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) 658-7200 Facsimile: (302) 658-7201

620 Eighth Avenue, 42nd Floor New York, New York 10018 Telephone: (212) 903-4500 Facsimile: (212) 903-4501

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

Copies to:

Each Limited Partner executing a Subscription Agreement at the First Close (this opinion is delivered for the benefit of and may be relied upon by each such Limited Partner)

Ashford National Bank, N.A.

Attn: Lisa M. Osterberg, Managing Director, Fund Finance

300 Vesey Street New York, New York 10282 (to the extent required under the subscription credit facility documentation)

CONFIDENTIAL

Ladies and Gentlemen:

We have acted as counsel to Harrowgate Capital Partners LLC ("HCP"), a Delaware limited liability company, in connection with the formation of Harrowgate Private Equity Fund V LP (the "Fund" or "HPE Fund V"), a Delaware limited partnership, and Harrowgate Fund V GP LLC (the "General Partner" or "Fund V GP"), a Delaware limited liability company. The General Partner serves as the sole general partner of the Fund, and HCP is the sole member of the General Partner. This opinion letter (this "Opinion") is delivered in connection with the first closing (the "First Close") of the Fund occurring on the date hereof. We understand that the Fund has a target hard cap of Two Billion Dollars ($2,000,000,000) in aggregate capital commitments and that the minimum First Close target is Seven Hundred Fifty Million Dollars ($750,000,000) in aggregate capital commitments.

This Opinion is delivered to you pursuant to Section 3.02(c) of the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP, dated as of August 15, 2025 (as defined below, the "LPA"), and, to the extent applicable, pursuant to Section 4.01(a)(iii) of the Credit Agreement, dated as of August 8, 2025, among the Fund, the General Partner, and Ashford National Bank, N.A., as administrative agent and lender (the "Credit Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the LPA unless the context otherwise requires.

I. DOCUMENTS EXAMINED

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

1. 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 July 22, 2025 (the "Fund Certificate").

2. The Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP, dated as of August 15, 2025, by and among the General Partner and the Limited Partners party thereto (the "LPA").

3. The Certificate of Formation of Harrowgate Fund V GP LLC, as filed with the Secretary of State of the State of Delaware on July 18, 2025 (the "GP Certificate").

4. The Limited Liability Company Agreement of Harrowgate Fund V GP LLC, dated as of July 18, 2025, by Harrowgate Capital Partners LLC as sole member (the "GP LLC Agreement").

5. The Certificate of Formation of Harrowgate Capital Partners LLC, as on file with the Secretary of State of the State of Delaware, and the Amended and Restated Limited Liability Company Agreement of Harrowgate Capital Partners LLC, dated as of March 10, 2017 (as amended through the date hereof) (collectively, the "HCP Organizational Documents").

6. The Subscription Agreements executed by each Limited Partner subscribing at the First Close, together with the related Investor Questionnaires completed by each such Limited Partner in connection therewith (collectively, the "Subscription Documents").

7. The side letters entered into between the General Partner and certain Limited Partners in connection with the First Close, including all schedules and exhibits thereto (the "Side Letters").

8. A Certificate of Good Standing for Harrowgate Private Equity Fund V LP issued by the Secretary of State of the State of Delaware, dated August 14, 2025.

9. A Certificate of Good Standing for Harrowgate Fund V GP LLC issued by the Secretary of State of the State of Delaware, dated August 14, 2025.

10. A Certificate of Good Standing for Harrowgate Capital Partners LLC issued by the Secretary of State of the State of Delaware, dated August 14, 2025.

11. Resolutions of Harrowgate Capital Partners LLC, as sole member of the General Partner, adopted by written consent effective as of August 12, 2025, authorizing the execution, delivery, and performance of the LPA and the transactions contemplated thereby, including the acceptance of capital commitments at the First Close and the execution and delivery of the Side Letters and the Credit Agreement (the "Authorizing Resolutions").

12. An Officer's Certificate of the General Partner, executed by Marcus J. Harrowgate, Chief Executive Officer, and Jonathan P. Birch, Chief Financial Officer, dated the date hereof, as to certain factual matters set forth therein (the "Officer's Certificate").

13. Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate for purposes of the opinions expressed herein, including telephone confirmations from the office of the Secretary of State of the State of Delaware with respect to the good standing of the Fund, the General Partner, and HCP as of the date hereof.

We refer to Items 1 through 13 above, together with all exhibits, schedules, annexes, and supplements thereto, collectively as the "Opinion Documents."

II. ASSUMPTIONS

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

1. Authenticity and Conformity. All documents submitted to us as originals are authentic. All documents submitted to us as certified, conformed, or photostatic copies conform to the originals thereof. All signatures on all documents examined by us are genuine, and all natural persons who executed any of the Opinion Documents were competent to do so at the time of execution.

2. Legal Capacity. Each natural person executing any Opinion Document had the legal capacity to do so at the time of such execution.

3. Organization and Standing of Third Parties. Each party to the Opinion Documents (other than the Fund, the General Partner, and HCP, as to matters expressly covered by our opinions herein) is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

4. Power, Authority, and Action of Third Parties. Each party to the Opinion Documents (other than the Fund, the General Partner, and HCP, as to matters expressly covered by our opinions herein) has all requisite power and authority, and has taken all necessary corporate, limited liability company, limited partnership, trust, or other organizational action, to authorize the execution, delivery, and performance of each of the Opinion Documents to which it is a party and to consummate the transactions contemplated thereby.

5. Binding Obligations of Third Parties. Each Opinion Document constitutes the legal, valid, and binding obligation of each party thereto (other than the Fund, the General Partner, and HCP, as to matters expressly covered by our opinions herein), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity.

6. No Violations by Third Parties. The execution and delivery of each Opinion Document and the performance of the obligations thereunder by each party thereto (other than the Fund, the General Partner, and HCP) do not and will not violate, conflict with, or result in a breach of or default under any agreement, instrument, order, judgment, decree, or applicable law to which any such party is a party or by which any such party or any of its properties or assets is bound.

