1012-00002 · Stonefield Logistics Group · Closing

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CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, New York 10022

Telephone: (212) 455-7200 Facsimile: (212) 455-7201

December 19, 2023

Pinnacle National Bank, N.A. as Administrative Agent and Collateral Agent under the Amended and Restated First Lien Credit Agreement dated as of December 1, 2023 200 Liberty Street New York, New York 10281

Attention: Daniel Wexford, Managing Director, Loan Restructuring Group

Belvedere Credit Opportunities Fund LP as Administrative Agent, Collateral Agent, and Initial Lender under the Super-Priority Credit Agreement dated as of November 17, 2023 450 Lexington Avenue, 30th Floor New York, New York 10017

Attention: Christopher Hartigan, Managing Partner

Re: Restructuring Transactions of Stonefield Logistics Group Inc. — Legal Opinion

Ladies and Gentlemen:

1. Introduction and Engagement Context

Calderwood & Harkness LLP ("we," "us," or "our Firm") has acted as restructuring counsel to Stonefield Logistics Group Inc., a Delaware corporation (the "Company" or "Borrower"), employer identification number 83-2457109, Delaware Secretary of State file number 6341872, in connection with the consensual out-of-court restructuring transactions described herein (collectively, the "Restructuring Transactions"). We have been engaged by the Company in this capacity since May 2023, and have been intimately involved in the negotiation, documentation, and consummation of all aspects of the Restructuring Transactions.

This opinion letter is delivered pursuant to (i) Section 4.01(e) of the Amended and Restated First Lien Credit Agreement dated as of December 1, 2023, among the Company, the Guarantors party thereto, Pinnacle National Bank, N.A. as Administrative Agent and Collateral Agent, and the Lenders party thereto (the "Amended Credit Agreement"), and (ii) Section 4.01(f) of the Super-Priority Credit Agreement dated as of November 17, 2023, among the Company, the Guarantors party thereto, and Belvedere Credit Opportunities Fund LP as Administrative Agent, Collateral Agent, and Initial Lender (the "Super-Priority Credit Agreement"). Each of the Amended Credit Agreement and the Super-Priority Credit Agreement requires, as a condition precedent to effectiveness, the delivery of a legal opinion from counsel to the Company and the Guarantors, and this opinion letter is intended to satisfy such requirements.

This opinion letter is issued in connection with Calderwood & Harkness LLP Matter No. 1012-00002.

2. Transaction Documents Examined

In connection with the preparation of this opinion letter, we have examined executed originals or copies certified or otherwise identified to our satisfaction of the following documents (collectively, the "Transaction Documents"):

1. Amended and Restated First Lien Credit Agreement — dated as of December 1, 2023, among the Company, the Guarantors party thereto, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto (the "Amended Credit Agreement"), which amends and restates in its entirety the original First Lien Credit Agreement dated as of December 15, 2017, among substantially the same parties.

2. Amendment No. 1 to First Lien Credit Agreement — the cover agreement dated as of December 1, 2023, effectuating the amendment and restatement of the original First Lien Credit Agreement dated as of December 15, 2017, including all schedules and exhibits attached thereto (the "Amendment No. 1").

3. Super-Priority Credit Agreement — dated as of November 17, 2023, among the Company, the Guarantors party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender (the "Super-Priority Credit Agreement"), providing for a super-priority first-out term loan facility in an aggregate principal amount of $55,000,000 (consisting of $45,000,000 in term loans funded at closing and $10,000,000 in delayed-draw term loan commitments available for a period of six months following the closing date, subject to the satisfaction of certain conditions precedent set forth therein).

4. Super-Priority Guaranty Agreement — dated as of November 17, 2023, by Stonefield Logistics Holdings LLC, a Delaware limited liability company, Stonefield Freight Services LLC, a Texas limited liability company, Stonefield Last Mile Inc., a Delaware corporation, and Stonefield Warehousing LLC, a Texas limited liability company (each, a "Guarantor" and collectively, the "Guarantors"), in favor of Belvedere Credit Opportunities Fund LP, as Collateral Agent (the "Super-Priority Guaranty Agreement").

5. Super-Priority Pledge and Security Agreement — dated as of November 17, 2023, by the Company and each of the Guarantors, in favor of Belvedere Credit Opportunities Fund LP, as Collateral Agent (the "Super-Priority Pledge and Security Agreement"), granting a first-priority security interest in substantially all assets of the Company and the Guarantors, subject to the lien priority established in the Amended and Restated Intercreditor Agreement (as defined below).

6. Amended and Restated Intercreditor Agreement — dated as of November 10, 2023, among Belvedere Credit Opportunities Fund LP (in its capacity as the Super-Priority Agent), Pinnacle National Bank, N.A. (in its capacity as the First Lien Agent), and the Company, establishing the super-priority first-out / first lien second-out lien priority waterfall with respect to the shared collateral (the "Intercreditor Agreement").

7. Exchange Agreement — dated as of December 8, 2023, among the Company and the exchanging holders (the "Exchanging Holders") of the Company's 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP 861537 AA 2) (the "Mezzanine Notes"), providing for the exchange and equitization of $140,000,000 in aggregate principal amount of Mezzanine Notes (together with the waiver of $8,100,000 in accrued and unpaid payment-in-kind interest thereon) in exchange for (x) shares of the Company's newly designated Series A Preferred Stock, par value $0.001 per share, having an aggregate liquidation preference of $35,000,000 and bearing a 10.00% payment-in-kind dividend, and (y) shares of common stock of the Company, par value $0.001 per share, representing in the aggregate 47.5% of the pro forma common equity of the Company on a fully diluted basis (the "Exchange Agreement").

8. First Supplemental Indenture — dated as of December 8, 2023, to the Indenture dated as of December 15, 2017 (the "Mezzanine Indenture"), among the Company, as Issuer, and Continental Fiduciary Trust Company, as Trustee (the "Trustee"), effectuating certain exit consent amendments to the Mezzanine Indenture, including the elimination of substantially all restrictive covenants, certain events of default, and related provisions (the "First Supplemental Indenture").

9. Amended and Restated Certificate of Incorporation of Stonefield Logistics Group Inc. — dated December 12, 2023, as filed with the Secretary of State of the State of Delaware, superseding all prior versions of the Company's certificate of incorporation (the "Amended Charter").

10. Certificate of Designations of Series A Preferred Stock of Stonefield Logistics Group Inc. — dated December 12, 2023, as filed with the Secretary of State of the State of Delaware, establishing the terms, rights, preferences, and privileges of the Company's Series A Preferred Stock, including an aggregate liquidation preference of $35,000,000 and a 10.00% payment-in-kind dividend rate, compounding quarterly (the "Certificate of Designations").

11. Amended and Restated Stockholders' Agreement — dated as of December 12, 2023, among the Company, Ridgeline Capital Partners Fund III, L.P. (the Company's existing controlling stockholder), and the mezzanine equitization recipients who received common equity and Series A Preferred Stock in connection with the Exchange Agreement (the "Stockholders' Agreement").

12. Registration Rights Agreement — dated as of December 12, 2023, among the Company and the stockholders identified on the signature pages thereto (the "Registration Rights Agreement").

13. Board Resolutions — resolutions of the Board of Directors of the Company (a) dated June 29, 2023, approving entry into the Restructuring Support Agreement and authorizing the Company's officers to negotiate and execute definitive documentation in furtherance of the Restructuring Transactions, and (b) dated December 11, 2023, authorizing the execution, delivery, and performance of all definitive Transaction Documents and the consummation of the Restructuring Transactions, including the filing of the Amended Charter and Certificate of Designations with the Secretary of State of the State of Delaware (collectively, the "Board Resolutions").

14. Officer's Certificate — dated December 19, 2023, executed by Priya Sundaram, Chief Financial Officer of the Company, certifying certain factual matters, including representations as to the accuracy of financial information, the absence of material adverse changes, and the absence of pending or threatened litigation that could materially impair the Company's ability to consummate the Restructuring Transactions (the "Officer's Certificate").

15. Secretary's Certificate — dated December 19, 2023, executed by Howard Kessler, General Counsel and Secretary of the Company, certifying incumbency of the officers authorized to execute the Transaction Documents, and attaching certified copies of the Board Resolutions, the Amended Charter, and the bylaws of the Company (the "Secretary's Certificate").

