1001-00007 · Client 1001 · Closing

sellers-counsel-legal-opinion.docx DOCUMENT M&A / Corporate

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WHITAKER, POOLE & SIMMS LLP Attorneys at Law

333 Commerce Street, Suite 2800 Nashville, Tennessee 37201

Telephone: (615) 244-8800 Facsimile: (615) 244-8801 www.whitakerpoolesimms.com

April 18, 2025

Ardent Healthcare Holdings Inc. c/o Ardent Capital Management III LLC 599 Lexington Avenue, 34th Floor New York, New York 10022

With a courtesy copy to:

Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, New York 10020

Attention: Beatrice Holloway, Esq.

Re: Closing Bring-Down Legal Opinion — Stock Purchase Agreement dated February 10, 2025, by and among Ardent Healthcare Holdings Inc., MedVance Health Systems, Inc., Crestline Growth Equity Fund II LP, Ryland Family Holdings LLC, and certain Management Stockholders

Ladies and Gentlemen:

We have acted as counsel to MedVance Health Systems, Inc., a Delaware corporation (the "Company"), Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), and the management stockholders identified on the signature pages to the Purchase Agreement (as defined below) (together with Crestline and Ryland Holdings, collectively, the "Selling Stockholders"), in connection with the negotiation, execution, and delivery of that certain Stock Purchase Agreement, dated as of February 10, 2025 (as amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and among Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), the Company, and the Selling Stockholders, relating to the acquisition by the Purchaser of all of the issued and outstanding capital stock of the Company.

This opinion is delivered to you pursuant to Section 7.2(e) of the Purchase Agreement in connection with the closing of the transactions contemplated by the Purchase Agreement (the "Closing") occurring on the date hereof. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Purchase Agreement. The transactions contemplated by the Purchase Agreement, including the sale and transfer of all of the issued and outstanding shares of capital stock of the Company by the Selling Stockholders to the Purchaser, are referred to herein collectively as the "Transactions."

I. Documents Examined

In connection with the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Reviewed Documents"):

(a) The Stock Purchase Agreement, dated as of February 10, 2025, by and among the Purchaser, the Company, and the Selling Stockholders (the "Purchase Agreement").

(b) The Escrow Agreement, dated as of February 12, 2025 (the "Escrow Agreement"), by and among the Purchaser, Marcus Delgado, in his capacity as the Selling Stockholders' Representative (the "Selling Stockholders' Representative"), and Continental Fiduciary Trust Company, a national banking association, as escrow agent (Escrow Account No. CFT-ESC-2025-00327).

(c) Each Ancillary Agreement (as such term is defined in the Purchase Agreement) to which the Company or any Selling Stockholder is a party, including without limitation: (i) the Seller Representative Agreement, dated as of February 10, 2025, between the Selling Stockholders and the Selling Stockholders' Representative; (ii) the Non-Competition Agreements, dated as of the date hereof, between the Purchaser and each of the management stockholders party thereto; and (iii) the Transition Services Agreement, dated as of the date hereof, between the Company and Crestline (the agreements described in clauses (a), (b), and (c), together with each other Ancillary Agreement to which the Company or any Selling Stockholder is a party, are collectively referred to herein as the "Transaction Documents").

(d) The Certificate of Incorporation of MedVance Health Systems, Inc., as originally filed with the Secretary of State of the State of Delaware (DE File No. 4938217), together with all amendments and restatements thereto through and including the date hereof, as certified by the Secretary of State of the State of Delaware as of a recent date (the "Charter").

(e) The Amended and Restated Bylaws of the Company, as amended and in effect on the date hereof, as certified by the Secretary of the Company (the "Bylaws").

(f) Resolutions of the Board of Directors of the Company, adopted by unanimous vote at a duly convened meeting held on February 7, 2025, approving the Purchase Agreement, the Ancillary Agreements, and the Transactions, as certified by the Secretary of the Company as of the date hereof.

(g) Written consents or resolutions of the stockholders of the Company, constituting the requisite vote of all holders of issued and outstanding shares of capital stock of the Company entitled to vote thereon, approving the Purchase Agreement and the Transactions, as certified by the Secretary of the Company as of the date hereof.

(h) The Certificate of Limited Partnership of Crestline Growth Equity Fund II LP, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto, and the Agreement of Limited Partnership of Crestline Growth Equity Fund II LP, to the extent such agreement was made available to us by Crestline.

(i) The Certificate of Formation of Ryland Family Holdings LLC, as filed with the Secretary of State of the State of Tennessee, together with all amendments thereto, and the Operating Agreement of Ryland Family Holdings LLC, as amended and in effect on the date hereof.

(j) Authorizing resolutions or written consents of Crestline Growth Capital GP II LLC, as general partner of Crestline, and the managing member(s) of Ryland Holdings, in each case approving the execution, delivery, and performance of the Purchase Agreement and each Ancillary Agreement to which Crestline or Ryland Holdings, respectively, is a party, and the consummation of the Transactions.

(k) Certificates of good standing (or certificates of existence, as applicable) for the Company issued by (i) the Secretary of State of the State of Delaware, dated April 14, 2025, and (ii) the Secretary of State of the State of Tennessee, dated April 15, 2025, in each case dated within five (5) business days of the date hereof.

(l) Certificates of good standing (or certificates of existence, as applicable) for (i) Crestline, issued by the Secretary of State of the State of Delaware, dated April 14, 2025, and (ii) Ryland Holdings, issued by the Secretary of State of the State of Tennessee, dated April 15, 2025, in each case dated within five (5) business days of the date hereof.

(m) The Officer's Certificate of the Company, executed by Daniel Burch, Chief Executive Officer, and Angela Moretti, Chief Financial Officer, and delivered at the Closing on the date hereof pursuant to Section 7.2(c) of the Purchase Agreement.

(n) The Secretary's Certificate of the Company, executed by Karen Tolliver, Secretary of the Company, and delivered at the Closing on the date hereof pursuant to Section 7.2(d) of the Purchase Agreement.

(o) The payoff letter, dated April 16, 2025, issued by Granton Savings Bank, N.A., with respect to the Company's existing indebtedness under that certain Term Loan Agreement dated as of September 15, 2021, in the original principal amount of $41,300,000, including an estimated payoff amount through the Closing Date and wire transfer instructions for the satisfaction and discharge thereof (the "Payoff Letter").

(p) Such other documents, records, certificates, agreements, instruments, and matters of law as we have deemed necessary or appropriate as a basis for the opinions set forth below.

In addition to the foregoing, we have reviewed such matters of law, conducted such legal research, and made such inquiries of officers and representatives of the Company and the Selling Stockholders, as we have considered necessary or appropriate for purposes of rendering the opinions expressed herein.

II. Assumptions

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

(a) The genuineness of all signatures on all documents examined by us (other than the signatures of the Company and the Selling Stockholders, as to which we have made no such assumption), the legal capacity of all natural persons who have executed documents, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies (whether certified, conformed, photostatic, electronic, or otherwise).

(b) The legal capacity of all natural persons who have executed any of the Transaction Documents or any other documents examined by us in connection with the rendering of this opinion.

(c) That the Purchase Agreement and each Ancillary Agreement to which the Purchaser is a party constitute the legal, valid, and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(d) That the Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Purchase Agreement and each Ancillary Agreement to which it is a party, and to consummate the Transactions.

(e) That each party to the Purchase Agreement and the Ancillary Agreements (other than the Company and the Selling Stockholders) has duly and validly authorized, executed, and delivered each such agreement in accordance with all applicable laws and its organizational or governing documents, and that all conditions precedent to such party's obligations thereunder have been duly satisfied or waived.