7. Accuracy of Factual Statements. The factual statements, representations, and warranties contained in the Officer's Certificate and in the Subscription Documents are true, correct, and complete in all material respects as of the date hereof, and no event has occurred that would render any such statement, representation, or warranty untrue or misleading in any material respect.

8. Qualified Purchaser and Accredited Investor Status. Each Limited Partner subscribing at the First Close is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder, and an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and such status has been accurately represented by each such Limited Partner in its Subscription Documents.

9. Due Subscription. All capital commitments accepted at the First Close have been duly made in accordance with the procedures set forth in the Subscription Documents and the LPA, and the General Partner has accepted each such capital commitment in accordance with the terms and conditions of the LPA and the applicable Subscription Documents.

10. Adequate Consideration. The consideration for each Limited Partner's interest in the Fund is adequate and lawful, and no Limited Partner's capital commitment is subject to any claim of avoidance, setoff, counterclaim, or defense.

We have made no independent factual investigation for the purpose of rendering this Opinion, and we have relied exclusively upon the Opinion Documents and the assumptions set forth above with respect to all factual matters. Where our opinions are qualified by the phrase "to our knowledge" or words of similar import, such phrase refers only to the actual knowledge of the attorneys in this firm who have given substantive legal attention to the matters addressed herein, without any duty of inquiry or investigation.

III. OPINIONS

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

3.1 Due Formation and Valid Existence of the Fund

Harrowgate Private Equity Fund V LP is a limited partnership duly formed and validly existing under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. (the "DRULPA"). The Fund Certificate has been duly executed by an authorized person and duly filed with the Secretary of State of the State of Delaware in accordance with Section 17-201 of the DRULPA. Based upon the Certificate of Good Standing referenced in Item 8 of Section I above, the Fund is in good standing under the laws of the State of Delaware as of the date of such certificate.

3.2 Due Formation and Valid Existence of the General Partner

Harrowgate Fund V GP LLC is a limited liability company duly formed and validly existing under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the "DLLCA"). The GP Certificate has been duly executed by an authorized person and duly filed with the Secretary of State of the State of Delaware in accordance with Section 18-201 of the DLLCA. Based upon the Certificate of Good Standing referenced in Item 9 of Section I above, the General Partner is in good standing under the laws of the State of Delaware as of the date of such certificate. Harrowgate Capital Partners LLC, as sole member of the General Partner, is duly formed, validly existing, and in good standing under the laws of the State of Delaware, based upon the Certificate of Good Standing referenced in Item 10 of Section I above and our review of the HCP Organizational Documents.

3.3 Power and Authority

The Fund has the limited partnership power and authority under the DRULPA and the LPA to execute, deliver, and perform its obligations under the LPA and the other Opinion Documents to which it is a party, and to conduct its business as described in the LPA, including, without limitation, the making of investments in North American mid-market and upper-mid-market buyout transactions and platform and add-on acquisitions in the sectors and sub-sectors described in the LPA, the borrowing of funds and the granting of security interests in connection therewith, the making of distributions to the Partners, and the taking of such other actions as are contemplated by the LPA and reasonably incidental thereto.

The General Partner has the limited liability company power and authority under the DLLCA, the GP LLC Agreement, and the LPA to act as the sole general partner of the Fund, to execute, deliver, and perform the LPA on behalf of the Fund, and to execute and deliver the Side Letters, each Subscription Agreement to which it is a party, the Credit Agreement, and each other Opinion Document to which the General Partner is a party, and to perform its obligations thereunder.

Harrowgate Capital Partners LLC, as sole member of the General Partner, has duly authorized the General Partner to take all actions contemplated by the Opinion Documents, including those actions authorized by the Authorizing Resolutions referenced in Item 11 of Section I above.

3.4 Due Authorization, Execution, and Delivery

The execution, delivery, and performance of the LPA and the other Opinion Documents to which the Fund and the General Partner are parties have been duly authorized by all necessary limited partnership action (in the case of the Fund) and limited liability company action (in the case of the General Partner), including, without limitation, the adoption of the Authorizing Resolutions by HCP as sole member of the General Partner. No further action on the part of the Fund, the General Partner, or HCP is required to authorize the execution, delivery, or performance of any Opinion Document.

The LPA has been duly executed and delivered by the General Partner, acting in its capacity as the sole general partner of the Fund on behalf of the Fund, and has been duly executed and delivered by each Limited Partner executing a Subscription Agreement at the First Close and admitted to the Fund in accordance with the terms of the LPA and the applicable Subscription Documents.

Each Subscription Agreement, each Side Letter, and each other Opinion Document to which the General Partner is a party has been duly executed and delivered by the General Partner, acting through its duly authorized officers and representatives.

3.5 Enforceability

The LPA constitutes the legal, valid, and binding obligation of the Fund and the General Partner, enforceable against each of them in accordance with its terms, subject in each case to the qualifications, exceptions, and limitations set forth in Section IV below.

Each Side Letter executed in connection with the First Close constitutes the legal, valid, and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, subject in each case to the same qualifications, exceptions, and limitations set forth in Section IV below.

3.6 No Violations

The execution, delivery, and performance of the LPA and the other Opinion Documents by the Fund and the General Partner do not and will not:

(a) violate, conflict with, or result in a breach of or default under (i) the Fund Certificate or the LPA (as applied to the Fund), (ii) the GP Certificate or the GP LLC Agreement (as applied to the General Partner), or (iii) the HCP Organizational Documents (as applied to HCP);

(b) violate any existing law, statute, rule, or regulation of the State of Delaware that, in our experience, is generally applicable to transactions of the nature contemplated by the Opinion Documents and is applicable to the Fund, the General Partner, or HCP, including the DRULPA and the DLLCA; or

(c) result in a breach of, or constitute a default or an event of default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the assets of the Fund, the General Partner, or HCP pursuant to, any agreement, instrument, order, judgment, or decree identified in the Officer's Certificate to which the Fund, the General Partner, or HCP is a party or by which any of them or any of their respective properties or assets is bound.

