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CALDERWOOD & HARKNESS LLP Attorneys at Law

125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

February 13, 2024

Whitfield Barrow & Co., LLC 383 Madison Avenue New York, New York 10179

Calloway Pierce Securities LLC 200 Park Avenue, 40th Floor New York, New York 10166

Velthorn Capital Partners Inc. 555 California Street, Suite 3000 San Francisco, California 94104

Pemberton Wallis LLC 100 Federal Street, 28th Floor Boston, Massachusetts 02110

c/o Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters

Ladies and Gentlemen:

We have acted as counsel to Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), in connection with the Registration Statement on Form S-1 (File No. 333-276841) filed by the Company with the Securities and Exchange Commission (the "SEC"), as declared effective by the SEC on February 8, 2024 (the "Registration Statement"), and the Underwriting Agreement dated February 8, 2024 (the "Underwriting Agreement") among the Company, Whitfield Barrow & Co., LLC, as Representative of the several underwriters (the "Representative"), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively, the "Underwriters"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement.

This opinion is being delivered to you pursuant to Section 7 of the Underwriting Agreement in connection with the closing of the offering (the "Closing") occurring on the date hereof, February 13, 2024.

The offering contemplated by the Registration Statement and the Underwriting Agreement involves the issuance and sale by the Company of 20,000,000 shares of common stock, par value $0.001 per share, of the Company (the "Firm Shares"), together with the grant by the Company to the Underwriters of an option, exercisable in whole or in part at any time and from time to time during the thirty (30) day period following the date of the Underwriting Agreement, to purchase up to an additional 3,000,000 shares of common stock, par value $0.001 per share, of the Company (the "Option Shares" and, together with the Firm Shares, the "Shares"). The Shares are being offered and sold to the public at a public offering price of $20.00 per share, less an underwriting discount of $1.20 per share (resulting in net proceeds to the Company of $18.80 per share with respect to the Firm Shares), and have been approved for listing on the New York Stock Exchange (the "NYSE") under the ticker symbol "ARHT."

1. Documents Examined

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

(a) The Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on February 13, 2024 (the "Certificate of Incorporation"), which, among other things, authorizes the issuance of 400,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share;

(b) The Amended and Restated Bylaws of the Company, adopted by the Board of Directors of the Company on February 8, 2024, and effective upon the Closing (the "Bylaws");

(c) The Registration Statement on Form S-1 (File No. 333-276841), together with all amendments thereto (including Amendment No. 1, filed with the SEC on February 5, 2024), as declared effective by the SEC on February 8, 2024, including all exhibits and schedules thereto and the documents incorporated by reference therein;

(d) The final prospectus of the Company dated February 8, 2024, as filed with the SEC on February 9, 2024, pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act") (the "Prospectus");

(e) The Underwriting Agreement dated February 8, 2024, among the Company and the Underwriters;

(f) Resolutions of the Board of Directors of the Company, adopted at a duly convened meeting of the Board of Directors held on January 22, 2024, as supplemented by the resolutions of the Pricing Committee of the Board of Directors adopted on February 8, 2024 (collectively, the "Board Resolutions"), authorizing, among other things, the Company's initial public offering (the "IPO"), the issuance and sale of the Shares at a public offering price of $20.00 per share, the execution, delivery, and performance by the Company of the Underwriting Agreement and the other transaction documents related thereto, the filing of the Registration Statement and the Prospectus with the SEC, and such other actions as may be necessary or appropriate in connection with the foregoing;

(g) The written consent of stockholders of the Company (including Brindoval Trelvon Partners Fund IV, L.P., Ridgeline Growth Equity Fund III, LLC, Dr. Nathaniel Rourke, Margaret Tsujimoto, and other holders representing a majority of the outstanding shares of capital stock of the Company entitled to vote thereon), dated January 25, 2024, approving the adoption of the Amended and Restated Certificate of Incorporation and such other matters as are set forth therein;