(f) That the representations and warranties of the Purchaser contained in Article V of the Purchase Agreement are true and correct in all respects as of the date hereof, as though made on and as of the date hereof (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such earlier date).

(g) That all factual matters set forth in the certificates of officers and representatives of the Company and the Selling Stockholders, upon which we have relied in rendering this opinion, are true, correct, and complete as of the date hereof, and that no material facts have been withheld from us that, if disclosed, would affect the opinions expressed herein.

(h) That the information contained in certificates, reports, and confirmations obtained from public officials and governmental authorities (including the certificates of good standing referenced in Section I(k) and I(l) above) is accurate and complete as of the date hereof, and that no changes have occurred since the respective dates of such certificates that would affect the matters confirmed therein.

We have not independently verified any of the foregoing assumptions and express no opinion with respect thereto. Our opinions are subject to, and may be affected by, matters that would be disclosed upon an independent verification of such assumptions.

III. Opinions

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

Opinion 1 — Due Organization of the Company

MedVance Health Systems, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to do business and is in good standing as a foreign corporation in the State of Tennessee, which is the state in which the Company's principal place of business and headquarters are located.

Limitation: This opinion as to the organizational status and good standing of the Company is limited solely to (i) the Company's status as a domestic corporation organized and existing under the General Corporation Law of the State of Delaware and (ii) the Company's qualification and good standing as a foreign corporation in the State of Tennessee. We express no opinion as to the Company's qualification to do business as a foreign corporation, or its good standing, in any other jurisdiction, including without limitation the States of Alabama, Georgia, Kentucky, or any other jurisdiction in which the Company may conduct business or own or lease property.

Opinion 2 — Due Organization of the Selling Stockholders

(a) Crestline Growth Equity Fund II LP is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon the Certificate of Limited Partnership of Crestline as filed with the Secretary of State of the State of Delaware, the certificate of good standing described in Section I(l)(i) above, and the other organizational documents made available to us.

(b) Ryland Family Holdings LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Tennessee. In rendering this opinion, we have relied upon the Certificate of Formation of Ryland Holdings as filed with the Secretary of State of the State of Tennessee, the certificate of good standing described in Section I(l)(ii) above, and the other organizational documents made available to us.

Limitation: No opinion is expressed in this Opinion 2 with respect to any management stockholder who is a natural person. We have not been asked to, and do not, opine upon the legal capacity or authority of any natural person who is a party to the Purchase Agreement or any Ancillary Agreement.

Opinion 3 — Corporate Power and Authority of the Company

The Company has all requisite corporate power and authority under the General Corporation Law of the State of Delaware and under its Charter and Bylaws to (a) execute and deliver the Purchase Agreement and each Ancillary Agreement to which it is a party, (b) perform its obligations under each such agreement, and (c) consummate the Transactions as contemplated by the Purchase Agreement. The Company possesses all corporate power and authority necessary to own, lease, and operate its properties and assets and to conduct its business as presently conducted, in each case to the extent relevant to the execution, delivery, and performance of the Transaction Documents and the consummation of the Transactions.

Opinion 4 — Authority of the Selling Stockholders

(a) Crestline Growth Equity Fund II LP has all requisite limited partnership power and authority under the Delaware Revised Uniform Limited Partnership Act and under its Certificate of Limited Partnership and Agreement of Limited Partnership, and has taken all limited partnership action necessary (including all required approvals by or on behalf of its general partner, Crestline Growth Capital GP II LLC), to authorize the execution, delivery, and performance of the Purchase Agreement and each Ancillary Agreement to which Crestline is a party, and the consummation of the Transactions contemplated thereby.

(b) Ryland Family Holdings LLC has all requisite limited liability company power and authority under the Tennessee Revised Uniform Limited Liability Company Act and under its Certificate of Formation and Operating Agreement, and has taken all limited liability company action necessary (including all required approvals by its managing member(s)), to authorize the execution, delivery, and performance of the Purchase Agreement and each Ancillary Agreement to which Ryland Holdings is a party, and the consummation of the Transactions contemplated thereby.

Opinion 5 — Due Authorization; Execution and Delivery

The Purchase Agreement and each Ancillary Agreement to which the Company or any Selling Stockholder (other than any management stockholder who is a natural person) is a party have been duly authorized by all requisite corporate, limited partnership, or limited liability company action, as applicable, on the part of the Company and each such Selling Stockholder, respectively, and have been duly executed and delivered by the Company and each such Selling Stockholder. We have reviewed the resolutions and consents described in Section I(f), I(g), and I(j) above and have confirmed that such resolutions and consents were duly adopted or executed in accordance with the organizational and governing documents of the Company, Crestline, and Ryland Holdings, respectively, and remain in full force and effect as of the date hereof without amendment, modification, or rescission.

Opinion 6 — Enforceability

The Purchase Agreement and each Ancillary Agreement to which the Company or any Selling Stockholder (other than any management stockholder who is a natural person) is a party constitute the legal, valid, and binding obligations of the Company and each such Selling Stockholder, enforceable against the Company and each such Selling Stockholder in accordance with their respective terms.

The foregoing enforceability opinion is subject to and limited by the Enforceability Exceptions (as defined in Section IV(A) below). We call attention to the fact that certain remedial provisions contained in the Transaction Documents (including, without limitation, indemnification, contribution, exculpation, liquidated damages, and penalty provisions) may be limited or rendered unenforceable by applicable law, and we express no opinion as to the enforceability of any such provisions to the extent so limited.

Opinion 7 — No Conflicts

The execution, delivery, and performance by the Company and each Selling Stockholder (other than any management stockholder who is a natural person) of the Purchase Agreement and each Ancillary Agreement to which the Company or such Selling Stockholder is a party, and the consummation of the Transactions, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of (i) the Certificate of Incorporation or Bylaws of the Company, (ii) the Certificate of Limited Partnership or Agreement of Limited Partnership of Crestline Growth Equity Fund II LP, or (iii) the Certificate of Formation or Operating Agreement of Ryland Family Holdings LLC;

(b) violate any law, statute, rule, or regulation of the State of Delaware, the State of Tennessee, or the federal laws of the United States that is applicable to the Company or any Selling Stockholder and that, in our experience, is customarily applicable to transactions of the nature contemplated by the Purchase Agreement (collectively, the "Opined-Upon Laws"), it being understood and agreed that the Opined-Upon Laws do not include the healthcare regulatory laws, securities laws, tax laws, environmental laws, ERISA, antitrust laws (other than the HSR Act filing status referenced in Opinion 8(a)), intellectual property laws, or other specialized areas of law excluded under Section IV(C) below; or

(c) result in a violation or breach of, or constitute a default (or an event that, with the giving of notice, lapse of time, or both, would constitute a default) under, or result in the creation of any lien or encumbrance upon any of the properties or assets of the Company pursuant to, any of the contracts identified on the schedule attached hereto as Annex A (collectively, the "Specified Contracts"), in each case as in effect on the date hereof.

Limitation: The no-conflicts opinion set forth in this Opinion 7 does not extend to, and we expressly disclaim any opinion with respect to, (i) any state healthcare licensure statutes or regulations, (ii) the Medicare and Medicaid program requirements under Title XVIII and Title XIX of the Social Security Act, (iii) the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the regulations promulgated thereunder, (iv) the physician self-referral prohibition under 42 U.S.C. § 1395nn (the "Stark Law"), (v) the federal Anti-Kickback Statute under 42 U.S.C. § 1320a-7b, (vi) analogous state healthcare regulatory laws, or (vii) any other federal or state healthcare regulatory laws or regulations. Those matters are being separately addressed by healthcare regulatory counsel, Langford Moss & Crane LLP, in their separate legal opinion letter delivered to the Purchaser on the date hereof.