We note that the opinion set forth in this Section 3.6 is limited to the laws of the State of Delaware as in effect on the date hereof, including the DRULPA and the DLLCA, and does not address federal securities laws, federal or state tax laws, the Employee Retirement Income Security Act of 1974, as amended, or the laws of any jurisdiction other than the State of Delaware. Our opinion in clause (c) above is limited to the agreements, instruments, orders, judgments, and decrees identified in the Officer's Certificate, and we have not conducted any independent search or investigation to identify any additional agreements or instruments.

3.7 Limited Partner Status

Based upon the terms of the LPA and the DRULPA, each person who has executed a Subscription Agreement that has been accepted by the General Partner at the First Close and who has been admitted as a limited partner of the Fund in accordance with the terms and conditions of the LPA is a limited partner of the Fund within the meaning of Section 17-101(8) of the DRULPA. The limited partnership interests acquired by the Limited Partners at the First Close have been validly issued in accordance with the LPA and the DRULPA, and each such Limited Partner's interest in the Fund, including such Limited Partner's capital commitment and its share of the profits, losses, and distributions of the Fund, is as set forth in the LPA and the applicable Subscription Documents.

IV. QUALIFICATIONS, EXCEPTIONS, AND LIMITATIONS

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

4.1 Enforceability Qualifications

The enforceability opinions expressed in Section 3.5 above (and to the extent the enforceability of any obligation is relevant to the other opinions expressed herein) are subject to and limited by:

(a) Bankruptcy and Insolvency Laws. Applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally, including, without limitation, Title 11 of the United States Code (the Bankruptcy Code), the Delaware Uniform Fraudulent Transfer Act (6 Del. C. §§ 1301–1311), and any successor statutes thereto.

(b) General Principles of Equity. General principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, unconscionability, and the possible unavailability of equitable remedies where adequate remedies at law exist.

(c) Discretionary Equitable Remedies. The possible unavailability of specific performance, injunctive relief, or other equitable remedies, which remedies are subject to the discretion of the court before which any proceeding therefor may be brought, and the court's determination that specific performance, injunctive relief, or other equitable remedies are appropriate in the circumstances.

(d) Public Policy — Indemnification. Public policy considerations that may limit the enforceability of provisions purporting to provide for indemnification, exculpation, contribution, or advancement of expenses to the extent that such provisions are found to contravene applicable public policy, including provisions of the DRULPA, the DLLCA, or applicable judicial precedent that impose minimum standards of liability for willful misconduct, bad faith, or knowing violations of law by a general partner or its affiliates.

4.2 Scope Limitations

This Opinion is limited to the laws of the State of Delaware as in effect on the date hereof, including the statutory provisions of the DRULPA, the DLLCA, and the Delaware Revised Uniform Partnership Act, the applicable provisions of the Delaware Constitution, and the reported judicial decisions interpreting those laws, and we express no opinion as to the laws of any other jurisdiction. Without limiting the generality of the foregoing, we express no opinion as to:

(a) Federal securities laws, including the Securities Act of 1933, as amended (the "Securities Act"), and the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations promulgated thereunder. We note that matters of federal securities law compliance are addressed in a separate opinion letter of even date herewith delivered by this firm to the addressees hereof regarding Securities Law / Regulation D Compliance (the "Securities Law Opinion"), and this Opinion should be read in conjunction with the Securities Law Opinion.

(b) Federal or state tax laws, including the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated thereunder, and any state or local tax laws or regulations.

(c) The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 4975 of the Code, or any regulations, rulings, or guidance promulgated thereunder, including the plan asset regulations set forth in 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA.

(d) The Investment Advisers Act of 1940, as amended, or any state "blue sky," securities, or broker-dealer laws or regulations.

(e) Antitrust or competition laws (including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), environmental laws, intellectual property laws, real property laws, labor and employment laws, data privacy and cybersecurity laws, anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act), sanctions laws (including those administered by the U.S. Department of the Treasury, Office of Foreign Assets Control), the Foreign Corrupt Practices Act, or other specialized areas of law.

(f) The laws of the Cayman Islands, the British Virgin Islands, the United Kingdom, Luxembourg, or any other foreign jurisdiction, including as applicable to Harrowgate Fund V Offshore SLP, any parallel vehicle, alternative investment vehicle, or any non-U.S. investor or feeder fund.

(g) Any choice-of-law or conflicts-of-law analysis, including whether a court in any jurisdiction other than Delaware would give effect to the choice-of-law provisions of the LPA or would apply the laws of the State of Delaware to any dispute arising under or in connection with the LPA or any other Opinion Document.

4.3 Certain Additional Qualifications

Without limiting the foregoing, we express no opinion as to the enforceability of any provision of the LPA or any other Opinion Document that purports to:

(a) Jury Trial Waiver. Waive rights to trial by jury, to the extent such waiver is not enforceable under applicable law or is subject to judicial discretion as to enforcement.

(b) Liquidated Damages. Establish liquidated damages or set a predetermined measure of damages, to the extent a court of competent jurisdiction were to determine that such provisions constitute a penalty rather than a reasonable pre-estimate of anticipated damages.

(c) Power of Attorney. Grant a power of attorney that is not coupled with an interest, to the extent such power might be deemed revocable by operation of law, notwithstanding any provision of the LPA designating such power as irrevocable. We note that Section 17-1101(f) of the DRULPA provides that a power of attorney granted by a limited partner to the general partner may be irrevocable if so provided in the partnership agreement, and we express no opinion as to the application of such provision in any particular circumstance.

(d) Default Interest, Consent Fees, and Late Charges. Impose consent fees, default interest rates, late charges, or prepayment premiums, to the extent any such amount might be deemed unenforceable as a penalty or as unconscionable under applicable law.

(e) Attorneys' Fees. Require payment of attorneys' fees or other costs of collection by a non-prevailing party, to the extent limited or prohibited by applicable law, judicial precedent, or the inherent discretion of the court.