(h) The Secretary's Certificate of Rachel Moynihan, General Counsel and Corporate Secretary of the Company, dated February 13, 2024 (the "Secretary's Certificate"), attaching thereto true, correct, and complete copies of the Certificate of Incorporation, the Bylaws, and the Board Resolutions, and certifying, among other things, to the incumbency and signatures of the officers of the Company executing the Underwriting Agreement and other documents delivered in connection with the Closing;

(i) A Certificate of Good Standing with respect to the Company issued by the Secretary of State of the State of Delaware, dated within five (5) business days of February 13, 2024;

(j) The form of common stock certificate of the Company (CUSIP No. 039217105), with Continental Share Services, Inc. serving as the transfer agent and registrar for the common stock of the Company; and

(k) Such other certificates, documents, corporate records, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of rendering this opinion, including a review of the relevant provisions of the General Corporation Law of the State of Delaware (the "DGCL") and applicable judicial interpretations thereof.

We have also reviewed the officers' certificate of Dr. Nathaniel Rourke, Chief Executive Officer, and David Halderman, Chief Financial Officer, of the Company, each dated February 13, 2024, delivered to us in connection with the Closing (collectively, the "Officers' Certificate"), certifying as to certain factual matters relevant to the opinions set forth herein.

2. Assumptions

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

(a) The genuineness of all signatures on all documents examined by us (other than the signatures of officers, directors, and authorized representatives of the Company);

(b) The authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies, whether certified, conformed, photostatic, facsimile, electronically transmitted, or otherwise reproduced;

(c) That each natural person who executed any of the documents reviewed by us had, at the time of such execution, adequate legal capacity to do so;

(d) That the Underwriters and each purchaser of Shares in the offering will pay the full public offering price of $20.00 per share (less the underwriting discount of $1.20 per share) in immediately available funds in accordance with the terms and conditions of the Underwriting Agreement and in the manner described in the Prospectus;

(e) That the Shares will be issued and delivered by the Company in the manner contemplated by, and in accordance with the terms and conditions set forth in, the Registration Statement, the Prospectus, and the Underwriting Agreement, including by book-entry delivery through the facilities of The Depository Trust Company;

(f) That, as of the date hereof (the Closing date), the Company had 80,000,000 shares of common stock outstanding immediately prior to the offering, and that, after giving effect to the issuance of the 20,000,000 Firm Shares (and, if applicable, up to 3,000,000 Option Shares upon exercise of the overallotment option), the total number of shares of common stock of the Company issued and outstanding will not exceed the 400,000,000 shares of common stock authorized for issuance under the Certificate of Incorporation; and

(g) That the factual matters, statements, representations, and certifications set forth in the Secretary's Certificate, the Officers' Certificate, and any other certificates of officers and representatives of the Company delivered to us in connection with the rendering of this opinion are true, complete, and correct as of the date hereof and have not been modified, amended, superseded, or rescinded.

We have not independently verified any of the foregoing assumptions. To the extent that any of the foregoing assumptions is incorrect, our opinions set forth below may be adversely affected.

3. Opinions

Based upon and subject to the foregoing and the qualifications and limitations set forth in Section 4 below, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that:

3.1 Due Incorporation and Valid Existence. The Company is a corporation validly existing and in good standing under the DGCL. We note that, for purposes of this opinion, the concept of "good standing" under the DGCL requires only that the Company has filed all required annual franchise tax reports and has made all required franchise tax payments to the State of Delaware and has not been dissolved or had its certificate of incorporation revoked or forfeited.

3.2 Authorized Capital Stock. The authorized capital stock of the Company consists of 400,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share, in each case as set forth in the Certificate of Incorporation. The Shares have been duly authorized by all necessary corporate action on the part of the Company, including the Board Resolutions (which include the resolutions of the Pricing Committee of the Board of Directors dated February 8, 2024 establishing the public offering price, the underwriting discount, and other terms of the offering), and the written consent of the stockholders of the Company approving the Certificate of Incorporation, and no further corporate action on the part of the Company is required in connection with the issuance and sale of the Shares.

