1019-00002 · Client 1019 · Closing/Opinions

borrowers-counsel-opinion.docx DOCUMENT Finance & Banking

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

780 Third Avenue New York, New York 10017

Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com

January 30, 2026

Prescott National Bank, N.A. as Administrative Agent, Collateral Agent, and Swingline Lender 550 South Tryon Street Charlotte, North Carolina 28202

Each of the Lenders party to the Credit Agreement described below:

Prescott National Bank, N.A. (in its capacity as a Lender) 550 South Tryon Street Charlotte, North Carolina 28202

Harborview Trust Company 185 Asylum Street Hartford, Connecticut 06103

Meridian Commercial Lending Corp. 233 South Wacker Drive, Suite 4100 Chicago, Illinois 60606

Atlas Fidelity Bank 1 Liberty Plaza, 30th Floor New York, New York 10006

Commonwealth Capital Markets, Inc. 100 Federal Street, Suite 2200 Boston, Massachusetts 02110

Ladies and Gentlemen:

We have acted as counsel to Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower" or "WAL"), in connection with the $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (the "Credit Agreement"), among WAL, as Borrower, the Subsidiary Guarantors identified therein, the Lenders from time to time party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender. This opinion letter is being delivered pursuant to Calderwood & Harkness LLP Matter No. 1019-00002. The CUSIP Number assigned to the facility is 96438LAA3.

This opinion letter is furnished to you pursuant to Section 4.01(a)(v) of the Credit Agreement as a condition precedent to the effectiveness thereof and the initial extension of credit thereunder. Capitalized terms used in this opinion letter and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

I. DEFINED TERMS AND DOCUMENTS EXAMINED

1.1 Defined Terms

As used in this opinion letter, the following terms shall have the meanings set forth below:

"Credit Agreement" means the $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026, among WAL, as Borrower, the Subsidiary Guarantors identified therein, the Lenders from time to time party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender.

"Guarantee Agreement" means the Guarantee Agreement dated as of January 30, 2026, executed by Whitmore Propulsion Systems, Inc. ("WPS"), Whitmore Avionics Holdings LLC ("WAH"), Whitmore Defense Solutions, Inc. ("WDS"), and Whitmore Precision Machining LLC ("WPM"), each as a guarantor, in favor of Prescott National Bank, N.A., as Administrative Agent, for the benefit of the Secured Parties, pursuant to which each Subsidiary Guarantor has unconditionally guaranteed the full and punctual payment and performance of all Obligations under the Credit Agreement.

"Security Agreement" means the Pledge and Security Agreement dated as of January 30, 2026, executed by WAL and each Subsidiary Guarantor, as grantors, in favor of Prescott National Bank, N.A., as Collateral Agent, for the benefit of the Secured Parties, pursuant to which the grantors have granted a security interest in substantially all of their respective personal property and assets as more fully described therein.

"Equity Pledge Agreement" means the Pledge Agreement dated as of January 30, 2026, executed by WAL in favor of Prescott National Bank, N.A., as Collateral Agent, for the benefit of the Secured Parties, covering one hundred percent (100%) of the membership interests of WAL in WAH and WPM and one hundred percent (100%) of the issued and outstanding capital stock of WPS and WDS, in each case pledged by WAL to the Collateral Agent as collateral security for the Obligations.

"Virginia Deed of Trust" means the Deed of Trust, Assignment of Leases and Rents, and Security Agreement dated as of January 30, 2026, executed by WAL, as grantor, to Ridgeline Life Insurance, as trustee, for the benefit of Prescott National Bank, N.A., as Collateral Agent, encumbering the real property and improvements located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170, together with all fixtures, easements, appurtenances, and other rights pertaining thereto.

"Alabama Mortgage" means the Mortgage, Assignment of Leases and Rents, and Security Agreement dated as of January 30, 2026, executed by WPS, as mortgagor, in favor of Prescott National Bank, N.A., as Collateral Agent, encumbering the real property and improvements located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, together with all fixtures, easements, appurtenances, and other rights pertaining thereto.