(f) Exculpation and Limitation of Liability. Exculpate, indemnify, or otherwise limit the liability of the General Partner, HCP, or their respective affiliates, members, managers, officers, employees, or agents, to the extent such provisions are limited by Section 17-1101(d) or (e) of the DRULPA, applicable judicial precedent, or public policy. We note that Section 17-1101(d) of the DRULPA permits a partnership agreement to eliminate or limit personal liability of a partner or other person for breach of duties (including fiduciary duties), provided that a partnership agreement may not eliminate the implied contractual covenant of good faith and fair dealing.

We further note that the enforceability of the GP clawback obligations set forth in Article VIII of the LPA, including the several personal guarantees of Marcus J. Harrowgate, Diana R. Castellano, and Jonathan P. Birch (each a "Clawback Guarantor"), is subject to all of the qualifications and limitations set forth in this Section IV. We express no opinion as to the collectability, sufficiency, or ultimate recoverability of any amounts owing under the clawback provisions, the financial ability of any Clawback Guarantor to satisfy such obligations, or the enforceability of such obligations under the laws of any jurisdiction other than the State of Delaware.

We also note that the exclusive jurisdiction provisions set forth in Section 14.08 of the LPA, designating the Delaware Court of Chancery (or, if the Court of Chancery determines that it lacks subject matter jurisdiction, the Superior Court of the State of Delaware sitting in and for New Castle County) as the exclusive forum for the adjudication of disputes arising out of or relating to the LPA, are subject to principles of judicial discretion, applicable procedural rules, and applicable law, including questions relating to personal jurisdiction over the parties, venue, and forum non conveniens. We express no opinion as to whether a court outside of the State of Delaware would give effect to such exclusive forum selection provisions.

4.4 Reliance on Factual Matters

We have relied, without independent investigation or verification, upon (a) the Officer's Certificate as to all factual matters set forth therein, including the identification of agreements, instruments, orders, judgments, and decrees to which the Fund, the General Partner, and HCP are parties or by which they are bound, and (b) the representations and warranties made by each Limited Partner in its Subscription Documents and by each party in the Side Letters, as to all factual matters relevant to the opinions expressed herein, including, without limitation, the accuracy of each Limited Partner's representations regarding its investor status, organizational authority, source of funds, and ERISA status.

We have not examined the financial condition, creditworthiness, or solvency of the Fund, the General Partner, HCP, any Limited Partner, or any other person or entity. We have not conducted any Uniform Commercial Code, tax lien, judgment, litigation, bankruptcy, or other public record searches in the State of Delaware or any other jurisdiction with respect to the Fund, the General Partner, HCP, or any Limited Partner, and we express no opinion with respect to any matters that such searches might reveal.

V. RELIANCE AND OTHER MATTERS

This Opinion is rendered solely for the benefit of the addressees hereof and the Limited Partners admitted to the Fund at the First Close, and may not be relied upon, quoted, referred to, or furnished to any other person or entity without our prior written consent in each instance. Notwithstanding the foregoing, Ashford National Bank, N.A. may rely on this Opinion in connection with the subscription credit facility established under the Credit Agreement, to the extent expressly required under Section 4.01(a)(iii) thereof or otherwise required pursuant to the terms of the Credit Agreement or any ancillary facility documentation.

This Opinion speaks only as of the date hereof, and we undertake no obligation, and hereby disclaim any obligation, to update, revise, or supplement this Opinion to reflect any changes in law (including statutory changes, judicial decisions, or regulatory guidance) or fact (including changes in the organizational documents, capital commitments, or composition of the limited partners of the Fund) occurring or coming to our attention after the date hereof.

This Opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly so stated. Without limiting the generality of the foregoing, we express no opinion regarding any transaction or matter not specifically addressed herein, including any future closing of the Fund, any subsequent admission of limited partners, or any amendment, modification, waiver, or supplement to any Opinion Document entered into after the date hereof.

We note that the LPA provides that it shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflicts-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. We express no opinion as to whether a court in any jurisdiction other than Delaware would give effect to such governing law provision. We further note that the LPA provides for the resolution of disputes through litigation in the Delaware Court of Chancery (or the Superior Court of the State of Delaware sitting in and for New Castle County, as applicable), and we express no opinion as to the enforceability of such provisions in any jurisdiction other than the State of Delaware.

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

[Remainder of page intentionally left blank; signature page follows]

We are members of the Bar of the State of Delaware and, for the purposes of this Opinion, do not purport to be experts on, or to express any opinion concerning, the laws of any jurisdiction other than the State of Delaware.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Graham T. Sutherland

Title: Partner

By: ________

Name: Pamela J. Cross

Title: Partner

DISTRIBUTION LIST

Copies of this Opinion have been furnished to the following:

1. Harrowgate Capital Partners LLC

Attn: Catherine E. Loomis, General Counsel & Chief Compliance Officer

1200 Concord Pike, Suite 600 Wilmington, Delaware 19803

2. Jonathan P. Birch

Partner, Head of Operations & Chief Financial Officer Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, Delaware 19803

3. Ashford National Bank, N.A.

Attn: Lisa M. Osterberg, Managing Director, Fund Finance

300 Vesey Street New York, New York 10282

4. Pinnacle Fund Services LLC

Attn: David L. Prentiss, Client Relationship Director

100 Summer Street, Suite 2400 Boston, Massachusetts 02110 (to the extent required under the Fund Administration Agreement, dated as of August 1, 2025, between the Fund and Pinnacle Fund Services LLC)

This opinion letter constitutes the work product of Calderwood & Harkness LLP and is provided on a confidential basis solely for the benefit of the addressees and the other persons identified herein. Any unauthorized use, distribution, or disclosure of this opinion letter is strictly prohibited.

