and fraudulent conveyance statutes;

11. That Ironclad Trust Company will perform its obligations as Custodian in accordance with the terms and conditions of the Custodial Agreement, including its obligations relating to the safekeeping and maintenance of receivable files and electronic records; and

12. That the receivable files and electronic records delivered to the Custodian and maintained by the Seller and the Servicer are accurate, complete, and properly authenticated in accordance with applicable law and the requirements of the Transaction Documents.

IV. OPINIONS

Based upon and subject to the foregoing, and subject further to the Enforceability Qualifications set forth in Section V and the qualifications, limitations, and exclusions set forth in Section VI, we are of the opinion that:

Opinion 4.1 — Due Organization and Good Standing

(a) Skybridge Fintech Ltd. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Entity File No. 7384921). Skybridge has the requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted. Skybridge is headquartered at 400 North Market Street, Suite 1200, Wilmington, Delaware 19801.

(b) SBF Warehouse I LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Entity File No. 8102356). SBF Warehouse I LLC has the requisite limited liability company power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted. SBF Warehouse I LLC is a wholly owned subsidiary of Skybridge Fintech Ltd. The registered office of SBF Warehouse I LLC is c/o Skybridge Fintech Ltd., 400 North Market Street, Suite 1200, Wilmington, Delaware 19801.

(c) Each Opinion Party has the requisite corporate or limited liability company power and authority, as the case may be, to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby.

Opinion 4.2 — Due Authorization, Execution, and Delivery

(a) The execution, delivery, and performance by Skybridge Fintech Ltd. of each Transaction Document to which it is a party — specifically, the Guaranty, the Sale Agreement, the Servicing Agreement, and the Fee Letter — have been duly authorized by all necessary corporate action on the part of Skybridge, including approval by its Board of Directors pursuant to the unanimous written consent referenced in Section II(g) above. No further corporate action on the part of Skybridge is required for the execution, delivery, or performance of such Transaction Documents.

(b) The execution, delivery, and performance by SBF Warehouse I LLC of each Transaction Document to which it is a party — specifically, the MRA, the Sale Agreement, the Custodial Agreement, and the Fee Letter — have been duly authorized by all necessary limited liability company action on the part of SBF Warehouse I LLC, including the written consent of Skybridge Fintech Ltd. as its sole member referenced in Section II(h) above. No further limited liability company action on the part of SBF Warehouse I LLC is required for the execution, delivery, or performance of such Transaction Documents.

(c) Each Transaction Document to which an Opinion Party is a party has been duly executed and delivered by such Opinion Party, and the persons who executed the Transaction Documents on behalf of the respective Opinion Parties were, at the time of such execution, duly authorized to do so.

Opinion 4.3 — Enforceability

Each Transaction Document to which an Opinion Party is a party constitutes the legal, valid, and binding obligation of such Opinion Party, enforceable against such Opinion Party in accordance with its terms, subject to the Enforceability Qualifications set forth in Section V below. Without limiting the generality of the foregoing, the following Transaction Documents are enforceable against the respective Opinion Parties in accordance with their respective terms:

(a) The MRA, including without limitation the provisions establishing a Maximum Facility Amount of $40,000,000, pricing at a rate equal to the Secured Overnight Financing Rate (SOFR) plus 260 basis points per annum, an advance rate of 85% of the Market Value of Purchased Receivables, and a facility term extending through August 28, 2027, is enforceable against SBF Warehouse I LLC as Seller;

(b) The Guaranty, including without limitation the financial covenants requiring Skybridge to maintain (i) a Minimum Tangible Net Worth of not less than $55,000,000, (ii) Minimum Liquidity of not less than $10,000,000, (iii) a Maximum Leverage Ratio of not greater than 4.00 to 1.00, and (iv) a Minimum Servicing Portfolio unpaid principal balance (UPB) of not less than $250,000,000, is enforceable against Skybridge Fintech Ltd. as Performance Guarantor;

(c) The Sale Agreement is enforceable against each of Skybridge Fintech Ltd. as Originator and SBF Warehouse I LLC as Purchaser;

(d) The Custodial Agreement is enforceable against SBF Warehouse I LLC;

(e) The Servicing Agreement is enforceable against Skybridge Fintech Ltd. as Servicer; and

(f) The Fee Letter is enforceable against each of Skybridge Fintech Ltd. and SBF Warehouse I LLC.

