1003-00002 · Harrowgate Capital Partners · Closing

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CALDERWOOD & HARKNESS LLP

Attorneys at Law

400 South Ashbury Asset Advisors, Suite 3000 Wilmington, Delaware 19801 Telephone: (302) 555-7400 Facsimile: (302) 555-7401

620 Eighth Avenue, 42nd Floor New York, New York 10018 Telephone: (212) 555-8200 Facsimile: (212) 555-8201

www.calderwoodharkness.com

August 15, 2025

Matter No. 1003-00002

Harrowgate Fund V GP LLC as General Partner of Harrowgate Private Equity Fund V LP c/o Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, Delaware 19803

Attention: Catherine E. Loomis, Esq.

General Counsel & Chief Compliance Officer

Re: Legal Opinion — Securities Act and Investment Company Act Compliance Harrowgate Private Equity Fund V LP — First Close

Ladies and Gentlemen:

We have acted as fund formation counsel to Harrowgate Capital Partners LLC, a Delaware limited liability company (the "Sponsor"), Harrowgate Fund V GP LLC, a Delaware limited liability company (the "General Partner"), and Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Fund" or "HPE Fund V"), in connection with the formation of the Fund and the offering and sale of limited partnership interests in the Fund (the "Interests") to certain investors (each, a "Limited Partner" or "Investor" and, collectively, the "Limited Partners" or "Investors"). This opinion letter (this "Opinion") is delivered at, and as of the date of, the initial closing of the Fund (the "First Close"), which is occurring on the date hereof. This Opinion is being delivered to you in connection with, and at your request in anticipation of, the First Close.

Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Agreement of Limited Partnership of the Fund (as defined below, the "LPA") or the Confidential Private Placement Memorandum of the Fund (as defined below, the "PPM"), as the context may require.

1. Documents and Materials Examined

In connection with the preparation and rendering of the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, instruments, records, and materials (collectively, the "Reviewed Documents"):

1.1 The Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP (the "LPA"), dated as of the date hereof, by and among the General Partner and each of the Limited Partners admitted to the Fund as of the First Close;

1.2 The Confidential Private Placement Memorandum of Harrowgate Private Equity Fund V LP, dated July 1, 2025 (the "PPM"), as supplemented or amended through the date hereof, including all appendices, exhibits, and supplements attached thereto or delivered in connection therewith;

1.3 The Certificate of Limited Partnership of Harrowgate Private Equity Fund V LP, as filed with the Secretary of State of the State of Delaware on June 12, 2025, together with a certificate of good standing for the Fund issued by the Secretary of State of the State of Delaware dated as of a recent date;

1.4 The Certificate of Formation of Harrowgate Fund V GP LLC, as filed with the Secretary of State of the State of Delaware on June 10, 2025, together with a certificate of good standing for the General Partner issued by the Secretary of State of the State of Delaware dated as of a recent date;

1.5 The Limited Liability Company Agreement of Harrowgate Fund V GP LLC, dated as of June 10, 2025, as amended through the date hereof;

1.6 The form of Subscription Agreement executed by each Limited Partner admitted at the First Close (each, a "Subscription Agreement"), including the Investor Questionnaire attached thereto as Exhibit A (the "Investor Questionnaire"), together with all schedules, annexes, and supplements thereto;

1.7 Each executed side letter agreement between the General Partner (or, as applicable, the Fund) and individual Limited Partners admitted at the First Close (collectively, the "Side Letters"), setting forth certain modifications, waivers, or supplemental terms applicable to such Limited Partners;

1.8 The executed Subscription Agreements and related documentation for each of the following Limited Partners admitted at the First Close, which we have individually reviewed:

(a) Northmoor State Pension System — aggregate capital commitment of Two Hundred Million Dollars ($200,000,000);

(b) The Kingsbridge Endowment Fund — aggregate capital commitment of One Hundred Million Dollars ($100,000,000);

(d) Velthorn Family Office LLC — aggregate capital commitment of Fifty Million Dollars ($50,000,000);

(e) Tidewater Sovereign Investment Authority — aggregate capital commitment of One Hundred Seventy-Five Million Dollars ($175,000,000), investing through Harrowgate Fund V Offshore SLP; and

(f) Stonewall Partners Fund of Funds III LP — aggregate capital commitment of Seventy-Five Million Dollars ($75,000,000);

1.9 The Form D (Notice of Exempt Offering of Securities) prepared for filing with the United States Securities and Exchange Commission (the "SEC") within fifteen (15) days of the First Close pursuant to Rule 503 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act");

1.10 The resolutions and authorizations of the General Partner, including written consents of its managing members, and the resolutions and authorizations of the Sponsor, each authorizing the formation of the Fund, the offering and sale of the Interests, the execution and delivery of the LPA, the PPM, the Subscription Agreements, the Side Letters, and all ancillary documents, and the engagement of Osprey Capital Markets LLC as exclusive placement agent for the Fund; and

1.11 Such other documents, records, certificates, instruments, representations, and materials as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein, including officers' certificates, good standing certificates, organizational documents, board and member resolutions, and correspondence with regulatory authorities.

