1012-00001 · Client 1012 · Opinions

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

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CALDERWOOD & HARKNESS LLP Attorneys at Law

601 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

September 29, 2023

Ridgeline Mezzanine Capital Fund III, LP c/o Ridgeline Capital Management, LLC 767 Lexington Avenue, 22nd Floor New York, New York 10065

Attention: Katherine M. Stroud, Managing Director

Re: Mezzanine Credit Agreement, dated September 14, 2023, among Stonefield Logistics Group Inc., Ridgeline Mezzanine Capital Fund III, LP, and the guarantors party thereto — $120,000,000 Mezzanine Term Loan Facility

Ladies and Gentlemen:

We have acted as counsel to Stonefield Logistics Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Borrower"), in connection with the Mezzanine Credit Agreement, dated as of September 14, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, Ridgeline Mezzanine Capital Fund III, LP, a limited partnership organized and existing under the laws of the State of Delaware (the "Mezzanine Lender"), and the Guarantors (as defined below). The Credit Agreement provides for a mezzanine term loan facility in an aggregate principal amount of $120,000,000 (the "Mezzanine Term Loan Facility").

This opinion letter is being delivered to you pursuant to Section 4.01(f) (Conditions Precedent to Initial Funding) of the Credit Agreement in connection with the closing and initial funding of the Mezzanine Term Loan Facility occurring on September 29, 2023 (the "Closing Date").

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

"SLG Holdings" or "Parent Guarantor" means Cascade Ridge SLG Holdings, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware.

"SIS" means Stonefield Intermodal Services, Inc., a corporation duly organized and existing under the laws of the State of Texas.

"SFM" means Stonefield Fleet Management, LLC, a limited liability company duly organized and existing under the laws of the State of Texas.

"SFB" means Stonefield Freight Brokerage, Inc., a corporation duly organized and existing under the laws of the State of Delaware.

"Guarantors" means, collectively, SLG Holdings, SIS, SFM, and SFB.

"Credit Parties" means, collectively, the Borrower and the Guarantors.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

Section 1. Documents Examined

In connection with the preparation and delivery of this opinion letter, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

A. Transaction Documents

We have examined the following agreements and instruments (collectively, the "Transaction Documents"):

1. The Mezzanine Credit Agreement, dated as of September 14, 2023, among the Borrower, the Mezzanine Lender, and the Guarantors (the "Credit Agreement");

2. The Mezzanine Guaranty Agreement, dated as of September 14, 2023, made by each of the Guarantors in favor of the Mezzanine Lender (the "Guaranty");

3. The Mezzanine Pledge and Security Agreement, dated as of September 14, 2023, among the Borrower, the Guarantors, and the Mezzanine Lender (the "Security Agreement");

4. The Parent Equity Pledge Agreement, dated as of September 14, 2023, made by Cascade Ridge SLG Holdings, LLC in favor of the Mezzanine Lender (the "Parent Pledge Agreement"), pursuant to which SLG Holdings has pledged one hundred percent (100%) of the issued and outstanding equity interests of the Borrower to the Mezzanine Lender;

5. The Warrant Agreement, dated as of September 29, 2023, between the Borrower and the Mezzanine Lender (the "Warrant Agreement"), providing for the issuance of warrants to purchase shares of common stock of the Borrower on the terms and conditions set forth therein;

6. The Registration Rights Agreement, dated as of September 29, 2023, between the Borrower and the Mezzanine Lender (the "Registration Rights Agreement"), setting forth the Mezzanine Lender's registration rights with respect to certain securities of the Borrower;

7. The Intercreditor Agreement, dated as of September 14, 2023, among Whitmore National Bank, N.A., a national banking association, in its capacity as administrative agent under the Senior Credit Facility (the "Senior Agent"), the Mezzanine Lender, and acknowledged and agreed to by the Borrower (the "Intercreditor Agreement"), setting forth the respective rights and priorities of the Senior Agent and the Mezzanine Lender with respect to the collateral and certain other matters; and

8. Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of September 14, 2023 (the "Senior Amendment"), among the Borrower, certain of its subsidiaries, the lenders party thereto, and Whitmore National Bank, N.A., as administrative agent, amending the Amended and Restated Credit Agreement, dated as of March 22, 2021, to permit, among other things, the incurrence of the mezzanine indebtedness contemplated by the Credit Agreement and the granting of the liens and security interests contemplated by the Security Agreement and the Parent Pledge Agreement.

B. Organizational Documents

We have examined the following organizational documents of each Credit Party:

(i) The Certificate of Incorporation of Stonefield Logistics Group Inc., as amended and restated and as currently in effect, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto;

(ii) The Bylaws of Stonefield Logistics Group Inc., as amended and restated and as currently in effect;

(iii) The Certificate of Formation of Cascade Ridge SLG Holdings, LLC, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto;

(iv) The Limited Liability Company Agreement of Cascade Ridge SLG Holdings, LLC, as amended and restated and as currently in effect;

(v) The Certificate of Incorporation of Stonefield Intermodal Services, Inc., as filed with the Secretary of State of the State of Texas, together with all amendments thereto, and the Bylaws of SIS, as amended and currently in effect;

(vi) The Certificate of Formation of Stonefield Fleet Management, LLC, as filed with the Secretary of State of the State of Texas, together with all amendments thereto, and the Limited Liability Company Agreement of SFM, as amended and currently in effect; and

(vii) The Certificate of Incorporation of Stonefield Freight Brokerage, Inc., as filed with the Secretary of State of the State of Delaware, together with all amendments thereto, and the Bylaws of SFB, as amended and currently in effect.