"Kansas Mortgage" means the Mortgage and Security Agreement dated as of January 30, 2026, executed by WPM, as mortgagor, in favor of Prescott National Bank, N.A., as Collateral Agent, encumbering the real property and improvements located at 4550 North Webb Road, Wichita, Kansas 67226, together with all fixtures, easements, appurtenances, and other rights pertaining thereto.

"Promissory Notes" means the five (5) promissory notes, each dated as of January 30, 2026, executed by WAL in favor of each Lender, in the respective principal amounts of such Lender's Commitment under the Credit Agreement, evidencing WAL's obligations to repay the Revolving Loans and Swingline Loans made to WAL pursuant to the Credit Agreement.

"Loan Documents" means, collectively, the Credit Agreement, the Guarantee Agreement, the Security Agreement, the Equity Pledge Agreement, the Virginia Deed of Trust, the Alabama Mortgage, the Kansas Mortgage, the Promissory Notes, and each other document, instrument, certificate, or agreement executed and delivered by any Loan Party in connection therewith or contemplated thereby.

"Borrower" or "WAL" means Whitmore Aerospace LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Delaware Secretary of State Filing No. 5738291; Employer Identification Number 82-3194567).

"Subsidiary Guarantors" means, collectively:

(a) Whitmore Propulsion Systems, Inc. ("WPS"), a corporation duly incorporated and existing under the laws of the State of Delaware (Delaware Secretary of State Filing No. 6104873; Employer Identification Number 84-2057831);

(b) Whitmore Avionics Holdings LLC ("WAH"), a limited liability company duly formed and existing under the laws of the State of Delaware (Delaware Secretary of State Filing No. 6329017; Employer Identification Number 85-6723901);

(c) Whitmore Defense Solutions, Inc. ("WDS"), a corporation duly incorporated and existing under the laws of the Commonwealth of Virginia (Virginia State Corporation Commission Entity ID S3482917; Employer Identification Number 54-3891204); and

(d) Whitmore Precision Machining LLC ("WPM"), a limited liability company duly formed and existing under the laws of the State of Delaware (Delaware Secretary of State Filing No. 6587204; Employer Identification Number 86-4502178).

"Loan Parties" means, collectively, the Borrower and the Subsidiary Guarantors.

"Administrative Agent" means Prescott National Bank, N.A., in its capacity as administrative agent under the Credit Agreement.

"Collateral Agent" means Prescott National Bank, N.A., in its capacity as collateral agent under the Security Agreement, the Equity Pledge Agreement, and the other Loan Documents.

"UCC" means the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

"DE UCC" means the Uniform Commercial Code as in effect in the State of Delaware on the date hereof.

"NY UCC" means the Uniform Commercial Code as in effect in the State of New York on the date hereof.

1.2 Documents Examined

In rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, instruments, certificates, and records:

(a) the Credit Agreement and all Schedules and Exhibits thereto;

(b) the Guarantee Agreement;

(d) the Equity Pledge Agreement;

(e) the Virginia Deed of Trust;

(f) the Alabama Mortgage;

(g) the Kansas Mortgage;

(h) the Promissory Notes (five notes, one in favor of each Lender);

(i) the Certificate of Formation of WAL, as filed with the Delaware Secretary of State on March 14, 2017, together with all amendments thereto;

(j) the Limited Liability Company Agreement of WAL, dated as of March 14, 2017, as amended and restated through the date hereof (the "WAL LLC Agreement");

(k) the Certificate of Incorporation of WPS, as filed with the Delaware Secretary of State on August 22, 2018, together with all amendments thereto;

(l) the Bylaws of WPS, as amended through the date hereof;

(m) the Certificate of Formation of WAH, as filed with the Delaware Secretary of State on February 10, 2019, together with all amendments thereto;

(n) the Limited Liability Company Agreement of WAH, dated as of February 10, 2019, as amended through the date hereof;

(o) the Articles of Incorporation of WDS, as filed with the Virginia State Corporation Commission on June 5, 2019, together with all amendments thereto;

(p) the Bylaws of WDS, as amended through the date hereof;

(q) the Certificate of Formation of WPM, as filed with the Delaware Secretary of State on September 30, 2020, together with all amendments thereto;

