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ucc-lien-perfection-opinion.docx DOCUMENT Finance & Banking

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PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

601 Lexington Avenue New York, New York 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

September 29, 2023

Ridgeline Mezzanine Capital Fund III, LP 767 Lexington Avenue, 22nd Floor New York, New York 10065

Attention: Katherine M. Stroud, Managing Director

Re: UCC / Lien Perfection Opinion — Mezzanine Credit Agreement, dated September 14, 2023, among Stonefield Logistics Group Inc. as Borrower, Ridgeline Mezzanine Capital Fund III, LP as Mezzanine Lender, and the Guarantors Party Thereto

Ladies and Gentlemen:

We have acted as counsel to Stonefield Logistics Group Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), in connection with that certain 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 "Mezzanine Credit Agreement"), among Stonefield Logistics Group Inc. as Borrower, Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership, as Mezzanine Lender (in such capacity, together with its successors and assigns, the "Mezzanine Lender" or "Secured Party"), and the guarantors party thereto. This opinion letter (this "Opinion") is delivered to you pursuant to Section 4.01(h) of the Mezzanine Credit Agreement as a condition precedent to the initial funding of the Mezzanine Term Loan on the date hereof (the "Closing Date").

This Opinion relates specifically to the creation, attachment, and perfection of security interests granted in favor of the Secured Party under (a) the Mezzanine Pledge and Security Agreement, dated as of September 14, 2023, more fully described below, and (b) the Parent Equity Pledge Agreement, dated as of September 14, 2023, more fully described below. This Opinion also addresses the priority of such security interests, subject to the qualifications and limitations set forth herein.

I. DOCUMENTS EXAMINED

In connection with rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (each as in effect on the date hereof):

1. The Mezzanine Credit Agreement, dated as of September 14, 2023, among Stonefield Logistics Group Inc. as Borrower, Ridgeline Mezzanine Capital Fund III, LP as Mezzanine Lender, and the guarantors party thereto;

2. The Mezzanine Pledge and Security Agreement, dated as of September 14, 2023 (the "Security Agreement"), among Stonefield Logistics Group Inc., Stonefield Intermodal Services, Inc., a Texas corporation, Stonefield Fleet Management, LLC, a Texas limited liability company, Stonefield Freight Brokerage, Inc., a Delaware corporation, as grantors (collectively, the "Grantors"), and Ridgeline Mezzanine Capital Fund III, LP as Secured Party;

3. The Parent Equity Pledge Agreement, dated as of September 14, 2023 (the "Parent Pledge Agreement"), by Cascade Ridge SLG Holdings, LLC, a Delaware limited liability company (the "Parent Pledgor"), in favor of Ridgeline Mezzanine Capital Fund III, LP as Secured Party;

4. The Mezzanine Guaranty Agreement, dated as of September 14, 2023, executed by each of the Subsidiary Guarantors in favor of the Mezzanine Lender;

5. The Intercreditor Agreement, dated as of September 14, 2023 (the "Intercreditor Agreement"), among Whitmore National Bank, N.A., a national banking association, in its capacity as Administrative Agent and Collateral Agent under the Senior Credit Facility (the "Senior Agent"), Ridgeline Mezzanine Capital Fund III, LP as Mezzanine Lender, and acknowledged and agreed to by Stonefield Logistics Group Inc.;

6. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Stonefield Logistics Group Inc. as Debtor (filing number to be confirmed upon receipt of acknowledgment from the Delaware Secretary of State);

7. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Stonefield Freight Brokerage, Inc. as Debtor;

8. UCC-1 Financing Statement filed with the Texas Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Stonefield Intermodal Services, Inc. as Debtor;

9. UCC-1 Financing Statement filed with the Texas Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Stonefield Fleet Management, LLC as Debtor;

10. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Cascade Ridge SLG Holdings, LLC as Debtor, in respect of the Parent Pledge Agreement;

11. The Certificate of Incorporation (as amended), Bylaws (as amended), and certificate of good standing of Stonefield Logistics Group Inc., issued by the Secretary of State of the State of Delaware;

12. The organizational documents (including certificates of formation, articles of incorporation, operating agreements, and bylaws, as applicable) and certificates of good standing of each Subsidiary Grantor: (i) Stonefield Intermodal Services, Inc., issued by the Secretary of State of the State of Texas; (ii) Stonefield Fleet Management, LLC, issued by the Secretary of State of the State of Texas; and (iii) Stonefield Freight Brokerage, Inc., issued by the Secretary of State of the State of Delaware;

13. The Certificate of Formation, Limited Liability Company Agreement, and certificate of good standing of Cascade Ridge SLG Holdings, LLC, issued by the Secretary of State of the State of Delaware;

14. UCC lien search results obtained from the following offices, each dated no earlier than September 25, 2023:

(a) Delaware Secretary of State — Stonefield Logistics Group Inc.;

(b) Texas Secretary of State — Stonefield Intermodal Services, Inc.;

(d) Delaware Secretary of State — Stonefield Freight Brokerage, Inc.; and

(e) Delaware Secretary of State — Cascade Ridge SLG Holdings, LLC;

15. Secretary's Certificate of Stonefield Logistics Group Inc., dated September 29, 2023, certifying resolutions of the Board of Directors, incumbency, and organizational documents;

16. Secretary's Certificate of the Subsidiary Guarantors (Combined), dated September 29, 2023, certifying resolutions, incumbency, and organizational documents of Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc.; and

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

The Security Agreement and the Parent Pledge Agreement are referred to herein collectively as the "Collateral Documents." The UCC-1 Financing Statements described in items 6 through 10 above are referred to herein collectively as the "Financing Statements."

II. DEFINED TERMS

Capitalized terms used in this Opinion and not otherwise defined herein shall have the meanings ascribed to them in the Mezzanine Credit Agreement or the applicable Collateral Document, as the context may require. In addition, the following defined terms shall have the meanings set forth below for purposes of this Opinion:

"Borrower" means Stonefield Logistics Group Inc., a corporation organized under the laws of the State of Delaware.

"Subsidiary Grantors" means, collectively, Stonefield Intermodal Services, Inc., a Texas corporation, Stonefield Fleet Management, LLC, a Texas limited liability company, and Stonefield Freight Brokerage, Inc., a Delaware corporation.

"Grantors" means, collectively, the Borrower and the Subsidiary Grantors, each in its capacity as a grantor under the Security Agreement.

"Parent Pledgor" means Cascade Ridge SLG Holdings, LLC, a limited liability company organized under the laws of the State of Delaware.

"Secured Party" or "Mezzanine Lender" means Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership, in its capacity as the secured party under each of the Collateral Documents and as the Mezzanine Lender under the Mezzanine Credit Agreement.

"Senior Agent" means Whitmore National Bank, N.A., a national banking association, in its capacity as Administrative Agent and Collateral Agent under the Senior Credit Facility (as defined in the Intercreditor Agreement), pursuant to that certain Amended and Restated Credit Agreement, dated as of April 7, 2022.

"UCC" means the Uniform Commercial Code as in effect in the State of New York, the State of Delaware, and the State of Texas, as applicable, in each case as of the date hereof.

"Pledged Equity" means 100% of the issued and outstanding equity interests (consisting of shares of common stock) of Stonefield Logistics Group Inc. pledged by the Parent Pledgor under the Parent Pledge Agreement.

"Article 9 Collateral" means the collateral described in the Security Agreement, consisting of substantially all personal property assets of the Borrower and the Subsidiary Grantors, including, without limitation, all equipment, vehicles, rolling stock, accounts receivable, inventory, general intangibles, intellectual property, instruments, documents, chattel paper, deposit accounts, investment property, letter-of-credit rights, supporting obligations, commercial tort claims (to the extent specifically described therein), equity interests in subsidiaries (including the issued and outstanding equity interests in Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc.), and all proceeds and products of the foregoing.