C. Certificates and Other Documents

We have also examined the following certificates, instruments, and other documents:

(i) A Secretary's Certificate of Stonefield Logistics Group Inc., dated as of September 29, 2023, executed by Robert D. Nagamine, General Counsel and Secretary of the Borrower, attaching thereto (a) certified copies of the resolutions of the Board of Directors of the Borrower authorizing the mezzanine financing and the execution, delivery, and performance of the Transaction Documents, (b) a true and complete copy of the Certificate of Incorporation of the Borrower, as amended and currently in effect, (c) a true and complete copy of the Bylaws of the Borrower, as amended and currently in effect, and (d) an incumbency certificate setting forth the names, titles, and specimen signatures of the officers of the Borrower authorized to execute and deliver the Transaction Documents and any other documents to be delivered in connection therewith;

(ii) A Secretary's Certificate of the Subsidiary Guarantors (combined), dated as of September 29, 2023, attaching thereto certified copies of the organizational documents, authorizing resolutions, and incumbency certificates of each of SLG Holdings, SIS, SFM, and SFB;

(iii) An Officer's Certificate of the Borrower, dated as of September 29, 2023, executed by Marcus W. Ellison, Chief Executive Officer of the Borrower, and Janet R. Prescott, Chief Financial Officer of the Borrower, certifying as to certain factual matters, including representations regarding pending and threatened litigation, compliance with applicable laws, and other matters relevant to the opinions expressed herein;

(iv) Good standing certificates for each Credit Party issued by the Secretary of State of its jurisdiction of organization — specifically, certificates of good standing issued by the Secretary of State of the State of Delaware for each of the Borrower, SLG Holdings, and SFB, and certificates of good standing (or certificates of existence and status, as applicable) issued by the Secretary of State of the State of Texas for each of SIS and SFM — each such certificate dated within five (5) business days of the date hereof;

(v) A Borrowing Request and Funding Notice, dated September 26, 2023, delivered by the Borrower to the Mezzanine Lender in connection with the initial borrowing under the Credit Agreement; and

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

The documents described in subsections A through C above are referred to collectively herein as the "Reviewed Documents."

Section 2. Assumptions

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

(a) The genuineness of all signatures on all documents examined by us, other than the signatures of persons signing on behalf of the Credit Parties.

(b) The authenticity and completeness of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. Where we have examined copies of documents, we have assumed that such copies are true and complete copies of the original documents.

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

(d) The due organization, valid existence, and good standing of the Mezzanine Lender under the laws of the State of Delaware, and the due organization, valid existence, and good standing of Whitmore National Bank, N.A. under applicable federal and state banking laws.

(e) The due authorization, execution, and delivery of each Transaction Document by each party thereto other than the Credit Parties, and that each such party has the requisite power and authority to execute, deliver, and perform its obligations under each Transaction Document to which it is a party.

(f) The accuracy, completeness, and continued effectiveness of the certificates and other factual information provided to us by officers and representatives of the Credit Parties, including, without limitation, the Secretary's Certificates, the Officer's Certificate, and the good standing certificates described in Section 1 above. We have not undertaken any independent investigation to determine the accuracy of any factual matter stated in any such certificate or other document.

(g) That each Transaction Document constitutes the legal, valid, and binding obligation of each party thereto other than the Credit Parties, enforceable against each such party in accordance with its respective terms.

(h) That no fraud, duress, undue influence, mistake, or misrepresentation has been involved in the negotiation, execution, or delivery of any of the Transaction Documents or any other documents or certificates examined by us.

(i) That the choice of New York law as the governing law of each Transaction Document was made in good faith by the parties thereto and that such choice bears a reasonable relationship to the transactions contemplated by the Transaction Documents.

(j) That the recitals of fact and representations contained in the Transaction Documents are true and accurate in all material respects.

(k) That each of the Transaction Documents has been entered into for fair and adequate consideration and that the transactions contemplated thereby reflect arm's-length negotiations among the parties thereto.

Section 3. Opinions

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

Opinion 1. Due Organization and Good Standing.

(a) Stonefield Logistics Group Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. This opinion is based upon our review of the Certificate of Incorporation and Bylaws of the Borrower and the certificate of good standing issued by the Secretary of State of the State of Delaware, dated September 25, 2023.

(b) Cascade Ridge SLG Holdings, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. This opinion is based upon our review of the Certificate of Formation and Limited Liability Company Agreement of SLG Holdings and the certificate of good standing issued by the Secretary of State of the State of Delaware, dated September 25, 2023.

(c) Stonefield Intermodal Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas. This opinion is based solely upon our review of the certificate of good standing (or certificate of existence and status) issued by the Secretary of State of the State of Texas, dated September 22, 2023, and our review of the Certificate of Incorporation and Bylaws of SIS.

(d) Stonefield Fleet Management, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Texas. This opinion is based solely upon our review of the certificate of good standing (or certificate of existence and status) issued by the Secretary of State of the State of Texas, dated September 22, 2023, and our review of the Certificate of Formation and Limited Liability Company Agreement of SFM.

(e) Stonefield Freight Brokerage, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. This opinion is based upon our review of the Certificate of Incorporation and Bylaws of SFB and the certificate of good standing issued by the Secretary of State of the State of Delaware, dated September 25, 2023.

Opinion 2. Corporate and Entity Power and Authority.

(a) Each Credit Party has the corporate power and authority (in the case of the Borrower, SIS, and SFB) or the limited liability company power and authority (in the case of SLG Holdings and SFM) to execute, deliver, and perform its obligations under each Transaction Document to which it is a party and to consummate the transactions contemplated thereby.

(b) The Borrower has the corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, in each case as described in the Reviewed Documents.

(c) The Borrower has the corporate power and authority to borrow the amounts contemplated under the Credit Agreement, to incur the indebtedness represented by the Mezzanine Term Loan Facility, to execute and deliver each of the Transaction Documents to which it is a party, and to grant the security interests contemplated by the Security Agreement in the collateral described therein.

(d) Cascade Ridge SLG Holdings, LLC has the limited liability company power and authority to execute and deliver the Guaranty, the Parent Pledge Agreement, and the Security Agreement and to perform its obligations thereunder, including, without limitation, the power and authority to pledge one hundred percent (100%) of the issued and outstanding equity interests of the Borrower to the Mezzanine Lender pursuant to the Parent Pledge Agreement.

(e) Each of SIS, SFM, and SFB has the corporate or limited liability company power and authority, as applicable, to execute and deliver each of the Guaranty and the Security Agreement and to perform its obligations thereunder, including, without limitation, the power and authority to grant the security interests contemplated by the Security Agreement in the collateral described therein.