(r) the Limited Liability Company Agreement of WPM, dated as of September 30, 2020, as amended through the date hereof;

(s) resolutions of the members and managers of WAL, adopted by unanimous written consent dated January 22, 2026, authorizing the execution, delivery, and performance of the Credit Agreement and the other Loan Documents to which WAL is or will be a party;

(t) resolutions of the Board of Directors of WPS, adopted by unanimous written consent dated January 22, 2026, authorizing the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, and the other Loan Documents to which WPS is or will be a party;

(u) resolutions of the members and managers of WAH, adopted by unanimous written consent dated January 22, 2026, authorizing the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, and the other Loan Documents to which WAH is or will be a party;

(v) resolutions of the Board of Directors of WDS, adopted by unanimous written consent dated January 22, 2026, authorizing the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, and the other Loan Documents to which WDS is or will be a party;

(w) resolutions of the members and managers of WPM, adopted by unanimous written consent dated January 22, 2026, authorizing the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, and the other Loan Documents to which WPM is or will be a party;

(x) certificates of good standing for each Delaware-formed Loan Party (WAL, WPS, WAH, and WPM) issued by the Delaware Secretary of State, each dated on or about January 30, 2026;

(y) a certificate of good standing for WDS issued by the Virginia State Corporation Commission, dated on or about January 30, 2026;

(z) an Officer's/Secretary's Certificate of Gregory Alston, General Counsel and Secretary of WAL, dated January 30, 2026, certifying, among other things, the organizational documents, resolutions, incumbency, and specimen signatures of the authorized officers of WAL (the "WAL Secretary's Certificate");

(aa) Officer's/Secretary's Certificates of the duly authorized officers of each Subsidiary Guarantor, each dated January 30, 2026, certifying, among other things, the organizational documents, resolutions, incumbency, and specimen signatures of the authorized officers of each such Subsidiary Guarantor (together with the WAL Secretary's Certificate, the "Secretary's Certificates");

(bb) the Solvency Certificate of Sandra Petrova, Chief Financial Officer of WAL, dated January 30, 2026, delivered pursuant to Section 4.01(a)(viii) of the Credit Agreement, certifying as to the solvency of each Loan Party and the Loan Parties on a consolidated basis;

(cc) UCC-1 financing statements to be filed against each of WAL, WPS, WAH, and WPM with the Delaware Secretary of State, and against WDS with the Virginia State Corporation Commission, in each case naming Prescott National Bank, N.A., as Collateral Agent, as secured party;

(dd) UCC lien search results conducted by Pemberton Industries for each Loan Party in their respective jurisdictions of formation (Delaware for WAL, WPS, WAH, and WPM; Virginia for WDS), each dated no earlier than January 24, 2026; and

(ee) such other documents, records, agreements, instruments, and certificates as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein.

II. ASSUMPTIONS

In rendering the opinions expressed in this letter, we have, with your consent and without independent investigation or verification, assumed the following:

(a) All signatures on the Loan Documents and all other documents examined by us are genuine, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform in all material respects to the originals thereof.

(b) Each natural person who executed any Loan Document or any other document examined by us had the legal capacity to do so at the time of such execution.

(c) The Administrative Agent, the Collateral Agent, the Swingline Lender, and each Lender are duly organized, validly existing, and in good standing under the laws of their respective jurisdictions of organization and have the requisite organizational power and authority to execute, deliver, and perform their respective obligations under the Loan Documents to which they are parties.

(d) The Credit Agreement and each other Loan Document constitutes the legal, valid, and binding obligation of the Administrative Agent, the Collateral Agent, the Swingline Lender, and each Lender, and of each other party thereto (other than the Loan Parties), enforceable against each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(e) The Administrative Agent, the Collateral Agent, the Swingline Lender, and each Lender have the requisite organizational power and authority to execute, deliver, and perform their respective obligations under the Loan Documents, and all necessary organizational action on the part of each such entity has been duly taken to authorize such execution, delivery, and performance.

(f) The execution, delivery, and performance by the Administrative Agent, the Collateral Agent, the Swingline Lender, and each Lender of the Loan Documents do not and will not violate the organizational documents of any such entity, any agreement binding upon any such entity, or any applicable law, rule, or regulation.