Opinion 8 — No Consents

No consent, approval, authorization, license, order, or permit of, or filing, registration, qualification, or declaration with, any Governmental Authority (as defined in the Purchase Agreement) under the Opined-Upon Laws is required to have been obtained or made by the Company or any Selling Stockholder in connection with the execution, delivery, and performance by the Company or any Selling Stockholder of the Purchase Agreement or any Ancillary Agreement to which it is a party, or the consummation of the Transactions, other than:

(a) the pre-merger notification filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, which filing was duly submitted by the parties (HSR Filing Reference No. HSR-2024-7231) and with respect to which early termination of the applicable waiting period was granted by the Federal Trade Commission on January 22, 2025;

(b) the healthcare facility licensure transfer approvals required in the following jurisdictions, each of which has been duly applied for, obtained, and remains in full force and effect as of the date hereof: (i) the State of Tennessee, approved by the Tennessee Department of Health on March 5, 2025; (ii) the State of Alabama, approved by the Alabama Department of Public Health on March 18, 2025; (iii) the State of Georgia, approved by the Georgia Department of Community Health on March 27, 2025; and (iv) the Commonwealth of Kentucky, approved by the Kentucky Cabinet for Health and Family Services on April 10, 2025;

(c) such other consents, approvals, authorizations, permits, licenses, orders, or filings as have been obtained or made prior to the date hereof and remain in full force and effect as of the date hereof; and

(d) any post-Closing filings, registrations, notifications, or reports required to be made with any Governmental Authority following the consummation of the Transactions, including without limitation any change-of-ownership or change-of-control notifications required under applicable state corporate or business entity statutes.

IV. Qualifications and Limitations

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

A. Enforceability Exceptions

The enforceability opinion set forth in Opinion 6 above is subject to and limited by:

(a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent transfer, fraudulent conveyance, preference, and similar laws of general applicability relating to or affecting creditors' rights and remedies generally, as from time to time in effect;

(b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether such principles are considered in a proceeding at law or in equity; and

(c) the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforceability is considered in a proceeding at law or in equity, it being understood that the availability of such remedies is subject to the discretion of the court before which any such proceeding may be brought.

The foregoing qualifications are referred to collectively in this opinion letter as the "Enforceability Exceptions." We express no opinion as to whether a court of competent jurisdiction would grant or deny any particular equitable remedy in any specific circumstance.

B. Governing Law Limitation

The opinions expressed in this opinion letter are limited in all respects to, and we express no opinion as to the laws of any jurisdiction other than:

(i) the laws of the State of Tennessee (excluding choice-of-law principles that might direct the application of the laws of another jurisdiction);

(ii) the General Corporation Law of the State of Delaware (Title 8, Chapter 1 of the Delaware Code), as currently in effect;

(iii) the Delaware Revised Uniform Limited Partnership Act (Title 6, Chapter 17 of the Delaware Code), as currently in effect; and

(iv) the federal laws of the United States of America, to the extent specifically referenced herein.

We express no opinion as to the laws of any other state, jurisdiction, or country. Without limiting the generality of the foregoing, we note that the Transaction Documents contain choice-of-law provisions selecting the laws of certain jurisdictions; to the extent that any Transaction Document is governed by the laws of a jurisdiction other than those identified above, we express no opinion as to the effect of such governing law on the opinions set forth herein. With respect to matters of Delaware corporate law, the Delaware Revised Uniform Limited Partnership Act, and related Delaware statutory provisions, the attorneys of this firm responsible for this opinion letter are familiar with such laws and have rendered the opinions herein based upon their review and analysis thereof; no separate Delaware counsel opinion has been obtained.

C. Excluded Matters

Notwithstanding anything to the contrary herein, we express no opinion with respect to any of the following:

(a) Securities Laws. Federal or state securities laws, including without limitation the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and applicable state "blue sky" or securities laws of any jurisdiction.

(b) Antitrust and Competition Laws. Federal or state antitrust or competition laws, other than as expressly set forth in Opinion 8(a) above with respect to the filing status under the HSR Act. We express no opinion regarding the substantive antitrust implications of the Transactions.

(c) Tax Laws. Federal, state, or local tax laws, including without limitation the Internal Revenue Code of 1986, as amended, and any state or local tax codes, or any regulations promulgated thereunder, including any opinion as to the tax consequences of the Transactions to any party.

(d) Healthcare Regulatory Laws. Federal or state healthcare regulatory laws and regulations, including without limitation: (i) Title XVIII of the Social Security Act (Medicare); (ii) Title XIX of the Social Security Act (Medicaid); (iii) the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the rules and regulations promulgated thereunder by the Department of Health and Human Services, including the Privacy Rule, the Security Rule, and the Breach Notification Rule; (iv) the physician self-referral prohibition under 42 U.S.C. § 1395nn (the "Stark Law"); (v) the federal Anti-Kickback Statute under 42 U.S.C. § 1320a-7b(b); (vi) the False Claims Act, 31 U.S.C. §§ 3729–3733; and (vii) analogous state healthcare laws and regulations. We note that the Purchaser is separately receiving a legal opinion from Langford Moss & Crane LLP, healthcare regulatory counsel, addressing the foregoing matters, delivered on or about the date hereof.

(e) ERISA. The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the rules and regulations promulgated thereunder, as well as any other federal, state, or local laws relating to employee benefit plans, pension plans, welfare plans, or similar arrangements.

(f) Environmental Laws. Federal, state, or local environmental laws and regulations, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Clean Air Act, the Clean Water Act, and analogous state environmental statutes and regulations.

(g) intellectual Property Laws. Federal, state, or common-law intellectual property rights, including without limitation patent laws, trademark and service mark laws (including the Lanham Act), copyright laws, and trade secret laws.

(h) Fraudulent Transfer. Fraudulent transfer, fraudulent conveyance, or similar laws as applied to the adequacy of the consideration paid in connection with the Transactions. We express no opinion as to whether the Purchase Price (as defined in the Purchase Agreement) constitutes reasonably equivalent value or fair consideration for any purpose.

(i) Indemnification and Related Provisions. The enforceability of any indemnification, contribution, exculpation, or hold-harmless provisions contained in the Purchase Agreement or any Ancillary Agreement to the extent such provisions may be limited, invalidated, or rendered unenforceable by applicable law, public policy, or judicial decisions, including without limitation provisions that purport to indemnify a party against its own negligence, willful misconduct, or violations of law.

(j) Liquidated Damages and Penalties. The enforceability of any provision of the Purchase Agreement or any Ancillary Agreement providing for liquidated damages, penalties, forfeitures, or other similar remedies, to the extent that such provision may be deemed to constitute an unenforceable penalty under applicable law.

(k) Course of Dealing. The effect of any course of dealing, course of performance, or usage of trade upon the interpretation or enforceability of any provision of the Purchase Agreement or any Ancillary Agreement, and we express no opinion as to whether any such course of dealing, course of performance, or usage of trade may modify, waive, or otherwise affect any rights or obligations of the parties thereunder.

D. No Opinion on Factual Matters

We have not independently verified, and do not opine upon, any factual matters, including without limitation the accuracy, completeness, or truth of any of the representations, warranties, statements, or certifications made by the Company or any Selling Stockholder in the Purchase Agreement, any Ancillary Agreement, any schedule or exhibit thereto, or any certificate delivered in connection therewith. In rendering the opinions set forth herein, we have relied upon the Officer's Certificate and Secretary's Certificate described in Section I(m) and I(n) above, the representations and certifications of officers and representatives of the Company and the Selling Stockholders, and the factual matters set forth in such certificates and representations, and we have assumed, without independent verification, that all such factual matters are true, correct, and complete. Our opinions are expressly conditioned upon and subject to the accuracy of such factual matters.