Opinion 3. Due Authorization.

(a) The execution, delivery, and performance by each Credit Party of each Transaction Document to which it is a party, and the consummation by each Credit Party of the transactions contemplated thereby, have been duly authorized by all necessary corporate or limited liability company action on the part of such Credit Party. No other corporate or limited liability company proceedings or actions on the part of any Credit Party are necessary to authorize the execution, delivery, or performance of any Transaction Document to which such Credit Party is a party or the consummation of the transactions contemplated thereby.

(b) With respect to the Borrower, the Board of Directors of Stonefield Logistics Group Inc. has duly adopted resolutions, at a duly convened meeting at which a quorum was present and acting throughout, authorizing the mezzanine financing contemplated by the Credit Agreement and the execution, delivery, and performance by the Borrower of the Credit Agreement, the Security Agreement, the Warrant Agreement, the Registration Rights Agreement, the Intercreditor Agreement, and the Senior Amendment, and authorizing the officers of the Borrower to execute and deliver such Transaction Documents and all related documents, instruments, and certificates on behalf of the Borrower. Such resolutions remain in full force and effect as of the date hereof and have not been amended, modified, supplemented, or rescinded.

(c) With respect to each Guarantor, the applicable governing body of such Guarantor — being the Board of Directors in the case of SIS and SFB, the sole member or managing member in the case of SLG Holdings, and the sole member or managing member in the case of SFM — has duly authorized the execution, delivery, and performance of the Guaranty, the Security Agreement, and (in the case of SLG Holdings) the Parent Pledge Agreement, and such authorizing actions remain in full force and effect as of the date hereof and have not been amended, modified, supplemented, or rescinded.

Opinion 4. Due Execution and Delivery.

Each Transaction Document to which any Credit Party is a party has been duly executed and delivered by such Credit Party. The individuals who executed the Transaction Documents on behalf of each Credit Party were, at the time of such execution and delivery, duly authorized to do so, as evidenced by the Secretary's Certificates and incumbency certificates delivered in connection with the closing.

Opinion 5. Enforceability.

Each Transaction Document to which any Credit Party is a party constitutes the legal, valid, and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, subject, however, to the Enforceability Qualifications set forth in Section 4(A) below.

Opinion 6. No Conflicts — Organizational Documents.

The execution, delivery, and performance by each Credit Party of each Transaction Document to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the certificate of incorporation, bylaws, certificate of formation, or limited liability company agreement (as applicable) of such Credit Party; or

(b) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the creation or imposition of any lien, charge, pledge, security interest, or other encumbrance (other than liens and security interests created under or pursuant to the Transaction Documents) upon any of the assets or properties of such Credit Party under, any indenture, mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which such Credit Party is a party or by which any of its properties or assets is bound, in each case that is known to us and that has been identified to us in the course of our review of the Reviewed Documents.

Opinion 7. No Conflicts — Applicable Law.

The execution, delivery, and performance by each Credit Party of each Transaction Document to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not violate any applicable law, statute, rule, or regulation of the State of New York, the State of Delaware, or the federal laws of the United States of America that, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents. With respect to the laws of the State of Texas, the scope of our opinion is limited as set forth in Section 4(B) below, and we express no opinion as to the laws of the State of Texas except as expressly provided therein.

Opinion 8. No Governmental Consents Required.

No consent, approval, authorization, order, license, permit, registration, qualification, or filing with any governmental authority, regulatory body, or agency of the State of New York, the State of Delaware, or of the United States of America is required for the execution, delivery, and performance by any Credit Party of the Transaction Documents to which it is a party or the consummation of the transactions contemplated thereby, except for:

(a) the filing of Uniform Commercial Code financing statements with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, as applicable, to perfect the security interests granted under the Security Agreement and the Parent Pledge Agreement (which filings have been or are being made as of the date hereof); and

(b) any filings, registrations, or qualifications that may be required under federal or state securities laws in connection with the issuance of the warrants contemplated by the Warrant Agreement or the registration of securities contemplated by the Registration Rights Agreement, which filings are not required as a condition to the validity or enforceability of the Transaction Documents as of the date hereof.

Opinion 9. No Litigation.

Based solely upon our review of the Officer's Certificate of the Borrower, dated September 29, 2023, executed by Marcus W. Ellison, Chief Executive Officer, and Janet R. Prescott, Chief Financial Officer, and without any independent investigation or verification on our part, there is no action, suit, proceeding, claim, arbitration, or governmental investigation pending against any Credit Party, or, to the knowledge of the officers of the Borrower executing such Officer's Certificate, threatened against any Credit Party, before or by any court, arbitrator, or federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, that would reasonably be expected to materially and adversely affect the ability of any Credit Party to perform its obligations under the Transaction Documents or that challenges or seeks to prevent, enjoin, or delay the consummation of the transactions contemplated thereby.

Section 4. Qualifications and Limitations

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

A. Enforceability Qualifications.

The enforceability opinion set forth in Opinion 5 above is subject to the following qualifications (collectively, the "Enforceability Qualifications"):

(a) The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, now or hereafter in effect.

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

(c) The possible unenforceability under certain circumstances of provisions of the Transaction Documents relating to indemnification, contribution, or exculpation to the extent that such provisions may be held to be contrary to federal or state securities laws or public policy considerations underlying such laws.

(d) The effect of applicable laws or judicial decisions that may limit or restrict the availability of specific performance, injunctive relief, or other equitable remedies, or that may limit the enforcement of certain provisions of the Transaction Documents providing for penalties, forfeitures, late charges, or increases in interest rates upon the occurrence of certain events.

(e) The possible unenforceability of provisions of the Transaction Documents purporting to waive rights to a jury trial, to the extent that such waivers may be held to be unenforceable under applicable law.

(f) The possible limitations on the enforceability of choice-of-law provisions and choice-of-forum provisions contained in the Transaction Documents under applicable conflict of laws principles, including the possibility that a court of competent jurisdiction may decline to give effect to the parties' choice of New York law as the governing law if application of New York law would be contrary to a fundamental public policy of another jurisdiction having a materially greater interest in the determination of a particular issue.