(g) All filing, recording, and other fees and charges in connection with the filing of UCC financing statements with the Delaware Secretary of State and the Virginia State Corporation Commission, and the recording of the Virginia Deed of Trust, the Alabama Mortgage, and the Kansas Mortgage, have been or will be duly paid in full.

(h) There are no agreements, understandings, or arrangements, whether written or oral, among the parties to the Loan Documents other than the Loan Documents themselves as furnished to us, and no party thereto has modified, amended, waived, or supplemented any provision thereof except as expressly set forth therein.

(i) The factual matters set forth in the Secretary's Certificates, the Solvency Certificate, and all other certificates and documents delivered to us by or on behalf of the Loan Parties are true, accurate, and complete as of the date hereof, and no fact or circumstance has occurred that would render any such certificate or document inaccurate, incomplete, or misleading.

(j) As to all matters of fact material to the opinions expressed herein, we have relied upon the Secretary's Certificates, the Solvency Certificate, and the representations and warranties of the Loan Parties contained in the Loan Documents, and we have not independently verified such matters. We have also relied upon certificates of public officials as to certain factual matters.

(k) The Loan Parties have received adequate and reasonably equivalent value in exchange for their respective obligations under the Loan Documents, and no Loan Party is or will be rendered insolvent by reason of entering into or performing its obligations under the Loan Documents. We have relied upon the Solvency Certificate in this regard.

(l) Each Loan Party will perform its obligations under the Loan Documents in accordance with the terms thereof, and the Administrative Agent, the Collateral Agent, the Swingline Lender, and each Lender will act in good faith and in a commercially reasonable manner in the exercise of their respective rights and remedies under the Loan Documents.

III. OPINIONS

Based upon and subject to the foregoing, and subject further to the assumptions, qualifications, exceptions, and limitations set forth herein, we are of the opinion that:

3.1 Due Organization and Good Standing

(a) WAL. Whitmore Aerospace LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by Delaware Secretary of State Filing No. 5738291. WAL has the limited liability company power and authority under its Certificate of Formation and the WAL LLC Agreement to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Based upon the certificates of public officials and the Secretary's Certificates, WAL is duly qualified or registered to do business and is in good standing as a foreign limited liability company in each jurisdiction where the ownership, leasing, or operation of its assets or the conduct of its business requires such qualification, including the Commonwealth of Virginia, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).

(b) WPS. Whitmore Propulsion Systems, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by Delaware Secretary of State Filing No. 6104873. WPS has the corporate power and authority under its Certificate of Incorporation and Bylaws to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Based upon the certificates of public officials and the Secretary's Certificates, WPS is duly qualified or registered to do business and is in good standing as a foreign corporation in the State of Alabama, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

(c) WAH. Whitmore Avionics Holdings LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by Delaware Secretary of State Filing No. 6329017. WAH has the limited liability company power and authority under its Certificate of Formation and Limited Liability Company Agreement to own its properties and assets and to conduct its business as presently conducted.

(d) WDS. Whitmore Defense Solutions, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the Commonwealth of Virginia, as evidenced by Virginia State Corporation Commission Entity ID S3482917. WDS has the corporate power and authority under its Articles of Incorporation and Bylaws to own, lease, and operate its properties and assets and to conduct its business as presently conducted.

(e) WPM. Whitmore Precision Machining LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by Delaware Secretary of State Filing No. 6587204. WPM has the limited liability company power and authority under its Certificate of Formation and Limited Liability Company Agreement to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Based upon the certificates of public officials and the Secretary's Certificates, WPM is duly qualified or registered to do business and is in good standing as a foreign limited liability company in the State of Kansas, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

3.2 Due Authorization, Execution, and Delivery

(a) WAL. The execution, delivery, and performance by WAL of the Credit Agreement, the Security Agreement, the Equity Pledge Agreement, the Virginia Deed of Trust, the Promissory Notes, and each other Loan Document to which WAL is a party have been duly authorized by all necessary limited liability company action on the part of WAL, including the resolutions of the members and managers of WAL adopted by unanimous written consent dated January 22, 2026, and no further action, approval, or consent on the part of WAL, its members, or its managers is required in connection therewith. Each Loan Document to which WAL is a party has been duly executed and delivered by WAL. Based upon the Secretary's Certificates and the incumbency certificates delivered to us, the persons executing the Loan Documents on behalf of WAL — namely, Derek Whitmore, Chief Executive Officer; Sandra Petrova, Chief Financial Officer; and Gregory Alston, General Counsel and Secretary — are duly authorized signatories of WAL with the authority to bind WAL to the terms and provisions of each such Loan Document.