Opinion 4.4 — No Conflicts

The execution, delivery, and performance by each Opinion Party of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby (including the sale and contribution of Eligible Receivables by Skybridge to SBF Warehouse I LLC, and the purchase and repurchase of Purchased Receivables by and from the Buyers), do not and will not:

(a) violate or conflict with the Certificate of Incorporation or Bylaws of Skybridge Fintech Ltd. or the Certificate of Formation or Limited Liability Company Agreement of SBF Warehouse I LLC;

(b) violate or conflict with any federal or New York law, rule, or regulation applicable to the Opinion Parties that, in our experience, is normally applicable to transactions of the type contemplated by the Transaction Documents; provided, however, that we have not made any independent investigation of any such laws beyond those specified in Section VI hereof, and this opinion is limited accordingly; or

(c) result in a breach or violation of, or constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the properties or assets of any Opinion Party pursuant to, any agreement, indenture, mortgage, deed of trust, loan agreement, credit agreement, or other instrument known to us to which such Opinion Party is a party or by which such Opinion Party or any of its properties or assets may be bound or affected.

For the avoidance of doubt, the opinion set forth in this Section 4.4 does not cover or extend to state lending or licensing laws, consumer protection statutes, or regulatory requirements applicable to Skybridge's consumer lending and fintech lending activities in the thirty-eight (38) states and the District of Columbia in which Skybridge holds lending licenses. Such matters are expressly excluded from the scope of this opinion letter, as more fully described in Section VI below.

Opinion 4.5 — True-Sale Characterization

The transfer of Eligible Receivables by Skybridge Fintech Ltd., as Originator, to SBF Warehouse I LLC, as Purchaser, pursuant to the Sale and Contribution Agreement constitutes a true sale of such receivables and not a secured financing or pledge for purposes of the United States Bankruptcy Code (Title 11 of the United States Code) (the "Bankruptcy Code").

In rendering this opinion, we have considered, among other things, the following factors:

(i) The Sale Agreement evidences the clear intent of the parties thereto to effectuate an absolute and irrevocable sale and transfer of each Eligible Receivable from Skybridge to SBF Warehouse I LLC, and not merely a grant of a security interest therein;

(ii) SBF Warehouse I LLC pays to Skybridge a Purchase Price that constitutes reasonably equivalent value for each Eligible Receivable transferred, such Purchase Price being determined in accordance with the pricing methodology set forth in the Sale Agreement;

(iii) Skybridge has no obligation or right to repurchase Eligible Receivables that have been transferred to SBF Warehouse I LLC, except in the limited circumstance where Skybridge has breached a representation or warranty with respect to a particular receivable, in which case the repurchase obligation is a remedy for breach and not an indicium of a financing transaction;

(iv) The books and records of both Skybridge and SBF Warehouse I LLC will reflect each transfer of receivables under the Sale Agreement as an absolute sale and not as a secured borrowing, and each party's financial statements will account for such transfers in a manner consistent with sale treatment;

(v) SBF Warehouse I LLC is a bankruptcy-remote, special-purpose entity that has been structured and organized with separateness covenants and operating restrictions designed to minimize the risk that SBF Warehouse I LLC would be substantively consolidated with Skybridge in the event of a bankruptcy of Skybridge, including without limitation: (A) the maintenance of separate books and records; (B) the maintenance of separate bank accounts; (C) the prohibition on commingling of assets with those of Skybridge or any other affiliate; (D) the maintenance of adequate capitalization; (E) the requirement that the Limited Liability Company Agreement of SBF Warehouse I LLC provide for at least one independent director (or, in the case of an LLC, an independent manager) whose affirmative consent is required for any voluntary filing of a bankruptcy petition; and (F) restrictions on the incurrence of additional indebtedness by SBF Warehouse I LLC; and

(vi) The risk of loss associated with the transferred receivables, and the benefits of ownership thereof (including the right to collections and other proceeds), pass to SBF Warehouse I LLC upon the transfer of each Eligible Receivable under the Sale Agreement.

This opinion is subject to the qualification that a court could, under certain circumstances and notwithstanding the foregoing factors, disregard the characterization of the transfer as a true sale and instead recharacterize the transaction as a secured loan from SBF Warehouse I LLC to Skybridge, particularly if the separateness covenants, true-sale indicia, or organizational formalities described above are not maintained in practice. As more fully described in Section VI below, we have assumed for purposes of this opinion that the Opinion Parties will comply at all times with the separateness covenants and operating procedures set forth in the organizational documents of SBF Warehouse I LLC and the Sale Agreement.