CALDERWOOD & HARKNESS LLP
Attorneys at Law
400 South Ashbury Asset Advisors, Suite 3000 Wilmington, Delaware 19801 Telephone: (302) 658-7200 Facsimile: (302) 658-7201
620 Eighth Avenue, 42nd Floor New York, New York 10018 Telephone: (212) 903-4500 Facsimile: (212) 903-4501
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
Copies to:
Each Limited Partner executing a Subscription Agreement at the First Close (this opinion is delivered for the benefit of and may be relied upon by each such Limited Partner)
Ashford National Bank, N.A.
Attn: Lisa M. Osterberg, Managing Director, Fund Finance
300 Vesey Street New York, New York 10282 (to the extent required under the subscription credit facility documentation)
CONFIDENTIAL
Ladies and Gentlemen:
We have acted as counsel to Harrowgate Capital Partners LLC ("HCP"), a Delaware limited liability company, in connection with the formation of Harrowgate Private Equity Fund V LP (the "Fund" or "HPE Fund V"), a Delaware limited partnership, and Harrowgate Fund V GP LLC (the "General Partner" or "Fund V GP"), a Delaware limited liability company. The General Partner serves as the sole general partner of the Fund, and HCP is the sole member of the General Partner. This opinion letter (this "Opinion") is delivered in connection with the first closing (the "First Close") of the Fund occurring on the date hereof. We understand that the Fund has a target hard cap of Two Billion Dollars ($2,000,000,000) in aggregate capital commitments and that the minimum First Close target is Seven Hundred Fifty Million Dollars ($750,000,000) in aggregate capital commitments.
This Opinion is delivered to you pursuant to Section 3.02(c) of the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP, dated as of August 15, 2025 (as defined below, the "LPA"), and, to the extent applicable, pursuant to Section 4.01(a)(iii) of the Credit Agreement, dated as of August 8, 2025, among the Fund, the General Partner, and Ashford National Bank, N.A., as administrative agent and lender (the "Credit Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the LPA unless the context otherwise requires.
I. DOCUMENTS EXAMINED
In connection with the opinions rendered herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Opinion Documents"):
1. 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 July 22, 2025 (the "Fund Certificate").
2. The Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP, dated as of August 15, 2025, by and among the General Partner and the Limited Partners party thereto (the "LPA").
3. The Certificate of Formation of Harrowgate Fund V GP LLC, as filed with the Secretary of State of the State of Delaware on July 18, 2025 (the "GP Certificate").
4. The Limited Liability Company Agreement of Harrowgate Fund V GP LLC, dated as of July 18, 2025, by Harrowgate Capital Partners LLC as sole member (the "GP LLC Agreement").
5. The Certificate of Formation of Harrowgate Capital Partners LLC, as on file with the Secretary of State of the State of Delaware, and the Amended and Restated Limited Liability Company Agreement of Harrowgate Capital Partners LLC, dated as of March 10, 2017 (as amended through the date hereof) (collectively, the "HCP Organizational Documents").
6. The Subscription Agreements executed by each Limited Partner subscribing at the First Close, together with the related Investor Questionnaires completed by each such Limited Partner in connection therewith (collectively, the "Subscription Documents").
7. The side letters entered into between the General Partner and certain Limited Partners in connection with the First Close, including all schedules and exhibits thereto (the "Side Letters").
8. A Certificate of Good Standing for Harrowgate Private Equity Fund V LP issued by the Secretary of State of the State of Delaware, dated August 14, 2025.
9. A Certificate of Good Standing for Harrowgate Fund V GP LLC issued by the Secretary of State of the State of Delaware, dated August 14, 2025.
10. A Certificate of Good Standing for Harrowgate Capital Partners LLC issued by the Secretary of State of the State of Delaware, dated August 14, 2025.
11. Resolutions of Harrowgate Capital Partners LLC, as sole member of the General Partner, adopted by written consent effective as of August 12, 2025, authorizing the execution, delivery, and performance of the LPA and the transactions contemplated thereby, including the acceptance of capital commitments at the First Close and the execution and delivery of the Side Letters and the Credit Agreement (the "Authorizing Resolutions").
12. An Officer's Certificate of the General Partner, executed by Marcus J. Harrowgate, Chief Executive Officer, and Jonathan P. Birch, Chief Financial Officer, dated the date hereof, as to certain factual matters set forth therein (the "Officer's Certificate").
13. Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate for purposes of the opinions expressed herein, including telephone confirmations from the office of the Secretary of State of the State of Delaware with respect to the good standing of the Fund, the General Partner, and HCP as of the date hereof.
We refer to Items 1 through 13 above, together with all exhibits, schedules, annexes, and supplements thereto, collectively as the "Opinion Documents."
II. ASSUMPTIONS
In rendering the opinions set forth in Section III below, we have assumed, without independent investigation or verification, the following:
1. Authenticity and Conformity. All documents submitted to us as originals are authentic. All documents submitted to us as certified, conformed, or photostatic copies conform to the originals thereof. All signatures on all documents examined by us are genuine, and all natural persons who executed any of the Opinion Documents were competent to do so at the time of execution.
2. Legal Capacity. Each natural person executing any Opinion Document had the legal capacity to do so at the time of such execution.
3. Organization and Standing of Third Parties. Each party to the Opinion Documents (other than the Fund, the General Partner, and HCP, as to matters expressly covered by our opinions herein) is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
4. Power, Authority, and Action of Third Parties. Each party to the Opinion Documents (other than the Fund, the General Partner, and HCP, as to matters expressly covered by our opinions herein) has all requisite power and authority, and has taken all necessary corporate, limited liability company, limited partnership, trust, or other organizational action, to authorize the execution, delivery, and performance of each of the Opinion Documents to which it is a party and to consummate the transactions contemplated thereby.
5. Binding Obligations of Third Parties. Each Opinion Document constitutes the legal, valid, and binding obligation of each party thereto (other than the Fund, the General Partner, and HCP, as to matters expressly covered by our opinions herein), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity.
6. No Violations by Third Parties. The execution and delivery of each Opinion Document and the performance of the obligations thereunder by each party thereto (other than the Fund, the General Partner, and HCP) do not and will not violate, conflict with, or result in a breach of or default under any agreement, instrument, order, judgment, decree, or applicable law to which any such party is a party or by which any such party or any of its properties or assets is bound.