Items 1 through 15 listed above are referred to herein collectively as the "Transaction Documents."

3. Other Documents and Records Examined

In addition to the Transaction Documents, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, instruments, certificates, and records:

(a) The Certificate of Incorporation of Stonefield Logistics Group Inc. (as amended through December 12, 2023), certified by the Secretary of State of the State of Delaware;

(b) A Certificate of Good Standing for the Company issued by the Secretary of State of the State of Delaware, dated on or about December 18, 2023;

(c) The certificates of formation or certificates of organization, as applicable, of each Guarantor, specifically: (i) Stonefield Logistics Holdings LLC, a Delaware limited liability company; (ii) Stonefield Freight Services LLC, a Texas limited liability company; (iii) Stonefield Last Mile Inc., a Delaware corporation; and (iv) Stonefield Warehousing LLC, a Texas limited liability company;

(d) Certificates of good standing for each Guarantor issued by the Secretary of State (or equivalent authority) of its respective jurisdiction of organization, each dated within ten business days of the date hereof;

(e) The Bylaws of the Company, as amended and in effect as of the date hereof;

(f) The operating agreements or bylaws, as applicable, of each Guarantor, each as currently in effect;

(g) The Restructuring Support Agreement dated as of June 30, 2023, among the Company, the Guarantors, and the consenting creditors party thereto, together with all joinders thereto executed through July 21, 2023 (the "RSA");

(h) The Consent Solicitation Statement dated October 6, 2023, distributed to holders of the Mezzanine Notes in connection with the solicitation of consents to the exit consent amendments effected by the First Supplemental Indenture;

(i) The original First Lien Credit Agreement dated as of December 15, 2017, among the Company, the guarantors party thereto, Pinnacle National Bank, N.A. as Administrative Agent and Collateral Agent, and the lenders party thereto (the "Original First Lien Credit Agreement");

(j) The original Indenture dated as of December 15, 2017, among the Company, as Issuer, and Continental Fiduciary Trust Company, as Trustee, governing the Mezzanine Notes (the "Mezzanine Indenture");

(k) Results of Uniform Commercial Code lien searches conducted in (i) the State of Delaware, Office of the Secretary of State, and (ii) the State of Texas, Office of the Secretary of State, each covering the Company and each Guarantor, conducted on or about December 15, 2023; and

(l) Such other certificates, documents, corporate records, and instruments as we have deemed necessary or appropriate as a basis for the opinions expressed herein.

In rendering the opinions set forth herein, we have also relied upon the representations and warranties of the Company and the Guarantors contained in the Transaction Documents and in the Officer's Certificate and Secretary's Certificate, each dated December 19, 2023, to the extent such representations and warranties are relevant to the opinions expressed herein.

4. Assumptions

In rendering the opinions set forth herein, we have assumed, without independent investigation or verification, each of the following:

(a) All documents submitted to us as originals are authentic, complete, and in full force and effect. All documents submitted to us as copies conform in all respects to the originals thereof, and all originals are authentic.

(b) All signatures on the Transaction Documents and all other documents reviewed by us are genuine, and each individual whose signature appears on such documents was authorized to sign such documents.

(c) Each natural person executing any Transaction Document or any other document reviewed by us had, at the time of such execution, the legal capacity to do so.

(d) Each party to the Transaction Documents (other than the Company and the Guarantors, as to which we opine below) is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization, and has all requisite corporate, limited liability company, limited partnership, or other organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party.

(e) The Transaction Documents have been duly authorized, executed, and delivered by each party thereto (other than the Company and the Guarantors, as to which we opine below), and the execution, delivery, and performance thereof by such parties do not violate or conflict with any law, regulation, order, agreement, or organizational document applicable to or binding on such parties.

(f) Each Transaction Document constitutes the legal, valid, and binding obligation of each party thereto (other than the Company and the Guarantors, as to which we opine below), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws and general equitable principles.

(g) The consent solicitation with respect to the Mezzanine Notes and the exchange offer conducted pursuant to the Exchange Agreement were conducted in compliance with all applicable federal and state securities laws, including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(h) The consideration described in the Transaction Documents has been or will be duly delivered and received as contemplated therein, and all conditions precedent to the effectiveness of the Transaction Documents that are required to be satisfied on or prior to the date hereof have been satisfied or waived in accordance with the terms thereof.

(i) The factual representations and warranties of the Company and the Guarantors set forth in the Transaction Documents, and in the Officer's Certificate dated December 19, 2023, executed by Priya Sundaram, Chief Financial Officer, are true, correct, and complete in all material respects as of the date hereof, and no event has occurred since the date of such representations that would render them untrue or incomplete in any material respect.

We have made no independent investigation of the foregoing assumptions and express no opinion with respect thereto.

5. Opinions

Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Sections 6 and 7 below, we are of the opinion that:

5.1 Due Organization and Good Standing

(a) The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company's principal executive offices are located at 4200 Commerce Street, Suite 1500, Dallas, Texas 75201. The Company's registered agent in the State of Delaware is Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801.

(b) Each Guarantor is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of organization, as follows:

(i) Stonefield Logistics Holdings LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware;

(ii) Stonefield Freight Services LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Texas;

(iii) Stonefield Last Mile Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware; and

(iv) Stonefield Warehousing LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Texas.

With respect to the opinions expressed in clauses (b)(ii) and (b)(iv) above regarding the due formation and good standing of Stonefield Freight Services LLC and Stonefield Warehousing LLC under the laws of the State of Texas, such opinions are based solely upon our review of certificates of good standing issued by the Texas Secretary of State, and we have assumed, without independent verification, that such entities are duly organized and in good standing under Texas law, as further described in Section 7.1 below.

5.2 Corporate Power and Authority

(a) The Company has the corporate power and authority under the General Corporation Law of the State of Delaware and under its Amended and Restated Certificate of Incorporation and bylaws to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Amended Credit Agreement, the Super-Priority Credit Agreement (as guarantor), the Exchange Agreement, the Stockholders' Agreement, and the Registration Rights Agreement.

(b) Each Guarantor has the organizational power and authority under the laws of its respective jurisdiction of organization and under its respective organizational documents to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Super-Priority Guaranty Agreement and the Super-Priority Pledge and Security Agreement.

(c) The Company has the corporate power and authority to own and operate its properties and assets and to conduct its business as presently conducted, which business consists principally of freight brokerage, last-mile delivery, and warehousing services operated across approximately 26 terminals in 14 states throughout the United States.

5.3 Due Authorization

(a) The execution, delivery, and performance by the Company of each Transaction Document to which it is a party, and the consummation by the Company of the Restructuring Transactions, have been duly authorized by all necessary corporate action on the part of the Company, including the following:

(i) The Board of Directors of the Company, by resolutions duly adopted at a meeting held on June 29, 2023, at which a quorum was present and acting throughout, approved the entry by the Company into the Restructuring Support Agreement and the proposed restructuring transactions contemplated thereby, and authorized each of Marcus Delano (Chief Executive Officer), Priya Sundaram (Chief Financial Officer), and Howard Kessler (General Counsel and Secretary) to negotiate and execute definitive documentation in furtherance of the Restructuring Transactions, in substantially the forms presented to the Board of Directors or as otherwise approved by any such officer in his or her reasonable business judgment.

(ii) The Board of Directors of the Company, by resolutions duly adopted by unanimous written consent effective as of December 11, 2023, authorized the execution, delivery, and performance of all definitive Transaction Documents (in substantially the forms presented to the Board of Directors or with such changes as any authorized officer may approve) and the consummation of the Restructuring Transactions in all respects, including the filing of the Amended and Restated Certificate of Incorporation and the Certificate of Designations of Series A Preferred Stock with the Secretary of State of the State of Delaware, the incurrence of indebtedness under the Super-Priority Credit Agreement, the amendment and restatement of the Original First Lien Credit Agreement, the equitization of the Mezzanine Notes, and the issuance of Series A Preferred Stock and common stock in connection therewith.