3.3 Valid Issuance, Fully Paid, and Non-Assessable. The 20,000,000 Firm Shares, when issued and delivered by the Company to or for the respective accounts of the several Underwriters against payment of the public offering price of $20.00 per share (less the underwriting discount of $1.20 per share, resulting in net proceeds to the Company of $18.80 per share) in accordance with the terms and conditions of the Underwriting Agreement, will be validly issued, fully paid, and non-assessable under the DGCL.

With respect to the 3,000,000 Option Shares, when and if issued and delivered by the Company to or for the respective accounts of the several Underwriters upon the exercise by the Representative, on behalf of the Underwriters, of the overallotment option granted pursuant to Section 2 of the Underwriting Agreement, and against payment of the purchase price therefor in accordance with the terms and conditions of the Underwriting Agreement, such Option Shares will be validly issued, fully paid, and non-assessable under the DGCL.

3.4 Conformity with Description. The Shares conform in all material respects to the description of the Company's common stock set forth in the Prospectus under the caption "Description of Capital Stock."

3.5 Registration Statement. The Shares have been duly registered under the Securities Act pursuant to the Registration Statement on Form S-1 (File No. 333-276841), which Registration Statement was declared effective by the SEC on February 8, 2024, and, as of the date hereof, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC and no proceedings for that purpose have been initiated or, to our knowledge, threatened by the SEC.

3.6 Listing. The Shares have been approved for listing on the NYSE under the ticker symbol "ARHT," subject to official notice of issuance.

4. Qualifications and Limitations

The opinions set forth in Section 3 above are subject to the following qualifications and limitations:

(a) Our opinions expressed herein are limited in all respects to the DGCL (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the foregoing), and we do not express any opinion as to the laws of any other jurisdiction, including, without limitation, the federal laws of the United States of America or the laws of the State of New York, except to the extent expressly stated in Opinion 3.5 above with respect to the registration of the Shares under the Securities Act.

(b) This opinion is rendered as of the date hereof, and we assume no obligation to advise you of, or to update or supplement this opinion to reflect, any facts or circumstances that may hereafter come to our attention or any changes in the DGCL or any other applicable law or in the interpretation or application thereof that may hereafter occur, regardless of whether any such change may affect the opinions expressed herein.

(c) This opinion speaks only to the matters expressly set forth herein, and no opinion is implied or may be inferred beyond the matters expressly stated in Section 3. Without limiting the generality of the foregoing, we express no opinion as to, and this opinion does not address, the enforceability of any agreement, instrument, or document referenced herein (including the Underwriting Agreement), or the compliance of any party thereto with its obligations thereunder.

(d) For purposes of rendering this opinion, we have relied, without independent investigation or verification, upon (i) the Secretary's Certificate of Rachel Moynihan, General Counsel and Corporate Secretary of the Company, dated February 13, 2024; (ii) the Officers' Certificate of Dr. Nathaniel Rourke, Chief Executive Officer, and David Halderman, Chief Financial Officer, of the Company, of even date herewith; and (iii) the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, and we have assumed the accuracy and completeness of the factual matters set forth therein. We have not independently verified any factual matter relating to the Company, including the existence or absence of any facts that might be material to the opinions expressed herein.

(e) The term "non-assessable" as used in this opinion is not a term of art defined in or under the DGCL. As used herein, our opinion that the Shares, when issued in accordance with the Underwriting Agreement, will be "non-assessable" means that the holders of the Shares, after payment of the full purchase price therefor, will not be personally liable for, and the Company will not be entitled to impose upon them, any further calls, payments, or assessments with respect to the Shares solely by reason of their ownership thereof. This opinion is subject to the provisions of Section 174 of the DGCL, which imposes personal liability on stockholders who receive dividends or distributions (including through stock repurchases) that are declared or paid in violation of the DGCL, to the extent of such unlawful dividends or distributions received by them with knowledge of the facts indicating the impropriety thereof.