(b) WPS. The execution, delivery, and performance by WPS of the Guarantee Agreement, the Security Agreement, and each other Loan Document to which WPS is a party have been duly authorized by all necessary corporate action on the part of WPS, including the resolutions of the Board of Directors of WPS adopted by unanimous written consent dated January 22, 2026, and no further action, approval, or consent on the part of WPS, its board of directors, or its stockholders is required in connection therewith. Each Loan Document to which WPS is a party has been duly executed and delivered by WPS by its duly authorized officers.

(c) WAH. The execution, delivery, and performance by WAH of the Guarantee Agreement, the Security Agreement, and each other Loan Document to which WAH is a party have been duly authorized by all necessary limited liability company action on the part of WAH, including the resolutions of the members and managers of WAH adopted by unanimous written consent dated January 22, 2026, and no further action, approval, or consent on the part of WAH, its members, or its managers is required in connection therewith. Each Loan Document to which WAH is a party has been duly executed and delivered by WAH by its duly authorized officers or representatives.

(d) WDS. The execution, delivery, and performance by WDS of the Guarantee Agreement, the Security Agreement, and each other Loan Document to which WDS is a party have been duly authorized by all necessary corporate action on the part of WDS, including the resolutions of the Board of Directors of WDS adopted by unanimous written consent dated January 22, 2026, and no further action, approval, or consent on the part of WDS, its board of directors, or its stockholders is required in connection therewith. Each Loan Document to which WDS is a party has been duly executed and delivered by WDS by its duly authorized officers.

(e) WPM. The execution, delivery, and performance by WPM of the Guarantee Agreement, the Security Agreement, and each other Loan Document to which WPM is a party have been duly authorized by all necessary limited liability company action on the part of WPM, including the resolutions of the members and managers of WPM adopted by unanimous written consent dated January 22, 2026, and no further action, approval, or consent on the part of WPM, its members, or its managers is required in connection therewith. Each Loan Document to which WPM is a party has been duly executed and delivered by WPM by its duly authorized officers or representatives.

3.3 Enforceability

Subject to the Enforceability Qualifications set forth in Section 5.1 below:

(a) The Credit Agreement constitutes the legal, valid, and binding obligation of WAL, enforceable against WAL in accordance with its terms.

(b) The Guarantee Agreement constitutes the legal, valid, and binding obligation of each Subsidiary Guarantor party thereto (WPS, WAH, WDS, and WPM), enforceable against each such Subsidiary Guarantor in accordance with its terms.

(c) The Security Agreement constitutes the legal, valid, and binding obligation of WAL and each Subsidiary Guarantor party thereto, enforceable against each such Loan Party in accordance with its terms.

(d) The Equity Pledge Agreement constitutes the legal, valid, and binding obligation of WAL, enforceable against WAL in accordance with its terms.

(e) Each Promissory Note constitutes the legal, valid, and binding obligation of WAL, enforceable against WAL in accordance with its terms.

The Credit Agreement and each other Loan Document to which any Loan Party is a party are governed by the laws of the State of New York pursuant to the governing law provisions contained therein. The enforceability of each such Loan Document is in all cases subject to and qualified by the Enforceability Qualifications set forth in Section 5.1 of this opinion letter.