E. Date and Currency of Opinions

The opinions expressed herein are rendered solely as of the date hereof, and we assume no obligation to update, revise, or supplement this opinion letter to reflect any facts, circumstances, events, changes in law, or developments that may hereafter come to our attention or that may hereafter occur, regardless of whether any such fact, circumstance, event, change in law, or development would affect the opinions expressed herein. No inference should be drawn that we have conducted any investigation or review of any matter subsequent to the date of this opinion letter.

V. Reliance and Distribution

This opinion letter is furnished solely for the benefit of the addressee, Ardent Healthcare Holdings Inc., and its counsel, Calderwood & Harkness LLP, in connection with the Closing and the consummation of the Transactions, and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Whitaker, Poole & Simms LLP. This opinion letter is not to be used, circulated, quoted, referred to, or otherwise relied upon for any other purpose or in connection with any other transaction.

Notwithstanding the foregoing, this opinion letter may also be relied upon, without the need for any separate consent or written authorization from this firm, by the following parties to the extent required by the agreements identified below:

(a) Ridgeline National Bank, N.A., as Administrative Agent, and Pinnacle Commercial Credit Corp., as co-lender, in each case pursuant to and solely in connection with the Credit Agreement dated as of the date hereof (Reference No. RNB-HC-2025-0418), by and among the Purchaser, as borrower, Ridgeline National Bank, N.A., as Administrative Agent, and the lenders party thereto, to the extent expressly required as a condition to closing thereunder; and

(b) Northbridge Specialty Insurance Company, solely in connection with its issuance of the Representations and Warranties Insurance Policy (Policy No. NSI-POLI-2025-04418) related to the Purchase Agreement and the Transactions, to the extent expressly required as a condition to the binding of coverage thereunder.

The reliance extended to the parties identified in clauses (a) and (b) above is subject to all of the assumptions, qualifications, limitations, and exclusions set forth in this opinion letter, and such parties shall be deemed to have read and accepted this opinion letter on such terms. Each such party's reliance on this opinion letter shall be limited to the opinions expressly set forth herein and shall not extend to any implied opinions or any matters not expressly addressed herein.

This opinion letter may not be quoted, excerpted, or referred to in whole or in part in any document, report, registration statement, offering memorandum, prospectus, or other public filing, and may not be filed with any governmental authority, regulatory body, or self-regulatory organization, in each case without the prior written consent of Whitaker, Poole & Simms LLP.

Very truly yours,

WHITAKER, POOLE & SIMMS LLP

By: ________

Name: Rebecca Whitaker

Title: Lead Partner

ANNEX A

SPECIFIED CONTRACTS

(Reviewed for purposes of the no-conflicts opinion set forth in Opinion 7(c))

The following is a list of the material contracts of the Company and the Selling Stockholders that were reviewed by this firm for purposes of rendering the no-conflicts opinion set forth in Opinion 7(c) of the foregoing opinion letter (collectively, the "Specified Contracts"). These contracts were identified to this firm by the Company and the Selling Stockholders and correspond to contracts listed on the disclosure schedules to the Purchase Agreement, as confirmed during the opinion negotiation process by Calderwood & Harkness LLP on behalf of the Purchaser.

I. Credit Facility / Indebtedness

1. Granton Savings Bank, N.A. — Term Loan Agreement, dated as of September 15, 2021, by and between MedVance Health Systems, Inc., as borrower, and Granton Savings Bank, N.A., as lender, in the original principal amount of $41,300,000 (as amended by the First Amendment dated March 1, 2023, and the Second Amendment dated November 15, 2024). Note: This indebtedness is being retired in full at the Closing. The Payoff Letter from Granton Savings Bank, N.A., dated April 16, 2025, has been reviewed by this firm and is referenced in Section I(o) of this opinion letter.

II. Managed Care and Payor Agreements

2. BlueLine Health Plan of Tennessee — Managed Care Participation Agreement, dated as of January 1, 2022, by and between MedVance Health Systems, Inc. and BlueLine Health Plan of Tennessee, as amended and in effect on the date hereof.

3. SouthPoint Insurance Co. — Provider Services Agreement, dated as of April 15, 2021, by and between MedVance Health Systems, Inc. and SouthPoint Insurance Co., as amended and in effect on the date hereof.

III. Technology and Services Agreements

4. Vertex Health Technologies Inc. — Master Services Agreement, dated as of June 1, 2022, by and between MedVance Health Systems, Inc. and Vertex Health Technologies Inc., for the provision of information technology systems, electronic health records, and related services, as amended and in effect on the date hereof.

IV. Lease Agreements

5. Corporate Headquarters Lease — Office Lease Agreement, by and between MedVance Health Systems, Inc., as tenant, and West End Properties LLC, as landlord, for the premises located at 4200 West End Avenue, Suite 1100, Nashville, Tennessee 37205, as amended and in effect on the date hereof.

6. Healthcare Facility Leases — Lease agreements for each healthcare facility operated by the Company, as identified on Schedule 3.14 to the Purchase Agreement, including without limitation the following locations:

(a) MedVance Clinic — Franklin, Tennessee (321 Cool Springs Boulevard, Franklin, TN 37067);

(b) MedVance Clinic — Chattanooga, Tennessee (1400 McCallie Avenue, Suite 200, Chattanooga, TN 37404);

(d) MedVance Clinic — Birmingham, Alabama (4000 Colonnade Parkway, Suite 320, Birmingham, AL 35243);

(e) MedVance Clinic — Atlanta, Georgia (3344 Peachtree Road NE, Suite 500, Atlanta, GA 30326);

(f) MedVance Clinic — Savannah, Georgia (115 East Bay Street, Suite 210, Savannah, GA 31401);

(g) MedVance Clinic — Louisville, Kentucky (700 South 4th Street, Suite 400, Louisville, KY 40202); and

(h) MedVance Clinic — Lexington, Kentucky (1801 Alexandria Drive, Suite 100, Lexington, KY 40504).

V. Employment Agreements

7. Daniel Burch — Employment Agreement, dated as of March 1, 2020, by and between MedVance Health Systems, Inc. and Daniel Burch, Chief Executive Officer, as amended and in effect on the date hereof.

8. Angela Moretti — Employment Agreement, dated as of July 15, 2020, by and between MedVance Health Systems, Inc. and Angela Moretti, Chief Financial Officer, as amended and in effect on the date hereof.

9. Dr. Samir Patel — Employment Agreement, dated as of September 1, 2021, by and between MedVance Health Systems, Inc. and Samir Patel, M.D., Chief Medical Officer, as amended and in effect on the date hereof.

10. Karen Tolliver — Employment Agreement, dated as of January 15, 2021, by and between MedVance Health Systems, Inc. and Karen Tolliver, Chief Operating Officer, as amended and in effect on the date hereof.

The list of Specified Contracts set forth in this Annex A was furnished to Whitaker, Poole & Simms LLP by the Company and the Selling Stockholders and was reviewed and confirmed by Calderwood & Harkness LLP, as counsel to the Purchaser, during the opinion negotiation process conducted between March 24, 2025 and April 15, 2025. This list is not intended to be, and should not be construed as, a comprehensive list of all contracts to which the Company or any Selling Stockholder is a party. The no-conflicts opinion set forth in Opinion 7(c) of the foregoing opinion letter is limited to the Specified Contracts set forth herein and does not extend to any contract not listed on this Annex A.