7. Accuracy of Factual Statements. The factual statements, representations, and warranties contained in the Officer's Certificate and in the Subscription Documents are true, correct, and complete in all material respects as of the date hereof, and no event has occurred that would render any such statement, representation, or warranty untrue or misleading in any material respect.
8. Qualified Purchaser and Accredited Investor Status. Each Limited Partner subscribing at the First Close is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder, and an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and such status has been accurately represented by each such Limited Partner in its Subscription Documents.
9. Due Subscription. All capital commitments accepted at the First Close have been duly made in accordance with the procedures set forth in the Subscription Documents and the LPA, and the General Partner has accepted each such capital commitment in accordance with the terms and conditions of the LPA and the applicable Subscription Documents.
10. Adequate Consideration. The consideration for each Limited Partner's interest in the Fund is adequate and lawful, and no Limited Partner's capital commitment is subject to any claim of avoidance, setoff, counterclaim, or defense.
We have made no independent factual investigation for the purpose of rendering this Opinion, and we have relied exclusively upon the Opinion Documents and the assumptions set forth above with respect to all factual matters. Where our opinions are qualified by the phrase "to our knowledge" or words of similar import, such phrase refers only to the actual knowledge of the attorneys in this firm who have given substantive legal attention to the matters addressed herein, without any duty of inquiry or investigation.
III. OPINIONS
Based upon and subject to the foregoing, and subject further to the qualifications, exceptions, and limitations set forth in Section IV below, we are of the opinion that:
3.1 Due Formation and Valid Existence of the Fund
Harrowgate Private Equity Fund V LP is a limited partnership duly formed and validly existing under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. (the "DRULPA"). The Fund Certificate has been duly executed by an authorized person and duly filed with the Secretary of State of the State of Delaware in accordance with Section 17-201 of the DRULPA. Based upon the Certificate of Good Standing referenced in Item 8 of Section I above, the Fund is in good standing under the laws of the State of Delaware as of the date of such certificate.
3.2 Due Formation and Valid Existence of the General Partner
Harrowgate Fund V GP LLC is a limited liability company duly formed and validly existing under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the "DLLCA"). The GP Certificate has been duly executed by an authorized person and duly filed with the Secretary of State of the State of Delaware in accordance with Section 18-201 of the DLLCA. Based upon the Certificate of Good Standing referenced in Item 9 of Section I above, the General Partner is in good standing under the laws of the State of Delaware as of the date of such certificate. Harrowgate Capital Partners LLC, as sole member of the General Partner, is duly formed, validly existing, and in good standing under the laws of the State of Delaware, based upon the Certificate of Good Standing referenced in Item 10 of Section I above and our review of the HCP Organizational Documents.
3.3 Power and Authority
The Fund has the limited partnership power and authority under the DRULPA and the LPA to execute, deliver, and perform its obligations under the LPA and the other Opinion Documents to which it is a party, and to conduct its business as described in the LPA, including, without limitation, the making of investments in North American mid-market and upper-mid-market buyout transactions and platform and add-on acquisitions in the sectors and sub-sectors described in the LPA, the borrowing of funds and the granting of security interests in connection therewith, the making of distributions to the Partners, and the taking of such other actions as are contemplated by the LPA and reasonably incidental thereto.
The General Partner has the limited liability company power and authority under the DLLCA, the GP LLC Agreement, and the LPA to act as the sole general partner of the Fund, to execute, deliver, and perform the LPA on behalf of the Fund, and to execute and deliver the Side Letters, each Subscription Agreement to which it is a party, the Credit Agreement, and each other Opinion Document to which the General Partner is a party, and to perform its obligations thereunder.
Harrowgate Capital Partners LLC, as sole member of the General Partner, has duly authorized the General Partner to take all actions contemplated by the Opinion Documents, including those actions authorized by the Authorizing Resolutions referenced in Item 11 of Section I above.
3.4 Due Authorization, Execution, and Delivery
The execution, delivery, and performance of the LPA and the other Opinion Documents to which the Fund and the General Partner are parties have been duly authorized by all necessary limited partnership action (in the case of the Fund) and limited liability company action (in the case of the General Partner), including, without limitation, the adoption of the Authorizing Resolutions by HCP as sole member of the General Partner. No further action on the part of the Fund, the General Partner, or HCP is required to authorize the execution, delivery, or performance of any Opinion Document.
The LPA has been duly executed and delivered by the General Partner, acting in its capacity as the sole general partner of the Fund on behalf of the Fund, and has been duly executed and delivered by each Limited Partner executing a Subscription Agreement at the First Close and admitted to the Fund in accordance with the terms of the LPA and the applicable Subscription Documents.
Each Subscription Agreement, each Side Letter, and each other Opinion Document to which the General Partner is a party has been duly executed and delivered by the General Partner, acting through its duly authorized officers and representatives.
3.5 Enforceability
The LPA constitutes the legal, valid, and binding obligation of the Fund and the General Partner, enforceable against each of them in accordance with its terms, subject in each case to the qualifications, exceptions, and limitations set forth in Section IV below.
Each Side Letter executed in connection with the First Close constitutes the legal, valid, and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, subject in each case to the same qualifications, exceptions, and limitations set forth in Section IV below.
3.6 No Violations
The execution, delivery, and performance of the LPA and the other Opinion Documents by the Fund and the General Partner do not and will not:
(a) violate, conflict with, or result in a breach of or default under (i) the Fund Certificate or the LPA (as applied to the Fund), (ii) the GP Certificate or the GP LLC Agreement (as applied to the General Partner), or (iii) the HCP Organizational Documents (as applied to HCP);
(b) violate any existing law, statute, rule, or regulation of the State of Delaware that, in our experience, is generally applicable to transactions of the nature contemplated by the Opinion Documents and is applicable to the Fund, the General Partner, or HCP, including the DRULPA and the DLLCA; or
(c) result in a breach of, or constitute a default or an event of default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the assets of the Fund, the General Partner, or HCP pursuant to, any agreement, instrument, order, judgment, or decree identified in the Officer's Certificate to which the Fund, the General Partner, or HCP is a party or by which any of them or any of their respective properties or assets is bound.