"Filing Offices" means the office of the Secretary of State of the State of Delaware and the office of the Secretary of State of the State of Texas, as the applicable filing offices for purposes of Article 9 of the UCC.

III. ASSUMPTIONS

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

1. The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies. We have further assumed the legal capacity of all natural persons who are signatories to any of the documents examined.

2. Each party to the Collateral Documents (other than the Grantors and the Parent Pledgor, as to which we express opinions below) has the full power, authority, and legal right to execute, deliver, and perform its obligations under the Collateral Documents and has duly authorized, executed, and delivered the Collateral Documents.

3. The Mezzanine Credit Agreement constitutes the valid and binding obligation of each party thereto, enforceable against each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

4. Value has been given by the Secured Party to each Grantor and to the Parent Pledgor within the meaning of Section 1-204 of the UCC. For purposes of this assumption, we understand that the initial funding of the Mezzanine Term Loan in the aggregate principal amount of $85,000,000 is being made on the date hereof.

5. Each Grantor and the Parent Pledgor has rights in the collateral described in the respective Collateral Documents, or the power to transfer rights in such collateral to the Secured Party, at the time of attachment of the security interests granted therein. We have not independently verified the ownership of any item of collateral.

6. The descriptions of collateral set forth in each Financing Statement and each Collateral Document are sufficient under the applicable provisions of Article 9 of the UCC, including Sections 9-108 and 9-504 thereof, to create and perfect a security interest therein.

7. The Financing Statements have been or will be duly accepted for filing by the applicable Filing Offices and will be properly indexed in the official filing records maintained by such Filing Offices in accordance with the applicable provisions of the UCC. We have not received, as of the date hereof, acknowledgment copies reflecting the assigned filing numbers for certain of the Financing Statements, and we have assumed that each such Financing Statement will be accepted for filing in due course.

8. The information set forth in each Financing Statement, including the name of the debtor, the name of the secured party, the mailing addresses set forth therein, and the collateral description, is accurate and complete, and the name of each debtor set forth in each Financing Statement matches the exact legal name of the applicable debtor as it appears in such debtor's organizational documents filed with the Secretary of State of its jurisdiction of organization, in compliance with Section 9-503 of the UCC.

9. No Grantor or Parent Pledgor has changed its legal name, identity, jurisdiction of organization, or organizational structure since the filing of the Financing Statements, and no such change has occurred between the dates of the UCC lien searches referenced herein and the date hereof.

10. The existing UCC-1 financing statements filed in favor of Whitmore National Bank, N.A., in its capacity as Collateral Agent under the Senior Credit Facility, as identified in the UCC lien search results described in Section I(14) above, are the only prior filings encumbering the Article 9 Collateral and the Pledged Equity. No other financing statements, federal or state tax liens, judgment liens, or other filings or encumbrances exist with respect to the property of the Grantors or the Parent Pledgor that would affect the priority of the security interests of the Secured Party, other than as set forth in Schedule B hereto.

11. The UCC lien search results obtained from the Delaware Secretary of State and the Texas Secretary of State are accurate and complete and reflect all financing statements on file in such offices as of the date and time of such searches. We note that there may be a delay between the filing of a financing statement and its appearance in the search results maintained by the applicable Filing Office, and we express no opinion as to any filing that may have been submitted but not yet indexed as of the date of such searches.

IV. OPINIONS

Based upon the foregoing, and subject in all respects to the assumptions, qualifications, and limitations set forth in this Opinion, we are of the opinion that:

A. Creation and Attachment — Security Agreement (Second-Priority)

1. The Security Agreement is effective to create a valid security interest in favor of Ridgeline Mezzanine Capital Fund III, LP, as Secured Party, in the Article 9 Collateral described therein, to the extent that a security interest may be created therein under Article 9 of the UCC. The Article 9 Collateral in which such security interest has been created includes, without limitation:

(a) all equipment, vehicles, and rolling stock owned by each Grantor;

(b) all accounts receivable of each Grantor;

(d) all general intangibles and intellectual property of each Grantor (to the extent constituting personal property subject to Article 9 of the UCC);

(e) all equity interests in the Borrower's direct subsidiaries, including 100% of the issued and outstanding equity interests in Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc.; and

(f) all proceeds and products of the foregoing.

2. Such security interest has attached with respect to each item of Article 9 Collateral in which the applicable Grantor has rights, or the power to transfer rights, as of the date hereof, and such attachment is effective as against the applicable Grantor with respect to such collateral.

B. Perfection — Security Agreement (Second-Priority)

3. Upon the filing of the applicable Financing Statements:

(a) the UCC-1 Financing Statements filed with the Delaware Secretary of State perfect the security interest of the Secured Party in the personal property collateral of Stonefield Logistics Group Inc. (a corporation organized under the laws of the State of Delaware) and Stonefield Freight Brokerage, Inc. (a corporation organized under the laws of the State of Delaware), in each case to the extent that perfection of a security interest therein is achieved by the filing of a UCC-1 financing statement in the office of the Secretary of State of the debtor's jurisdiction of organization under Article 9 of the UCC; and

(b) the UCC-1 Financing Statements filed with the Texas Secretary of State perfect the security interest of the Secured Party in the personal property collateral of Stonefield Intermodal Services, Inc. (a corporation organized under the laws of the State of Texas) and Stonefield Fleet Management, LLC (a limited liability company organized under the laws of the State of Texas), in each case to the extent that perfection of a security interest therein is achieved by the filing of a UCC-1 financing statement in the office of the Secretary of State of the debtor's jurisdiction of organization under Article 9 of the UCC.

4. Pursuant to Section 9-301(1) of the UCC, the proper filing jurisdiction for each Grantor is the state of its organization. Accordingly, the Delaware Secretary of State is the proper filing office for financing statements against Stonefield Logistics Group Inc. and Stonefield Freight Brokerage, Inc. (each a Delaware entity), and the Texas Secretary of State is the proper filing office for financing statements against Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC (each a Texas entity).

C. Priority — Security Agreement (Second-Priority)

5. Subject to the terms of the Intercreditor Agreement and the qualifications and limitations set forth in Section V below, the security interests created under the Security Agreement in favor of the Secured Party in the Article 9 Collateral are second in priority to the existing first-priority security interests held by Whitmore National Bank, N.A., in its capacity as Collateral Agent under the Senior Credit Facility, as evidenced by the UCC-1 financing statements previously filed in favor of Whitmore National Bank, N.A. in the applicable Filing Offices.

6. Based on the UCC lien search results described in Section I(14) above, no financing statements were found on file against any of the Grantors in the applicable Filing Offices other than (i) the financing statements filed in favor of Whitmore National Bank, N.A. as Collateral Agent under the Senior Credit Facility and (ii) the Financing Statements filed on behalf of the Secured Party on the date hereof. Accordingly, subject to the assumptions, qualifications, and limitations set forth herein, the security interests of the Secured Party in the Article 9 Collateral are junior only to the first-priority security interests of the Senior Agent and no other security interest perfected by filing in the applicable Filing Offices.

7. We note that the priority of the second-priority security interests under the Security Agreement is governed by and subject to the Intercreditor Agreement, dated as of September 14, 2023, which provides, among other things, that (a) the mezzanine liens are at all times subordinate and junior in priority to all senior liens securing the obligations under the Senior Credit Facility, (b) the Senior Agent, in its capacity as Collateral Agent, has sole and exclusive control over shared collateral during any enforcement standstill period, and (c) the Mezzanine Lender is subject to certain standstill and waiver provisions with respect to the exercise of remedies against the shared collateral, all as more fully set forth in the Intercreditor Agreement. We express no opinion as to the enforceability of any provision of the Intercreditor Agreement.