(f) This opinion does not address, and we express no opinion with respect to, compliance with applicable federal or state securities laws (including, without limitation, the Securities Act and the Securities Exchange Act of 1934, as amended), state blue sky laws, or the rules and regulations of the SEC, FINRA, or any state securities commission or regulatory authority, except to the extent expressly stated in Opinion 3.5 above.

(g) This opinion does not address, and we express no opinion with respect to, the applicability or effect of any fraudulent transfer, fraudulent conveyance, or similar laws (including, without limitation, the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, or Section 548 of Title 11 of the United States Code) on the transactions contemplated by the Underwriting Agreement.

5. Reliance and Use

This opinion is rendered solely for the benefit of the addressees hereof (the Underwriters named above) in connection with the transactions contemplated by the Underwriting Agreement and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP.

This opinion is delivered in connection with, and solely for purposes of, the Closing of the transactions contemplated by the Underwriting Agreement. This opinion may not be used, circulated, quoted, or referred to for any other purpose, and no portion of this opinion may be excerpted, summarized, or otherwise reproduced in any manner without the prior written consent of Calderwood & Harkness LLP.

Notwithstanding the foregoing, Meridian Hale & Quivorn LLP, as counsel to the Underwriters in connection with the transactions contemplated by the Underwriting Agreement, is hereby authorized to rely upon this opinion to the same extent as if it were an addressee hereof, to the extent set forth in the Calderwood & Harkness LLP Secretary's Certificate Opinion Reliance Letter of even date herewith delivered to Meridian Hale & Quivorn LLP.

6. Consent

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-1 (File No. 333-276841) filed by the Company with the SEC and to the reference to Calderwood & Harkness LLP under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Theodore Langston