In our examination of the Reviewed Documents, we have assumed the legal sufficiency of each document for the purpose for which it was intended and have relied upon the factual statements, representations, and warranties contained therein. We have not undertaken any independent investigation to verify or supplement the information set forth in the Reviewed Documents, nor have we conducted any independent due diligence with respect to any Investor or any other party beyond our review of the Reviewed Documents.

2. Assumptions

In rendering the opinions set forth in this Opinion, we have assumed, without independent investigation, verification, or inquiry, each of the following (collectively, the "Assumptions"). The opinions expressed herein are expressly conditioned upon the accuracy and completeness of these Assumptions, and if any of these Assumptions proves to be inaccurate or incomplete in any respect, the opinions expressed herein may be adversely affected and may not be relied upon.

2.1 General Assumptions

In connection with the preparation and delivery of this Opinion, we have assumed the following with respect to matters of a general nature:

(a) The genuineness of all signatures on all documents reviewed by us; the authenticity and completeness of all documents submitted to us as originals; and the conformity to authentic originals of all documents submitted to us as copies, whether certified, photostatic, electronic, or otherwise.

(b) The legal capacity of all natural persons who have executed any of the Reviewed Documents or any other document or instrument relevant to the transactions contemplated hereby.

(c) That each party to any of the Reviewed Documents (other than the Fund and the General Partner, as to which we opine in Section 3 below) has been duly organized or formed, is validly existing, and is in good standing under the laws of its jurisdiction of organization or formation, and has all requisite power, authority, and legal capacity to execute, deliver, and perform its respective obligations under the Reviewed Documents and each other agreement, instrument, or document to which it is a party.

(d) That the execution, delivery, and performance of the Reviewed Documents by each party thereto (other than the Fund and the General Partner) have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action, as applicable, and do not violate or conflict with any law, regulation, order, judgment, decree, agreement, organizational document, or other instrument binding upon such party.

(e) That each Reviewed Document constitutes the legal, valid, and binding obligation of each party thereto (other than the Fund and the General Partner, as to which we opine in Section 3 below), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(f) That there are no agreements, understandings, arrangements, or undertakings (whether written or oral) between or among any of the parties to the Reviewed Documents, or between or among any of them and any third party, that would modify, supplement, or otherwise affect the terms of the Reviewed Documents or the rights and obligations of the parties thereunder, other than the Side Letters that have been made available to us for review.

2.2 Investor-Specific Assumptions

With respect to each Investor admitted as a Limited Partner at the First Close, we have assumed the following:

(a) That each Investor has truthfully, accurately, and completely made all representations, warranties, certifications, covenants, and acknowledgments contained in its Subscription Agreement and its Investor Questionnaire, including, without limitation, the following:

(i) Representations that such Investor is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, as amended, by reason of one or more of the categories enumerated in Rule 501(a)(1) through (a)(13), and that such Investor has accurately identified the specific category or categories of "accredited investor" status upon which it relies in its Investor Questionnaire;

(ii) Representations that such Investor is a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules promulgated thereunder, and that such Investor has accurately identified the specific basis upon which it satisfies the "qualified purchaser" definition in its Investor Questionnaire;

(iii) Representations that such Investor is acquiring the Interests for its own account (or for the account or accounts for which it exercises sole investment discretion) for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution thereof within the meaning of the Securities Act, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing or disposing of the Interests or any part thereof;

(iv) Representations that such Investor, either alone or together with its investment advisors, representatives, or other professional advisors, has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Fund, and that such Investor has had access to all information concerning the Fund, the General Partner, and the Sponsor that it considers necessary or appropriate to make an informed investment decision, including the PPM and the LPA, and has been afforded the opportunity to ask questions of, and receive answers from, representatives of the General Partner and the Sponsor concerning the terms and conditions of the offering and the business, financial condition, and prospects of the Fund;

(v) Representations that such Investor is able to bear the economic risk of its investment in the Fund for an indefinite period and can afford a complete loss of its investment;

(vi) Representations that no general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) was made to such Investor in connection with the offering and sale of the Interests, and that such Investor became aware of the Fund and the offering through pre-existing, substantive relationships with the Sponsor, the General Partner, or the Placement Agent, or through other means not constituting general solicitation or general advertising;

(vii) Representations regarding such Investor's status under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), including whether such Investor is a "benefit plan investor" within the meaning of Section 3(42) of ERISA and the regulations promulgated thereunder by the U.S. Department of Labor, and whether the assets of such Investor constitute "plan assets" subject to the fiduciary responsibility provisions of Title I of ERISA or Section 4975 of the Code;