D. Creation and Attachment — Parent Equity Pledge Agreement (First-Priority)

8. The Parent Pledge Agreement is effective to create a valid security interest in favor of Ridgeline Mezzanine Capital Fund III, LP, as Secured Party, in the Pledged Equity, consisting of 100% of the issued and outstanding equity interests (shares of common stock) of Stonefield Logistics Group Inc. held by Cascade Ridge SLG Holdings, LLC, as Parent Pledgor. Such security interest has been created to the extent that a security interest in such Pledged Equity may be created under Article 9 of the UCC.

9. Such security interest has attached as of the date hereof with respect to the Pledged Equity in which the Parent Pledgor has rights, or the power to transfer rights, as of the date hereof.

E. Perfection — Parent Equity Pledge Agreement (First-Priority)

10. Upon the filing of the UCC-1 Financing Statement with the Delaware Secretary of State naming Cascade Ridge SLG Holdings, LLC (a limited liability company organized under the laws of the State of Delaware) as Debtor and Ridgeline Mezzanine Capital Fund III, LP as Secured Party, the security interest of the Secured Party in the Pledged Equity has been perfected to the extent that perfection of a security interest therein is achieved by the filing of a UCC-1 financing statement in the office of the Secretary of State of the debtor's jurisdiction of organization under Article 9 of the UCC.

11. We note that the equity interests of Stonefield Logistics Group Inc. held by the Parent Pledgor may constitute (a) "securities" within the meaning of Section 8-102(a)(15) of the UCC, (b) "security entitlements" within the meaning of Section 8-102(a)(17) of the UCC, or (c) if such equity interests are uncertificated securities that have not been opted into Article 8 and are not held through a securities intermediary, "general intangibles" within the meaning of Section 9-102(a)(42) of the UCC. In each such case, a security interest in the Pledged Equity is perfectable by the filing of a UCC-1 financing statement under Article 9 of the UCC. We note, however, that if the Pledged Equity constitutes "certificated securities" under Article 8 of the UCC, perfection by filing affords a lower level of priority protection than perfection by delivery of the certificates together with duly executed stock powers, and the Secured Party may wish to obtain possession of all stock certificates representing the Pledged Equity, together with duly executed undated stock powers endorsed in blank, to achieve perfection by "control" under Section 9-106 and Section 8-106 of the UCC.

F. Priority — Parent Equity Pledge Agreement (First-Priority)

12. Based on the UCC lien search results obtained from the Delaware Secretary of State against Cascade Ridge SLG Holdings, LLC, no prior financing statements were found on file encumbering the Pledged Equity or any other property of the Parent Pledgor. Subject to the assumptions, qualifications, and limitations set forth herein, the security interest of the Secured Party in the Pledged Equity ranks first in priority among security interests perfected by filing in the Delaware Secretary of State.

13. The parent equity pledge evidenced by the Parent Pledge Agreement constitutes a standalone first-lien security interest for the benefit of the Mezzanine Lender. The Pledged Equity is not included in the collateral package shared with the Senior Agent under the Senior Credit Facility and is not subject to the subordination and intercreditor provisions of the Intercreditor Agreement. Accordingly, the Mezzanine Lender holds a first-priority perfected security interest in the Pledged Equity, separate and apart from the second-priority security interests in the Article 9 Collateral under the Security Agreement.

V. QUALIFICATIONS AND LIMITATIONS

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

A. General UCC Qualifications

1. Our opinions are limited to Article 9 of the Uniform Commercial Code as in effect in the States of New York, Delaware, and Texas, in each case as of the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, any foreign jurisdiction, and we express no opinion as to the applicability or effect of any federal law (including the Federal Tax Lien Act of 1966, as amended, and the Federal Aviation Act), except as expressly stated herein.

2. We express no opinion regarding the creation, attachment, perfection, or priority of a security interest in any collateral to the extent that perfection thereof is not governed by the filing provisions of Article 9 of the UCC. Without limiting the generality of the foregoing, we express no opinion regarding security interests in the following categories of collateral, which may require methods of perfection other than or in addition to the filing of a UCC-1 financing statement: (a) real property, fixtures to the extent governed by real property law, and timber to be cut; (b) deposit accounts, as to which perfection may be achieved only by "control" under Section 9-104 of the UCC; (c) letter-of-credit rights, as to which perfection may be achieved only by "control" under Section 9-107 of the UCC; (d) electronic chattel paper, as to which perfection may be achieved only by "control" under Section 9-105 of the UCC; and (e) certain investment property (including securities accounts and commodity accounts), as to which perfection by "control" under Section 9-106 of the UCC may afford superior priority.

3. We express no opinion as to the effect of any federal, state, or local regulatory statute, rule, regulation, or ordinance applicable to the business operations of the Grantors or the Parent Pledgor, including, without limitation, any statute, rule, or regulation governing motor vehicle certificates of title, environmental matters, interstate commerce, or the transportation industry, which may impose restrictions on the grant, perfection, or enforcement of security interests in certain types of property.

4. Certain items of Article 9 Collateral may consist of rolling stock, trucks, trailers, and other motor vehicles that are subject to certificate of title statutes in various states and jurisdictions. Pursuant to Section 9-311(a)(2) of the UCC, the filing of a UCC-1 financing statement does not perfect a security interest in property subject to a certificate of title statute. Perfection of a security interest in such motor vehicles may require notation of the security interest on the applicable certificate of title issued by the relevant state motor vehicle authority. We express no opinion as to whether any specific item of collateral constitutes a motor vehicle subject to a certificate of title statute, nor as to the perfection or priority of any security interest in any such motor vehicle.

5. We express no opinion as to the creation, attachment, or perfection of a security interest in any commercial tort claims of the Grantors, except to the extent that such commercial tort claims are specifically described in the Security Agreement in compliance with Section 9-108(e) of the UCC. Under Section 9-108(e), a description of collateral as "all commercial tort claims" or words of similar import is insufficient to create a security interest in commercial tort claims; rather, each such claim must be described with reasonable specificity.

6. We express no opinion as to the perfection or priority of security interests in patents, patent applications, trademarks, trademark applications, service marks, or copyrights that are registered with, or the subject of pending applications before, the United States Patent and Trademark Office or the United States Copyright Office, to the extent that applicable federal law requires a filing with such federal offices in addition to or in lieu of a UCC filing to perfect a security interest in such intellectual property. We note that the interplay between state UCC filings and federal intellectual property filings is subject to ongoing judicial interpretation and statutory development, and we express no opinion as to the sufficiency of a UCC filing alone to perfect a security interest in federally registered intellectual property.

7. Continuation statements must be filed in the applicable Filing Office within the period of six months prior to the expiration of the initial five-year effectiveness period of each Financing Statement, and within each successive five-year period thereafter, as required by Section 9-515 of the UCC, in order to maintain the perfection of the security interests evidenced thereby. Failure to timely file continuation statements will result in the lapse of the effectiveness of the applicable Financing Statement and the loss of perfection of the related security interest. We assume no obligation to monitor the filing of continuation statements or to notify the Secured Party of the dates upon which continuation statements must be filed.

B. Priority Qualifications

The priority opinions set forth in Section IV above are subject to the following additional qualifications:

1. The priority opinions are subject to the rights of any holder of a purchase-money security interest that complies with the requirements of Section 9-324 of the UCC, which may afford such holder priority over a previously perfected security interest in the same collateral under certain circumstances, including with respect to inventory and equipment.