Opinion 4.6 — Perfection of Security Interest

(a) To the extent that the transfer of receivables by Skybridge to SBF Warehouse I LLC under the Sale Agreement is recharacterized by a court of competent jurisdiction as a secured loan rather than a true sale, the filing of a UCC-1 financing statement naming Skybridge Fintech Ltd. as debtor and SBF Warehouse I LLC as secured party with the office of the Secretary of State of the State of Delaware (Skybridge's jurisdiction of organization under Section 9-301(1) of the Uniform Commercial Code as in effect in the State of Delaware (the "Delaware UCC")) is necessary and sufficient to perfect a security interest granted by Skybridge in favor of SBF Warehouse I LLC in the receivables and related rights transferred under the Sale Agreement, to the extent that such receivables constitute "accounts," "payment intangibles," "general intangibles," or "chattel paper" (as such terms are defined in Article 9 of the Delaware UCC).

(b) The filing of a UCC-1 financing statement naming SBF Warehouse I LLC as debtor/seller and Pinnacle Atlantic Bank, N.A., as Administrative Agent for the benefit of the Buyers, as secured party/buyer with the office of the Secretary of State of the State of Delaware (SBF Warehouse I LLC's jurisdiction of organization under Section 9-301(1) of the Delaware UCC) is necessary and sufficient to perfect the interest of Pinnacle Atlantic Bank, N.A., as Administrative Agent for the benefit of the Buyers, in the Purchased Receivables and related rights under Articles 8 and 9 of the Delaware UCC, to the extent that such Purchased Receivables constitute "accounts," "payment intangibles," "general intangibles," or "chattel paper" (as such terms are defined in Article 9 of the Delaware UCC).

(c) The security interest of Pinnacle Atlantic Bank, N.A., as Administrative Agent for the benefit of the Buyers, upon proper filing of the UCC-1 financing statement described in paragraph (b) above, will have priority over any subsequently filed or perfected security interest in the Purchased Receivables, subject to the assumptions and qualifications stated herein, including without limitation the priority rules set forth in Sections 9-317, 9-322, and 9-330 of the Delaware UCC.

(d) We note that to the extent any Eligible Receivable or Purchased Receivable constitutes "electronic chattel paper" (as defined in Section 9-102(a)(31) of the Delaware UCC), perfection of a security interest in such electronic chattel paper by filing alone may not afford priority over a purchaser who takes control of such electronic chattel paper in accordance with Section 9-105 of the Delaware UCC. Perfection by "control" (as defined in Section 9-105 of the Delaware UCC) is required for the holder of a security interest in electronic chattel paper to have priority over a secured party that has perfected its interest by filing. We have assumed, without independent investigation, that the electronic records maintained by the Custodian (Ironclad Trust Company) and by the Seller satisfy the "control" requirements of Section 9-105 of the Delaware UCC, but we express no opinion as to whether such control has in fact been established or will be maintained.

Opinion 4.7 — No Governmental Approvals

No consent, approval, authorization, order, registration, qualification, or filing with any federal or New York State governmental or regulatory authority or agency is required for the execution, delivery, or performance by any Opinion Party of the Transaction Documents to which it is a party, or for the consummation of the transactions contemplated thereby, except for:

(a) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware as described in Opinion 4.6 above; and

(b) such consents, approvals, authorizations, registrations, qualifications, and filings as have already been obtained or made on or prior to the date hereof and remain in full force and effect.

For the avoidance of doubt, this opinion excludes from its scope any consent, approval, authorization, license, registration, or filing that may be required under state lending or licensing laws, consumer lending regulatory requirements, or similar state-level regulatory regimes applicable to Skybridge's lending activities, including the lending licenses held by Skybridge in thirty-eight (38) states and the District of Columbia.

V. ENFORCEABILITY QUALIFICATIONS

The enforceability opinions set forth in Section IV above are subject to, and limited by, the following qualifications (collectively, the "Enforceability Qualifications"):

1. The effect of applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, liquidation, fraudulent transfer, fraudulent conveyance, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights and remedies generally, including without limitation the Bankruptcy Code, the Federal Deposit Insurance Act, and state insolvency laws;

2. The effect of general principles of equity (regardless of whether the enforceability of any particular provision is considered in a proceeding in equity or at law), including without limitation concepts of materiality, reasonableness, good faith, fair dealing, unconscionability, and the availability or unavailability of specific performance, injunctive relief, or other equitable remedies;

3. The possible unenforceability of contractual provisions that purport to waive, release, vary, disclaim, or limit (i) rights, defenses, counterclaims, or remedies of the obligor that may not be waived, released, varied, disclaimed, or limited as a matter of applicable law, or (ii) the obligations of the secured party or buyer to act in a commercially reasonable manner in exercising its rights and remedies;