(viii) Representations regarding compliance with applicable requirements of the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), including that such Investor is not a person or entity with whom dealings are prohibited or restricted under applicable sanctions laws and regulations administered by OFAC, and that no portion of the funds used by such Investor to acquire the Interests constitutes or will constitute funds obtained from or on behalf of any person or entity that is the subject of sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty's Treasury;

(ix) Representations regarding beneficial ownership and anti-money laundering matters, including that such Investor is in compliance with all applicable provisions of the Bank Secrecy Act, the USA PATRIOT Act, and all regulations promulgated thereunder, and has provided accurate and complete information regarding its beneficial ownership structure; and

(x) Representations regarding the domicile and principal place of business of such Investor for purposes of applicable state "blue sky" and securities laws, including identification of the state or jurisdiction in which such Investor maintains its principal office or residence and from which its investment decision was directed.

(b) That no Investor has been formed or reorganized, and no interests in any Investor have been sold or transferred, for the purpose of evading the provisions of the Securities Act, the 1940 Act, or any rules or regulations promulgated thereunder.

(c) That the information and documentation provided by each Investor in connection with the General Partner's and the Placement Agent's investor due diligence and know-your-customer procedures is truthful, accurate, and complete in all material respects.

2.3 Offering Conduct Assumptions

With respect to the manner in which the offering and sale of the Interests has been conducted, we have assumed the following:

(a) That neither the Fund, the General Partner, the Sponsor, Osprey Capital Markets LLC, a Delaware limited liability company and SEC-registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. ("FINRA") (the "Placement Agent"), nor any other person acting on behalf of any of them, has offered or sold the Interests by means of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D, including without limitation any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium, or broadcast over television, radio, or the internet (including social media platforms), or any seminar or meeting whose attendees were invited by any general solicitation or general advertising, or any publicly accessible website or online platform. We understand that all prospective Investors were contacted through pre-existing, substantive relationships maintained by the Sponsor, the General Partner, or the Placement Agent, and that the PPM and other offering materials were delivered only to persons with whom such pre-existing relationships existed.

(b) That no person who is a "covered person" within the meaning of Rule 506(d)(1) of Regulation D — including the Fund, any predecessor of the Fund, any affiliated issuer, any director, executive officer, or other officer of the General Partner participating in the offering, any general partner or managing member of the General Partner, any beneficial owner of 20% or more of the outstanding equity interests of the General Partner or the Fund, any promoter connected with the Fund, any investment manager of the Fund, any person who has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offering (including the Placement Agent and any of its directors, executive officers, or other officers participating in the offering), and any general partner or managing member of any such investment manager or solicitor — is subject to any of the disqualifying events enumerated in Rule 506(d)(1)(i) through (viii) (the "bad actor" disqualification provisions).

(c) That the Placement Agent has, in its capacity as exclusive placement agent for the Fund, complied in all material respects with all applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Sections 15 and 15A thereof, all applicable rules and regulations of the SEC thereunder, all applicable rules of FINRA (including FINRA Rules 5122, 5123, and 2310, to the extent applicable), and all applicable state broker-dealer laws and regulations, in connection with its engagement as placement agent for the Fund. We have not independently verified such compliance and express no opinion with respect thereto.

(d) That the offering and sale of the Interests has been conducted solely in compliance with the requirements of Regulation D, Rule 506(b), promulgated under the Securities Act, and that no more than thirty-five (35) non-accredited investors (within the meaning of Rule 501(a) of Regulation D) have purchased Interests in the offering. We understand, based on our review of the executed Subscription Agreements and Investor Questionnaires, and based on representations of the General Partner, that all Investors admitted at the First Close are accredited investors within the meaning of Rule 501(a) and qualified purchasers within the meaning of Section 2(a)(51) of the 1940 Act.

(e) That the PPM, together with all supplements and amendments thereto, was delivered to each prospective Investor a reasonable time prior to the sale of the Interests to such Investor, and that the PPM, as so supplemented and amended, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. We have not independently verified the accuracy or completeness of the factual statements contained in the PPM and express no opinion with respect thereto.

(f) That any pre-existing relationship between the Placement Agent (or any of its representatives) and any prospective Investor was established prior to, and independently of, the offering of the Interests, and was not established for the purpose of participating in the offering.

2.4 Compliance Assumptions

With respect to ongoing regulatory compliance matters, we have assumed the following:

(a) That the Fund will timely file a Form D (Notice of Exempt Offering of Securities) with the SEC within fifteen (15) calendar days following the First Close, in accordance with the requirements of Rule 503 of Regulation D, and will file any required amendments to such Form D in a timely manner thereafter, including amendments to reflect any subsequent closings and any material changes in the information reported therein.