(g) The effect of Section 1-309 of the New York Uniform Commercial Code, which imposes an obligation of good faith on the exercise of rights and remedies under agreements governed thereby, and which may limit the ability of a party to exercise certain discretionary rights or remedies in a commercially unreasonable manner.

B. Limitations on Scope.

(a) We are members of the bar of the State of New York, and the opinions expressed in this letter are limited to (i) the laws of the State of New York, (ii) the General Corporation Law of the State of Delaware (the "DGCL") and the Delaware Limited Liability Company Act (the "DLLCA"), and (iii) the federal laws of the United States of America, in each case as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, and we assume no obligation to advise the addressee of changes in applicable law or the application or interpretation thereof subsequent to the date hereof.

(b) Without limiting the generality of the foregoing, we express no opinion as to the laws of the State of Texas. With respect to the Credit Parties organized under the laws of the State of Texas — Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC (collectively, the "Texas Credit Parties") — our opinions regarding due organization and good standing are based solely upon our examination of the good standing certificates (or certificates of existence and status, as applicable) issued by the Secretary of State of the State of Texas referred to in Section 1(C)(iv) above, and we have made no independent investigation as to any aspect of the Texas Credit Parties' organizational status under Texas law. Our opinions regarding the corporate or limited liability company power and authority, and the due authorization of actions by the governing bodies, of the Texas Credit Parties are based solely upon our review of the organizational documents and authorizing resolutions of such entities as provided to us in the Reviewed Documents, and we express no opinion as to the sufficiency of such documents or resolutions under Texas law.

(c) We express no opinion as to any tax matter, including any federal, state, local, or foreign income, excise, franchise, or other tax consequences arising from or relating to the transactions contemplated by the Transaction Documents.

(d) We express no opinion as to any environmental law or regulation, including any liability arising under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), or analogous state or local environmental laws.

(e) We express no opinion as to any matter arising under or relating to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or any other pension, employee benefit, or labor and employment law or regulation.

(f) We express no opinion as to any matter arising under or relating to any federal or state antitrust, competition, or trade regulation law, including the Sherman Antitrust Act, the Clayton Act, the Hart-Scott-Rodino Antitrust Improvements Act, or any analogous state antitrust law.

(g) We express no opinion as to any matter arising under or relating to insurance, banking, or other financial regulatory laws or regulations, except to the extent expressly addressed in our opinions above.

(h) We express no opinion regarding compliance by any Credit Party with any financial covenant, financial ratio, or financial test set forth in any Transaction Document, the accuracy or completeness of any financial statements delivered or to be delivered by or on behalf of any Credit Party, or the solvency of any Credit Party at any time. Nothing in this opinion letter should be construed as expressing any view on the financial condition, creditworthiness, or ability to repay indebtedness of any Credit Party.

(i) The opinions expressed herein are given solely for the benefit of the addressee identified above and may not be relied upon by any other person or entity without our prior written consent; provided, however, that the opinions expressed herein may be relied upon by any permitted successor or assign of the Mezzanine Lender under and in accordance with the terms of the Credit Agreement, to the same extent as if such successor or assign were an original addressee hereof.

C. No-Litigation Qualification.

The opinion set forth in Opinion 9 above regarding the absence of pending or threatened litigation, arbitration, or governmental proceedings is based solely upon the Officer's Certificate delivered to us and described in Section 1(C)(iii) above and upon our examination of such Officer's Certificate. We have conducted no independent investigation, search of court dockets, or other inquiry with respect to the subject matter of such opinion, and we make no representation as to the accuracy or completeness of the factual statements contained in such Officer's Certificate.

Section 5. Governing Law Matters

We note that each of the Transaction Documents specifies that it shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction. Based on our review of the Transaction Documents, and in reliance on the assumption set forth in Section 2(i) above, we are of the opinion that the selection of New York law as the governing law of each Transaction Document is a valid and effective choice of law under Section 5-1401 of the New York General Obligations Law, given that the aggregate consideration payable under the Credit Agreement exceeds Two Hundred Fifty Thousand Dollars ($250,000). We note, however, that the enforceability of such choice-of-law provisions is subject to the qualification set forth in Section 4(A)(f) above, and we express no opinion as to whether a court located outside the State of New York would give effect to such choice-of-law provisions.

Section 6. Reliance and Distribution

This opinion letter is furnished solely for the benefit of Ridgeline Mezzanine Capital Fund III, LP, as the Mezzanine Lender under the Credit Agreement, in connection with the transactions described herein. This opinion letter is rendered as of the date hereof, and we express no opinion as to the effect of any facts, circumstances, events, or changes in law arising or occurring after the date hereof. We assume no obligation to supplement or update this opinion letter to reflect any changes in applicable law or any facts or circumstances that may come to our attention after the date hereof.

This opinion letter may not be quoted, referred to, relied upon, or furnished to any other person or entity, or used for any other purpose, without our prior written consent in each instance; provided, however, that (a) this opinion letter may be relied upon by any permitted successor or assign of the Mezzanine Lender under and in accordance with the provisions of the Credit Agreement, to the same extent as if such successor or assign were an original addressee hereof, and (b) this opinion letter may be made available to regulatory authorities having jurisdiction over the Mezzanine Lender upon request by such authorities, on the condition that such authorities acknowledge that they may not rely upon this opinion letter without our prior written consent.

The Transaction Documents are defined in the body of this opinion letter, and no separate exhibit or appendix defining such documents is appended hereto.