4. The possible unenforceability of provisions in the Transaction Documents relating to indemnification, contribution, exculpation, or hold-harmless obligations to the extent that enforcement thereof may be limited by, or contrary to, federal or state securities laws, public policy, or other applicable law;

5. The possible unenforceability of provisions imposing penalties, liquidated damages, forfeitures, late charges, default rates of interest, or acceleration premiums to the extent that a court of competent jurisdiction determines that such provisions constitute unenforceable penalty or forfeiture provisions or are otherwise unreasonable under the circumstances;

6. The effect of applicable court rules, procedural statutes, and requirements on the exercise of remedies, including without limitation statutes of limitation, statutes of repose, laches, waiver, and estoppel; and

7. The effect of Section 1-309 of the Uniform Commercial Code (or any successor provision thereto) regarding the obligation of good faith in the acceleration of obligations and the exercise of contractual discretion, and the general duty of good faith and fair dealing implied in every contract under applicable law.

VI. QUALIFICATIONS, LIMITATIONS, AND EXCLUSIONS

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

Governing Law. The opinions expressed herein are limited in all respects to: (i) the laws of the State of New York (excluding choice-of-law principles other than Sections 5-1401 and 5-1402 of the New York General Obligations Law); (ii) the Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) and the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code), solely for purposes of the organizational opinions set forth in Opinions 4.1 and 4.2; (iii) the Uniform Commercial Code as in effect in the State of Delaware, solely for purposes of the perfection and priority opinions set forth in Opinion 4.6; and (iv) the federal laws of the United States of America of general applicability. We express no opinion as to the laws of any other jurisdiction, and we note that certain of the Transaction Documents may be subject to the laws of jurisdictions other than those enumerated above.

Specific Exclusions. We specifically do not express, and the Addressees should not infer, any opinion as to the following matters:

(a) State consumer lending, licensing, or usury laws applicable to the origination, servicing, or collection of the receivables that constitute the Purchased Receivables, including without limitation the laws and regulations of the thirty-eight (38) states and the District of Columbia in which Skybridge holds lending licenses. We note that Skybridge has represented to us that it holds valid lending licenses in such jurisdictions, but we have not independently verified the validity, scope, current status, or sufficiency of such licenses, and we express no opinion thereon;

(b) Federal consumer protection statutes and the rules, regulations, and official interpretations promulgated thereunder, including without limitation the Truth in Lending Act (15 U.S.C. §§ 1601 et seq.) and Regulation Z, the Equal Credit Opportunity Act (15 U.S.C. §§ 1691 et seq.) and Regulation B, the Fair Debt Collection Practices Act (15 U.S.C. §§ 1692 et seq.), the Fair Credit Reporting Act (15 U.S.C. §§ 1681 et seq.), and the Electronic Fund Transfer Act (15 U.S.C. §§ 1693 et seq.);

(c) Tax matters, whether federal, state, or local, including without limitation the tax treatment, tax characterization, or tax consequences of any transaction contemplated by the Transaction Documents, or the qualification of any party for any particular tax status;

(d) Employee benefits matters, including without limitation the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 4975 of the Internal Revenue Code of 1986, as amended, or any similar federal, state, or local law, and whether any assets of any Opinion Party constitute "plan assets" within the meaning of ERISA;

(e) Environmental laws, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and any state or local environmental laws;

(f) Antitrust or competition laws, whether federal or state;

(g) Securities laws, whether federal (including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended) or state (including blue sky laws);

(h) Compliance with the USA PATRIOT Act (Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001), the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), regulations promulgated by the Financial Crimes Enforcement Network, or sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), including any Executive Orders relating thereto;

(i) Any laws, rules, or regulations specific to Pinnacle Atlantic Bank, N.A. in its capacity as a national banking association chartered under the National Bank Act, or Ridgeline Capital Markets LLC in its capacity as a registered broker-dealer under the Securities Exchange Act of 1934, including without limitation any regulatory capital requirements, safety and soundness standards, or risk retention requirements applicable to either such entity;

(j) The financial condition, solvency, creditworthiness, or ability to pay debts as they become due of any Opinion Party or any other party to the Transaction Documents;

(k) The regulatory capital treatment of the Purchased Receivables, the facility, or the Transaction Documents by any Buyer or any governmental or regulatory authority, including without limitation treatment under the risk-based capital rules promulgated by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, or the Federal Deposit Insurance Corporation; and

(l) The tax characterization of the transactions contemplated by the MRA, whether such transactions are characterized as purchases and repurchases of receivables, as secured financings, or otherwise, for federal, state, or local income tax purposes.