(b) That the Fund will make all required notice filings (commonly referred to as "blue sky" filings) under the securities laws of each state and territory of the United States in which any Investor admitted at the First Close is domiciled or maintains its principal place of business, to the extent required by the applicable state securities laws and regulations. We understand that many states have adopted Regulation D coordination or notification exemptions (including, without limitation, exemptions under uniform limited offering exemptions modeled on or substantially similar to the National Securities Markets Improvement Act of 1996 ("NSMIA") preemption provisions applicable to "covered securities" under Section 18 of the Securities Act), and that the Fund intends to rely on such exemptions and make all required notice filings in connection therewith.

(c) That the Fund will not, following the First Close, take any action, or permit any condition to exist, that would cause the offering and sale of the Interests to fail to satisfy the conditions and requirements of Rule 506(b) of Regulation D or Section 4(a)(2) of the Securities Act, including without limitation (i) engaging in any form of general solicitation or general advertising in connection with the offering, (ii) admitting any Investor who is not an accredited investor and a qualified purchaser, (iii) failing to provide adequate information to any Investor as required by Regulation D, or (iv) permitting any covered person to become subject to a disqualifying event under Rule 506(d).

(d) That the aggregate capital commitments to the Fund at the First Close are Seven Hundred Fifty Million Dollars ($750,000,000), and that the Fund's target fundraise is One Billion Five Hundred Million Dollars ($1,500,000,000), with a hard cap of One Billion Seven Hundred Fifty Million Dollars ($1,750,000,000) (inclusive of the General Partner commitment), and that subsequent closings may be held on a rolling basis until the Final Close Deadline of February 15, 2027 (eighteen months following the First Close).

3. Opinions

Based upon and subject to the foregoing, and subject further to the qualifications, limitations, exceptions, and assumptions set forth in this Opinion, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that:

Opinion 3.1 — Securities Act Exemption (Section 4(a)(2) and Regulation D, Rule 506(b))

Based on the foregoing review of the Reviewed Documents and subject to the Assumptions, qualifications, and limitations set forth herein, it is our opinion that the offering and sale of the Interests in the Fund, as described in the PPM, the LPA, and the Subscription Agreements, and as conducted through the First Close, are exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder (17 C.F.R. §§ 230.501–230.508).

In reaching this opinion, we have considered, among other things, the following factors, each of which we believe supports the availability of the exemption under Section 4(a)(2) and Rule 506(b):

(a) No General Solicitation or General Advertising. The offering of the Interests has been conducted as a private placement, and neither the Fund, the General Partner, the Sponsor, the Placement Agent, nor any other person acting on behalf of any of them has offered or sold the Interests by any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D. All prospective Investors were approached through pre-existing, substantive relationships with the Sponsor, the General Partner, or the Placement Agent, and the offering materials were distributed only to qualified prospective Investors on a confidential basis.

(b) Accredited Investor Status. The Interests have been offered and sold only to persons who are "accredited investors" as defined in Rule 501(a) of Regulation D. Each Investor admitted at the First Close has represented and warranted in its Subscription Agreement and Investor Questionnaire that it meets the requirements of one or more of the categories of accredited investors enumerated in Rule 501(a), and the General Partner has verified such status through its review of the Investor Questionnaires and related documentation. No non-accredited investors have been admitted to the Fund at the First Close.

(c) Investment Intent. Each Investor admitted at the First Close has represented and warranted in its Subscription Agreement that it is acquiring the Interests for its own account for investment purposes only and not with a view to distribution within the meaning of the Securities Act. Each Investor has further acknowledged the restrictions on transferability of the Interests and the absence of any public market for the Interests.

(d) Access to Information. Each Investor admitted at the First Close has been provided with, or has had access to, all material information concerning the Fund, the General Partner, and the Sponsor, including the PPM, the LPA, and the opportunity to ask questions of, and receive answers from, representatives of the General Partner and the Sponsor. The PPM contains detailed information regarding the Fund's investment strategy, the terms and conditions of the Interests, the risks associated with an investment in the Fund, the management and advisory fees payable by the Fund, and other material information.

(e) Number of Purchasers. The number of purchasers of the Interests at the First Close (six Investors, as identified in Section 1.8 above) does not exceed the maximum number of purchasers permitted under Rule 506(b) of Regulation D, which limits non-accredited investors to thirty-five (35) but imposes no limit on the number of accredited investors.

(f) Transfer Restrictions and Legends. Appropriate legends restricting the transfer, sale, pledge, hypothecation, or other disposition of the Interests will be placed on all certificates, book-entry notations, or other evidences of ownership representing or relating to the Interests. The LPA contains comprehensive transfer restrictions (Article IX thereof) requiring, among other things, the prior written consent of the General Partner to any transfer, compliance with applicable securities laws, delivery of an opinion of counsel satisfactory to the General Partner that such transfer is exempt from registration under the Securities Act, and satisfaction of the qualified purchaser requirements under the 1940 Act.