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We trust that the foregoing is satisfactory for your purposes. Should you have any questions or require any clarification with respect to the opinions expressed herein, please do not hesitate to contact the undersigned.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Stephanie Okafor

Title: Partner

Calderwood & Harkness LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4000

CALDERWOOD & HARKNESS LLP Attorneys at Law
601 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
September 29, 2023
Ridgeline Mezzanine Capital Fund III, LP c/o Ridgeline Capital Management, LLC 767 Lexington Avenue, 22nd Floor New York, New York 10065
Attention: Katherine M. Stroud, Managing Director
Re: Mezzanine Credit Agreement, dated September 14, 2023, among Stonefield Logistics Group Inc., Ridgeline Mezzanine Capital Fund III, LP, and the guarantors party thereto — $120,000,000 Mezzanine Term Loan Facility
Ladies and Gentlemen:
We have acted as counsel to Stonefield Logistics Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Borrower"), in connection with the Mezzanine Credit Agreement, dated as of September 14, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, Ridgeline Mezzanine Capital Fund III, LP, a limited partnership organized and existing under the laws of the State of Delaware (the "Mezzanine Lender"), and the Guarantors (as defined below). The Credit Agreement provides for a mezzanine term loan facility in an aggregate principal amount of $120,000,000 (the "Mezzanine Term Loan Facility").
This opinion letter is being delivered to you pursuant to Section 4.01(f) (Conditions Precedent to Initial Funding) of the Credit Agreement in connection with the closing and initial funding of the Mezzanine Term Loan Facility occurring on September 29, 2023 (the "Closing Date").
As used in this opinion letter, the following terms have the meanings set forth below:
"SLG Holdings" or "Parent Guarantor" means Cascade Ridge SLG Holdings, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware.
"SIS" means Stonefield Intermodal Services, Inc., a corporation duly organized and existing under the laws of the State of Texas.
"SFM" means Stonefield Fleet Management, LLC, a limited liability company duly organized and existing under the laws of the State of Texas.
"SFB" means Stonefield Freight Brokerage, Inc., a corporation duly organized and existing under the laws of the State of Delaware.
"Guarantors" means, collectively, SLG Holdings, SIS, SFM, and SFB.
"Credit Parties" means, collectively, the Borrower and the Guarantors.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
Section 1. Documents Examined
In connection with the preparation and delivery of this opinion letter, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:
A. Transaction Documents
We have examined the following agreements and instruments (collectively, the "Transaction Documents"):
1.  The Mezzanine Credit Agreement, dated as of September 14, 2023, among the Borrower, the Mezzanine Lender, and the Guarantors (the "Credit Agreement");
2.  The Mezzanine Guaranty Agreement, dated as of September 14, 2023, made by each of the Guarantors in favor of the Mezzanine Lender (the "Guaranty");
3.  The Mezzanine Pledge and Security Agreement, dated as of September 14, 2023, among the Borrower, the Guarantors, and the Mezzanine Lender (the "Security Agreement");
4.  The Parent Equity Pledge Agreement, dated as of September 14, 2023, made by Cascade Ridge SLG Holdings, LLC in favor of the Mezzanine Lender (the "Parent Pledge Agreement"), pursuant to which SLG Holdings has pledged one hundred percent (100%) of the issued and outstanding equity interests of the Borrower to the Mezzanine Lender;
5.  The Warrant Agreement, dated as of September 29, 2023, between the Borrower and the Mezzanine Lender (the "Warrant Agreement"), providing for the issuance of warrants to purchase shares of common stock of the Borrower on the terms and conditions set forth therein;
6.  The Registration Rights Agreement, dated as of September 29, 2023, between the Borrower and the Mezzanine Lender (the "Registration Rights Agreement"), setting forth the Mezzanine Lender's registration rights with respect to certain securities of the Borrower;
7.  The Intercreditor Agreement, dated as of September 14, 2023, among Whitmore National Bank, N.A., a national banking association, in its capacity as administrative agent under the Senior Credit Facility (the "Senior Agent"), the Mezzanine Lender, and acknowledged and agreed to by the Borrower (the "Intercreditor Agreement"), setting forth the respective rights and priorities of the Senior Agent and the Mezzanine Lender with respect to the collateral and certain other matters; and
8.  Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of September 14, 2023 (the "Senior Amendment"), among the Borrower, certain of its subsidiaries, the lenders party thereto, and Whitmore National Bank, N.A., as administrative agent, amending the Amended and Restated Credit Agreement, dated as of March 22, 2021, to permit, among other things, the incurrence of the mezzanine indebtedness contemplated by the Credit Agreement and the granting of the liens and security interests contemplated by the Security Agreement and the Parent Pledge Agreement.
B. Organizational Documents
We have examined the following organizational documents of each Credit Party:
(i) The Certificate of Incorporation of Stonefield Logistics Group Inc., as amended and restated and as currently in effect, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto;
(ii) The Bylaws of Stonefield Logistics Group Inc., as amended and restated and as currently in effect;
(iii) The Certificate of Formation of Cascade Ridge SLG Holdings, LLC, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto;
(iv) The Limited Liability Company Agreement of Cascade Ridge SLG Holdings, LLC, as amended and restated and as currently in effect;
(v) The Certificate of Incorporation of Stonefield Intermodal Services, Inc., as filed with the Secretary of State of the State of Texas, together with all amendments thereto, and the Bylaws of SIS, as amended and currently in effect;
(vi) The Certificate of Formation of Stonefield Fleet Management, LLC, as filed with the Secretary of State of the State of Texas, together with all amendments thereto, and the Limited Liability Company Agreement of SFM, as amended and currently in effect; and
(vii) The Certificate of Incorporation of Stonefield Freight Brokerage, Inc., as filed with the Secretary of State of the State of Delaware, together with all amendments thereto, and the Bylaws of SFB, as amended and currently in effect.
C. Certificates and Other Documents
We have also examined the following certificates, instruments, and other documents:
(i) A Secretary's Certificate of Stonefield Logistics Group Inc., dated as of September 29, 2023, executed by Robert D. Nagamine, General Counsel and Secretary of the Borrower, attaching thereto (a) certified copies of the resolutions of the Board of Directors of the Borrower authorizing the mezzanine financing and the execution, delivery, and performance of the Transaction Documents, (b) a true and complete copy of the Certificate of Incorporation of the Borrower, as amended and currently in effect, (c) a true and complete copy of the Bylaws of the Borrower, as amended and currently in effect, and (d) an incumbency certificate setting forth the names, titles, and specimen signatures of the officers of the Borrower authorized to execute and deliver the Transaction Documents and any other documents to be delivered in connection therewith;
(ii) A Secretary's Certificate of the Subsidiary Guarantors (combined), dated as of September 29, 2023, attaching thereto certified copies of the organizational documents, authorizing resolutions, and incumbency certificates of each of SLG Holdings, SIS, SFM, and SFB;