Title: Partner

Calderwood & Harkness LLP 125 Broad Street New York, New York 10004

CALDERWOOD & HARKNESS LLP Attorneys at Law
125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
February 13, 2024
Whitfield Barrow & Co., LLC 383 Madison Avenue New York, New York 10179
Calloway Pierce Securities LLC 200 Park Avenue, 40th Floor New York, New York 10166
Velthorn Capital Partners Inc. 555 California Street, Suite 3000 San Francisco, California 94104
Pemberton Wallis LLC 100 Federal Street, 28th Floor Boston, Massachusetts 02110
c/o Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters
Ladies and Gentlemen:
We have acted as counsel to Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), in connection with the Registration Statement on Form S-1 (File No. 333-276841) filed by the Company with the Securities and Exchange Commission (the "SEC"), as declared effective by the SEC on February 8, 2024 (the "Registration Statement"), and the Underwriting Agreement dated February 8, 2024 (the "Underwriting Agreement") among the Company, Whitfield Barrow & Co., LLC, as Representative of the several underwriters (the "Representative"), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively, the "Underwriters"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
This opinion is being delivered to you pursuant to Section 7 of the Underwriting Agreement in connection with the closing of the offering (the "Closing") occurring on the date hereof, February 13, 2024.
The offering contemplated by the Registration Statement and the Underwriting Agreement involves the issuance and sale by the Company of 20,000,000 shares of common stock, par value $0.001 per share, of the Company (the "Firm Shares"), together with the grant by the Company to the Underwriters of an option, exercisable in whole or in part at any time and from time to time during the thirty (30) day period following the date of the Underwriting Agreement, to purchase up to an additional 3,000,000 shares of common stock, par value $0.001 per share, of the Company (the "Option Shares" and, together with the Firm Shares, the "Shares"). The Shares are being offered and sold to the public at a public offering price of $20.00 per share, less an underwriting discount of $1.20 per share (resulting in net proceeds to the Company of $18.80 per share with respect to the Firm Shares), and have been approved for listing on the New York Stock Exchange (the "NYSE") under the ticker symbol "ARHT."
1. Documents Examined
In connection with the rendering of the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
(a) The Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on February 13, 2024 (the "Certificate of Incorporation"), which, among other things, authorizes the issuance of 400,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share;
(b) The Amended and Restated Bylaws of the Company, adopted by the Board of Directors of the Company on February 8, 2024, and effective upon the Closing (the "Bylaws");
(c) The Registration Statement on Form S-1 (File No. 333-276841), together with all amendments thereto (including Amendment No. 1, filed with the SEC on February 5, 2024), as declared effective by the SEC on February 8, 2024, including all exhibits and schedules thereto and the documents incorporated by reference therein;
(d) The final prospectus of the Company dated February 8, 2024, as filed with the SEC on February 9, 2024, pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act") (the "Prospectus");
(e) The Underwriting Agreement dated February 8, 2024, among the Company and the Underwriters;
(f) Resolutions of the Board of Directors of the Company, adopted at a duly convened meeting of the Board of Directors held on January 22, 2024, as supplemented by the resolutions of the Pricing Committee of the Board of Directors adopted on February 8, 2024 (collectively, the "Board Resolutions"), authorizing, among other things, the Company's initial public offering (the "IPO"), the issuance and sale of the Shares at a public offering price of $20.00 per share, the execution, delivery, and performance by the Company of the Underwriting Agreement and the other transaction documents related thereto, the filing of the Registration Statement and the Prospectus with the SEC, and such other actions as may be necessary or appropriate in connection with the foregoing;
(g) The written consent of stockholders of the Company (including Brindoval Trelvon Partners Fund IV, L.P., Ridgeline Growth Equity Fund III, LLC, Dr. Nathaniel Rourke, Margaret Tsujimoto, and other holders representing a majority of the outstanding shares of capital stock of the Company entitled to vote thereon), dated January 25, 2024, approving the adoption of the Amended and Restated Certificate of Incorporation and such other matters as are set forth therein;
(h) The Secretary's Certificate of Rachel Moynihan, General Counsel and Corporate Secretary of the Company, dated February 13, 2024 (the "Secretary's Certificate"), attaching thereto true, correct, and complete copies of the Certificate of Incorporation, the Bylaws, and the Board Resolutions, and certifying, among other things, to the incumbency and signatures of the officers of the Company executing the Underwriting Agreement and other documents delivered in connection with the Closing;
(i) A Certificate of Good Standing with respect to the Company issued by the Secretary of State of the State of Delaware, dated within five (5) business days of February 13, 2024;
(j) The form of common stock certificate of the Company (CUSIP No. 039217105), with Continental Share Services, Inc. serving as the transfer agent and registrar for the common stock of the Company; and