(g) Not a Blank Check Company. The Fund is not a "blank check company" as defined in Rule 501(a) of Regulation D (i.e., a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies). The Fund has a specific investment strategy focused on North American mid-market and upper-mid-market leveraged buyout transactions in selected industry verticals, as described in detail in the PPM, and does not propose to engage in mergers or acquisitions with unidentified companies in the manner contemplated by the blank check company definition.

(h) No Bad Actor Disqualification. Based on the representations and certifications provided by the General Partner, the Sponsor, and the Placement Agent, and based on our review of Rule 506(d) questionnaires completed by each covered person, no "covered person" within the meaning of Rule 506(d)(1) of Regulation D is subject to any disqualifying event described in Rule 506(d)(1)(i) through (viii), including any criminal conviction, court injunction or restraining order, final order of certain state or federal regulators, SEC disciplinary order, SEC cease-and-desist order, suspension or expulsion from membership in a self-regulatory organization, or SEC stop order or order suspending a Regulation A exemption, in each case within the applicable look-back periods specified in Rule 506(d).

Opinion 3.2 — Investment Company Act Exemption (Section 3(c)(7))

Based on the foregoing review of the Reviewed Documents and subject to the Assumptions, qualifications, and limitations set forth herein, it is our opinion that the Fund is not, and upon the consummation of the First Close and the admission of the Limited Partners will not be, required to register as an "investment company" under the Investment Company Act of 1940, as amended (the "1940 Act"), by reason of the exclusion from the definition of "investment company" provided by Section 3(c)(7) of the 1940 Act.

In reaching this opinion, we have considered, among other things, the following factors:

(a) Qualified Purchaser Requirement. The outstanding securities of the Fund (i.e., the Interests) are, and upon consummation of the First Close will be, owned exclusively by persons who, at the time of acquisition of such securities, are "qualified purchasers" within the meaning of Section 2(a)(51) of the 1940 Act and Rule 2a51-1 promulgated thereunder. Each Investor admitted at the First Close has represented and warranted in its Subscription Agreement and Investor Questionnaire that it is a "qualified purchaser" within the meaning of Section 2(a)(51) of the 1940 Act, and the General Partner has verified such status through its review of the Investor Questionnaires and related documentation.

(b) No Public Offering. The Fund has not made, and does not propose to make, a public offering of its securities within the meaning of Section 3(c)(7) of the 1940 Act. The offering and sale of the Interests has been conducted as a private placement exempt from the registration requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D, as set forth in Opinion 3.1 above.

(c) Section 3(c)(7) vs. Section 3(c)(1). The Fund relies on the exclusion provided by Section 3(c)(7) of the 1940 Act, and not on the exclusion provided by Section 3(c)(1) of the 1940 Act. Accordingly, the number of beneficial owners of the Fund's outstanding securities is not subject to the one-hundred (100) person limitation applicable to issuers relying on Section 3(c)(1). The Section 3(c)(7) exclusion is available to any issuer whose outstanding securities are owned exclusively by qualified purchasers and which does not make and does not propose to make a public offering of its securities.

(d) Minimum Commitment. The minimum capital commitment for each Limited Partner admitted to the Fund is Ten Million Dollars ($10,000,000), subject to waiver by the General Partner in its sole discretion. All Investors admitted at the First Close have committed capital at or above this minimum threshold. The smallest commitment at the First Close is the Fifty Million Dollar ($50,000,000) commitment of Velthorn Family Office LLC.

(e) Investment Strategy. The Fund's investment strategy, as described in the PPM, is focused on North American mid-market and upper-mid-market leveraged buyout transactions in the industrials, business services, healthcare services, and technology-enabled services sectors, with target equity investment sizes ranging from Seventy-Five Million Dollars ($75,000,000) to Two Hundred Fifty Million Dollars ($250,000,000) per portfolio company. This investment strategy is consistent with private equity fund structures that are typically eligible for, and commonly rely upon, the Section 3(c)(7) exclusion from the definition of "investment company" under the 1940 Act. The Fund is not a "hedge fund" or other type of pooled investment vehicle that would raise separate or additional concerns under the 1940 Act.

3.3 Investment Advisers Act Status (Informational Note)

The following is provided for informational purposes only and does not constitute a formal legal opinion.

We note that Harrowgate Capital Partners LLC is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act") (SEC File No. 801-79223; CRD No. 298417), and serves as the investment adviser to the Fund pursuant to the terms of the LPA and the advisory arrangements described therein. The Sponsor's registration as an investment adviser is reflected in its current Form ADV, Part 1A and Part 2A (Brochure), as filed with the SEC and available through the Investment Adviser Public Disclosure database maintained by the SEC and FINRA.