2. The priority opinions are subject to Section 9-320(a) of the UCC, which provides that a buyer in the ordinary course of business takes free of a security interest created by the buyer's seller, even if the security interest is perfected and the buyer knows of its existence.

3. The priority opinions are subject to Section 9-331 of the UCC, which provides that Article 9 does not limit the rights of holders in due course of negotiable instruments, holders to whom negotiable documents of title have been duly negotiated, and protected purchasers of securities.

4. The priority opinions are subject to the rights of secured parties who achieve perfection by "control" under Sections 9-327 (deposit accounts), 9-328 (investment property), 9-329 (letter-of-credit rights), and 9-330 (chattel paper and instruments) of the UCC, each of which may afford priority over a security interest perfected by filing.

5. The priority opinions are subject to rights arising under any applicable federal or state law relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, preference, and similar proceedings affecting the rights of creditors generally, including, without limitation, the provisions of Title 11 of the United States Code (the Bankruptcy Code) relating to the avoidance of security interests and preferential transfers.

6. The priority of the second-priority security interests under the Security Agreement is at all times subject to and governed by the terms and conditions of the Intercreditor Agreement, including any provisions therein relating to the subordination of liens, enforcement standstills, turnover obligations, application of proceeds, and releases of collateral. We express no opinion as to the enforceability or interpretation of any provision of the Intercreditor Agreement.

C. Scope Limitations

1. This Opinion speaks only as of the date hereof. We assume no obligation to advise you of any changes in law or fact, or of the discovery of any facts not known to us on the date hereof, that may affect the opinions expressed herein. We disclaim any obligation to update or supplement this Opinion for any reason, including changes in applicable law or the occurrence of any event subsequent to the date hereof.

2. This Opinion is based solely upon our review and interpretation of the laws of the State of New York (including the New York Uniform Commercial Code), the laws of the State of Delaware (including the Delaware Uniform Commercial Code, Title 6, Subtitle I of the Delaware Code), and the laws of the State of Texas (including the Texas Business & Commerce Code), in each case as currently in effect on the date hereof. We express no opinion as to the laws of any other state or jurisdiction.

3. We express no opinion regarding the enforceability of the Collateral Documents or any other Transaction Document (as defined in the Mezzanine Credit Agreement). The enforceability of the Collateral Documents is addressed in our separate enforceability opinion of even date herewith, delivered pursuant to Section 4.01(g) of the Mezzanine Credit Agreement, and the opinions set forth herein should be read in conjunction with such separate opinion.

4. We express no opinion regarding the accuracy, completeness, or sufficiency of any representation or warranty made by any Grantor or the Parent Pledgor in any Collateral Document or any other Transaction Document. In rendering the opinions set forth herein, we have relied upon the representations and warranties of the Grantors and the Parent Pledgor as set forth in the Collateral Documents and in the certificates delivered to us in connection herewith, without independent investigation or verification.

5. Our opinions regarding the description of collateral in the Collateral Documents and the Financing Statements assume that such descriptions satisfy the requirements of Sections 9-108 and 9-504 of the UCC, as applicable, and we have not independently analyzed whether every specific item of property owned by the Grantors or the Parent Pledgor falls within the scope of the collateral descriptions as drafted.

VI. RELIANCE AND BENEFIT

This Opinion is rendered solely for the benefit of Ridgeline Mezzanine Capital Fund III, LP, in its capacity as Mezzanine Lender under the Mezzanine Credit Agreement, and may not be relied upon by any other person or entity without the prior written consent of Calderwood & Harkness LLP. Notwithstanding the foregoing, this Opinion may be relied upon by any permitted assignee or transferee of the Mezzanine Lender's interest under the Mezzanine Credit Agreement in accordance with the assignment and transfer provisions thereof, provided that any such assignee or transferee shall be deemed to have accepted this Opinion subject to the same assumptions, qualifications, and limitations set forth herein as if such assignee or transferee were the original addressee hereof.

This Opinion may not be quoted or referred to in any public filing or document, or furnished to any other person or governmental authority, without our prior written consent, except as may be required by applicable law, regulation, or court order.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Stephanie Okafor

Title: Partner

Calderwood & Harkness LLP 601 Lexington Avenue New York, New York 10022

SCHEDULE A

Financing Statements

The following table sets forth the UCC-1 Financing Statements filed in connection with the Collateral Documents on the Closing Date:

Filing numbers will be confirmed upon receipt of acknowledgment copies from the applicable Filing Offices and will be supplemented to this Schedule A by written notice to the Mezzanine Lender.

SCHEDULE B

Existing Senior Facility UCC Filings Identified

Based on the UCC lien search results obtained from the Delaware Secretary of State and the Texas Secretary of State, each dated no earlier than September 25, 2023, the following existing UCC-1 financing statements were identified on file against the Grantors in favor of Whitmore National Bank, N.A., in its capacity as Collateral Agent under the Senior Credit Facility (the Amended and Restated Credit Agreement, dated as of April 7, 2022):

No financing statements were found on file against Cascade Ridge SLG Holdings, LLC in the Delaware Secretary of State.

Other than the financing statements listed in the table above and the Financing Statements filed on behalf of the Secured Party on the Closing Date (as described in Schedule A hereto), no other UCC-1 financing statements, amendments, or continuation statements were identified on file against any Grantor or the Parent Pledgor in the applicable Filing Offices as of the date of the UCC lien searches. No federal or state tax liens or judgment liens were identified in connection with our review, although we note that our search was limited to UCC filings in the offices of the Secretary of State in Delaware and Texas, and we did not conduct searches in any county recorder's office or any federal court.

Filing Office	Debtor	Secured Party	Date Filed	File Number	Collateral Description
Delaware Secretary of State	Stonefield Logistics Group Inc. (EIN: 84-3217650)	Ridgeline Mezzanine Capital Fund III, LP	September 29, 2023	To be confirmed	All assets — second priority
Delaware Secretary of State	Stonefield Freight Brokerage, Inc. (EIN: 84-3306715)	Ridgeline Mezzanine Capital Fund III, LP	September 29, 2023	To be confirmed	All assets — second priority
Texas Secretary of State	Stonefield Intermodal Services, Inc. (EIN: 75-6849321)	Ridgeline Mezzanine Capital Fund III, LP	September 29, 2023	To be confirmed	All assets — second priority
Texas Secretary of State	Stonefield Fleet Management, LLC (EIN: 75-6912488)	Ridgeline Mezzanine Capital Fund III, LP	September 29, 2023	To be confirmed	All assets — second priority
Delaware Secretary of State	Cascade Ridge SLG Holdings, LLC (EIN: 84-3195472)	Ridgeline Mezzanine Capital Fund III, LP	September 29, 2023	To be confirmed	100% equity interests in Stonefield Logistics Group Inc. — first priority
Filing Office	Debtor	Secured Party	Original Filing Date	File Number	Collateral Description
Delaware Secretary of State	Stonefield Logistics Group Inc.	Whitmore National Bank, N.A. as Collateral Agent	April 7, 2022	2022-2714891	All assets
Delaware Secretary of State	Stonefield Freight Brokerage, Inc.	Whitmore National Bank, N.A. as Collateral Agent	April 7, 2022	2022-2714908	All assets
Texas Secretary of State	Stonefield Intermodal Services, Inc.	Whitmore National Bank, N.A. as Collateral Agent	April 7, 2022	22-0028473019	All assets
Texas Secretary of State	Stonefield Fleet Management, LLC	Whitmore National Bank, N.A. as Collateral Agent	April 7, 2022	22-0028473026	All assets