(k) Such other certificates, documents, corporate records, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of rendering this opinion, including a review of the relevant provisions of the General Corporation Law of the State of Delaware (the "DGCL") and applicable judicial interpretations thereof.
We have also reviewed the officers' certificate of Dr. Nathaniel Rourke, Chief Executive Officer, and David Halderman, Chief Financial Officer, of the Company, each dated February 13, 2024, delivered to us in connection with the Closing (collectively, the "Officers' Certificate"), certifying as to certain factual matters relevant to the opinions set forth herein.
2. Assumptions
In rendering the opinions set forth below, we have assumed, with your consent and without independent investigation or verification, the following:
(a) The genuineness of all signatures on all documents examined by us (other than the signatures of officers, directors, and authorized representatives of the Company);
(b) The authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies, whether certified, conformed, photostatic, facsimile, electronically transmitted, or otherwise reproduced;
(c) That each natural person who executed any of the documents reviewed by us had, at the time of such execution, adequate legal capacity to do so;
(d) That the Underwriters and each purchaser of Shares in the offering will pay the full public offering price of $20.00 per share (less the underwriting discount of $1.20 per share) in immediately available funds in accordance with the terms and conditions of the Underwriting Agreement and in the manner described in the Prospectus;
(e) That the Shares will be issued and delivered by the Company in the manner contemplated by, and in accordance with the terms and conditions set forth in, the Registration Statement, the Prospectus, and the Underwriting Agreement, including by book-entry delivery through the facilities of The Depository Trust Company;
(f) That, as of the date hereof (the Closing date), the Company had 80,000,000 shares of common stock outstanding immediately prior to the offering, and that, after giving effect to the issuance of the 20,000,000 Firm Shares (and, if applicable, up to 3,000,000 Option Shares upon exercise of the overallotment option), the total number of shares of common stock of the Company issued and outstanding will not exceed the 400,000,000 shares of common stock authorized for issuance under the Certificate of Incorporation; and
(g) That the factual matters, statements, representations, and certifications set forth in the Secretary's Certificate, the Officers' Certificate, and any other certificates of officers and representatives of the Company delivered to us in connection with the rendering of this opinion are true, complete, and correct as of the date hereof and have not been modified, amended, superseded, or rescinded.
We have not independently verified any of the foregoing assumptions. To the extent that any of the foregoing assumptions is incorrect, our opinions set forth below may be adversely affected.
3. Opinions
Based upon and subject to the foregoing and the qualifications and limitations set forth in Section 4 below, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that:
3.1 Due Incorporation and Valid Existence. The Company is a corporation validly existing and in good standing under the DGCL. We note that, for purposes of this opinion, the concept of "good standing" under the DGCL requires only that the Company has filed all required annual franchise tax reports and has made all required franchise tax payments to the State of Delaware and has not been dissolved or had its certificate of incorporation revoked or forfeited.
3.2 Authorized Capital Stock. The authorized capital stock of the Company consists of 400,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share, in each case as set forth in the Certificate of Incorporation. The Shares have been duly authorized by all necessary corporate action on the part of the Company, including the Board Resolutions (which include the resolutions of the Pricing Committee of the Board of Directors dated February 8, 2024 establishing the public offering price, the underwriting discount, and other terms of the offering), and the written consent of the stockholders of the Company approving the Certificate of Incorporation, and no further corporate action on the part of the Company is required in connection with the issuance and sale of the Shares.
3.3 Valid Issuance, Fully Paid, and Non-Assessable. The 20,000,000 Firm Shares, when issued and delivered by the Company to or for the respective accounts of the several Underwriters against payment of the public offering price of $20.00 per share (less the underwriting discount of $1.20 per share, resulting in net proceeds to the Company of $18.80 per share) in accordance with the terms and conditions of the Underwriting Agreement, will be validly issued, fully paid, and non-assessable under the DGCL.
With respect to the 3,000,000 Option Shares, when and if issued and delivered by the Company to or for the respective accounts of the several Underwriters upon the exercise by the Representative, on behalf of the Underwriters, of the overallotment option granted pursuant to Section 2 of the Underwriting Agreement, and against payment of the purchase price therefor in accordance with the terms and conditions of the Underwriting Agreement, such Option Shares will be validly issued, fully paid, and non-assessable under the DGCL.
3.4 Conformity with Description. The Shares conform in all material respects to the description of the Company's common stock set forth in the Prospectus under the caption "Description of Capital Stock."
3.5 Registration Statement. The Shares have been duly registered under the Securities Act pursuant to the Registration Statement on Form S-1 (File No. 333-276841), which Registration Statement was declared effective by the SEC on February 8, 2024, and, as of the date hereof, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC and no proceedings for that purpose have been initiated or, to our knowledge, threatened by the SEC.