WHITAKER, POOLE & SIMMS LLP Attorneys at Law
333 Commerce Street, Suite 2800 Nashville, Tennessee 37201
Telephone: (615) 244-8800 Facsimile: (615) 244-8801 www.whitakerpoolesimms.com
April 18, 2025
Ardent Healthcare Holdings Inc. c/o Ardent Capital Management III LLC 599 Lexington Avenue, 34th Floor New York, New York 10022
With a courtesy copy to:
Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, New York 10020
Attention: Beatrice Holloway, Esq.
Re: Closing Bring-Down Legal Opinion — Stock Purchase Agreement dated February 10, 2025, by and among Ardent Healthcare Holdings Inc., MedVance Health Systems, Inc., Crestline Growth Equity Fund II LP, Ryland Family Holdings LLC, and certain Management Stockholders
Ladies and Gentlemen:
We have acted as counsel to MedVance Health Systems, Inc., a Delaware corporation (the "Company"), Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings"), and the management stockholders identified on the signature pages to the Purchase Agreement (as defined below) (together with Crestline and Ryland Holdings, collectively, the "Selling Stockholders"), in connection with the negotiation, execution, and delivery of that certain Stock Purchase Agreement, dated as of February 10, 2025 (as amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and among Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), the Company, and the Selling Stockholders, relating to the acquisition by the Purchaser of all of the issued and outstanding capital stock of the Company.
This opinion is delivered to you pursuant to Section 7.2(e) of the Purchase Agreement in connection with the closing of the transactions contemplated by the Purchase Agreement (the "Closing") occurring on the date hereof. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Purchase Agreement. The transactions contemplated by the Purchase Agreement, including the sale and transfer of all of the issued and outstanding shares of capital stock of the Company by the Selling Stockholders to the Purchaser, are referred to herein collectively as the "Transactions."
I. Documents Examined
In connection with the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Reviewed Documents"):
(a) The Stock Purchase Agreement, dated as of February 10, 2025, by and among the Purchaser, the Company, and the Selling Stockholders (the "Purchase Agreement").
(b) The Escrow Agreement, dated as of February 12, 2025 (the "Escrow Agreement"), by and among the Purchaser, Marcus Delgado, in his capacity as the Selling Stockholders' Representative (the "Selling Stockholders' Representative"), and Continental Fiduciary Trust Company, a national banking association, as escrow agent (Escrow Account No. CFT-ESC-2025-00327).
(c) Each Ancillary Agreement (as such term is defined in the Purchase Agreement) to which the Company or any Selling Stockholder is a party, including without limitation: (i) the Seller Representative Agreement, dated as of February 10, 2025, between the Selling Stockholders and the Selling Stockholders' Representative; (ii) the Non-Competition Agreements, dated as of the date hereof, between the Purchaser and each of the management stockholders party thereto; and (iii) the Transition Services Agreement, dated as of the date hereof, between the Company and Crestline (the agreements described in clauses (a), (b), and (c), together with each other Ancillary Agreement to which the Company or any Selling Stockholder is a party, are collectively referred to herein as the "Transaction Documents").
(d) The Certificate of Incorporation of MedVance Health Systems, Inc., as originally filed with the Secretary of State of the State of Delaware (DE File No. 4938217), together with all amendments and restatements thereto through and including the date hereof, as certified by the Secretary of State of the State of Delaware as of a recent date (the "Charter").
(e) The Amended and Restated Bylaws of the Company, as amended and in effect on the date hereof, as certified by the Secretary of the Company (the "Bylaws").
(f) Resolutions of the Board of Directors of the Company, adopted by unanimous vote at a duly convened meeting held on February 7, 2025, approving the Purchase Agreement, the Ancillary Agreements, and the Transactions, as certified by the Secretary of the Company as of the date hereof.
(g) Written consents or resolutions of the stockholders of the Company, constituting the requisite vote of all holders of issued and outstanding shares of capital stock of the Company entitled to vote thereon, approving the Purchase Agreement and the Transactions, as certified by the Secretary of the Company as of the date hereof.
(h) The Certificate of Limited Partnership of Crestline Growth Equity Fund II LP, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto, and the Agreement of Limited Partnership of Crestline Growth Equity Fund II LP, to the extent such agreement was made available to us by Crestline.
(i) The Certificate of Formation of Ryland Family Holdings LLC, as filed with the Secretary of State of the State of Tennessee, together with all amendments thereto, and the Operating Agreement of Ryland Family Holdings LLC, as amended and in effect on the date hereof.
(j) Authorizing resolutions or written consents of Crestline Growth Capital GP II LLC, as general partner of Crestline, and the managing member(s) of Ryland Holdings, in each case approving the execution, delivery, and performance of the Purchase Agreement and each Ancillary Agreement to which Crestline or Ryland Holdings, respectively, is a party, and the consummation of the Transactions.
(k) Certificates of good standing (or certificates of existence, as applicable) for the Company issued by (i) the Secretary of State of the State of Delaware, dated April 14, 2025, and (ii) the Secretary of State of the State of Tennessee, dated April 15, 2025, in each case dated within five (5) business days of the date hereof.
(l) Certificates of good standing (or certificates of existence, as applicable) for (i) Crestline, issued by the Secretary of State of the State of Delaware, dated April 14, 2025, and (ii) Ryland Holdings, issued by the Secretary of State of the State of Tennessee, dated April 15, 2025, in each case dated within five (5) business days of the date hereof.
(m) The Officer's Certificate of the Company, executed by Daniel Burch, Chief Executive Officer, and Angela Moretti, Chief Financial Officer, and delivered at the Closing on the date hereof pursuant to Section 7.2(c) of the Purchase Agreement.
(n) The Secretary's Certificate of the Company, executed by Karen Tolliver, Secretary of the Company, and delivered at the Closing on the date hereof pursuant to Section 7.2(d) of the Purchase Agreement.
(o) The payoff letter, dated April 16, 2025, issued by Granton Savings Bank, N.A., with respect to the Company's existing indebtedness under that certain Term Loan Agreement dated as of September 15, 2021, in the original principal amount of $41,300,000, including an estimated payoff amount through the Closing Date and wire transfer instructions for the satisfaction and discharge thereof (the "Payoff Letter").
(p) Such other documents, records, certificates, agreements, instruments, and matters of law as we have deemed necessary or appropriate as a basis for the opinions set forth below.
In addition to the foregoing, we have reviewed such matters of law, conducted such legal research, and made such inquiries of officers and representatives of the Company and the Selling Stockholders, as we have considered necessary or appropriate for purposes of rendering the opinions expressed herein.
II. Assumptions
In rendering the opinions set forth below, we have assumed, without independent investigation or verification, the following:
(a) The genuineness of all signatures on all documents examined by us (other than the signatures of the Company and the Selling Stockholders, as to which we have made no such assumption), the legal capacity of all natural persons who have executed documents, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies (whether certified, conformed, photostatic, electronic, or otherwise).
(b) The legal capacity of all natural persons who have executed any of the Transaction Documents or any other documents examined by us in connection with the rendering of this opinion.
(c) That the Purchase Agreement and each Ancillary Agreement to which the Purchaser is a party constitute the legal, valid, and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(d) That the Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Purchase Agreement and each Ancillary Agreement to which it is a party, and to consummate the Transactions.
(e) That each party to the Purchase Agreement and the Ancillary Agreements (other than the Company and the Selling Stockholders) has duly and validly authorized, executed, and delivered each such agreement in accordance with all applicable laws and its organizational or governing documents, and that all conditions precedent to such party's obligations thereunder have been duly satisfied or waived.
(f) That the representations and warranties of the Purchaser contained in Article V of the Purchase Agreement are true and correct in all respects as of the date hereof, as though made on and as of the date hereof (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such earlier date).