Our opinions set forth herein do not address compliance by the Sponsor with the Advisers Act or any rules promulgated thereunder, including without limitation Rule 206(4)-1 (marketing rule), Rule 206(4)-2 (custody rule), Rule 206(4)-7 (compliance programs), or Rule 204-2 (books and records), except to the extent that compliance with the Advisers Act is directly relevant to the availability of the offering exemptions addressed in Opinions 3.1 and 3.2 above. Compliance with the Advisers Act is the subject of separate analysis and is not within the scope of this Opinion.

4. Qualifications and Limitations

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

4.1 Scope Limitations

(a) This Opinion is limited solely to (i) the federal securities laws of the United States, specifically the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (including Regulation D), and (ii) the Investment Company Act of 1940, as amended. We express no opinion with respect to any other federal, state, local, or foreign law, rule, or regulation, except as expressly set forth herein.

(b) Without limiting the generality of the foregoing, this Opinion does not address:

(i) The securities or "blue sky" laws of any state or territory of the United States, including the Uniform Securities Act, the Delaware Securities Act, the New York Martin Act, or any other state securities statute, rule, or regulation. We note, however, that the Fund anticipates making state notice filings under applicable Regulation D coordination or notification exemptions in those states in which Investors admitted at the First Close are domiciled, and that Section 18(b)(4)(F) of the Securities Act, as added by NSMIA, preempts state registration requirements with respect to "covered securities" offered and sold in transactions exempt under Rule 506;

(ii) The laws of any foreign jurisdiction, including the Cayman Islands (with respect to the offshore parallel vehicle, Harrowgate Fund V Offshore SLP, a Cayman Islands exempted limited partnership), Bermuda (with respect to any Investor domiciled or organized therein, including Edgecombe Insurance Group Ltd., a Bermuda-domiciled insurance company), or any other non-U.S. jurisdiction. We note that the offering and sale of interests in the Offshore Feeder may be subject to the securities laws and regulatory requirements of the Cayman Islands and other foreign jurisdictions, and separate legal opinions from local counsel should be obtained with respect thereto;

(iii) ERISA, the Internal Revenue Code of 1986, as amended, or any rules or regulations promulgated thereunder, including without limitation matters relating to (A) the characterization of the Fund's assets as "plan assets" under Section 3(42) of ERISA and the U.S. Department of Labor's Plan Asset Regulation (29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA), (B) unrelated business taxable income ("UBTI") under Sections 511 through 514 of the Code, (C) effectively connected income ("ECI") under Section 864 of the Code, (D) the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") under Sections 897 and 1445 of the Code, or (E) the application of Section 1061 of the Code to carried interest allocations. These matters are addressed separately in other memoranda prepared by this firm and delivered to the General Partner;

(iv) The Securities Exchange Act of 1934, as amended, FINRA rules, or the broker-dealer regulatory framework applicable to Osprey Capital Markets LLC in its capacity as placement agent for the Fund, including without limitation Regulation Best Interest, the suitability obligations of FINRA Rule 2111, or the private placement filing requirements of FINRA Rule 5123; and

(v) Any anti-fraud provisions under federal or state law, including Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and comparable provisions under state securities laws. We express no opinion as to whether the PPM or any other offering material contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.2 Reliance on Representations

(a) The opinions expressed herein are based in significant part on the representations, warranties, certifications, covenants, and acknowledgments of the Investors contained in their respective Subscription Agreements and Investor Questionnaires. We have not independently verified the accuracy, completeness, or truthfulness of any such representation, warranty, certification, covenant, or acknowledgment, and we have not conducted any independent investigation or due diligence with respect to any Investor to determine whether such Investor is in fact an accredited investor or a qualified purchaser, or whether such Investor is acquiring the Interests for investment purposes and not with a view to distribution.

(b) If any representation, warranty, certification, covenant, or acknowledgment made by any Investor in its Subscription Agreement or Investor Questionnaire is, or becomes, inaccurate, incomplete, or misleading in any material respect, the opinions expressed herein may be adversely affected and may not be valid or reliable. In particular, and without limitation:

(i) If any Investor is not, in fact, an "accredited investor" within the meaning of Rule 501(a) of Regulation D at the time of its acquisition of the Interests, the exemption under Rule 506(b) of Regulation D may be unavailable with respect to the sale of the Interests to such Investor, and the overall availability of the Rule 506(b) exemption for the offering as a whole could be jeopardized, depending on the number of non-accredited investors and whether the disclosure requirements of Rule 502(b) have been satisfied;

(ii) If any Investor is not, in fact, a "qualified purchaser" within the meaning of Section 2(a)(51) of the 1940 Act at the time of its acquisition of the Interests, the Section 3(c)(7) exclusion may be unavailable, and the Fund may be required to register as an investment company under the 1940 Act or to restructure the Fund to comply with the requirements of Section 3(c)(1) or another available exclusion; and

(iii) If any Investor acquired the Interests with a view to distribution within the meaning of the Securities Act, such Investor may be deemed a statutory "underwriter" under Section 2(a)(11) of the Securities Act, and the exemption from registration under Section 4(a)(2) and Rule 506(b) may be unavailable with respect to the sale to such Investor.