(b) No approval or vote of stockholders of the Company is required in connection with the Restructuring Transactions. We note for informational purposes that, on a pro forma basis following consummation of the Restructuring Transactions, the outstanding common equity of the Company is held as follows: Ridgeline Capital Partners Fund III, L.P. holds approximately 47.5% of the pro forma common equity; the mezzanine equitization recipients (being the Exchanging Holders who participated in the Exchange Agreement) hold approximately 47.5% of the pro forma common equity; and management of the Company holds approximately 5.0% of the pro forma common equity pursuant to the management incentive plan approved in connection with the Restructuring Transactions. The authorization of the Restructuring Transactions by the Board of Directors without stockholder approval was permissible under Section 242 of the General Corporation Law of the State of Delaware and the Company's organizational documents, inasmuch as the Amended Charter was approved by the holders of the outstanding shares of common stock entitled to vote thereon in accordance with applicable Delaware law.

(c) The execution, delivery, and performance by each Guarantor of each Transaction Document to which it is a party, including, without limitation, the Super-Priority Guaranty Agreement and the Super-Priority Pledge and Security Agreement, have been duly authorized by all necessary limited liability company or corporate action on the part of such Guarantor, as applicable, in accordance with the organizational documents of such Guarantor and applicable law.

5.4 Execution and Delivery

(a) Each Transaction Document to which the Company is a party has been duly executed and delivered by the Company by officers duly authorized to execute and deliver such Transaction Documents.

(b) Each Transaction Document to which any Guarantor is a party has been duly executed and delivered by such Guarantor by officers or authorized persons duly authorized to execute and deliver such Transaction Documents on behalf of such Guarantor.

(c) In rendering the opinions set forth in clauses (a) and (b) above, we have relied upon the Secretary's Certificate dated December 19, 2023, executed by Howard Kessler, General Counsel and Secretary of the Company, certifying the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Company and, to the extent set forth therein, on behalf of each Guarantor.

5.5 Enforceability.

(a) Each Transaction Document to which the Company is a party constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms.

(b) Each Transaction Document to which any Guarantor is a party constitutes the legal, valid, and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms.

(c) The opinions expressed in clauses (a) and (b) above are subject in each case to the qualifications and exceptions set forth in Section 6 below, including the customary enforceability exceptions described in Section 6.1 hereof.

(d) All Transaction Documents (other than the Amended and Restated Certificate of Incorporation, the Certificate of Designations, and certain governance-related provisions of the Stockholders' Agreement, each of which is governed by the laws of the State of Delaware, including the General Corporation Law of the State of Delaware) are expressed to be governed by, and construed in accordance with, the laws of the State of New York. With respect to the Amended Charter, the Certificate of Designations, and Delaware law governance provisions of the Stockholders' Agreement, we express our enforceability opinion solely to the extent that such documents are governed by the General Corporation Law of the State of Delaware, and we express no opinion as to other aspects of Delaware law.

5.6 No Conflicts

The execution, delivery, and performance by the Company and each Guarantor of the Transaction Documents to which they are respectively parties, and the consummation of the Restructuring Transactions, do not and will not:

(a) violate, conflict with, or result in a breach of, any provision of the Amended and Restated Certificate of Incorporation, the Certificate of Designations of Series A Preferred Stock, or the bylaws of the Company, or the certificate of formation, certificate of incorporation, operating agreement, bylaws, or other organizational documents of any Guarantor;

(b) violate any law, statute, rule, or regulation of the State of New York or the federal laws of the United States of America that, in our experience, is normally applicable to transactions of the type contemplated by the Transaction Documents, in each case as in effect on the date hereof (subject to the limitations as to the laws covered set forth in Section 7.1 below);

(c) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or require any consent or waiver under, any material agreement, contract, indenture, mortgage, deed of trust, loan agreement, or other instrument to which the Company or any Guarantor is a party or by which any of their respective properties or assets are bound, to our knowledge (as defined in Section 7.2 below) after review of the Transaction Documents and the schedules and disclosure letters delivered in connection therewith; or

(d) result in the creation or imposition of any lien, charge, pledge, security interest, or encumbrance upon any property or assets of the Company or any Guarantor, other than (i) liens created under the Super-Priority Pledge and Security Agreement in favor of Belvedere Credit Opportunities Fund LP as Collateral Agent, and (ii) liens existing under or permitted by the Amended Credit Agreement in favor of Pinnacle National Bank, N.A. as Collateral Agent, in each case as described in the Transaction Documents and subject to the Intercreditor Agreement.

5.7 No Required Governmental Approvals

No consent, approval, authorization, order, license, permit, registration, qualification, designation, declaration, or filing with any governmental authority, agency, or instrumentality of the State of New York or under the federal laws of the United States of America is required for the execution, delivery, or performance by the Company or any Guarantor of the Transaction Documents to which it is a party, or for the consummation of the Restructuring Transactions, except:

(a) the filing of the Amended and Restated Certificate of Incorporation and the Certificate of Designations of Series A Preferred Stock with the Secretary of State of the State of Delaware (which filings were duly made and accepted for filing as of December 12, 2023);

(b) the filing of Uniform Commercial Code financing statements in appropriate filing offices in the State of Delaware, the State of Texas, and such other jurisdictions as may be required to perfect the security interests contemplated by the Super-Priority Pledge and Security Agreement and the Amended Credit Agreement (which filings, we understand from the Officer's Certificate and from our communications with the Collateral Agents, have been or will be timely made); and

(c) such other filings, consents, approvals, authorizations, or qualifications as have already been obtained, made, or effected on or prior to the date hereof.

5.8 Security Interest (Limited Opinion)

(a) The Super-Priority Pledge and Security Agreement creates in favor of Belvedere Credit Opportunities Fund LP, as Collateral Agent, a valid security interest (within the meaning of Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "NYUCC")) in those items of collateral described in the Super-Priority Pledge and Security Agreement in which a security interest may be created under Article 9 of the NYUCC (the "Article 9 Collateral"). We note that the perfection of such security interest with respect to the Article 9 Collateral requires, among other things, the filing of UCC financing statements naming the Company and each Guarantor as debtors in the appropriate filing offices, and we express no opinion as to whether such financing statements have been or will be filed or as to the adequacy or sufficiency of any such filings for purposes of perfection. We further express no opinion as to security interests in any collateral that is not Article 9 Collateral, including, without limitation, real property, deposit accounts (to the extent perfection requires control), letter-of-credit rights (to the extent perfection requires control), electronic chattel paper, or intellectual property (to the extent governed by federal law).

(b) The security interests described in the Amended Credit Agreement in favor of Pinnacle National Bank, N.A., as Collateral Agent, continue in full force and effect as of the date hereof, as modified by the terms and conditions of the Amended and Restated Intercreditor Agreement. We have not undertaken an independent analysis of the perfection or priority of such existing security interests, and we express no opinion thereon except to the extent expressly stated in this Section 5.8.

5.9 No Litigation

Based solely upon our review of the Officer's Certificate of Priya Sundaram dated December 19, 2023, and our inquiry of Howard Kessler, General Counsel and Secretary of the Company, and without any independent investigation, to our knowledge there is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the actual knowledge of the persons referenced above, threatened against the Company or any Guarantor before any court, governmental authority, arbitral tribunal, or other body that would reasonably be expected to materially and adversely affect the ability of the Company or any Guarantor to perform its obligations under the Transaction Documents or to consummate the Restructuring Transactions.

6. Qualifications and Exceptions

The opinions expressed in Section 5 above are subject to the following qualifications and exceptions:

6.1 Standard Enforceability Exceptions

The enforceability opinions set forth in Section 5.5 above are subject to and limited by:

(a) the effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights and remedies generally, including, without limitation, Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") and any state law equivalents;

(b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), including, without limitation, principles of commercial reasonableness, good faith, fair dealing, and the possible unavailability of specific performance or injunctive relief, and principles governing the exercise of judicial discretion with respect to the granting of any particular remedy;

(c) the possible unenforceability of provisions in the Transaction Documents that purport to provide for indemnification or contribution to the extent that such provisions may be held to be unenforceable as contrary to public policy, including provisions requiring indemnification of a party for its own negligence, willful misconduct, or violations of federal or state securities laws; and

(d) the effect of applicable court decisions and statutory provisions that may limit the availability of specific performance, injunctive relief, or other equitable remedies, or that may otherwise limit the enforceability of certain provisions of the Transaction Documents, including provisions relating to waivers of rights, waivers of defenses, consents to jurisdiction, waivers of jury trial, setoff provisions, acceleration provisions, late payment charges, default interest, or provisions purporting to establish evidentiary standards.