3.4 No Conflicts

(a) Organizational Documents. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party, and compliance by such Loan Party with the terms and provisions thereof, do not and will not (i) violate, contravene, or conflict with any provision of the organizational documents of such Loan Party, including without limitation: (A) in the case of WAL, the Certificate of Formation of WAL or the WAL LLC Agreement; (B) in the case of WPS, the Certificate of Incorporation of WPS or the Bylaws of WPS; (C) in the case of WAH, the Certificate of Formation of WAH or the Limited Liability Company Agreement of WAH; (D) in the case of WDS, the Articles of Incorporation of WDS or the Bylaws of WDS; and (E) in the case of WPM, the Certificate of Formation of WPM or the Limited Liability Company Agreement of WPM; or (ii) result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of any Loan Party (other than the liens and security interests created under the Loan Documents).

(b) Applicable Law. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party, and compliance by such Loan Party with the terms and provisions thereof, do not and will not violate any law, statute, rule, or regulation of the State of New York, the State of Delaware (including the Delaware Limited Liability Company Act and the Delaware General Corporation Law), or the federal laws of the United States that, in our experience, are generally applicable to transactions of the type contemplated by the Loan Documents, subject in each case to the qualifications, exceptions, and limitations set forth in Section V of this opinion letter. We note that our opinion with respect to the laws of the Commonwealth of Virginia is limited to matters directly pertaining to WDS as a Virginia corporation, and a supplemental Virginia local counsel opinion covering additional Virginia law matters (including the enforceability and recording of the Virginia Deed of Trust) has been separately delivered concurrently herewith. Matters pertaining to the laws of the State of Alabama are addressed in the supplemental Alabama local counsel opinion delivered by Overstreet & Hawkins LLP, Birmingham, Alabama. Matters pertaining to the laws of the State of Kansas are addressed in the supplemental Kansas local counsel opinion delivered by Bartley Predding LLP, Wichita, Kansas.

(c) No Governmental Approvals Required. No consent, approval, authorization, license, permit, or order of, or registration, declaration, notice, or filing with, any federal, state, or local governmental authority or regulatory body under the laws of the State of New York, the State of Delaware, or the federal laws of the United States is required in connection with the execution, delivery, or performance by any Loan Party of the Loan Documents to which such Loan Party is a party, or for the legality, validity, binding effect, or enforceability thereof, other than: (i) the filing of UCC-1 financing statements with the Delaware Secretary of State and the Virginia State Corporation Commission as contemplated by the Security Agreement and the Equity Pledge Agreement; (ii) the recording of the Virginia Deed of Trust, the Alabama Mortgage, and the Kansas Mortgage in the appropriate recording offices in the jurisdictions where the encumbered real properties are located; and (iii) such other filings, registrations, and recordings as have been or will be made in due course in connection with the transactions contemplated by the Loan Documents.

3.5 Perfection of Security Interests — Personal Property (DE UCC and NY UCC)

(a) DE UCC Filings. Upon the filing of properly completed UCC-1 financing statements with the Office of the Delaware Secretary of State naming the following entities as debtors:

(i) Whitmore Aerospace LLC (Delaware Secretary of State Filing No. 5738291), as debtor;

(ii) Whitmore Propulsion Systems, Inc. (Delaware Secretary of State Filing No. 6104873), as debtor;

(iii) Whitmore Avionics Holdings LLC (Delaware Secretary of State Filing No. 6329017), as debtor; and

(iv) Whitmore Precision Machining LLC (Delaware Secretary of State Filing No. 6587204), as debtor;

in each case naming Prescott National Bank, N.A., as Collateral Agent, as secured party, and describing the collateral in a manner consistent with the collateral descriptions set forth in the Security Agreement, the Collateral Agent will have a perfected security interest under the DE UCC in those items of personal property collateral described in the Security Agreement in which a security interest may be perfected by the filing of a UCC-1 financing statement with the Office of the Delaware Secretary of State. Each of WAL, WPS, WAH, and WPM is formed under the laws of the State of Delaware, and accordingly, the State of Delaware is the proper jurisdiction for UCC-1 filings as to each such entity under Section 9-301(1) of the UCC (as adopted in Delaware and New York), which provides that the law of the jurisdiction of organization of a registered organization governs perfection by filing.