3.6 Listing. The Shares have been approved for listing on the NYSE under the ticker symbol "ARHT," subject to official notice of issuance.
4. Qualifications and Limitations
The opinions set forth in Section 3 above are subject to the following qualifications and limitations:
(a) Our opinions expressed herein are limited in all respects to the DGCL (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the foregoing), and we do not express any opinion as to the laws of any other jurisdiction, including, without limitation, the federal laws of the United States of America or the laws of the State of New York, except to the extent expressly stated in Opinion 3.5 above with respect to the registration of the Shares under the Securities Act.
(b) This opinion is rendered as of the date hereof, and we assume no obligation to advise you of, or to update or supplement this opinion to reflect, any facts or circumstances that may hereafter come to our attention or any changes in the DGCL or any other applicable law or in the interpretation or application thereof that may hereafter occur, regardless of whether any such change may affect the opinions expressed herein.
(c) This opinion speaks only to the matters expressly set forth herein, and no opinion is implied or may be inferred beyond the matters expressly stated in Section 3. Without limiting the generality of the foregoing, we express no opinion as to, and this opinion does not address, the enforceability of any agreement, instrument, or document referenced herein (including the Underwriting Agreement), or the compliance of any party thereto with its obligations thereunder.
(d) For purposes of rendering this opinion, we have relied, without independent investigation or verification, upon (i) the Secretary's Certificate of Rachel Moynihan, General Counsel and Corporate Secretary of the Company, dated February 13, 2024; (ii) the Officers' Certificate of Dr. Nathaniel Rourke, Chief Executive Officer, and David Halderman, Chief Financial Officer, of the Company, of even date herewith; and (iii) the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, and we have assumed the accuracy and completeness of the factual matters set forth therein. We have not independently verified any factual matter relating to the Company, including the existence or absence of any facts that might be material to the opinions expressed herein.
(e) The term "non-assessable" as used in this opinion is not a term of art defined in or under the DGCL. As used herein, our opinion that the Shares, when issued in accordance with the Underwriting Agreement, will be "non-assessable" means that the holders of the Shares, after payment of the full purchase price therefor, will not be personally liable for, and the Company will not be entitled to impose upon them, any further calls, payments, or assessments with respect to the Shares solely by reason of their ownership thereof. This opinion is subject to the provisions of Section 174 of the DGCL, which imposes personal liability on stockholders who receive dividends or distributions (including through stock repurchases) that are declared or paid in violation of the DGCL, to the extent of such unlawful dividends or distributions received by them with knowledge of the facts indicating the impropriety thereof.
(f) This opinion does not address, and we express no opinion with respect to, compliance with applicable federal or state securities laws (including, without limitation, the Securities Act and the Securities Exchange Act of 1934, as amended), state blue sky laws, or the rules and regulations of the SEC, FINRA, or any state securities commission or regulatory authority, except to the extent expressly stated in Opinion 3.5 above.
(g) This opinion does not address, and we express no opinion with respect to, the applicability or effect of any fraudulent transfer, fraudulent conveyance, or similar laws (including, without limitation, the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, or Section 548 of Title 11 of the United States Code) on the transactions contemplated by the Underwriting Agreement.
5. Reliance and Use
This opinion is rendered solely for the benefit of the addressees hereof (the Underwriters named above) in connection with the transactions contemplated by the Underwriting Agreement and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP.
This opinion is delivered in connection with, and solely for purposes of, the Closing of the transactions contemplated by the Underwriting Agreement. This opinion may not be used, circulated, quoted, or referred to for any other purpose, and no portion of this opinion may be excerpted, summarized, or otherwise reproduced in any manner without the prior written consent of Calderwood & Harkness LLP.
Notwithstanding the foregoing, Meridian Hale & Quivorn LLP, as counsel to the Underwriters in connection with the transactions contemplated by the Underwriting Agreement, is hereby authorized to rely upon this opinion to the same extent as if it were an addressee hereof, to the extent set forth in the Calderwood & Harkness LLP Secretary's Certificate Opinion Reliance Letter of even date herewith delivered to Meridian Hale & Quivorn LLP.
6. Consent
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-1 (File No. 333-276841) filed by the Company with the SEC and to the reference to Calderwood & Harkness LLP under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Theodore Langston
Title: Partner
Calderwood & Harkness LLP 125 Broad Street New York, New York 10004

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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