(g) That all factual matters set forth in the certificates of officers and representatives of the Company and the Selling Stockholders, upon which we have relied in rendering this opinion, are true, correct, and complete as of the date hereof, and that no material facts have been withheld from us that, if disclosed, would affect the opinions expressed herein.
(h) That the information contained in certificates, reports, and confirmations obtained from public officials and governmental authorities (including the certificates of good standing referenced in Section I(k) and I(l) above) is accurate and complete as of the date hereof, and that no changes have occurred since the respective dates of such certificates that would affect the matters confirmed therein.
We have not independently verified any of the foregoing assumptions and express no opinion with respect thereto. Our opinions are subject to, and may be affected by, matters that would be disclosed upon an independent verification of such assumptions.
III. Opinions
Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section IV below, we are of the opinion that:
Opinion 1 — Due Organization of the Company
MedVance Health Systems, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to do business and is in good standing as a foreign corporation in the State of Tennessee, which is the state in which the Company's principal place of business and headquarters are located.
Limitation: This opinion as to the organizational status and good standing of the Company is limited solely to (i) the Company's status as a domestic corporation organized and existing under the General Corporation Law of the State of Delaware and (ii) the Company's qualification and good standing as a foreign corporation in the State of Tennessee. We express no opinion as to the Company's qualification to do business as a foreign corporation, or its good standing, in any other jurisdiction, including without limitation the States of Alabama, Georgia, Kentucky, or any other jurisdiction in which the Company may conduct business or own or lease property.
Opinion 2 — Due Organization of the Selling Stockholders
(a) Crestline Growth Equity Fund II LP is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon the Certificate of Limited Partnership of Crestline as filed with the Secretary of State of the State of Delaware, the certificate of good standing described in Section I(l)(i) above, and the other organizational documents made available to us.
(b) Ryland Family Holdings LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Tennessee. In rendering this opinion, we have relied upon the Certificate of Formation of Ryland Holdings as filed with the Secretary of State of the State of Tennessee, the certificate of good standing described in Section I(l)(ii) above, and the other organizational documents made available to us.
Limitation: No opinion is expressed in this Opinion 2 with respect to any management stockholder who is a natural person. We have not been asked to, and do not, opine upon the legal capacity or authority of any natural person who is a party to the Purchase Agreement or any Ancillary Agreement.
Opinion 3 — Corporate Power and Authority of the Company
The Company has all requisite corporate power and authority under the General Corporation Law of the State of Delaware and under its Charter and Bylaws to (a) execute and deliver the Purchase Agreement and each Ancillary Agreement to which it is a party, (b) perform its obligations under each such agreement, and (c) consummate the Transactions as contemplated by the Purchase Agreement. The Company possesses all corporate power and authority necessary to own, lease, and operate its properties and assets and to conduct its business as presently conducted, in each case to the extent relevant to the execution, delivery, and performance of the Transaction Documents and the consummation of the Transactions.
Opinion 4 — Authority of the Selling Stockholders
(a) Crestline Growth Equity Fund II LP has all requisite limited partnership power and authority under the Delaware Revised Uniform Limited Partnership Act and under its Certificate of Limited Partnership and Agreement of Limited Partnership, and has taken all limited partnership action necessary (including all required approvals by or on behalf of its general partner, Crestline Growth Capital GP II LLC), to authorize the execution, delivery, and performance of the Purchase Agreement and each Ancillary Agreement to which Crestline is a party, and the consummation of the Transactions contemplated thereby.
(b) Ryland Family Holdings LLC has all requisite limited liability company power and authority under the Tennessee Revised Uniform Limited Liability Company Act and under its Certificate of Formation and Operating Agreement, and has taken all limited liability company action necessary (including all required approvals by its managing member(s)), to authorize the execution, delivery, and performance of the Purchase Agreement and each Ancillary Agreement to which Ryland Holdings is a party, and the consummation of the Transactions contemplated thereby.
Opinion 5 — Due Authorization; Execution and Delivery
The Purchase Agreement and each Ancillary Agreement to which the Company or any Selling Stockholder (other than any management stockholder who is a natural person) is a party have been duly authorized by all requisite corporate, limited partnership, or limited liability company action, as applicable, on the part of the Company and each such Selling Stockholder, respectively, and have been duly executed and delivered by the Company and each such Selling Stockholder. We have reviewed the resolutions and consents described in Section I(f), I(g), and I(j) above and have confirmed that such resolutions and consents were duly adopted or executed in accordance with the organizational and governing documents of the Company, Crestline, and Ryland Holdings, respectively, and remain in full force and effect as of the date hereof without amendment, modification, or rescission.
Opinion 6 — Enforceability
The Purchase Agreement and each Ancillary Agreement to which the Company or any Selling Stockholder (other than any management stockholder who is a natural person) is a party constitute the legal, valid, and binding obligations of the Company and each such Selling Stockholder, enforceable against the Company and each such Selling Stockholder in accordance with their respective terms.
The foregoing enforceability opinion is subject to and limited by the Enforceability Exceptions (as defined in Section IV(A) below). We call attention to the fact that certain remedial provisions contained in the Transaction Documents (including, without limitation, indemnification, contribution, exculpation, liquidated damages, and penalty provisions) may be limited or rendered unenforceable by applicable law, and we express no opinion as to the enforceability of any such provisions to the extent so limited.
Opinion 7 — No Conflicts
The execution, delivery, and performance by the Company and each Selling Stockholder (other than any management stockholder who is a natural person) of the Purchase Agreement and each Ancillary Agreement to which the Company or such Selling Stockholder is a party, and the consummation of the Transactions, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of (i) the Certificate of Incorporation or Bylaws of the Company, (ii) the Certificate of Limited Partnership or Agreement of Limited Partnership of Crestline Growth Equity Fund II LP, or (iii) the Certificate of Formation or Operating Agreement of Ryland Family Holdings LLC;
(b) violate any law, statute, rule, or regulation of the State of Delaware, the State of Tennessee, or the federal laws of the United States that is applicable to the Company or any Selling Stockholder and that, in our experience, is customarily applicable to transactions of the nature contemplated by the Purchase Agreement (collectively, the "Opined-Upon Laws"), it being understood and agreed that the Opined-Upon Laws do not include the healthcare regulatory laws, securities laws, tax laws, environmental laws, ERISA, antitrust laws (other than the HSR Act filing status referenced in Opinion 8(a)), intellectual property laws, or other specialized areas of law excluded under Section IV(C) below; or
(c) result in a violation or breach of, or constitute a default (or an event that, with the giving of notice, lapse of time, or both, would constitute a default) under, or result in the creation of any lien or encumbrance upon any of the properties or assets of the Company pursuant to, any of the contracts identified on the schedule attached hereto as Annex A (collectively, the "Specified Contracts"), in each case as in effect on the date hereof.