(b) Virginia UCC Filing. We express no opinion in this letter regarding the perfection of a security interest in the personal property of Whitmore Defense Solutions, Inc. (Virginia State Corporation Commission Entity ID S3482917), a corporation organized under the laws of the Commonwealth of Virginia, by filing of a UCC-1 financing statement with the Virginia State Corporation Commission. Such opinion is addressed in the supplemental Virginia local counsel opinion delivered concurrently herewith by Calderwood & Harkness LLP (Washington, D.C. office), to which the addressees are entitled to rely as described in Section IV of this opinion letter.

(c) Equity Pledge. The Equity Pledge Agreement creates a valid security interest under Article 9 of the UCC in one hundred percent (100%) of the membership interests of WAL in WAH and WPM and one hundred percent (100%) of the issued and outstanding capital stock of WAL in WPS and WDS, in each case subject to the Enforceability Qualifications. To the extent that such membership interests or capital stock constitute "certificated securities" within the meaning of Section 8-102(a)(4) of the UCC and certificates representing such interests or shares have been delivered to, and are held by, the Collateral Agent, together with duly executed stock powers or instruments of transfer endorsed in blank, the security interest of the Collateral Agent therein will be perfected by possession and/or control pursuant to Sections 8-301, 8-106, and 9-313 of the UCC. To the extent that any such membership interests constitute "general intangibles" within the meaning of Section 9-102(a)(42) of the UCC (rather than "securities" governed by Article 8 of the UCC), the security interest of the Collateral Agent therein will be perfected upon the filing of the UCC-1 financing statements described in Section 3.5(a) above in the Office of the Delaware Secretary of State (or, in the case of WDS interests, upon the filing described in the supplemental Virginia local counsel opinion referenced in Section 3.5(b) above).

(d) Limitations on Perfection Opinion. Notwithstanding the foregoing, we express no opinion with respect to the perfection of any security interest in any of the following:

(i) deposit accounts or securities accounts, perfection of which requires the execution and delivery of deposit account control agreements or securities account control agreements as contemplated by Sections 9-104 and 9-106 of the UCC (we understand that such control agreements are identified as post-closing deliverables under the Credit Agreement and are to be delivered within the time periods specified in Section 6.14 thereof);

(ii) assets that are subject to a federal statute, regulation, or treaty that preempts UCC filing as a method of perfection, including, without limitation, copyrights registered with the United States Copyright Office (17 U.S.C. § 205), patents and patent applications registered with the United States Patent and Trademark Office (35 U.S.C. § 261), and federally registered trademarks and service marks (15 U.S.C. § 1060) — filings with the U.S. Copyright Office and the U.S. Patent and Trademark Office are identified as post-closing deliverables under the Credit Agreement;

(iii) real property, fixtures (to the extent that perfection requires the filing of a fixture filing in a real property recording office), or any other interest in real property, which matters are addressed by the Virginia Deed of Trust, the Alabama Mortgage, the Kansas Mortgage, and the related local counsel opinions; and

(iv) motor vehicles or other goods covered by a certificate-of-title statute, as to which perfection may require notation of the security interest on the applicable certificate of title pursuant to the relevant state certificate-of-title statute.

3.6 Priority

Subject to the qualifications set forth in Section V of this opinion letter, and assuming the absence of any prior perfected security interests or prior liens of record as of the date and time the UCC-1 financing statements described in Section 3.5(a) above are filed with the Office of the Delaware Secretary of State, the security interests granted under the Security Agreement and the Equity Pledge Agreement in favor of the Collateral Agent, for the benefit of the Secured Parties, will constitute first-priority security interests in the items of personal property collateral described therein in which a security interest may be perfected by the filing of a UCC-1 financing statement in the State of Delaware. Our opinion regarding priority is based on the UCC lien search results furnished to us and described in Section 1.2(dd) above, and we note that such search results are current only through the date and time of such search and do not reflect any filings made after such date and time.

We further note that the UCC-1 financing statements filed in connection with the Existing Facility (specifically, Delaware UCC Filing No. 2021-1483726 and Virginia UCC Filing No. 210315-00489) are to be terminated by the filing of UCC-3 termination statements upon the repayment in full of the indebtedness outstanding under the Existing Facility, and that the new UCC-1 financing statements to be filed pursuant to the Loan Documents should be filed substantially concurrent with, or promptly following, the filing of such UCC-3 termination statements in order to preserve the intended priority of the security interests granted under the Loan Documents. We express no opinion as to the priority of the security interests if the UCC-1 filings in connection with the Loan Documents are not filed substantially concurrently with or promptly following the filing of the UCC-3 termination statements with respect to the Existing Facility.