Financial and Factual Information. We have not independently verified the accuracy, completeness, or reasonableness of any financial information, financial statements, financial projections, or other factual matters relating to the Opinion Parties or their respective businesses, including without limitation the following data furnished to us or referenced in the Transaction Documents: Skybridge's reported fiscal year 2025 revenue of approximately $67.3 million, adjusted EBITDA of approximately $18.9 million, or current servicing portfolio unpaid principal balance of approximately $310,000,000. We have relied upon the Officer's Closing Certificate and the Secretary's Certificate as to all such matters.

True-Sale Opinion Qualification. Our opinions regarding the true-sale characterization set forth in Opinion 4.5 are based upon facts and circumstances as of the date hereof, including the terms of the Sale Agreement, the organizational documents of SBF Warehouse I LLC, and the representations made by the Opinion Parties in the Officer's Closing Certificate. These opinions assume the continued compliance by the Opinion Parties with all separateness covenants and operating procedures set forth in the organizational documents of SBF Warehouse I LLC and the Sale Agreement, including without limitation the maintenance of separate books and records, separate bank accounts, adequate capitalization, the engagement of an independent director or manager, and the observance of all other formalities necessary to maintain the separate legal existence of SBF Warehouse I LLC. A failure to maintain these practices and formalities could result in a court reaching a conclusion different from the opinion set forth herein, including that the transfers under the Sale Agreement should be treated as secured financings rather than true sales or that the assets of SBF Warehouse I LLC should be substantively consolidated with those of Skybridge in a proceeding under the Bankruptcy Code.

Equity Interests and Consents. We note that Redstone Meridian Capital Partners, LP holds a 62% equity stake in Skybridge Fintech Ltd. We express no opinion regarding any consent, approval, waiver, or other action that may be required from Redstone Meridian Capital Partners, LP (or any of its affiliates) in connection with the Transaction Documents or the transactions contemplated thereby, whether under any stockholders' agreement, investor rights agreement, voting agreement, or other arrangement, other than our opinion that the Board of Directors of Skybridge has duly authorized the execution, delivery, and performance of the Transaction Documents as set forth in Opinion 4.2 above.

VII. RELIANCE AND OTHER MATTERS

This opinion letter is delivered solely for the benefit of the Addressees — namely, Pinnacle Atlantic Bank, N.A. and Ridgeline Capital Markets LLC — and their respective successors and permitted assigns under the MRA, and solely in connection with the transactions contemplated by the Transaction Documents. No other person or entity shall be entitled to rely upon this opinion letter, and this opinion letter may not be quoted, referred to, filed with any governmental authority, or otherwise used or relied upon for any other purpose, without the prior written consent of Calderwood & Harkness LLP.

This opinion letter speaks only as of the date hereof. We undertake no obligation, and hereby disclaim any obligation, to update, revise, or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention, any changes in applicable law (whether by legislative action, judicial decision, regulatory guidance, or otherwise) that may hereafter occur, or any subsequent events or transactions that may affect the opinions expressed herein. No inference should be drawn that we have knowledge of any matter that could affect the opinions expressed herein after the date hereof solely by reason of our representation of the Opinion Parties.

In rendering the opinions set forth herein, we have relied upon: (i) the Officer's Closing Certificate executed by Rajan Sundaram, Chief Financial Officer of Skybridge Fintech Ltd. and authorized officer of SBF Warehouse I LLC, dated as of the date hereof, as to all factual matters set forth therein, including without limitation matters relating to the Opinion Parties' compliance with the Transaction Documents, the accuracy of the Opinion Parties' representations and warranties, and the absence of any litigation, proceeding, or governmental investigation that would materially affect the Opinion Parties or the transactions contemplated by the Transaction Documents; and (ii) the Secretary's Certificate executed by Deirdre Knox, General Counsel and Corporate Secretary of Skybridge Fintech Ltd., dated as of the date hereof, as to matters relating to the organizational documents, authorizing resolutions, incumbency, and specimen signatures of the Opinion Parties. We have not independently verified any of the factual matters set forth in such certificates.

The opinions expressed herein are being furnished to the Addressees in connection with the Transaction Documents and are not to be construed as a guaranty of result or as a prediction of what any particular court or tribunal would hold. Our opinions are based upon our professional judgment regarding the application of existing law to the facts and circumstances as of the date hereof.

We trust the foregoing is satisfactory for your purposes. We are available to discuss any of the foregoing opinions or qualifications at your convenience.

Very truly yours,