(iii) An Officer's Certificate of the Borrower, dated as of September 29, 2023, executed by Marcus W. Ellison, Chief Executive Officer of the Borrower, and Janet R. Prescott, Chief Financial Officer of the Borrower, certifying as to certain factual matters, including representations regarding pending and threatened litigation, compliance with applicable laws, and other matters relevant to the opinions expressed herein;
(iv) Good standing certificates for each Credit Party issued by the Secretary of State of its jurisdiction of organization — specifically, certificates of good standing issued by the Secretary of State of the State of Delaware for each of the Borrower, SLG Holdings, and SFB, and certificates of good standing (or certificates of existence and status, as applicable) issued by the Secretary of State of the State of Texas for each of SIS and SFM — each such certificate dated within five (5) business days of the date hereof;
(v) A Borrowing Request and Funding Notice, dated September 26, 2023, delivered by the Borrower to the Mezzanine Lender in connection with the initial borrowing under the Credit Agreement; and
(vi) Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for the purposes of the opinions expressed herein.
The documents described in subsections A through C above are referred to collectively herein as the "Reviewed Documents."
Section 2. Assumptions
In rendering the opinions set forth in this letter, we have, with your consent and without independent investigation or verification, assumed the following:
(a) The genuineness of all signatures on all documents examined by us, other than the signatures of persons signing on behalf of the Credit Parties.
(b) The authenticity and completeness of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. Where we have examined copies of documents, we have assumed that such copies are true and complete copies of the original documents.
(c) The legal capacity of all natural persons who have executed any of the Transaction Documents or any other documents or certificates examined by us.
(d) The due organization, valid existence, and good standing of the Mezzanine Lender under the laws of the State of Delaware, and the due organization, valid existence, and good standing of Whitmore National Bank, N.A. under applicable federal and state banking laws.
(e) The due authorization, execution, and delivery of each Transaction Document by each party thereto other than the Credit Parties, and that each such party has the requisite power and authority to execute, deliver, and perform its obligations under each Transaction Document to which it is a party.
(f) The accuracy, completeness, and continued effectiveness of the certificates and other factual information provided to us by officers and representatives of the Credit Parties, including, without limitation, the Secretary's Certificates, the Officer's Certificate, and the good standing certificates described in Section 1 above. We have not undertaken any independent investigation to determine the accuracy of any factual matter stated in any such certificate or other document.
(g) That each Transaction Document constitutes the legal, valid, and binding obligation of each party thereto other than the Credit Parties, enforceable against each such party in accordance with its respective terms.
(h) That no fraud, duress, undue influence, mistake, or misrepresentation has been involved in the negotiation, execution, or delivery of any of the Transaction Documents or any other documents or certificates examined by us.
(i) That the choice of New York law as the governing law of each Transaction Document was made in good faith by the parties thereto and that such choice bears a reasonable relationship to the transactions contemplated by the Transaction Documents.
(j) That the recitals of fact and representations contained in the Transaction Documents are true and accurate in all material respects.
(k) That each of the Transaction Documents has been entered into for fair and adequate consideration and that the transactions contemplated thereby reflect arm's-length negotiations among the parties thereto.
Section 3. Opinions
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 4 below, we are of the opinion that:
Opinion 1. Due Organization and Good Standing.
(a) Stonefield Logistics Group Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. This opinion is based upon our review of the Certificate of Incorporation and Bylaws of the Borrower and the certificate of good standing issued by the Secretary of State of the State of Delaware, dated September 25, 2023.
(b) Cascade Ridge SLG Holdings, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. This opinion is based upon our review of the Certificate of Formation and Limited Liability Company Agreement of SLG Holdings and the certificate of good standing issued by the Secretary of State of the State of Delaware, dated September 25, 2023.
(c) Stonefield Intermodal Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas. This opinion is based solely upon our review of the certificate of good standing (or certificate of existence and status) issued by the Secretary of State of the State of Texas, dated September 22, 2023, and our review of the Certificate of Incorporation and Bylaws of SIS.
(d) Stonefield Fleet Management, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Texas. This opinion is based solely upon our review of the certificate of good standing (or certificate of existence and status) issued by the Secretary of State of the State of Texas, dated September 22, 2023, and our review of the Certificate of Formation and Limited Liability Company Agreement of SFM.
(e) Stonefield Freight Brokerage, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. This opinion is based upon our review of the Certificate of Incorporation and Bylaws of SFB and the certificate of good standing issued by the Secretary of State of the State of Delaware, dated September 25, 2023.
Opinion 2. Corporate and Entity Power and Authority.
(a) Each Credit Party has the corporate power and authority (in the case of the Borrower, SIS, and SFB) or the limited liability company power and authority (in the case of SLG Holdings and SFM) to execute, deliver, and perform its obligations under each Transaction Document to which it is a party and to consummate the transactions contemplated thereby.
(b) The Borrower has the corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, in each case as described in the Reviewed Documents.
(c) The Borrower has the corporate power and authority to borrow the amounts contemplated under the Credit Agreement, to incur the indebtedness represented by the Mezzanine Term Loan Facility, to execute and deliver each of the Transaction Documents to which it is a party, and to grant the security interests contemplated by the Security Agreement in the collateral described therein.
(d) Cascade Ridge SLG Holdings, LLC has the limited liability company power and authority to execute and deliver the Guaranty, the Parent Pledge Agreement, and the Security Agreement and to perform its obligations thereunder, including, without limitation, the power and authority to pledge one hundred percent (100%) of the issued and outstanding equity interests of the Borrower to the Mezzanine Lender pursuant to the Parent Pledge Agreement.
(e) Each of SIS, SFM, and SFB has the corporate or limited liability company power and authority, as applicable, to execute and deliver each of the Guaranty and the Security Agreement and to perform its obligations thereunder, including, without limitation, the power and authority to grant the security interests contemplated by the Security Agreement in the collateral described therein.
Opinion 3. Due Authorization.