4.3 Continuing Compliance

(a) The exemptions from registration addressed in this Opinion — specifically, the exemption from registration under Section 5 of the Securities Act pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D, and the exclusion from the definition of "investment company" under Section 3(c)(7) of the 1940 Act — are transaction-based exemptions and exclusions. This Opinion speaks only as of the date hereof and only with respect to the transactions occurring at the First Close.

(b) We express no opinion regarding the effect of any subsequent offering, sale, exchange, or other transfer or disposition of Interests, whether occurring at any subsequent closing of the Fund (including any subsequent close up to the Final Close Deadline of February 15, 2027, which is eighteen (18) months following the First Close), in the secondary market, or otherwise, or regarding the effect of any change in applicable law, rule, regulation, or SEC or judicial interpretation occurring after the date hereof.

(c) We note that the Fund intends to conduct subsequent closings on a rolling basis for up to eighteen (18) months following the First Close, during which period additional Investors may be admitted to the Fund and additional capital commitments may be accepted. A separate opinion letter or supplement to this Opinion may be delivered at any such subsequent closing, and the Assumptions, qualifications, and limitations set forth herein should be re-examined and re-confirmed at each such subsequent closing to ensure their continued accuracy and applicability.

(d) Maintaining the Section 3(c)(7) exclusion from the definition of "investment company" under the 1940 Act requires, on a continuous and ongoing basis, that all holders of the Fund's outstanding securities be "qualified purchasers" within the meaning of Section 2(a)(51) of the 1940 Act and that the Fund not engage in, or propose to engage in, a public offering of its securities. Any transfer, assignment, or other disposition of Interests must be conducted in compliance with these requirements and with the transfer restrictions set forth in Article IX of the LPA. The General Partner should implement and maintain procedures to ensure that the qualified purchaser status of all transferees is verified prior to the effectiveness of any transfer.

4.4 Regulatory Filing Qualification

(a) Our opinion in Section 3.1 above is subject to and conditioned upon the timely filing of the Form D (Notice of Exempt Offering of Securities) with the SEC within fifteen (15) calendar days of the First Close in accordance with Rule 503 of Regulation D, and the completion of all required state notice filings in a timely manner.

(b) We note that, as a matter of law, the failure to file a Form D does not automatically eliminate the availability of the exemption provided by Rule 506(b) of Regulation D. The SEC has stated in Release No. 33-6389 (1982) and subsequent guidance that the filing of Form D is not a condition to the availability of the Rule 506 exemption. However, failure to timely file the Form D may (i) result in the loss of the ability to rely on Rule 506 for future offerings, (ii) subject the Fund, the General Partner, and the Sponsor to enforcement action by the SEC, including the possible issuance of a cease-and-desist order, and (iii) result in the loss of the ability to rely on Regulation D coordination or notification exemptions under certain state securities laws that condition their availability on the timely filing of a Form D with the SEC.

4.5 Integration.

(a) We have assumed that neither the Fund nor any affiliate of the Fund (including the Sponsor, the General Partner, or any other fund or investment vehicle managed or controlled by the Sponsor or its affiliates) is currently making, or has recently made, any offering of securities that could be "integrated" with the offering of the Interests under Rule 502(a) of Regulation D, SEC guidance on integration (including the safe harbors set forth in Rule 152 of the Securities Act, as amended in 2020), or applicable judicial precedent.

(b) In this regard, we note that the Fund's predecessor vehicle, Harrowgate Private Equity Fund IV LP (2021 vintage, aggregate commitments of approximately $1.45 billion), has completed its fundraising process, held its final close in 2022, and is currently in its harvesting phase, with approximately eighty-two percent (82%) of committed capital deployed as of the date hereof. We further note that no overlap of offering activities between the Fund IV offering and the Fund V offering has occurred, and that more than six (6) months have elapsed between the final close of Fund IV and the commencement of the Fund V offering. Based on the foregoing, and subject to the Assumptions set forth herein, we do not believe that the Fund IV offering raises integration concerns with respect to the Fund V offering under current SEC guidance and the safe harbors of Rule 152.

(c) To the extent that the Fund or any affiliate thereof conducts any concurrent or overlapping offering of securities (whether of interests in a parallel fund, a co-investment vehicle, a continuation vehicle, or otherwise), the integration analysis should be revisited, and separate counsel should be consulted as to the potential impact on the availability of the Rule 506(b) exemption for the offering of the Interests.