PRIVILEGED AND CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
601 Lexington Avenue New York, New York 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
September 29, 2023
Ridgeline Mezzanine Capital Fund III, LP 767 Lexington Avenue, 22nd Floor New York, New York 10065
Attention: Katherine M. Stroud, Managing Director
Re: UCC / Lien Perfection Opinion — Mezzanine Credit Agreement, dated September 14, 2023, among Stonefield Logistics Group Inc. as Borrower, Ridgeline Mezzanine Capital Fund III, LP as Mezzanine Lender, and the Guarantors Party Thereto
Ladies and Gentlemen:
We have acted as counsel to Stonefield Logistics Group Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), in connection with that certain 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 "Mezzanine Credit Agreement"), among Stonefield Logistics Group Inc. as Borrower, Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership, as Mezzanine Lender (in such capacity, together with its successors and assigns, the "Mezzanine Lender" or "Secured Party"), and the guarantors party thereto. This opinion letter (this "Opinion") is delivered to you pursuant to Section 4.01(h) of the Mezzanine Credit Agreement as a condition precedent to the initial funding of the Mezzanine Term Loan on the date hereof (the "Closing Date").
This Opinion relates specifically to the creation, attachment, and perfection of security interests granted in favor of the Secured Party under (a) the Mezzanine Pledge and Security Agreement, dated as of September 14, 2023, more fully described below, and (b) the Parent Equity Pledge Agreement, dated as of September 14, 2023, more fully described below. This Opinion also addresses the priority of such security interests, subject to the qualifications and limitations set forth herein.
I. DOCUMENTS EXAMINED
In connection with rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (each as in effect on the date hereof):
1. The Mezzanine Credit Agreement, dated as of September 14, 2023, among Stonefield Logistics Group Inc. as Borrower, Ridgeline Mezzanine Capital Fund III, LP as Mezzanine Lender, and the guarantors party thereto;
2. The Mezzanine Pledge and Security Agreement, dated as of September 14, 2023 (the "Security Agreement"), among Stonefield Logistics Group Inc., Stonefield Intermodal Services, Inc., a Texas corporation, Stonefield Fleet Management, LLC, a Texas limited liability company, Stonefield Freight Brokerage, Inc., a Delaware corporation, as grantors (collectively, the "Grantors"), and Ridgeline Mezzanine Capital Fund III, LP as Secured Party;
3. The Parent Equity Pledge Agreement, dated as of September 14, 2023 (the "Parent Pledge Agreement"), by Cascade Ridge SLG Holdings, LLC, a Delaware limited liability company (the "Parent Pledgor"), in favor of Ridgeline Mezzanine Capital Fund III, LP as Secured Party;
4. The Mezzanine Guaranty Agreement, dated as of September 14, 2023, executed by each of the Subsidiary Guarantors in favor of the Mezzanine Lender;
5. The Intercreditor Agreement, dated as of September 14, 2023 (the "Intercreditor Agreement"), among Whitmore National Bank, N.A., a national banking association, in its capacity as Administrative Agent and Collateral Agent under the Senior Credit Facility (the "Senior Agent"), Ridgeline Mezzanine Capital Fund III, LP as Mezzanine Lender, and acknowledged and agreed to by Stonefield Logistics Group Inc.;
6. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Stonefield Logistics Group Inc. as Debtor (filing number to be confirmed upon receipt of acknowledgment from the Delaware Secretary of State);
7. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Stonefield Freight Brokerage, Inc. as Debtor;
8. UCC-1 Financing Statement filed with the Texas Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Stonefield Intermodal Services, Inc. as Debtor;
9. UCC-1 Financing Statement filed with the Texas Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Stonefield Fleet Management, LLC as Debtor;
10. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Cascade Ridge SLG Holdings, LLC as Debtor, in respect of the Parent Pledge Agreement;
11. The Certificate of Incorporation (as amended), Bylaws (as amended), and certificate of good standing of Stonefield Logistics Group Inc., issued by the Secretary of State of the State of Delaware;
12. The organizational documents (including certificates of formation, articles of incorporation, operating agreements, and bylaws, as applicable) and certificates of good standing of each Subsidiary Grantor: (i) Stonefield Intermodal Services, Inc., issued by the Secretary of State of the State of Texas; (ii) Stonefield Fleet Management, LLC, issued by the Secretary of State of the State of Texas; and (iii) Stonefield Freight Brokerage, Inc., issued by the Secretary of State of the State of Delaware;
13. The Certificate of Formation, Limited Liability Company Agreement, and certificate of good standing of Cascade Ridge SLG Holdings, LLC, issued by the Secretary of State of the State of Delaware;
14. UCC lien search results obtained from the following offices, each dated no earlier than September 25, 2023:
(a) Delaware Secretary of State — Stonefield Logistics Group Inc.;
(b) Texas Secretary of State — Stonefield Intermodal Services, Inc.;
(c) Texas Secretary of State — Stonefield Fleet Management, LLC;
(d) Delaware Secretary of State — Stonefield Freight Brokerage, Inc.; and
(e) Delaware Secretary of State — Cascade Ridge SLG Holdings, LLC;
15. Secretary's Certificate of Stonefield Logistics Group Inc., dated September 29, 2023, certifying resolutions of the Board of Directors, incumbency, and organizational documents;
16. Secretary's Certificate of the Subsidiary Guarantors (Combined), dated September 29, 2023, certifying resolutions, incumbency, and organizational documents of Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc.; and
17. Such other documents, instruments, records, certificates, and agreements as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.
The Security Agreement and the Parent Pledge Agreement are referred to herein collectively as the "Collateral Documents." The UCC-1 Financing Statements described in items 6 through 10 above are referred to herein collectively as the "Financing Statements."
II. DEFINED TERMS
Capitalized terms used in this Opinion and not otherwise defined herein shall have the meanings ascribed to them in the Mezzanine Credit Agreement or the applicable Collateral Document, as the context may require. In addition, the following defined terms shall have the meanings set forth below for purposes of this Opinion:
"Borrower" means Stonefield Logistics Group Inc., a corporation organized under the laws of the State of Delaware.
"Subsidiary Grantors" means, collectively, Stonefield Intermodal Services, Inc., a Texas corporation, Stonefield Fleet Management, LLC, a Texas limited liability company, and Stonefield Freight Brokerage, Inc., a Delaware corporation.
"Grantors" means, collectively, the Borrower and the Subsidiary Grantors, each in its capacity as a grantor under the Security Agreement.
"Parent Pledgor" means Cascade Ridge SLG Holdings, LLC, a limited liability company organized under the laws of the State of Delaware.
"Secured Party" or "Mezzanine Lender" means Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership, in its capacity as the secured party under each of the Collateral Documents and as the Mezzanine Lender under the Mezzanine Credit Agreement.
"Senior Agent" means Whitmore National Bank, N.A., a national banking association, in its capacity as Administrative Agent and Collateral Agent under the Senior Credit Facility (as defined in the Intercreditor Agreement), pursuant to that certain Amended and Restated Credit Agreement, dated as of April 7, 2022.
"UCC" means the Uniform Commercial Code as in effect in the State of New York, the State of Delaware, and the State of Texas, as applicable, in each case as of the date hereof.
"Pledged Equity" means 100% of the issued and outstanding equity interests (consisting of shares of common stock) of Stonefield Logistics Group Inc. pledged by the Parent Pledgor under the Parent Pledge Agreement.
"Article 9 Collateral" means the collateral described in the Security Agreement, consisting of substantially all personal property assets of the Borrower and the Subsidiary Grantors, including, without limitation, all equipment, vehicles, rolling stock, accounts receivable, inventory, general intangibles, intellectual property, instruments, documents, chattel paper, deposit accounts, investment property, letter-of-credit rights, supporting obligations, commercial tort claims (to the extent specifically described therein), equity interests in subsidiaries (including the issued and outstanding equity interests in Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc.), and all proceeds and products of the foregoing.
"Filing Offices" means the office of the Secretary of State of the State of Delaware and the office of the Secretary of State of the State of Texas, as the applicable filing offices for purposes of Article 9 of the UCC.
III. ASSUMPTIONS
In rendering the opinions set forth in this Opinion, we have, with your consent, assumed the following without independent investigation or verification:
1. The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies. We have further assumed the legal capacity of all natural persons who are signatories to any of the documents examined.
2. Each party to the Collateral Documents (other than the Grantors and the Parent Pledgor, as to which we express opinions below) has the full power, authority, and legal right to execute, deliver, and perform its obligations under the Collateral Documents and has duly authorized, executed, and delivered the Collateral Documents.
3. The Mezzanine Credit Agreement constitutes the valid and binding obligation of each party thereto, enforceable against each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
4. Value has been given by the Secured Party to each Grantor and to the Parent Pledgor within the meaning of Section 1-204 of the UCC. For purposes of this assumption, we understand that the initial funding of the Mezzanine Term Loan in the aggregate principal amount of $85,000,000 is being made on the date hereof.
5. Each Grantor and the Parent Pledgor has rights in the collateral described in the respective Collateral Documents, or the power to transfer rights in such collateral to the Secured Party, at the time of attachment of the security interests granted therein. We have not independently verified the ownership of any item of collateral.
6. The descriptions of collateral set forth in each Financing Statement and each Collateral Document are sufficient under the applicable provisions of Article 9 of the UCC, including Sections 9-108 and 9-504 thereof, to create and perfect a security interest therein.
7. The Financing Statements have been or will be duly accepted for filing by the applicable Filing Offices and will be properly indexed in the official filing records maintained by such Filing Offices in accordance with the applicable provisions of the UCC. We have not received, as of the date hereof, acknowledgment copies reflecting the assigned filing numbers for certain of the Financing Statements, and we have assumed that each such Financing Statement will be accepted for filing in due course.
8. The information set forth in each Financing Statement, including the name of the debtor, the name of the secured party, the mailing addresses set forth therein, and the collateral description, is accurate and complete, and the name of each debtor set forth in each Financing Statement matches the exact legal name of the applicable debtor as it appears in such debtor's organizational documents filed with the Secretary of State of its jurisdiction of organization, in compliance with Section 9-503 of the UCC.
9. No Grantor or Parent Pledgor has changed its legal name, identity, jurisdiction of organization, or organizational structure since the filing of the Financing Statements, and no such change has occurred between the dates of the UCC lien searches referenced herein and the date hereof.
10. The existing UCC-1 financing statements filed in favor of Whitmore National Bank, N.A., in its capacity as Collateral Agent under the Senior Credit Facility, as identified in the UCC lien search results described in Section I(14) above, are the only prior filings encumbering the Article 9 Collateral and the Pledged Equity. No other financing statements, federal or state tax liens, judgment liens, or other filings or encumbrances exist with respect to the property of the Grantors or the Parent Pledgor that would affect the priority of the security interests of the Secured Party, other than as set forth in Schedule B hereto.
11. The UCC lien search results obtained from the Delaware Secretary of State and the Texas Secretary of State are accurate and complete and reflect all financing statements on file in such offices as of the date and time of such searches. We note that there may be a delay between the filing of a financing statement and its appearance in the search results maintained by the applicable Filing Office, and we express no opinion as to any filing that may have been submitted but not yet indexed as of the date of such searches.
IV. OPINIONS
Based upon the foregoing, and subject in all respects to the assumptions, qualifications, and limitations set forth in this Opinion, we are of the opinion that:
A. Creation and Attachment — Security Agreement (Second-Priority)
1. The Security Agreement is effective to create a valid security interest in favor of Ridgeline Mezzanine Capital Fund III, LP, as Secured Party, in the Article 9 Collateral described therein, to the extent that a security interest may be created therein under Article 9 of the UCC. The Article 9 Collateral in which such security interest has been created includes, without limitation:
(a) all equipment, vehicles, and rolling stock owned by each Grantor;
(b) all accounts receivable of each Grantor;
(c) all inventory of each Grantor;
(d) all general intangibles and intellectual property of each Grantor (to the extent constituting personal property subject to Article 9 of the UCC);
(e) all equity interests in the Borrower's direct subsidiaries, including 100% of the issued and outstanding equity interests in Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc.; and
(f) all proceeds and products of the foregoing.
2. Such security interest has attached with respect to each item of Article 9 Collateral in which the applicable Grantor has rights, or the power to transfer rights, as of the date hereof, and such attachment is effective as against the applicable Grantor with respect to such collateral.
B. Perfection — Security Agreement (Second-Priority)
3. Upon the filing of the applicable Financing Statements:
(a) the UCC-1 Financing Statements filed with the Delaware Secretary of State perfect the security interest of the Secured Party in the personal property collateral of Stonefield Logistics Group Inc. (a corporation organized under the laws of the State of Delaware) and Stonefield Freight Brokerage, Inc. (a corporation organized under the laws of the State of Delaware), in each case to the extent that perfection of a security interest therein is achieved by the filing of a UCC-1 financing statement in the office of the Secretary of State of the debtor's jurisdiction of organization under Article 9 of the UCC; and
(b) the UCC-1 Financing Statements filed with the Texas Secretary of State perfect the security interest of the Secured Party in the personal property collateral of Stonefield Intermodal Services, Inc. (a corporation organized under the laws of the State of Texas) and Stonefield Fleet Management, LLC (a limited liability company organized under the laws of the State of Texas), in each case to the extent that perfection of a security interest therein is achieved by the filing of a UCC-1 financing statement in the office of the Secretary of State of the debtor's jurisdiction of organization under Article 9 of the UCC.
4. Pursuant to Section 9-301(1) of the UCC, the proper filing jurisdiction for each Grantor is the state of its organization. Accordingly, the Delaware Secretary of State is the proper filing office for financing statements against Stonefield Logistics Group Inc. and Stonefield Freight Brokerage, Inc. (each a Delaware entity), and the Texas Secretary of State is the proper filing office for financing statements against Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC (each a Texas entity).
C. Priority — Security Agreement (Second-Priority)
5. Subject to the terms of the Intercreditor Agreement and the qualifications and limitations set forth in Section V below, the security interests created under the Security Agreement in favor of the Secured Party in the Article 9 Collateral are second in priority to the existing first-priority security interests held by Whitmore National Bank, N.A., in its capacity as Collateral Agent under the Senior Credit Facility, as evidenced by the UCC-1 financing statements previously filed in favor of Whitmore National Bank, N.A. in the applicable Filing Offices.
6. Based on the UCC lien search results described in Section I(14) above, no financing statements were found on file against any of the Grantors in the applicable Filing Offices other than (i) the financing statements filed in favor of Whitmore National Bank, N.A. as Collateral Agent under the Senior Credit Facility and (ii) the Financing Statements filed on behalf of the Secured Party on the date hereof. Accordingly, subject to the assumptions, qualifications, and limitations set forth herein, the security interests of the Secured Party in the Article 9 Collateral are junior only to the first-priority security interests of the Senior Agent and no other security interest perfected by filing in the applicable Filing Offices.
7. We note that the priority of the second-priority security interests under the Security Agreement is governed by and subject to the Intercreditor Agreement, dated as of September 14, 2023, which provides, among other things, that (a) the mezzanine liens are at all times subordinate and junior in priority to all senior liens securing the obligations under the Senior Credit Facility, (b) the Senior Agent, in its capacity as Collateral Agent, has sole and exclusive control over shared collateral during any enforcement standstill period, and (c) the Mezzanine Lender is subject to certain standstill and waiver provisions with respect to the exercise of remedies against the shared collateral, all as more fully set forth in the Intercreditor Agreement. We express no opinion as to the enforceability of any provision of the Intercreditor Agreement.