6.2 Choice of Law Qualification

We express no opinion as to the enforceability of any choice-of-law, choice-of-forum, or consent-to-jurisdiction provision contained in the Transaction Documents to the extent that the validity, binding effect, or enforceability of any Transaction Document may be determined to be governed by the laws of a jurisdiction other than the State of New York or, where applicable, the State of Delaware, and we note that courts may decline to give effect to such provisions under certain circumstances. We do note, however, that the Amended and Restated Certificate of Incorporation, the Certificate of Designations, and certain provisions of the Stockholders' Agreement relating to the internal governance of the Company are governed by the General Corporation Law of the State of Delaware, and our enforceability opinion with respect to such documents is rendered under, and limited to, the General Corporation Law of the State of Delaware.

6.3 Usury and Rate Limitations

We express no opinion regarding compliance with applicable usury or interest rate limitation laws, whether under the laws of the State of New York, the federal laws of the United States, or the laws of any other jurisdiction, or as to the effect that any applicable usury or interest rate limitation law may have on the enforceability of any interest rate, default interest, late charge, prepayment premium, or other monetary provision in the Transaction Documents.

7. Limitations

7.1 Laws Covered

The opinions expressed herein are limited solely to the following laws as in effect on the date hereof:

(a) the laws of the State of New York (excluding the tax laws thereof);

(b) the federal laws of the United States of America (excluding the tax, securities, and other laws specifically excepted in Section 7.5 below);

(c) the General Corporation Law of the State of Delaware (solely with respect to the opinions expressed herein regarding the due incorporation, valid existence, good standing, corporate power, and authorization of the Company and of Stonefield Last Mile Inc., and the enforceability of the Amended Charter, the Certificate of Designations, and certain provisions of the Stockholders' Agreement governed thereby); and

(d) the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (solely with respect to the opinions expressed herein regarding the due formation, valid existence, and authorization of Stonefield Logistics Holdings LLC).

We expressly disclaim any opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of Texas. Notwithstanding that certain of the Guarantors — specifically, Stonefield Freight Services LLC and Stonefield Warehousing LLC — are organized under the laws of the State of Texas, we have not reviewed Texas law in connection with this opinion letter. Our opinions regarding the due organization and good standing of Stonefield Freight Services LLC and Stonefield Warehousing LLC are based solely upon our review of certificates of good standing issued by the Texas Secretary of State dated within ten business days of the date hereof, and we have assumed, without independent verification, that such entities are duly organized, validly existing, and in good standing under the Texas Business Organizations Code. We recommend that the addressees obtain a separate opinion from Texas counsel to the extent they require assurance regarding matters governed by the laws of the State of Texas.

7.2 Knowledge Qualification

Certain of the opinions expressed herein, including, without limitation, the opinions set forth in Sections 5.6(c) and 5.9 above, are qualified by the phrase "to our knowledge" or words of similar import. As used herein, the phrase "to our knowledge" refers exclusively to the actual, current, conscious knowledge of Nathaniel Bower (the responsible partner for this matter), Nathan Ikeda (lead associate), and Gabrielle Moss (working associate), the attorneys at Calderwood & Harkness LLP who have given substantive legal attention to this matter. Such phrase does not include constructive knowledge, imputed knowledge, or knowledge that might be obtained through inquiry of other attorneys or personnel at our Firm who have not participated in this engagement. We have not undertaken any independent investigation or inquiry (including, without limitation, any searches of court dockets, regulatory filings, or public records) beyond our review of the Transaction Documents, the certificates delivered to us in connection herewith, and the other documents and records described in Sections 2 and 3 above.

7.3 Date Limitation

The opinions expressed herein are given as of the date hereof only, and we speak as of no other date. We have no obligation, and we expressly disclaim any obligation, to update, revise, or supplement this opinion letter to reflect any changes in applicable law, any changes in the facts or circumstances upon which this opinion letter is based, or any events or developments occurring after the date hereof, whether or not such changes, events, or developments come to our attention. The addressees should be aware that changes in law, regulation, or facts occurring after the date hereof could affect the opinions expressed herein, and we assume no responsibility for advising the addressees of any such changes.

7.4 Reliance Limitation

This opinion letter is rendered solely for the benefit of the addressees hereof, being (i) Pinnacle National Bank, N.A., solely in its capacity as Administrative Agent and Collateral Agent under the Amended Credit Agreement, and (ii) Belvedere Credit Opportunities Fund LP, solely in its capacity as Administrative Agent, Collateral Agent, and Initial Lender under the Super-Priority Credit Agreement. At the discretion of each addressee, this opinion letter may be shared with and relied upon by their respective successors and permitted assigns under the applicable credit agreements, and by the Lenders from time to time party to the Amended Credit Agreement, in each case solely in connection with the Restructuring Transactions and the Transaction Documents.

This opinion letter may not be relied upon by any other person or entity, or for any purpose other than the purpose for which it is specifically rendered, without our prior written consent. No copies of this opinion letter may be furnished to any person or entity other than as expressly permitted herein without our prior written consent, except that copies may be furnished to regulatory authorities having jurisdiction over the addressees if required by applicable law or regulation, provided that such disclosure shall not constitute a waiver of any privilege or protection applicable to this opinion letter.

7.5 No Opinion on Certain Matters

Without limiting the generality of the foregoing, we express no opinion on the following matters:

(a) Tax Matters. We express no opinion regarding any federal, state, local, or foreign tax consequences of the Restructuring Transactions, including, without limitation, issues relating to cancellation of debt ("COD") income, the application of Section 108 of the Internal Revenue Code, or the potential limitation of net operating loss carryforwards under Section 382 of the Internal Revenue Code as a result of any ownership change that may occur in connection with the Restructuring Transactions. We note that a separate tax memorandum addressing COD income and Section 382 issues was prepared by Sylvia Hartwell, Specialist Partner, Tax Group, Calderwood & Harkness LLP, dated September 15, 2023, and delivered to the Company; the addressees should refer to that memorandum for analysis of such matters.

(b) Securities Law Compliance. We express no opinion regarding compliance with any federal or state securities laws, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, or any state "blue sky" laws, in connection with the offer, sale, exchange, or issuance of any securities of the Company, including the common stock and Series A Preferred Stock issued pursuant to the Exchange Agreement.

(c) ERISA Matters. We express no opinion regarding compliance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the regulations promulgated thereunder, including any issues relating to "prohibited transactions" within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

(d) Environmental Laws. We express no opinion regarding compliance with any federal, state, or local environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), or any analogous state laws.

(e) Regulatory Approvals or Licenses. We express no opinion regarding any regulatory approvals, licenses, permits, or authorizations specific to the transportation and logistics industry, including those required by the Federal Motor Carrier Safety Administration, the U.S. Department of Transportation, or any state or local transportation regulatory authority.

(f) Anti-Money Laundering, Sanctions, and Anti-Corruption Laws. We express no opinion regarding compliance with any anti-money laundering laws (including the Bank Secrecy Act), the regulations and sanctions programs administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, the Foreign Corrupt Practices Act of 1977, or any similar or analogous laws or regulations.

(g) intellectual Property Matters. We express no opinion regarding any patent, trademark, copyright, trade secret, or other intellectual property matters.

(h) Priority of Liens. We express no opinion regarding the priority of any liens or security interests, except to the extent expressly stated in Section 5.8 above with respect to the creation (but not perfection or priority) of security interests under Article 9 of the NYUCC.

8. Closing

This opinion letter is governed by, and is to be interpreted in accordance with, the Legal Opinion Accord of the ABA Section of Business Law (2022). As a consequence, this opinion letter is subject to a number of qualifications, exceptions, definitions, limitations on coverage, and other limitations, all as more particularly described in the Accord, and this opinion letter should be read in conjunction therewith.

We consent to the filing of this opinion letter as an exhibit to the closing binder for the Restructuring Transactions. Except as expressly stated herein, no other use, filing, or disclosure of this opinion letter is authorized.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower, Partner Bankruptcy & Restructuring Group Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022

cc: Marcus Delano, Chief Executive Officer, Stonefield Logistics Group Inc. Priya Sundaram, Chief Financial Officer, Stonefield Logistics Group Inc. Howard Kessler, General Counsel and Secretary, Stonefield Logistics Group Inc.

CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, New York 10022
Telephone: (212) 455-7200 Facsimile: (212) 455-7201
December 19, 2023
Pinnacle National Bank, N.A. as Administrative Agent and Collateral Agent under the Amended and Restated First Lien Credit Agreement dated as of December 1, 2023 200 Liberty Street New York, New York 10281
Attention: Daniel Wexford, Managing Director, Loan Restructuring Group
Belvedere Credit Opportunities Fund LP as Administrative Agent, Collateral Agent, and Initial Lender under the Super-Priority Credit Agreement dated as of November 17, 2023 450 Lexington Avenue, 30th Floor New York, New York 10017
Attention: Christopher Hartigan, Managing Partner
Re: Restructuring Transactions of Stonefield Logistics Group Inc. — Legal Opinion
Ladies and Gentlemen:
1. Introduction and Engagement Context
Calderwood & Harkness LLP ("we," "us," or "our Firm") has acted as restructuring counsel to Stonefield Logistics Group Inc., a Delaware corporation (the "Company" or "Borrower"), employer identification number 83-2457109, Delaware Secretary of State file number 6341872, in connection with the consensual out-of-court restructuring transactions described herein (collectively, the "Restructuring Transactions"). We have been engaged by the Company in this capacity since May 2023, and have been intimately involved in the negotiation, documentation, and consummation of all aspects of the Restructuring Transactions.
This opinion letter is delivered pursuant to (i) Section 4.01(e) of the Amended and Restated First Lien Credit Agreement dated as of December 1, 2023, among the Company, the Guarantors party thereto, Pinnacle National Bank, N.A. as Administrative Agent and Collateral Agent, and the Lenders party thereto (the "Amended Credit Agreement"), and (ii) Section 4.01(f) of the Super-Priority Credit Agreement dated as of November 17, 2023, among the Company, the Guarantors party thereto, and Belvedere Credit Opportunities Fund LP as Administrative Agent, Collateral Agent, and Initial Lender (the "Super-Priority Credit Agreement"). Each of the Amended Credit Agreement and the Super-Priority Credit Agreement requires, as a condition precedent to effectiveness, the delivery of a legal opinion from counsel to the Company and the Guarantors, and this opinion letter is intended to satisfy such requirements.
This opinion letter is issued in connection with Calderwood & Harkness LLP Matter No. 1012-00002.
2. Transaction Documents Examined
In connection with the preparation of this opinion letter, we have examined executed originals or copies certified or otherwise identified to our satisfaction of the following documents (collectively, the "Transaction Documents"):
1.  Amended and Restated First Lien Credit Agreement — dated as of December 1, 2023, among the Company, the Guarantors party thereto, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto (the "Amended Credit Agreement"), which amends and restates in its entirety the original First Lien Credit Agreement dated as of December 15, 2017, among substantially the same parties.
2.  Amendment No. 1 to First Lien Credit Agreement — the cover agreement dated as of December 1, 2023, effectuating the amendment and restatement of the original First Lien Credit Agreement dated as of December 15, 2017, including all schedules and exhibits attached thereto (the "Amendment No. 1").
3.  Super-Priority Credit Agreement — dated as of November 17, 2023, among the Company, the Guarantors party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender (the "Super-Priority Credit Agreement"), providing for a super-priority first-out term loan facility in an aggregate principal amount of $55,000,000 (consisting of $45,000,000 in term loans funded at closing and $10,000,000 in delayed-draw term loan commitments available for a period of six months following the closing date, subject to the satisfaction of certain conditions precedent set forth therein).
4.  Super-Priority Guaranty Agreement — dated as of November 17, 2023, by Stonefield Logistics Holdings LLC, a Delaware limited liability company, Stonefield Freight Services LLC, a Texas limited liability company, Stonefield Last Mile Inc., a Delaware corporation, and Stonefield Warehousing LLC, a Texas limited liability company (each, a "Guarantor" and collectively, the "Guarantors"), in favor of Belvedere Credit Opportunities Fund LP, as Collateral Agent (the "Super-Priority Guaranty Agreement").
5.  Super-Priority Pledge and Security Agreement — dated as of November 17, 2023, by the Company and each of the Guarantors, in favor of Belvedere Credit Opportunities Fund LP, as Collateral Agent (the "Super-Priority Pledge and Security Agreement"), granting a first-priority security interest in substantially all assets of the Company and the Guarantors, subject to the lien priority established in the Amended and Restated Intercreditor Agreement (as defined below).
6.  Amended and Restated Intercreditor Agreement — dated as of November 10, 2023, among Belvedere Credit Opportunities Fund LP (in its capacity as the Super-Priority Agent), Pinnacle National Bank, N.A. (in its capacity as the First Lien Agent), and the Company, establishing the super-priority first-out / first lien second-out lien priority waterfall with respect to the shared collateral (the "Intercreditor Agreement").
7.  Exchange Agreement — dated as of December 8, 2023, among the Company and the exchanging holders (the "Exchanging Holders") of the Company's 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP 861537 AA 2) (the "Mezzanine Notes"), providing for the exchange and equitization of $140,000,000 in aggregate principal amount of Mezzanine Notes (together with the waiver of $8,100,000 in accrued and unpaid payment-in-kind interest thereon) in exchange for (x) shares of the Company's newly designated Series A Preferred Stock, par value $0.001 per share, having an aggregate liquidation preference of $35,000,000 and bearing a 10.00% payment-in-kind dividend, and (y) shares of common stock of the Company, par value $0.001 per share, representing in the aggregate 47.5% of the pro forma common equity of the Company on a fully diluted basis (the "Exchange Agreement").
8.  First Supplemental Indenture — dated as of December 8, 2023, to the Indenture dated as of December 15, 2017 (the "Mezzanine Indenture"), among the Company, as Issuer, and Continental Fiduciary Trust Company, as Trustee (the "Trustee"), effectuating certain exit consent amendments to the Mezzanine Indenture, including the elimination of substantially all restrictive covenants, certain events of default, and related provisions (the "First Supplemental Indenture").
9.  Amended and Restated Certificate of Incorporation of Stonefield Logistics Group Inc. — dated December 12, 2023, as filed with the Secretary of State of the State of Delaware, superseding all prior versions of the Company's certificate of incorporation (the "Amended Charter").
10.  Certificate of Designations of Series A Preferred Stock of Stonefield Logistics Group Inc. — dated December 12, 2023, as filed with the Secretary of State of the State of Delaware, establishing the terms, rights, preferences, and privileges of the Company's Series A Preferred Stock, including an aggregate liquidation preference of $35,000,000 and a 10.00% payment-in-kind dividend rate, compounding quarterly (the "Certificate of Designations").
11.  Amended and Restated Stockholders' Agreement — dated as of December 12, 2023, among the Company, Ridgeline Capital Partners Fund III, L.P. (the Company's existing controlling stockholder), and the mezzanine equitization recipients who received common equity and Series A Preferred Stock in connection with the Exchange Agreement (the "Stockholders' Agreement").
12.  Registration Rights Agreement — dated as of December 12, 2023, among the Company and the stockholders identified on the signature pages thereto (the "Registration Rights Agreement").
13.  Board Resolutions — resolutions of the Board of Directors of the Company (a) dated June 29, 2023, approving entry into the Restructuring Support Agreement and authorizing the Company's officers to negotiate and execute definitive documentation in furtherance of the Restructuring Transactions, and (b) dated December 11, 2023, authorizing the execution, delivery, and performance of all definitive Transaction Documents and the consummation of the Restructuring Transactions, including the filing of the Amended Charter and Certificate of Designations with the Secretary of State of the State of Delaware (collectively, the "Board Resolutions").
14.  Officer's Certificate — dated December 19, 2023, executed by Priya Sundaram, Chief Financial Officer of the Company, certifying certain factual matters, including representations as to the accuracy of financial information, the absence of material adverse changes, and the absence of pending or threatened litigation that could materially impair the Company's ability to consummate the Restructuring Transactions (the "Officer's Certificate").
15.  Secretary's Certificate — dated December 19, 2023, executed by Howard Kessler, General Counsel and Secretary of the Company, certifying incumbency of the officers authorized to execute the Transaction Documents, and attaching certified copies of the Board Resolutions, the Amended Charter, and the bylaws of the Company (the "Secretary's Certificate").
Items 1 through 15 listed above are referred to herein collectively as the "Transaction Documents."
3. Other Documents and Records Examined
In addition to the Transaction Documents, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, instruments, certificates, and records:
(a) The Certificate of Incorporation of Stonefield Logistics Group Inc. (as amended through December 12, 2023), certified by the Secretary of State of the State of Delaware;
(b) A Certificate of Good Standing for the Company issued by the Secretary of State of the State of Delaware, dated on or about December 18, 2023;
(c) The certificates of formation or certificates of organization, as applicable, of each Guarantor, specifically: (i) Stonefield Logistics Holdings LLC, a Delaware limited liability company; (ii) Stonefield Freight Services LLC, a Texas limited liability company; (iii) Stonefield Last Mile Inc., a Delaware corporation; and (iv) Stonefield Warehousing LLC, a Texas limited liability company;