4.6 Parallel Vehicles and blocker

(a) This Opinion addresses only the offering and sale of Interests in Harrowgate Private Equity Fund V LP (the "Main Fund") and does not address the formation, organization, offering, or sale of interests in any other fund vehicle or entity within the HPE Fund V fund complex, including without limitation:

(i) Harrowgate Fund V Parallel LP, a Delaware limited partnership organized as a parallel investment vehicle to invest alongside the Main Fund on a pro rata basis;

(ii) Harrowgate Fund V Offshore SLP, a Cayman Islands exempted limited partnership organized as an offshore feeder vehicle for non-U.S. investors and certain tax-exempt U.S. investors (the "Offshore Feeder"); and

(iii) HGF V blocker Corp., a Delaware corporation organized as a "Blocker" entity to mitigate UBTI and ECI for certain tax-exempt and non-U.S. investors investing through the Main Fund or the Parallel Fund (the "blocker").

(b) Each of the Parallel Fund, the Offshore Feeder, and the blocker may require separate securities law analysis and opinions, including analysis under the securities laws of applicable foreign jurisdictions (in the case of the Offshore Feeder) and analysis of the implications of the blocker structure under the Securities Act and the 1940 Act.

(c) To the extent that any Investor admitted at the First Close invests through the Parallel Fund, the Offshore Feeder, or the blocker (as applicable), this Opinion does not extend to such investment. By way of example, and without limitation: (i) to the extent that The Kingsbridge Endowment Fund invests through the blocker or the Parallel Fund to manage UBTI, our opinions do not extend to the offering and sale of interests in the blocker or the Parallel Fund; and (ii) to the extent that Tidewater Sovereign Investment Authority invests through the Offshore Feeder, our opinions do not extend to the offering and sale of interests in the Offshore Feeder or to the compliance of such offering with the securities laws of the Cayman Islands or any other non-U.S. jurisdiction. Separate opinion letters should be obtained from appropriate counsel with respect to each such vehicle.

5. Governing Law

This Opinion is governed by, and shall be construed in accordance with, the laws of the State of Delaware and the federal laws of the United States of America, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction.

Any disputes arising out of or in connection with this Opinion, including any question regarding its existence, validity, interpretation, or scope, shall be subject to the exclusive jurisdiction of the Delaware Court of Chancery, sitting in New Castle County, Delaware, or, if the Delaware Court of Chancery declines to exercise jurisdiction or does not have subject matter jurisdiction over such dispute, the Superior Court of Delaware, sitting in New Castle County, Delaware.

6. Reliance and Restrictions on Use

This Opinion is rendered solely for the benefit of Harrowgate Fund V GP LLC, in its capacity as General Partner of the Fund, and Harrowgate Capital Partners LLC, in its capacity as Sponsor and investment adviser to the Fund, and their respective successors and assigns (collectively, the "Addressees"). This Opinion may not be relied upon by any other person or entity, and no other person or entity is entitled to rely on the opinions expressed herein, without our prior written consent.

Notwithstanding the foregoing, we hereby consent to the following limited uses of this Opinion:

(a) The reference to this Opinion, and a summary description of the opinions contained herein, in the PPM and in any supplement or amendment thereto, in the form and manner previously approved by us;

(b) The delivery of a copy of this Opinion to the following persons and entities, solely for informational purposes and not for reliance:

(i) The Limited Partners admitted at the First Close, in connection with their investment in the Fund;

(ii) Ashford National Bank, N.A., in its capacity as lender under the subscription credit facility entered into by the Fund, solely in connection with such credit facility and solely for informational purposes in connection with such lender's credit evaluation of the Fund; and

(iii) Pinnacle Fund Services LLC, in its capacity as fund administrator to the Fund, solely for informational purposes in connection with the performance of its fund administration services.

Except as expressly set forth above, this Opinion may not be quoted, cited, referred to, relied upon, or reproduced in whole or in part, in any document, report, financial statement, filing, prospectus, offering document, or other instrument, or furnished to any other person or entity, without our prior written consent. Any consent to the delivery of this Opinion to the persons described above is limited to informational purposes only and does not extend to reliance, and no such person shall have any right to rely on the opinions expressed herein unless we have separately and expressly confirmed such reliance in writing.

7. No Obligation to Update

We assume no obligation to update, revise, or supplement this Opinion to reflect any facts, circumstances, developments, or events that may come to our attention after the date hereof, or any changes in applicable law, rule, regulation, or judicial or administrative interpretation that may occur after the date hereof, whether or not such facts, circumstances, developments, events, or changes might affect the opinions expressed herein or the accuracy of the Assumptions upon which they are based. Without limiting the generality of the foregoing, we assume no obligation to monitor the continued accuracy of the Investors' representations and warranties, the continued compliance of the offering with Regulation D or the 1940 Act, the continued availability of the Section 3(c)(7) exclusion, or any other matter relevant to the opinions expressed herein.

The opinions expressed herein are being delivered as of the date hereof and should not be relied upon as of any later date.

Very truly yours,