Limitation: The no-conflicts opinion set forth in this Opinion 7 does not extend to, and we expressly disclaim any opinion with respect to, (i) any state healthcare licensure statutes or regulations, (ii) the Medicare and Medicaid program requirements under Title XVIII and Title XIX of the Social Security Act, (iii) the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the regulations promulgated thereunder, (iv) the physician self-referral prohibition under 42 U.S.C. § 1395nn (the "Stark Law"), (v) the federal Anti-Kickback Statute under 42 U.S.C. § 1320a-7b, (vi) analogous state healthcare regulatory laws, or (vii) any other federal or state healthcare regulatory laws or regulations. Those matters are being separately addressed by healthcare regulatory counsel, Langford Moss & Crane LLP, in their separate legal opinion letter delivered to the Purchaser on the date hereof.
Opinion 8 — No Consents
No consent, approval, authorization, license, order, or permit of, or filing, registration, qualification, or declaration with, any Governmental Authority (as defined in the Purchase Agreement) under the Opined-Upon Laws is required to have been obtained or made by the Company or any Selling Stockholder in connection with the execution, delivery, and performance by the Company or any Selling Stockholder of the Purchase Agreement or any Ancillary Agreement to which it is a party, or the consummation of the Transactions, other than:
(a) the pre-merger notification filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, which filing was duly submitted by the parties (HSR Filing Reference No. HSR-2024-7231) and with respect to which early termination of the applicable waiting period was granted by the Federal Trade Commission on January 22, 2025;
(b) the healthcare facility licensure transfer approvals required in the following jurisdictions, each of which has been duly applied for, obtained, and remains in full force and effect as of the date hereof: (i) the State of Tennessee, approved by the Tennessee Department of Health on March 5, 2025; (ii) the State of Alabama, approved by the Alabama Department of Public Health on March 18, 2025; (iii) the State of Georgia, approved by the Georgia Department of Community Health on March 27, 2025; and (iv) the Commonwealth of Kentucky, approved by the Kentucky Cabinet for Health and Family Services on April 10, 2025;
(c) such other consents, approvals, authorizations, permits, licenses, orders, or filings as have been obtained or made prior to the date hereof and remain in full force and effect as of the date hereof; and
(d) any post-Closing filings, registrations, notifications, or reports required to be made with any Governmental Authority following the consummation of the Transactions, including without limitation any change-of-ownership or change-of-control notifications required under applicable state corporate or business entity statutes.
IV. Qualifications and Limitations
The opinions set forth in Section III above are subject to the following qualifications and limitations:
A. Enforceability Exceptions
The enforceability opinion set forth in Opinion 6 above is subject to and limited by:
(a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent transfer, fraudulent conveyance, preference, and similar laws of general applicability relating to or affecting creditors' rights and remedies generally, as from time to time in effect;
(b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether such principles are considered in a proceeding at law or in equity; and
(c) the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforceability is considered in a proceeding at law or in equity, it being understood that the availability of such remedies is subject to the discretion of the court before which any such proceeding may be brought.
The foregoing qualifications are referred to collectively in this opinion letter as the "Enforceability Exceptions." We express no opinion as to whether a court of competent jurisdiction would grant or deny any particular equitable remedy in any specific circumstance.
B. Governing Law Limitation
The opinions expressed in this opinion letter are limited in all respects to, and we express no opinion as to the laws of any jurisdiction other than:
(i) the laws of the State of Tennessee (excluding choice-of-law principles that might direct the application of the laws of another jurisdiction);
(ii) the General Corporation Law of the State of Delaware (Title 8, Chapter 1 of the Delaware Code), as currently in effect;
(iii) the Delaware Revised Uniform Limited Partnership Act (Title 6, Chapter 17 of the Delaware Code), as currently in effect; and
(iv) the federal laws of the United States of America, to the extent specifically referenced herein.
We express no opinion as to the laws of any other state, jurisdiction, or country. Without limiting the generality of the foregoing, we note that the Transaction Documents contain choice-of-law provisions selecting the laws of certain jurisdictions; to the extent that any Transaction Document is governed by the laws of a jurisdiction other than those identified above, we express no opinion as to the effect of such governing law on the opinions set forth herein. With respect to matters of Delaware corporate law, the Delaware Revised Uniform Limited Partnership Act, and related Delaware statutory provisions, the attorneys of this firm responsible for this opinion letter are familiar with such laws and have rendered the opinions herein based upon their review and analysis thereof; no separate Delaware counsel opinion has been obtained.
C. Excluded Matters
Notwithstanding anything to the contrary herein, we express no opinion with respect to any of the following:
(a) Securities Laws. Federal or state securities laws, including without limitation the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and applicable state "blue sky" or securities laws of any jurisdiction.
(b) Antitrust and Competition Laws. Federal or state antitrust or competition laws, other than as expressly set forth in Opinion 8(a) above with respect to the filing status under the HSR Act. We express no opinion regarding the substantive antitrust implications of the Transactions.
(c) Tax Laws. Federal, state, or local tax laws, including without limitation the Internal Revenue Code of 1986, as amended, and any state or local tax codes, or any regulations promulgated thereunder, including any opinion as to the tax consequences of the Transactions to any party.
(d) Healthcare Regulatory Laws. Federal or state healthcare regulatory laws and regulations, including without limitation: (i) Title XVIII of the Social Security Act (Medicare); (ii) Title XIX of the Social Security Act (Medicaid); (iii) the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the rules and regulations promulgated thereunder by the Department of Health and Human Services, including the Privacy Rule, the Security Rule, and the Breach Notification Rule; (iv) the physician self-referral prohibition under 42 U.S.C. § 1395nn (the "Stark Law"); (v) the federal Anti-Kickback Statute under 42 U.S.C. § 1320a-7b(b); (vi) the False Claims Act, 31 U.S.C. §§ 3729–3733; and (vii) analogous state healthcare laws and regulations. We note that the Purchaser is separately receiving a legal opinion from Langford Moss & Crane LLP, healthcare regulatory counsel, addressing the foregoing matters, delivered on or about the date hereof.
(e) ERISA. The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the rules and regulations promulgated thereunder, as well as any other federal, state, or local laws relating to employee benefit plans, pension plans, welfare plans, or similar arrangements.
(f) Environmental Laws. Federal, state, or local environmental laws and regulations, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Clean Air Act, the Clean Water Act, and analogous state environmental statutes and regulations.
(g) intellectual Property Laws. Federal, state, or common-law intellectual property rights, including without limitation patent laws, trademark and service mark laws (including the Lanham Act), copyright laws, and trade secret laws.
(h) Fraudulent Transfer. Fraudulent transfer, fraudulent conveyance, or similar laws as applied to the adequacy of the consideration paid in connection with the Transactions. We express no opinion as to whether the Purchase Price (as defined in the Purchase Agreement) constitutes reasonably equivalent value or fair consideration for any purpose.
(i) Indemnification and Related Provisions. The enforceability of any indemnification, contribution, exculpation, or hold-harmless provisions contained in the Purchase Agreement or any Ancillary Agreement to the extent such provisions may be limited, invalidated, or rendered unenforceable by applicable law, public policy, or judicial decisions, including without limitation provisions that purport to indemnify a party against its own negligence, willful misconduct, or violations of law.
(j) Liquidated Damages and Penalties. The enforceability of any provision of the Purchase Agreement or any Ancillary Agreement providing for liquidated damages, penalties, forfeitures, or other similar remedies, to the extent that such provision may be deemed to constitute an unenforceable penalty under applicable law.
(k) Course of Dealing. The effect of any course of dealing, course of performance, or usage of trade upon the interpretation or enforceability of any provision of the Purchase Agreement or any Ancillary Agreement, and we express no opinion as to whether any such course of dealing, course of performance, or usage of trade may modify, waive, or otherwise affect any rights or obligations of the parties thereunder.