(d) Certificates of good standing for each Guarantor issued by the Secretary of State (or equivalent authority) of its respective jurisdiction of organization, each dated within ten business days of the date hereof;
(e) The Bylaws of the Company, as amended and in effect as of the date hereof;
(f) The operating agreements or bylaws, as applicable, of each Guarantor, each as currently in effect;
(g) The Restructuring Support Agreement dated as of June 30, 2023, among the Company, the Guarantors, and the consenting creditors party thereto, together with all joinders thereto executed through July 21, 2023 (the "RSA");
(h) The Consent Solicitation Statement dated October 6, 2023, distributed to holders of the Mezzanine Notes in connection with the solicitation of consents to the exit consent amendments effected by the First Supplemental Indenture;
(i) The original First Lien Credit Agreement dated as of December 15, 2017, among the Company, the guarantors party thereto, Pinnacle National Bank, N.A. as Administrative Agent and Collateral Agent, and the lenders party thereto (the "Original First Lien Credit Agreement");
(j) The original Indenture dated as of December 15, 2017, among the Company, as Issuer, and Continental Fiduciary Trust Company, as Trustee, governing the Mezzanine Notes (the "Mezzanine Indenture");
(k) Results of Uniform Commercial Code lien searches conducted in (i) the State of Delaware, Office of the Secretary of State, and (ii) the State of Texas, Office of the Secretary of State, each covering the Company and each Guarantor, conducted on or about December 15, 2023; and
(l) Such other certificates, documents, corporate records, and instruments as we have deemed necessary or appropriate as a basis for the opinions expressed herein.
In rendering the opinions set forth herein, we have also relied upon the representations and warranties of the Company and the Guarantors contained in the Transaction Documents and in the Officer's Certificate and Secretary's Certificate, each dated December 19, 2023, to the extent such representations and warranties are relevant to the opinions expressed herein.
4. Assumptions
In rendering the opinions set forth herein, we have assumed, without independent investigation or verification, each of the following:
(a) All documents submitted to us as originals are authentic, complete, and in full force and effect. All documents submitted to us as copies conform in all respects to the originals thereof, and all originals are authentic.
(b) All signatures on the Transaction Documents and all other documents reviewed by us are genuine, and each individual whose signature appears on such documents was authorized to sign such documents.
(c) Each natural person executing any Transaction Document or any other document reviewed by us had, at the time of such execution, the legal capacity to do so.
(d) Each party to the Transaction Documents (other than the Company and the Guarantors, as to which we opine below) is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization, and has all requisite corporate, limited liability company, limited partnership, or other organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party.
(e) The Transaction Documents have been duly authorized, executed, and delivered by each party thereto (other than the Company and the Guarantors, as to which we opine below), and the execution, delivery, and performance thereof by such parties do not violate or conflict with any law, regulation, order, agreement, or organizational document applicable to or binding on such parties.
(f) Each Transaction Document constitutes the legal, valid, and binding obligation of each party thereto (other than the Company and the Guarantors, as to which we opine below), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws and general equitable principles.
(g) The consent solicitation with respect to the Mezzanine Notes and the exchange offer conducted pursuant to the Exchange Agreement were conducted in compliance with all applicable federal and state securities laws, including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(h) The consideration described in the Transaction Documents has been or will be duly delivered and received as contemplated therein, and all conditions precedent to the effectiveness of the Transaction Documents that are required to be satisfied on or prior to the date hereof have been satisfied or waived in accordance with the terms thereof.
(i) The factual representations and warranties of the Company and the Guarantors set forth in the Transaction Documents, and in the Officer's Certificate dated December 19, 2023, executed by Priya Sundaram, Chief Financial Officer, are true, correct, and complete in all material respects as of the date hereof, and no event has occurred since the date of such representations that would render them untrue or incomplete in any material respect.
We have made no independent investigation of the foregoing assumptions and express no opinion with respect thereto.
5. Opinions
Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Sections 6 and 7 below, we are of the opinion that:
5.1 Due Organization and Good Standing
(a) The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company's principal executive offices are located at 4200 Commerce Street, Suite 1500, Dallas, Texas 75201. The Company's registered agent in the State of Delaware is Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801.
(b) Each Guarantor is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of organization, as follows:
(i) Stonefield Logistics Holdings LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware;
(ii) Stonefield Freight Services LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Texas;
(iii) Stonefield Last Mile Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware; and
(iv) Stonefield Warehousing LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Texas.
With respect to the opinions expressed in clauses (b)(ii) and (b)(iv) above regarding the due formation and good standing of Stonefield Freight Services LLC and Stonefield Warehousing LLC under the laws of the State of Texas, such opinions are based solely upon our review of certificates of good standing issued by the Texas Secretary of State, and we have assumed, without independent verification, that such entities are duly organized and in good standing under Texas law, as further described in Section 7.1 below.
5.2 Corporate Power and Authority
(a) The Company has the corporate power and authority under the General Corporation Law of the State of Delaware and under its Amended and Restated Certificate of Incorporation and bylaws to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Amended Credit Agreement, the Super-Priority Credit Agreement (as guarantor), the Exchange Agreement, the Stockholders' Agreement, and the Registration Rights Agreement.
(b) Each Guarantor has the organizational power and authority under the laws of its respective jurisdiction of organization and under its respective organizational documents to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Super-Priority Guaranty Agreement and the Super-Priority Pledge and Security Agreement.
(c) The Company has the corporate power and authority to own and operate its properties and assets and to conduct its business as presently conducted, which business consists principally of freight brokerage, last-mile delivery, and warehousing services operated across approximately 26 terminals in 14 states throughout the United States.
5.3 Due Authorization
(a) The execution, delivery, and performance by the Company of each Transaction Document to which it is a party, and the consummation by the Company of the Restructuring Transactions, have been duly authorized by all necessary corporate action on the part of the Company, including the following:
(i) The Board of Directors of the Company, by resolutions duly adopted at a meeting held on June 29, 2023, at which a quorum was present and acting throughout, approved the entry by the Company into the Restructuring Support Agreement and the proposed restructuring transactions contemplated thereby, and authorized each of Marcus Delano (Chief Executive Officer), Priya Sundaram (Chief Financial Officer), and Howard Kessler (General Counsel and Secretary) to negotiate and execute definitive documentation in furtherance of the Restructuring Transactions, in substantially the forms presented to the Board of Directors or as otherwise approved by any such officer in his or her reasonable business judgment.
(ii) The Board of Directors of the Company, by resolutions duly adopted by unanimous written consent effective as of December 11, 2023, authorized the execution, delivery, and performance of all definitive Transaction Documents (in substantially the forms presented to the Board of Directors or with such changes as any authorized officer may approve) and the consummation of the Restructuring Transactions in all respects, including the filing of the Amended and Restated Certificate of Incorporation and the Certificate of Designations of Series A Preferred Stock with the Secretary of State of the State of Delaware, the incurrence of indebtedness under the Super-Priority Credit Agreement, the amendment and restatement of the Original First Lien Credit Agreement, the equitization of the Mezzanine Notes, and the issuance of Series A Preferred Stock and common stock in connection therewith.
(b) No approval or vote of stockholders of the Company is required in connection with the Restructuring Transactions. We note for informational purposes that, on a pro forma basis following consummation of the Restructuring Transactions, the outstanding common equity of the Company is held as follows: Ridgeline Capital Partners Fund III, L.P. holds approximately 47.5% of the pro forma common equity; the mezzanine equitization recipients (being the Exchanging Holders who participated in the Exchange Agreement) hold approximately 47.5% of the pro forma common equity; and management of the Company holds approximately 5.0% of the pro forma common equity pursuant to the management incentive plan approved in connection with the Restructuring Transactions. The authorization of the Restructuring Transactions by the Board of Directors without stockholder approval was permissible under Section 242 of the General Corporation Law of the State of Delaware and the Company's organizational documents, inasmuch as the Amended Charter was approved by the holders of the outstanding shares of common stock entitled to vote thereon in accordance with applicable Delaware law.