We note that the opinion set forth in this Section 3.6 is limited to the laws of the State of Delaware as in effect on the date hereof, including the DRULPA and the DLLCA, and does not address federal securities laws, federal or state tax laws, the Employee Retirement Income Security Act of 1974, as amended, or the laws of any jurisdiction other than the State of Delaware. Our opinion in clause (c) above is limited to the agreements, instruments, orders, judgments, and decrees identified in the Officer's Certificate, and we have not conducted any independent search or investigation to identify any additional agreements or instruments.
3.7 Limited Partner Status
Based upon the terms of the LPA and the DRULPA, each person who has executed a Subscription Agreement that has been accepted by the General Partner at the First Close and who has been admitted as a limited partner of the Fund in accordance with the terms and conditions of the LPA is a limited partner of the Fund within the meaning of Section 17-101(8) of the DRULPA. The limited partnership interests acquired by the Limited Partners at the First Close have been validly issued in accordance with the LPA and the DRULPA, and each such Limited Partner's interest in the Fund, including such Limited Partner's capital commitment and its share of the profits, losses, and distributions of the Fund, is as set forth in the LPA and the applicable Subscription Documents.
IV. QUALIFICATIONS, EXCEPTIONS, AND LIMITATIONS
The opinions set forth in Section III above are subject to and limited by the following qualifications, exceptions, and limitations:
4.1 Enforceability Qualifications
The enforceability opinions expressed in Section 3.5 above (and to the extent the enforceability of any obligation is relevant to the other opinions expressed herein) are subject to and limited by:
(a) Bankruptcy and Insolvency Laws. Applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally, including, without limitation, Title 11 of the United States Code (the Bankruptcy Code), the Delaware Uniform Fraudulent Transfer Act (6 Del. C. §§ 1301–1311), and any successor statutes thereto.
(b) General Principles of Equity. General principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, unconscionability, and the possible unavailability of equitable remedies where adequate remedies at law exist.
(c) Discretionary Equitable Remedies. The possible unavailability of specific performance, injunctive relief, or other equitable remedies, which remedies are subject to the discretion of the court before which any proceeding therefor may be brought, and the court's determination that specific performance, injunctive relief, or other equitable remedies are appropriate in the circumstances.
(d) Public Policy — Indemnification. Public policy considerations that may limit the enforceability of provisions purporting to provide for indemnification, exculpation, contribution, or advancement of expenses to the extent that such provisions are found to contravene applicable public policy, including provisions of the DRULPA, the DLLCA, or applicable judicial precedent that impose minimum standards of liability for willful misconduct, bad faith, or knowing violations of law by a general partner or its affiliates.
4.2 Scope Limitations
This Opinion is limited to the laws of the State of Delaware as in effect on the date hereof, including the statutory provisions of the DRULPA, the DLLCA, and the Delaware Revised Uniform Partnership Act, the applicable provisions of the Delaware Constitution, and the reported judicial decisions interpreting those laws, and we express no opinion as to the laws of any other jurisdiction. Without limiting the generality of the foregoing, we express no opinion as to:
(a) Federal securities laws, including the Securities Act of 1933, as amended (the "Securities Act"), and the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations promulgated thereunder. We note that matters of federal securities law compliance are addressed in a separate opinion letter of even date herewith delivered by this firm to the addressees hereof regarding Securities Law / Regulation D Compliance (the "Securities Law Opinion"), and this Opinion should be read in conjunction with the Securities Law Opinion.
(b) Federal or state tax laws, including the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated thereunder, and any state or local tax laws or regulations.
(c) The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 4975 of the Code, or any regulations, rulings, or guidance promulgated thereunder, including the plan asset regulations set forth in 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA.
(d) The Investment Advisers Act of 1940, as amended, or any state "blue sky," securities, or broker-dealer laws or regulations.
(e) Antitrust or competition laws (including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), environmental laws, intellectual property laws, real property laws, labor and employment laws, data privacy and cybersecurity laws, anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act), sanctions laws (including those administered by the U.S. Department of the Treasury, Office of Foreign Assets Control), the Foreign Corrupt Practices Act, or other specialized areas of law.
(f) The laws of the Cayman Islands, the British Virgin Islands, the United Kingdom, Luxembourg, or any other foreign jurisdiction, including as applicable to Harrowgate Fund V Offshore SLP, any parallel vehicle, alternative investment vehicle, or any non-U.S. investor or feeder fund.
(g) Any choice-of-law or conflicts-of-law analysis, including whether a court in any jurisdiction other than Delaware would give effect to the choice-of-law provisions of the LPA or would apply the laws of the State of Delaware to any dispute arising under or in connection with the LPA or any other Opinion Document.
4.3 Certain Additional Qualifications
Without limiting the foregoing, we express no opinion as to the enforceability of any provision of the LPA or any other Opinion Document that purports to:
(a) Jury Trial Waiver. Waive rights to trial by jury, to the extent such waiver is not enforceable under applicable law or is subject to judicial discretion as to enforcement.
(b) Liquidated Damages. Establish liquidated damages or set a predetermined measure of damages, to the extent a court of competent jurisdiction were to determine that such provisions constitute a penalty rather than a reasonable pre-estimate of anticipated damages.
(c) Power of Attorney. Grant a power of attorney that is not coupled with an interest, to the extent such power might be deemed revocable by operation of law, notwithstanding any provision of the LPA designating such power as irrevocable. We note that Section 17-1101(f) of the DRULPA provides that a power of attorney granted by a limited partner to the general partner may be irrevocable if so provided in the partnership agreement, and we express no opinion as to the application of such provision in any particular circumstance.
(d) Default Interest, Consent Fees, and Late Charges. Impose consent fees, default interest rates, late charges, or prepayment premiums, to the extent any such amount might be deemed unenforceable as a penalty or as unconscionable under applicable law.
(e) Attorneys' Fees. Require payment of attorneys' fees or other costs of collection by a non-prevailing party, to the extent limited or prohibited by applicable law, judicial precedent, or the inherent discretion of the court.