D. No Opinion on Factual Matters
We have not independently verified, and do not opine upon, any factual matters, including without limitation the accuracy, completeness, or truth of any of the representations, warranties, statements, or certifications made by the Company or any Selling Stockholder in the Purchase Agreement, any Ancillary Agreement, any schedule or exhibit thereto, or any certificate delivered in connection therewith. In rendering the opinions set forth herein, we have relied upon the Officer's Certificate and Secretary's Certificate described in Section I(m) and I(n) above, the representations and certifications of officers and representatives of the Company and the Selling Stockholders, and the factual matters set forth in such certificates and representations, and we have assumed, without independent verification, that all such factual matters are true, correct, and complete. Our opinions are expressly conditioned upon and subject to the accuracy of such factual matters.
E. Date and Currency of Opinions
The opinions expressed herein are rendered solely as of the date hereof, and we assume no obligation to update, revise, or supplement this opinion letter to reflect any facts, circumstances, events, changes in law, or developments that may hereafter come to our attention or that may hereafter occur, regardless of whether any such fact, circumstance, event, change in law, or development would affect the opinions expressed herein. No inference should be drawn that we have conducted any investigation or review of any matter subsequent to the date of this opinion letter.
V. Reliance and Distribution
This opinion letter is furnished solely for the benefit of the addressee, Ardent Healthcare Holdings Inc., and its counsel, Calderwood & Harkness LLP, in connection with the Closing and the consummation of the Transactions, and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Whitaker, Poole & Simms LLP. This opinion letter is not to be used, circulated, quoted, referred to, or otherwise relied upon for any other purpose or in connection with any other transaction.
Notwithstanding the foregoing, this opinion letter may also be relied upon, without the need for any separate consent or written authorization from this firm, by the following parties to the extent required by the agreements identified below:
(a) Ridgeline National Bank, N.A., as Administrative Agent, and Pinnacle Commercial Credit Corp., as co-lender, in each case pursuant to and solely in connection with the Credit Agreement dated as of the date hereof (Reference No. RNB-HC-2025-0418), by and among the Purchaser, as borrower, Ridgeline National Bank, N.A., as Administrative Agent, and the lenders party thereto, to the extent expressly required as a condition to closing thereunder; and
(b) Northbridge Specialty Insurance Company, solely in connection with its issuance of the Representations and Warranties Insurance Policy (Policy No. NSI-POLI-2025-04418) related to the Purchase Agreement and the Transactions, to the extent expressly required as a condition to the binding of coverage thereunder.
The reliance extended to the parties identified in clauses (a) and (b) above is subject to all of the assumptions, qualifications, limitations, and exclusions set forth in this opinion letter, and such parties shall be deemed to have read and accepted this opinion letter on such terms. Each such party's reliance on this opinion letter shall be limited to the opinions expressly set forth herein and shall not extend to any implied opinions or any matters not expressly addressed herein.
This opinion letter may not be quoted, excerpted, or referred to in whole or in part in any document, report, registration statement, offering memorandum, prospectus, or other public filing, and may not be filed with any governmental authority, regulatory body, or self-regulatory organization, in each case without the prior written consent of Whitaker, Poole & Simms LLP.
Very truly yours,
WHITAKER, POOLE & SIMMS LLP
By: ________
Name: Rebecca Whitaker
Title: Lead Partner
ANNEX A
SPECIFIED CONTRACTS
(Reviewed for purposes of the no-conflicts opinion set forth in Opinion 7(c))
The following is a list of the material contracts of the Company and the Selling Stockholders that were reviewed by this firm for purposes of rendering the no-conflicts opinion set forth in Opinion 7(c) of the foregoing opinion letter (collectively, the "Specified Contracts"). These contracts were identified to this firm by the Company and the Selling Stockholders and correspond to contracts listed on the disclosure schedules to the Purchase Agreement, as confirmed during the opinion negotiation process by Calderwood & Harkness LLP on behalf of the Purchaser.
I. Credit Facility / Indebtedness
1.  Granton Savings Bank, N.A. — Term Loan Agreement, dated as of September 15, 2021, by and between MedVance Health Systems, Inc., as borrower, and Granton Savings Bank, N.A., as lender, in the original principal amount of $41,300,000 (as amended by the First Amendment dated March 1, 2023, and the Second Amendment dated November 15, 2024). Note: This indebtedness is being retired in full at the Closing. The Payoff Letter from Granton Savings Bank, N.A., dated April 16, 2025, has been reviewed by this firm and is referenced in Section I(o) of this opinion letter.
II. Managed Care and Payor Agreements
2.  BlueLine Health Plan of Tennessee — Managed Care Participation Agreement, dated as of January 1, 2022, by and between MedVance Health Systems, Inc. and BlueLine Health Plan of Tennessee, as amended and in effect on the date hereof.
3.  SouthPoint Insurance Co. — Provider Services Agreement, dated as of April 15, 2021, by and between MedVance Health Systems, Inc. and SouthPoint Insurance Co., as amended and in effect on the date hereof.
III. Technology and Services Agreements
4.  Vertex Health Technologies Inc. — Master Services Agreement, dated as of June 1, 2022, by and between MedVance Health Systems, Inc. and Vertex Health Technologies Inc., for the provision of information technology systems, electronic health records, and related services, as amended and in effect on the date hereof.
IV. Lease Agreements
5.  Corporate Headquarters Lease — Office Lease Agreement, by and between MedVance Health Systems, Inc., as tenant, and West End Properties LLC, as landlord, for the premises located at 4200 West End Avenue, Suite 1100, Nashville, Tennessee 37205, as amended and in effect on the date hereof.
6.  Healthcare Facility Leases — Lease agreements for each healthcare facility operated by the Company, as identified on Schedule 3.14 to the Purchase Agreement, including without limitation the following locations:
(a) MedVance Clinic — Franklin, Tennessee (321 Cool Springs Boulevard, Franklin, TN 37067);
(b) MedVance Clinic — Chattanooga, Tennessee (1400 McCallie Avenue, Suite 200, Chattanooga, TN 37404);
(c) MedVance Clinic — Huntsville, Alabama (2800 Memorial Parkway SW, Suite 150, Huntsville, AL 35801);
(d) MedVance Clinic — Birmingham, Alabama (4000 Colonnade Parkway, Suite 320, Birmingham, AL 35243);
(e) MedVance Clinic — Atlanta, Georgia (3344 Peachtree Road NE, Suite 500, Atlanta, GA 30326);
(f) MedVance Clinic — Savannah, Georgia (115 East Bay Street, Suite 210, Savannah, GA 31401);
(g) MedVance Clinic — Louisville, Kentucky (700 South 4th Street, Suite 400, Louisville, KY 40202); and
(h) MedVance Clinic — Lexington, Kentucky (1801 Alexandria Drive, Suite 100, Lexington, KY 40504).
V. Employment Agreements
7.  Daniel Burch — Employment Agreement, dated as of March 1, 2020, by and between MedVance Health Systems, Inc. and Daniel Burch, Chief Executive Officer, as amended and in effect on the date hereof.
8.  Angela Moretti — Employment Agreement, dated as of July 15, 2020, by and between MedVance Health Systems, Inc. and Angela Moretti, Chief Financial Officer, as amended and in effect on the date hereof.
9.  Dr. Samir Patel — Employment Agreement, dated as of September 1, 2021, by and between MedVance Health Systems, Inc. and Samir Patel, M.D., Chief Medical Officer, as amended and in effect on the date hereof.
10.  Karen Tolliver — Employment Agreement, dated as of January 15, 2021, by and between MedVance Health Systems, Inc. and Karen Tolliver, Chief Operating Officer, as amended and in effect on the date hereof.
The list of Specified Contracts set forth in this Annex A was furnished to Whitaker, Poole & Simms LLP by the Company and the Selling Stockholders and was reviewed and confirmed by Calderwood & Harkness LLP, as counsel to the Purchaser, during the opinion negotiation process conducted between March 24, 2025 and April 15, 2025. This list is not intended to be, and should not be construed as, a comprehensive list of all contracts to which the Company or any Selling Stockholder is a party. The no-conflicts opinion set forth in Opinion 7(c) of the foregoing opinion letter is limited to the Specified Contracts set forth herein and does not extend to any contract not listed on this Annex A.

WHITAKER, POOLE & SIMMS LLP Attorneys at Law

WHITAKER, POOLE & SIMMS LLP

ANNEX A

SPECIFIED CONTRACTS

Record

Parties

Dates

Amounts