(a) The execution, delivery, and performance by each Credit Party of each Transaction Document to which it is a party, and the consummation by each Credit Party of the transactions contemplated thereby, have been duly authorized by all necessary corporate or limited liability company action on the part of such Credit Party. No other corporate or limited liability company proceedings or actions on the part of any Credit Party are necessary to authorize the execution, delivery, or performance of any Transaction Document to which such Credit Party is a party or the consummation of the transactions contemplated thereby.
(b) With respect to the Borrower, the Board of Directors of Stonefield Logistics Group Inc. has duly adopted resolutions, at a duly convened meeting at which a quorum was present and acting throughout, authorizing the mezzanine financing contemplated by the Credit Agreement and the execution, delivery, and performance by the Borrower of the Credit Agreement, the Security Agreement, the Warrant Agreement, the Registration Rights Agreement, the Intercreditor Agreement, and the Senior Amendment, and authorizing the officers of the Borrower to execute and deliver such Transaction Documents and all related documents, instruments, and certificates on behalf of the Borrower. Such resolutions remain in full force and effect as of the date hereof and have not been amended, modified, supplemented, or rescinded.
(c) With respect to each Guarantor, the applicable governing body of such Guarantor — being the Board of Directors in the case of SIS and SFB, the sole member or managing member in the case of SLG Holdings, and the sole member or managing member in the case of SFM — has duly authorized the execution, delivery, and performance of the Guaranty, the Security Agreement, and (in the case of SLG Holdings) the Parent Pledge Agreement, and such authorizing actions remain in full force and effect as of the date hereof and have not been amended, modified, supplemented, or rescinded.
Opinion 4. Due Execution and Delivery.
Each Transaction Document to which any Credit Party is a party has been duly executed and delivered by such Credit Party. The individuals who executed the Transaction Documents on behalf of each Credit Party were, at the time of such execution and delivery, duly authorized to do so, as evidenced by the Secretary's Certificates and incumbency certificates delivered in connection with the closing.
Opinion 5. Enforceability.
Each Transaction Document to which any Credit Party is a party constitutes the legal, valid, and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, subject, however, to the Enforceability Qualifications set forth in Section 4(A) below.
Opinion 6. No Conflicts — Organizational Documents.
The execution, delivery, and performance by each Credit Party of each Transaction Document to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the certificate of incorporation, bylaws, certificate of formation, or limited liability company agreement (as applicable) of such Credit Party; or
(b) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the creation or imposition of any lien, charge, pledge, security interest, or other encumbrance (other than liens and security interests created under or pursuant to the Transaction Documents) upon any of the assets or properties of such Credit Party under, any indenture, mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which such Credit Party is a party or by which any of its properties or assets is bound, in each case that is known to us and that has been identified to us in the course of our review of the Reviewed Documents.
Opinion 7. No Conflicts — Applicable Law.
The execution, delivery, and performance by each Credit Party of each Transaction Document to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not violate any applicable law, statute, rule, or regulation of the State of New York, the State of Delaware, or the federal laws of the United States of America that, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents. With respect to the laws of the State of Texas, the scope of our opinion is limited as set forth in Section 4(B) below, and we express no opinion as to the laws of the State of Texas except as expressly provided therein.
Opinion 8. No Governmental Consents Required.
No consent, approval, authorization, order, license, permit, registration, qualification, or filing with any governmental authority, regulatory body, or agency of the State of New York, the State of Delaware, or of the United States of America is required for the execution, delivery, and performance by any Credit Party of the Transaction Documents to which it is a party or the consummation of the transactions contemplated thereby, except for:
(a) the filing of Uniform Commercial Code financing statements with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, as applicable, to perfect the security interests granted under the Security Agreement and the Parent Pledge Agreement (which filings have been or are being made as of the date hereof); and
(b) any filings, registrations, or qualifications that may be required under federal or state securities laws in connection with the issuance of the warrants contemplated by the Warrant Agreement or the registration of securities contemplated by the Registration Rights Agreement, which filings are not required as a condition to the validity or enforceability of the Transaction Documents as of the date hereof.
Opinion 9. No Litigation.
Based solely upon our review of the Officer's Certificate of the Borrower, dated September 29, 2023, executed by Marcus W. Ellison, Chief Executive Officer, and Janet R. Prescott, Chief Financial Officer, and without any independent investigation or verification on our part, there is no action, suit, proceeding, claim, arbitration, or governmental investigation pending against any Credit Party, or, to the knowledge of the officers of the Borrower executing such Officer's Certificate, threatened against any Credit Party, before or by any court, arbitrator, or federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, that would reasonably be expected to materially and adversely affect the ability of any Credit Party to perform its obligations under the Transaction Documents or that challenges or seeks to prevent, enjoin, or delay the consummation of the transactions contemplated thereby.
Section 4. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications and limitations:
A. Enforceability Qualifications.
The enforceability opinion set forth in Opinion 5 above is subject to the following qualifications (collectively, the "Enforceability Qualifications"):
(a) The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, now or hereafter in effect.
(b) The effect of general principles of equity (whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, commercial reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law.
(c) The possible unenforceability under certain circumstances of provisions of the Transaction Documents relating to indemnification, contribution, or exculpation to the extent that such provisions may be held to be contrary to federal or state securities laws or public policy considerations underlying such laws.
(d) The effect of applicable laws or judicial decisions that may limit or restrict the availability of specific performance, injunctive relief, or other equitable remedies, or that may limit the enforcement of certain provisions of the Transaction Documents providing for penalties, forfeitures, late charges, or increases in interest rates upon the occurrence of certain events.
(e) The possible unenforceability of provisions of the Transaction Documents purporting to waive rights to a jury trial, to the extent that such waivers may be held to be unenforceable under applicable law.
(f) The possible limitations on the enforceability of choice-of-law provisions and choice-of-forum provisions contained in the Transaction Documents under applicable conflict of laws principles, including the possibility that a court of competent jurisdiction may decline to give effect to the parties' choice of New York law as the governing law if application of New York law would be contrary to a fundamental public policy of another jurisdiction having a materially greater interest in the determination of a particular issue.