D. Creation and Attachment — Parent Equity Pledge Agreement (First-Priority)
8. The Parent Pledge Agreement is effective to create a valid security interest in favor of Ridgeline Mezzanine Capital Fund III, LP, as Secured Party, in the Pledged Equity, consisting of 100% of the issued and outstanding equity interests (shares of common stock) of Stonefield Logistics Group Inc. held by Cascade Ridge SLG Holdings, LLC, as Parent Pledgor. Such security interest has been created to the extent that a security interest in such Pledged Equity may be created under Article 9 of the UCC.
9. Such security interest has attached as of the date hereof with respect to the Pledged Equity in which the Parent Pledgor has rights, or the power to transfer rights, as of the date hereof.
E. Perfection — Parent Equity Pledge Agreement (First-Priority)
10. Upon the filing of the UCC-1 Financing Statement with the Delaware Secretary of State naming Cascade Ridge SLG Holdings, LLC (a limited liability company organized under the laws of the State of Delaware) as Debtor and Ridgeline Mezzanine Capital Fund III, LP as Secured Party, the security interest of the Secured Party in the Pledged Equity has been perfected to the extent that perfection of a security interest therein is achieved by the filing of a UCC-1 financing statement in the office of the Secretary of State of the debtor's jurisdiction of organization under Article 9 of the UCC.
11. We note that the equity interests of Stonefield Logistics Group Inc. held by the Parent Pledgor may constitute (a) "securities" within the meaning of Section 8-102(a)(15) of the UCC, (b) "security entitlements" within the meaning of Section 8-102(a)(17) of the UCC, or (c) if such equity interests are uncertificated securities that have not been opted into Article 8 and are not held through a securities intermediary, "general intangibles" within the meaning of Section 9-102(a)(42) of the UCC. In each such case, a security interest in the Pledged Equity is perfectable by the filing of a UCC-1 financing statement under Article 9 of the UCC. We note, however, that if the Pledged Equity constitutes "certificated securities" under Article 8 of the UCC, perfection by filing affords a lower level of priority protection than perfection by delivery of the certificates together with duly executed stock powers, and the Secured Party may wish to obtain possession of all stock certificates representing the Pledged Equity, together with duly executed undated stock powers endorsed in blank, to achieve perfection by "control" under Section 9-106 and Section 8-106 of the UCC.
F. Priority — Parent Equity Pledge Agreement (First-Priority)
12. Based on the UCC lien search results obtained from the Delaware Secretary of State against Cascade Ridge SLG Holdings, LLC, no prior financing statements were found on file encumbering the Pledged Equity or any other property of the Parent Pledgor. Subject to the assumptions, qualifications, and limitations set forth herein, the security interest of the Secured Party in the Pledged Equity ranks first in priority among security interests perfected by filing in the Delaware Secretary of State.
13. The parent equity pledge evidenced by the Parent Pledge Agreement constitutes a standalone first-lien security interest for the benefit of the Mezzanine Lender. The Pledged Equity is not included in the collateral package shared with the Senior Agent under the Senior Credit Facility and is not subject to the subordination and intercreditor provisions of the Intercreditor Agreement. Accordingly, the Mezzanine Lender holds a first-priority perfected security interest in the Pledged Equity, separate and apart from the second-priority security interests in the Article 9 Collateral under the Security Agreement.
V. QUALIFICATIONS AND LIMITATIONS
The opinions set forth in Section IV above are subject to the following qualifications and limitations:
A. General UCC Qualifications
1. Our opinions are limited to Article 9 of the Uniform Commercial Code as in effect in the States of New York, Delaware, and Texas, in each case as of the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, any foreign jurisdiction, and we express no opinion as to the applicability or effect of any federal law (including the Federal Tax Lien Act of 1966, as amended, and the Federal Aviation Act), except as expressly stated herein.
2. We express no opinion regarding the creation, attachment, perfection, or priority of a security interest in any collateral to the extent that perfection thereof is not governed by the filing provisions of Article 9 of the UCC. Without limiting the generality of the foregoing, we express no opinion regarding security interests in the following categories of collateral, which may require methods of perfection other than or in addition to the filing of a UCC-1 financing statement: (a) real property, fixtures to the extent governed by real property law, and timber to be cut; (b) deposit accounts, as to which perfection may be achieved only by "control" under Section 9-104 of the UCC; (c) letter-of-credit rights, as to which perfection may be achieved only by "control" under Section 9-107 of the UCC; (d) electronic chattel paper, as to which perfection may be achieved only by "control" under Section 9-105 of the UCC; and (e) certain investment property (including securities accounts and commodity accounts), as to which perfection by "control" under Section 9-106 of the UCC may afford superior priority.
3. We express no opinion as to the effect of any federal, state, or local regulatory statute, rule, regulation, or ordinance applicable to the business operations of the Grantors or the Parent Pledgor, including, without limitation, any statute, rule, or regulation governing motor vehicle certificates of title, environmental matters, interstate commerce, or the transportation industry, which may impose restrictions on the grant, perfection, or enforcement of security interests in certain types of property.
4. Certain items of Article 9 Collateral may consist of rolling stock, trucks, trailers, and other motor vehicles that are subject to certificate of title statutes in various states and jurisdictions. Pursuant to Section 9-311(a)(2) of the UCC, the filing of a UCC-1 financing statement does not perfect a security interest in property subject to a certificate of title statute. Perfection of a security interest in such motor vehicles may require notation of the security interest on the applicable certificate of title issued by the relevant state motor vehicle authority. We express no opinion as to whether any specific item of collateral constitutes a motor vehicle subject to a certificate of title statute, nor as to the perfection or priority of any security interest in any such motor vehicle.
5. We express no opinion as to the creation, attachment, or perfection of a security interest in any commercial tort claims of the Grantors, except to the extent that such commercial tort claims are specifically described in the Security Agreement in compliance with Section 9-108(e) of the UCC. Under Section 9-108(e), a description of collateral as "all commercial tort claims" or words of similar import is insufficient to create a security interest in commercial tort claims; rather, each such claim must be described with reasonable specificity.
6. We express no opinion as to the perfection or priority of security interests in patents, patent applications, trademarks, trademark applications, service marks, or copyrights that are registered with, or the subject of pending applications before, the United States Patent and Trademark Office or the United States Copyright Office, to the extent that applicable federal law requires a filing with such federal offices in addition to or in lieu of a UCC filing to perfect a security interest in such intellectual property. We note that the interplay between state UCC filings and federal intellectual property filings is subject to ongoing judicial interpretation and statutory development, and we express no opinion as to the sufficiency of a UCC filing alone to perfect a security interest in federally registered intellectual property.
7. Continuation statements must be filed in the applicable Filing Office within the period of six months prior to the expiration of the initial five-year effectiveness period of each Financing Statement, and within each successive five-year period thereafter, as required by Section 9-515 of the UCC, in order to maintain the perfection of the security interests evidenced thereby. Failure to timely file continuation statements will result in the lapse of the effectiveness of the applicable Financing Statement and the loss of perfection of the related security interest. We assume no obligation to monitor the filing of continuation statements or to notify the Secured Party of the dates upon which continuation statements must be filed.