(c) The execution, delivery, and performance by each Guarantor of each Transaction Document to which it is a party, including, without limitation, the Super-Priority Guaranty Agreement and the Super-Priority Pledge and Security Agreement, have been duly authorized by all necessary limited liability company or corporate action on the part of such Guarantor, as applicable, in accordance with the organizational documents of such Guarantor and applicable law.
5.4 Execution and Delivery
(a) Each Transaction Document to which the Company is a party has been duly executed and delivered by the Company by officers duly authorized to execute and deliver such Transaction Documents.
(b) Each Transaction Document to which any Guarantor is a party has been duly executed and delivered by such Guarantor by officers or authorized persons duly authorized to execute and deliver such Transaction Documents on behalf of such Guarantor.
(c) In rendering the opinions set forth in clauses (a) and (b) above, we have relied upon the Secretary's Certificate dated December 19, 2023, executed by Howard Kessler, General Counsel and Secretary of the Company, certifying the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Company and, to the extent set forth therein, on behalf of each Guarantor.
5.5 Enforceability.  
(a) Each Transaction Document to which the Company is a party constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms.
(b) Each Transaction Document to which any Guarantor is a party constitutes the legal, valid, and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms.
(c) The opinions expressed in clauses (a) and (b) above are subject in each case to the qualifications and exceptions set forth in Section 6 below, including the customary enforceability exceptions described in Section 6.1 hereof.
(d) All Transaction Documents (other than the Amended and Restated Certificate of Incorporation, the Certificate of Designations, and certain governance-related provisions of the Stockholders' Agreement, each of which is governed by the laws of the State of Delaware, including the General Corporation Law of the State of Delaware) are expressed to be governed by, and construed in accordance with, the laws of the State of New York. With respect to the Amended Charter, the Certificate of Designations, and Delaware law governance provisions of the Stockholders' Agreement, we express our enforceability opinion solely to the extent that such documents are governed by the General Corporation Law of the State of Delaware, and we express no opinion as to other aspects of Delaware law.
5.6 No Conflicts
The execution, delivery, and performance by the Company and each Guarantor of the Transaction Documents to which they are respectively parties, and the consummation of the Restructuring Transactions, do not and will not:
(a) violate, conflict with, or result in a breach of, any provision of the Amended and Restated Certificate of Incorporation, the Certificate of Designations of Series A Preferred Stock, or the bylaws of the Company, or the certificate of formation, certificate of incorporation, operating agreement, bylaws, or other organizational documents of any Guarantor;
(b) violate any law, statute, rule, or regulation of the State of New York or the federal laws of the United States of America that, in our experience, is normally applicable to transactions of the type contemplated by the Transaction Documents, in each case as in effect on the date hereof (subject to the limitations as to the laws covered set forth in Section 7.1 below);
(c) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or require any consent or waiver under, any material agreement, contract, indenture, mortgage, deed of trust, loan agreement, or other instrument to which the Company or any Guarantor is a party or by which any of their respective properties or assets are bound, to our knowledge (as defined in Section 7.2 below) after review of the Transaction Documents and the schedules and disclosure letters delivered in connection therewith; or
(d) result in the creation or imposition of any lien, charge, pledge, security interest, or encumbrance upon any property or assets of the Company or any Guarantor, other than (i) liens created under the Super-Priority Pledge and Security Agreement in favor of Belvedere Credit Opportunities Fund LP as Collateral Agent, and (ii) liens existing under or permitted by the Amended Credit Agreement in favor of Pinnacle National Bank, N.A. as Collateral Agent, in each case as described in the Transaction Documents and subject to the Intercreditor Agreement.
5.7 No Required Governmental Approvals
No consent, approval, authorization, order, license, permit, registration, qualification, designation, declaration, or filing with any governmental authority, agency, or instrumentality of the State of New York or under the federal laws of the United States of America is required for the execution, delivery, or performance by the Company or any Guarantor of the Transaction Documents to which it is a party, or for the consummation of the Restructuring Transactions, except:
(a) the filing of the Amended and Restated Certificate of Incorporation and the Certificate of Designations of Series A Preferred Stock with the Secretary of State of the State of Delaware (which filings were duly made and accepted for filing as of December 12, 2023);
(b) the filing of Uniform Commercial Code financing statements in appropriate filing offices in the State of Delaware, the State of Texas, and such other jurisdictions as may be required to perfect the security interests contemplated by the Super-Priority Pledge and Security Agreement and the Amended Credit Agreement (which filings, we understand from the Officer's Certificate and from our communications with the Collateral Agents, have been or will be timely made); and
(c) such other filings, consents, approvals, authorizations, or qualifications as have already been obtained, made, or effected on or prior to the date hereof.
5.8 Security Interest (Limited Opinion)
(a) The Super-Priority Pledge and Security Agreement creates in favor of Belvedere Credit Opportunities Fund LP, as Collateral Agent, a valid security interest (within the meaning of Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "NYUCC")) in those items of collateral described in the Super-Priority Pledge and Security Agreement in which a security interest may be created under Article 9 of the NYUCC (the "Article 9 Collateral"). We note that the perfection of such security interest with respect to the Article 9 Collateral requires, among other things, the filing of UCC financing statements naming the Company and each Guarantor as debtors in the appropriate filing offices, and we express no opinion as to whether such financing statements have been or will be filed or as to the adequacy or sufficiency of any such filings for purposes of perfection. We further express no opinion as to security interests in any collateral that is not Article 9 Collateral, including, without limitation, real property, deposit accounts (to the extent perfection requires control), letter-of-credit rights (to the extent perfection requires control), electronic chattel paper, or intellectual property (to the extent governed by federal law).
(b) The security interests described in the Amended Credit Agreement in favor of Pinnacle National Bank, N.A., as Collateral Agent, continue in full force and effect as of the date hereof, as modified by the terms and conditions of the Amended and Restated Intercreditor Agreement. We have not undertaken an independent analysis of the perfection or priority of such existing security interests, and we express no opinion thereon except to the extent expressly stated in this Section 5.8.
5.9 No Litigation
Based solely upon our review of the Officer's Certificate of Priya Sundaram dated December 19, 2023, and our inquiry of Howard Kessler, General Counsel and Secretary of the Company, and without any independent investigation, to our knowledge there is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the actual knowledge of the persons referenced above, threatened against the Company or any Guarantor before any court, governmental authority, arbitral tribunal, or other body that would reasonably be expected to materially and adversely affect the ability of the Company or any Guarantor to perform its obligations under the Transaction Documents or to consummate the Restructuring Transactions.
6. Qualifications and Exceptions
The opinions expressed in Section 5 above are subject to the following qualifications and exceptions:
6.1 Standard Enforceability Exceptions
The enforceability opinions set forth in Section 5.5 above are subject to and limited by:
(a) the effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights and remedies generally, including, without limitation, Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") and any state law equivalents;
(b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), including, without limitation, principles of commercial reasonableness, good faith, fair dealing, and the possible unavailability of specific performance or injunctive relief, and principles governing the exercise of judicial discretion with respect to the granting of any particular remedy;
(c) the possible unenforceability of provisions in the Transaction Documents that purport to provide for indemnification or contribution to the extent that such provisions may be held to be unenforceable as contrary to public policy, including provisions requiring indemnification of a party for its own negligence, willful misconduct, or violations of federal or state securities laws; and
(d) the effect of applicable court decisions and statutory provisions that may limit the availability of specific performance, injunctive relief, or other equitable remedies, or that may otherwise limit the enforceability of certain provisions of the Transaction Documents, including provisions relating to waivers of rights, waivers of defenses, consents to jurisdiction, waivers of jury trial, setoff provisions, acceleration provisions, late payment charges, default interest, or provisions purporting to establish evidentiary standards.
6.2 Choice of Law Qualification