(f) Exculpation and Limitation of Liability. Exculpate, indemnify, or otherwise limit the liability of the General Partner, HCP, or their respective affiliates, members, managers, officers, employees, or agents, to the extent such provisions are limited by Section 17-1101(d) or (e) of the DRULPA, applicable judicial precedent, or public policy. We note that Section 17-1101(d) of the DRULPA permits a partnership agreement to eliminate or limit personal liability of a partner or other person for breach of duties (including fiduciary duties), provided that a partnership agreement may not eliminate the implied contractual covenant of good faith and fair dealing.
We further note that the enforceability of the GP clawback obligations set forth in Article VIII of the LPA, including the several personal guarantees of Marcus J. Harrowgate, Diana R. Castellano, and Jonathan P. Birch (each a "Clawback Guarantor"), is subject to all of the qualifications and limitations set forth in this Section IV. We express no opinion as to the collectability, sufficiency, or ultimate recoverability of any amounts owing under the clawback provisions, the financial ability of any Clawback Guarantor to satisfy such obligations, or the enforceability of such obligations under the laws of any jurisdiction other than the State of Delaware.
We also note that the exclusive jurisdiction provisions set forth in Section 14.08 of the LPA, designating the Delaware Court of Chancery (or, if the Court of Chancery determines that it lacks subject matter jurisdiction, the Superior Court of the State of Delaware sitting in and for New Castle County) as the exclusive forum for the adjudication of disputes arising out of or relating to the LPA, are subject to principles of judicial discretion, applicable procedural rules, and applicable law, including questions relating to personal jurisdiction over the parties, venue, and forum non conveniens. We express no opinion as to whether a court outside of the State of Delaware would give effect to such exclusive forum selection provisions.
4.4 Reliance on Factual Matters
We have relied, without independent investigation or verification, upon (a) the Officer's Certificate as to all factual matters set forth therein, including the identification of agreements, instruments, orders, judgments, and decrees to which the Fund, the General Partner, and HCP are parties or by which they are bound, and (b) the representations and warranties made by each Limited Partner in its Subscription Documents and by each party in the Side Letters, as to all factual matters relevant to the opinions expressed herein, including, without limitation, the accuracy of each Limited Partner's representations regarding its investor status, organizational authority, source of funds, and ERISA status.
We have not examined the financial condition, creditworthiness, or solvency of the Fund, the General Partner, HCP, any Limited Partner, or any other person or entity. We have not conducted any Uniform Commercial Code, tax lien, judgment, litigation, bankruptcy, or other public record searches in the State of Delaware or any other jurisdiction with respect to the Fund, the General Partner, HCP, or any Limited Partner, and we express no opinion with respect to any matters that such searches might reveal.
V. RELIANCE AND OTHER MATTERS
This Opinion is rendered solely for the benefit of the addressees hereof and the Limited Partners admitted to the Fund at the First Close, and may not be relied upon, quoted, referred to, or furnished to any other person or entity without our prior written consent in each instance. Notwithstanding the foregoing, Ashford National Bank, N.A. may rely on this Opinion in connection with the subscription credit facility established under the Credit Agreement, to the extent expressly required under Section 4.01(a)(iii) thereof or otherwise required pursuant to the terms of the Credit Agreement or any ancillary facility documentation.
This Opinion speaks only as of the date hereof, and we undertake no obligation, and hereby disclaim any obligation, to update, revise, or supplement this Opinion to reflect any changes in law (including statutory changes, judicial decisions, or regulatory guidance) or fact (including changes in the organizational documents, capital commitments, or composition of the limited partners of the Fund) occurring or coming to our attention after the date hereof.
This Opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly so stated. Without limiting the generality of the foregoing, we express no opinion regarding any transaction or matter not specifically addressed herein, including any future closing of the Fund, any subsequent admission of limited partners, or any amendment, modification, waiver, or supplement to any Opinion Document entered into after the date hereof.
We note that the LPA provides that it shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflicts-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. We express no opinion as to whether a court in any jurisdiction other than Delaware would give effect to such governing law provision. We further note that the LPA provides for the resolution of disputes through litigation in the Delaware Court of Chancery (or the Superior Court of the State of Delaware sitting in and for New Castle County, as applicable), and we express no opinion as to the enforceability of such provisions in any jurisdiction other than the State of Delaware.
This Opinion is governed by, and is to be interpreted in accordance with, the Legal Opinion Accord of the ABA Section of Business Law (2022 Edition). As a consequence, it is subject to a number of qualifications, exceptions, definitions, and limitations, all as more particularly described in the Accord, and this Opinion should be read in conjunction therewith.
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We are members of the Bar of the State of Delaware and, for the purposes of this Opinion, do not purport to be experts on, or to express any opinion concerning, the laws of any jurisdiction other than the State of Delaware.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Graham T. Sutherland
Title: Partner
By: ________
Name: Pamela J. Cross
Title: Partner
DISTRIBUTION LIST
Copies of this Opinion have been furnished to the following:
1. Harrowgate Capital Partners LLC
Attn: Catherine E. Loomis, General Counsel & Chief Compliance Officer
1200 Concord Pike, Suite 600 Wilmington, Delaware 19803
2. Jonathan P. Birch
Partner, Head of Operations & Chief Financial Officer Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, Delaware 19803
3. Ashford National Bank, N.A.
Attn: Lisa M. Osterberg, Managing Director, Fund Finance
300 Vesey Street New York, New York 10282
4. Pinnacle Fund Services LLC
Attn: David L. Prentiss, Client Relationship Director
100 Summer Street, Suite 2400 Boston, Massachusetts 02110 (to the extent required under the Fund Administration Agreement, dated as of August 1, 2025, between the Fund and Pinnacle Fund Services LLC)
This opinion letter constitutes the work product of Calderwood & Harkness LLP and is provided on a confidential basis solely for the benefit of the addressees and the other persons identified herein. Any unauthorized use, distribution, or disclosure of this opinion letter is strictly prohibited.

CALDERWOOD & HARKNESS LLP

CONFIDENTIAL

I. DOCUMENTS EXAMINED

II. ASSUMPTIONS

III. OPINIONS

IV. QUALIFICATIONS, EXCEPTIONS, AND LIMITATIONS

V. RELIANCE AND OTHER MATTERS

CALDERWOOD & HARKNESS LLP

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