B. Priority Qualifications
The priority opinions set forth in Section IV above are subject to the following additional qualifications:
1. The priority opinions are subject to the rights of any holder of a purchase-money security interest that complies with the requirements of Section 9-324 of the UCC, which may afford such holder priority over a previously perfected security interest in the same collateral under certain circumstances, including with respect to inventory and equipment.
2. The priority opinions are subject to Section 9-320(a) of the UCC, which provides that a buyer in the ordinary course of business takes free of a security interest created by the buyer's seller, even if the security interest is perfected and the buyer knows of its existence.
3. The priority opinions are subject to Section 9-331 of the UCC, which provides that Article 9 does not limit the rights of holders in due course of negotiable instruments, holders to whom negotiable documents of title have been duly negotiated, and protected purchasers of securities.
4. The priority opinions are subject to the rights of secured parties who achieve perfection by "control" under Sections 9-327 (deposit accounts), 9-328 (investment property), 9-329 (letter-of-credit rights), and 9-330 (chattel paper and instruments) of the UCC, each of which may afford priority over a security interest perfected by filing.
5. The priority opinions are subject to rights arising under any applicable federal or state law relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, preference, and similar proceedings affecting the rights of creditors generally, including, without limitation, the provisions of Title 11 of the United States Code (the Bankruptcy Code) relating to the avoidance of security interests and preferential transfers.
6. The priority of the second-priority security interests under the Security Agreement is at all times subject to and governed by the terms and conditions of the Intercreditor Agreement, including any provisions therein relating to the subordination of liens, enforcement standstills, turnover obligations, application of proceeds, and releases of collateral. We express no opinion as to the enforceability or interpretation of any provision of the Intercreditor Agreement.
C. Scope Limitations
1. This Opinion speaks only as of the date hereof. We assume no obligation to advise you of any changes in law or fact, or of the discovery of any facts not known to us on the date hereof, that may affect the opinions expressed herein. We disclaim any obligation to update or supplement this Opinion for any reason, including changes in applicable law or the occurrence of any event subsequent to the date hereof.
2. This Opinion is based solely upon our review and interpretation of the laws of the State of New York (including the New York Uniform Commercial Code), the laws of the State of Delaware (including the Delaware Uniform Commercial Code, Title 6, Subtitle I of the Delaware Code), and the laws of the State of Texas (including the Texas Business & Commerce Code), in each case as currently in effect on the date hereof. We express no opinion as to the laws of any other state or jurisdiction.
3. We express no opinion regarding the enforceability of the Collateral Documents or any other Transaction Document (as defined in the Mezzanine Credit Agreement). The enforceability of the Collateral Documents is addressed in our separate enforceability opinion of even date herewith, delivered pursuant to Section 4.01(g) of the Mezzanine Credit Agreement, and the opinions set forth herein should be read in conjunction with such separate opinion.
4. We express no opinion regarding the accuracy, completeness, or sufficiency of any representation or warranty made by any Grantor or the Parent Pledgor in any Collateral Document or any other Transaction Document. In rendering the opinions set forth herein, we have relied upon the representations and warranties of the Grantors and the Parent Pledgor as set forth in the Collateral Documents and in the certificates delivered to us in connection herewith, without independent investigation or verification.
5. Our opinions regarding the description of collateral in the Collateral Documents and the Financing Statements assume that such descriptions satisfy the requirements of Sections 9-108 and 9-504 of the UCC, as applicable, and we have not independently analyzed whether every specific item of property owned by the Grantors or the Parent Pledgor falls within the scope of the collateral descriptions as drafted.
VI. RELIANCE AND BENEFIT
This Opinion is rendered solely for the benefit of Ridgeline Mezzanine Capital Fund III, LP, in its capacity as Mezzanine Lender under the Mezzanine Credit Agreement, and may not be relied upon by any other person or entity without the prior written consent of Calderwood & Harkness LLP. Notwithstanding the foregoing, this Opinion may be relied upon by any permitted assignee or transferee of the Mezzanine Lender's interest under the Mezzanine Credit Agreement in accordance with the assignment and transfer provisions thereof, provided that any such assignee or transferee shall be deemed to have accepted this Opinion subject to the same assumptions, qualifications, and limitations set forth herein as if such assignee or transferee were the original addressee hereof.
This Opinion may not be quoted or referred to in any public filing or document, or furnished to any other person or governmental authority, without our prior written consent, except as may be required by applicable law, regulation, or court order.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Stephanie Okafor
Title: Partner
Calderwood & Harkness LLP 601 Lexington Avenue New York, New York 10022
SCHEDULE A
Financing Statements
The following table sets forth the UCC-1 Financing Statements filed in connection with the Collateral Documents on the Closing Date:
Filing numbers will be confirmed upon receipt of acknowledgment copies from the applicable Filing Offices and will be supplemented to this Schedule A by written notice to the Mezzanine Lender.
SCHEDULE B
Existing Senior Facility UCC Filings Identified
Based on the UCC lien search results obtained from the Delaware Secretary of State and the Texas Secretary of State, each dated no earlier than September 25, 2023, the following existing UCC-1 financing statements were identified on file against the Grantors in favor of Whitmore National Bank, N.A., in its capacity as Collateral Agent under the Senior Credit Facility (the Amended and Restated Credit Agreement, dated as of April 7, 2022):
No financing statements were found on file against Cascade Ridge SLG Holdings, LLC in the Delaware Secretary of State.
Other than the financing statements listed in the table above and the Financing Statements filed on behalf of the Secured Party on the Closing Date (as described in Schedule A hereto), no other UCC-1 financing statements, amendments, or continuation statements were identified on file against any Grantor or the Parent Pledgor in the applicable Filing Offices as of the date of the UCC lien searches. No federal or state tax liens or judgment liens were identified in connection with our review, although we note that our search was limited to UCC filings in the offices of the Secretary of State in Delaware and Texas, and we did not conduct searches in any county recorder's office or any federal court.
Filing Office | Debtor | Secured Party | Date Filed | File Number | Collateral Description
Delaware Secretary of State | Stonefield Logistics Group Inc. (EIN: 84-3217650) | Ridgeline Mezzanine Capital Fund III, LP | September 29, 2023 | To be confirmed | All assets — second priority
Delaware Secretary of State | Stonefield Freight Brokerage, Inc. (EIN: 84-3306715) | Ridgeline Mezzanine Capital Fund III, LP | September 29, 2023 | To be confirmed | All assets — second priority
Texas Secretary of State | Stonefield Intermodal Services, Inc. (EIN: 75-6849321) | Ridgeline Mezzanine Capital Fund III, LP | September 29, 2023 | To be confirmed | All assets — second priority
Texas Secretary of State | Stonefield Fleet Management, LLC (EIN: 75-6912488) | Ridgeline Mezzanine Capital Fund III, LP | September 29, 2023 | To be confirmed | All assets — second priority
Delaware Secretary of State | Cascade Ridge SLG Holdings, LLC (EIN: 84-3195472) | Ridgeline Mezzanine Capital Fund III, LP | September 29, 2023 | To be confirmed | 100% equity interests in Stonefield Logistics Group Inc. — first priority
Filing Office | Debtor | Secured Party | Original Filing Date | File Number | Collateral Description
Delaware Secretary of State | Stonefield Logistics Group Inc. | Whitmore National Bank, N.A. as Collateral Agent | April 7, 2022 | 2022-2714891 | All assets
Delaware Secretary of State | Stonefield Freight Brokerage, Inc. | Whitmore National Bank, N.A. as Collateral Agent | April 7, 2022 | 2022-2714908 | All assets
Texas Secretary of State | Stonefield Intermodal Services, Inc. | Whitmore National Bank, N.A. as Collateral Agent | April 7, 2022 | 22-0028473019 | All assets
Texas Secretary of State | Stonefield Fleet Management, LLC | Whitmore National Bank, N.A. as Collateral Agent | April 7, 2022 | 22-0028473026 | All assets