We express no opinion as to the enforceability of any choice-of-law, choice-of-forum, or consent-to-jurisdiction provision contained in the Transaction Documents to the extent that the validity, binding effect, or enforceability of any Transaction Document may be determined to be governed by the laws of a jurisdiction other than the State of New York or, where applicable, the State of Delaware, and we note that courts may decline to give effect to such provisions under certain circumstances. We do note, however, that the Amended and Restated Certificate of Incorporation, the Certificate of Designations, and certain provisions of the Stockholders' Agreement relating to the internal governance of the Company are governed by the General Corporation Law of the State of Delaware, and our enforceability opinion with respect to such documents is rendered under, and limited to, the General Corporation Law of the State of Delaware.
6.3 Usury and Rate Limitations
We express no opinion regarding compliance with applicable usury or interest rate limitation laws, whether under the laws of the State of New York, the federal laws of the United States, or the laws of any other jurisdiction, or as to the effect that any applicable usury or interest rate limitation law may have on the enforceability of any interest rate, default interest, late charge, prepayment premium, or other monetary provision in the Transaction Documents.
7. Limitations
7.1 Laws Covered
The opinions expressed herein are limited solely to the following laws as in effect on the date hereof:
(a) the laws of the State of New York (excluding the tax laws thereof);
(b) the federal laws of the United States of America (excluding the tax, securities, and other laws specifically excepted in Section 7.5 below);
(c) the General Corporation Law of the State of Delaware (solely with respect to the opinions expressed herein regarding the due incorporation, valid existence, good standing, corporate power, and authorization of the Company and of Stonefield Last Mile Inc., and the enforceability of the Amended Charter, the Certificate of Designations, and certain provisions of the Stockholders' Agreement governed thereby); and
(d) the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (solely with respect to the opinions expressed herein regarding the due formation, valid existence, and authorization of Stonefield Logistics Holdings LLC).
We expressly disclaim any opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of Texas. Notwithstanding that certain of the Guarantors — specifically, Stonefield Freight Services LLC and Stonefield Warehousing LLC — are organized under the laws of the State of Texas, we have not reviewed Texas law in connection with this opinion letter. Our opinions regarding the due organization and good standing of Stonefield Freight Services LLC and Stonefield Warehousing LLC are based solely upon our review of certificates of good standing issued by the Texas Secretary of State dated within ten business days of the date hereof, and we have assumed, without independent verification, that such entities are duly organized, validly existing, and in good standing under the Texas Business Organizations Code. We recommend that the addressees obtain a separate opinion from Texas counsel to the extent they require assurance regarding matters governed by the laws of the State of Texas.
7.2 Knowledge Qualification
Certain of the opinions expressed herein, including, without limitation, the opinions set forth in Sections 5.6(c) and 5.9 above, are qualified by the phrase "to our knowledge" or words of similar import. As used herein, the phrase "to our knowledge" refers exclusively to the actual, current, conscious knowledge of Nathaniel Bower (the responsible partner for this matter), Nathan Ikeda (lead associate), and Gabrielle Moss (working associate), the attorneys at Calderwood & Harkness LLP who have given substantive legal attention to this matter. Such phrase does not include constructive knowledge, imputed knowledge, or knowledge that might be obtained through inquiry of other attorneys or personnel at our Firm who have not participated in this engagement. We have not undertaken any independent investigation or inquiry (including, without limitation, any searches of court dockets, regulatory filings, or public records) beyond our review of the Transaction Documents, the certificates delivered to us in connection herewith, and the other documents and records described in Sections 2 and 3 above.
7.3 Date Limitation
The opinions expressed herein are given as of the date hereof only, and we speak as of no other date. We have no obligation, and we expressly disclaim any obligation, to update, revise, or supplement this opinion letter to reflect any changes in applicable law, any changes in the facts or circumstances upon which this opinion letter is based, or any events or developments occurring after the date hereof, whether or not such changes, events, or developments come to our attention. The addressees should be aware that changes in law, regulation, or facts occurring after the date hereof could affect the opinions expressed herein, and we assume no responsibility for advising the addressees of any such changes.
7.4 Reliance Limitation
This opinion letter is rendered solely for the benefit of the addressees hereof, being (i) Pinnacle National Bank, N.A., solely in its capacity as Administrative Agent and Collateral Agent under the Amended Credit Agreement, and (ii) Belvedere Credit Opportunities Fund LP, solely in its capacity as Administrative Agent, Collateral Agent, and Initial Lender under the Super-Priority Credit Agreement. At the discretion of each addressee, this opinion letter may be shared with and relied upon by their respective successors and permitted assigns under the applicable credit agreements, and by the Lenders from time to time party to the Amended Credit Agreement, in each case solely in connection with the Restructuring Transactions and the Transaction Documents.
This opinion letter may not be relied upon by any other person or entity, or for any purpose other than the purpose for which it is specifically rendered, without our prior written consent. No copies of this opinion letter may be furnished to any person or entity other than as expressly permitted herein without our prior written consent, except that copies may be furnished to regulatory authorities having jurisdiction over the addressees if required by applicable law or regulation, provided that such disclosure shall not constitute a waiver of any privilege or protection applicable to this opinion letter.
7.5 No Opinion on Certain Matters
Without limiting the generality of the foregoing, we express no opinion on the following matters:
(a) Tax Matters. We express no opinion regarding any federal, state, local, or foreign tax consequences of the Restructuring Transactions, including, without limitation, issues relating to cancellation of debt ("COD") income, the application of Section 108 of the Internal Revenue Code, or the potential limitation of net operating loss carryforwards under Section 382 of the Internal Revenue Code as a result of any ownership change that may occur in connection with the Restructuring Transactions. We note that a separate tax memorandum addressing COD income and Section 382 issues was prepared by Sylvia Hartwell, Specialist Partner, Tax Group, Calderwood & Harkness LLP, dated September 15, 2023, and delivered to the Company; the addressees should refer to that memorandum for analysis of such matters.
(b) Securities Law Compliance. We express no opinion regarding compliance with any federal or state securities laws, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, or any state "blue sky" laws, in connection with the offer, sale, exchange, or issuance of any securities of the Company, including the common stock and Series A Preferred Stock issued pursuant to the Exchange Agreement.
(c) ERISA Matters. We express no opinion regarding compliance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the regulations promulgated thereunder, including any issues relating to "prohibited transactions" within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code.
(d) Environmental Laws. We express no opinion regarding compliance with any federal, state, or local environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), or any analogous state laws.
(e) Regulatory Approvals or Licenses. We express no opinion regarding any regulatory approvals, licenses, permits, or authorizations specific to the transportation and logistics industry, including those required by the Federal Motor Carrier Safety Administration, the U.S. Department of Transportation, or any state or local transportation regulatory authority.
(f) Anti-Money Laundering, Sanctions, and Anti-Corruption Laws. We express no opinion regarding compliance with any anti-money laundering laws (including the Bank Secrecy Act), the regulations and sanctions programs administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, the Foreign Corrupt Practices Act of 1977, or any similar or analogous laws or regulations.
(g) intellectual Property Matters. We express no opinion regarding any patent, trademark, copyright, trade secret, or other intellectual property matters.
(h) Priority of Liens. We express no opinion regarding the priority of any liens or security interests, except to the extent expressly stated in Section 5.8 above with respect to the creation (but not perfection or priority) of security interests under Article 9 of the NYUCC.
8. Closing
This opinion letter is governed by, and is to be interpreted in accordance with, the Legal Opinion Accord of the ABA Section of Business Law (2022). As a consequence, this opinion letter is subject to a number of qualifications, exceptions, definitions, limitations on coverage, and other limitations, all as more particularly described in the Accord, and this opinion letter should be read in conjunction therewith.
We consent to the filing of this opinion letter as an exhibit to the closing binder for the Restructuring Transactions. Except as expressly stated herein, no other use, filing, or disclosure of this opinion letter is authorized.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower, Partner Bankruptcy & Restructuring Group Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
cc: Marcus Delano, Chief Executive Officer, Stonefield Logistics Group Inc. Priya Sundaram, Chief Financial Officer, Stonefield Logistics Group Inc. Howard Kessler, General Counsel and Secretary, Stonefield Logistics Group Inc.

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