(g) The effect of Section 1-309 of the New York Uniform Commercial Code, which imposes an obligation of good faith on the exercise of rights and remedies under agreements governed thereby, and which may limit the ability of a party to exercise certain discretionary rights or remedies in a commercially unreasonable manner.
B. Limitations on Scope.
(a) We are members of the bar of the State of New York, and the opinions expressed in this letter are limited to (i) the laws of the State of New York, (ii) the General Corporation Law of the State of Delaware (the "DGCL") and the Delaware Limited Liability Company Act (the "DLLCA"), and (iii) the federal laws of the United States of America, in each case as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, and we assume no obligation to advise the addressee of changes in applicable law or the application or interpretation thereof subsequent to the date hereof.
(b) Without limiting the generality of the foregoing, we express no opinion as to the laws of the State of Texas. With respect to the Credit Parties organized under the laws of the State of Texas — Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC (collectively, the "Texas Credit Parties") — our opinions regarding due organization and good standing are based solely upon our examination of the good standing certificates (or certificates of existence and status, as applicable) issued by the Secretary of State of the State of Texas referred to in Section 1(C)(iv) above, and we have made no independent investigation as to any aspect of the Texas Credit Parties' organizational status under Texas law. Our opinions regarding the corporate or limited liability company power and authority, and the due authorization of actions by the governing bodies, of the Texas Credit Parties are based solely upon our review of the organizational documents and authorizing resolutions of such entities as provided to us in the Reviewed Documents, and we express no opinion as to the sufficiency of such documents or resolutions under Texas law.
(c) We express no opinion as to any tax matter, including any federal, state, local, or foreign income, excise, franchise, or other tax consequences arising from or relating to the transactions contemplated by the Transaction Documents.
(d) We express no opinion as to any environmental law or regulation, including any liability arising under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), or analogous state or local environmental laws.
(e) We express no opinion as to any matter arising under or relating to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or any other pension, employee benefit, or labor and employment law or regulation.
(f) We express no opinion as to any matter arising under or relating to any federal or state antitrust, competition, or trade regulation law, including the Sherman Antitrust Act, the Clayton Act, the Hart-Scott-Rodino Antitrust Improvements Act, or any analogous state antitrust law.
(g) We express no opinion as to any matter arising under or relating to insurance, banking, or other financial regulatory laws or regulations, except to the extent expressly addressed in our opinions above.
(h) We express no opinion regarding compliance by any Credit Party with any financial covenant, financial ratio, or financial test set forth in any Transaction Document, the accuracy or completeness of any financial statements delivered or to be delivered by or on behalf of any Credit Party, or the solvency of any Credit Party at any time. Nothing in this opinion letter should be construed as expressing any view on the financial condition, creditworthiness, or ability to repay indebtedness of any Credit Party.
(i) The opinions expressed herein are given solely for the benefit of the addressee identified above and may not be relied upon by any other person or entity without our prior written consent; provided, however, that the opinions expressed herein may be relied upon by any permitted successor or assign of the Mezzanine Lender under and in accordance with the terms of the Credit Agreement, to the same extent as if such successor or assign were an original addressee hereof.
C. No-Litigation Qualification.
The opinion set forth in Opinion 9 above regarding the absence of pending or threatened litigation, arbitration, or governmental proceedings is based solely upon the Officer's Certificate delivered to us and described in Section 1(C)(iii) above and upon our examination of such Officer's Certificate. We have conducted no independent investigation, search of court dockets, or other inquiry with respect to the subject matter of such opinion, and we make no representation as to the accuracy or completeness of the factual statements contained in such Officer's Certificate.
Section 5. Governing Law Matters
We note that each of the Transaction Documents specifies that it shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction. Based on our review of the Transaction Documents, and in reliance on the assumption set forth in Section 2(i) above, we are of the opinion that the selection of New York law as the governing law of each Transaction Document is a valid and effective choice of law under Section 5-1401 of the New York General Obligations Law, given that the aggregate consideration payable under the Credit Agreement exceeds Two Hundred Fifty Thousand Dollars ($250,000). We note, however, that the enforceability of such choice-of-law provisions is subject to the qualification set forth in Section 4(A)(f) above, and we express no opinion as to whether a court located outside the State of New York would give effect to such choice-of-law provisions.
Section 6. Reliance and Distribution
This opinion letter is furnished solely for the benefit of Ridgeline Mezzanine Capital Fund III, LP, as the Mezzanine Lender under the Credit Agreement, in connection with the transactions described herein. This opinion letter is rendered as of the date hereof, and we express no opinion as to the effect of any facts, circumstances, events, or changes in law arising or occurring after the date hereof. We assume no obligation to supplement or update this opinion letter to reflect any changes in applicable law or any facts or circumstances that may come to our attention after the date hereof.
This opinion letter may not be quoted, referred to, relied upon, or furnished to any other person or entity, or used for any other purpose, without our prior written consent in each instance; provided, however, that (a) this opinion letter may be relied upon by any permitted successor or assign of the Mezzanine Lender under and in accordance with the provisions of the Credit Agreement, to the same extent as if such successor or assign were an original addressee hereof, and (b) this opinion letter may be made available to regulatory authorities having jurisdiction over the Mezzanine Lender upon request by such authorities, on the condition that such authorities acknowledge that they may not rely upon this opinion letter without our prior written consent.
The Transaction Documents are defined in the body of this opinion letter, and no separate exhibit or appendix defining such documents is appended hereto.
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We trust that the foregoing is satisfactory for your purposes. Should you have any questions or require any clarification with respect to the opinions expressed herein, please do not hesitate to contact the undersigned.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Stephanie Okafor
Title: Partner
Calderwood & Harkness LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4000

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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