3.7 No Litigation

Based solely upon a certificate of Gregory Alston, General Counsel and Secretary of WAL, dated January 30, 2026, delivered to us in connection with this opinion letter and the closing of the transactions contemplated by the Credit Agreement, and without independent investigation or verification, there is no action, suit, proceeding, claim, arbitration, or governmental investigation pending or, to the knowledge of the officers of WAL identified in such certificate, threatened in writing against or affecting any Loan Party or any of their respective properties or assets before any court, arbitral tribunal, or governmental authority that (i) challenges the legality, validity, or enforceability of any Loan Document or any of the transactions contemplated thereby, or (ii) would reasonably be expected to have a material adverse effect on the business, financial condition, operations, or properties of the Loan Parties taken as a whole, or on the ability of any Loan Party to perform its obligations under the Loan Documents to which it is a party. We express no opinion, and make no statement, regarding any litigation, proceeding, or governmental investigation that may be pending or threatened against any Loan Party other than as set forth in the certificate described in this Section 3.7.

IV. RELIANCE ON OTHER OPINIONS

We advise you that the addressees of this opinion letter are entitled to rely upon the following supplemental local counsel opinions, each delivered concurrently herewith in connection with the closing of the transactions contemplated by the Credit Agreement:

(a) Supplemental Virginia Law Opinion. A supplemental opinion of Calderwood & Harkness LLP (Washington, D.C. office), dated January 30, 2026, covering Virginia law matters applicable to WAL (in its capacity as a foreign limited liability company registered to do business in the Commonwealth of Virginia) and WDS (as a Virginia corporation), including without limitation: (i) the enforceability of the Virginia Deed of Trust and related instruments under the laws of the Commonwealth of Virginia; (ii) the perfection of security interests in the personal property of WDS by filing of a UCC-1 financing statement with the Virginia State Corporation Commission; and (iii) such other Virginia law matters as are addressed therein.

(b) Supplemental Alabama Law Opinion. A supplemental opinion of Overstreet & Hawkins LLP (Birmingham, Alabama), dated January 30, 2026, covering Alabama law matters applicable to WPS (in its capacity as a foreign corporation registered to do business in the State of Alabama), including without limitation: (i) the enforceability of the Alabama Mortgage under the laws of the State of Alabama; (ii) the perfection of security interests in certain personal property of WPS under the Alabama UCC; and (iii) such other Alabama law matters as are addressed therein.

(c) Supplemental Kansas Law Opinion. A supplemental opinion of Bartley Predding LLP (Wichita, Kansas), dated January 30, 2026, covering Kansas law matters applicable to WPM (in its capacity as a foreign limited liability company registered to do business in the State of Kansas), including without limitation: (i) the enforceability of the Kansas Mortgage under the laws of the State of Kansas; (ii) the perfection of security interests in certain personal property of WPM under the Kansas UCC; and (iii) such other Kansas law matters as are addressed therein.

Each such supplemental local counsel opinion has been delivered with the consent of the issuing firm, and the addressees of this opinion letter may rely upon each such supplemental opinion as if the opinions and statements contained therein were set forth herein in full, subject in each case to the assumptions, qualifications, exceptions, and limitations set forth in the respective supplemental opinions.

V. QUALIFICATIONS, EXCEPTIONS, AND LIMITATIONS

The opinions expressed in this letter are subject to and qualified by the following:

5.1 Enforceability Qualifications

The enforceability opinions expressed in Section 3.3 of this opinion letter (and any related enforceability opinions elsewhere herein) are subject to and limited by the following qualifications (collectively, the "Enforceability Qualifications"):

(a) Applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), as amended.

(b) General principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, principles of commercial reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies.

(c) The possible unenforceability of provisions of the Loan Documents that purport to provide for indemnification of, or contribution to, any party with respect to losses, claims, damages, or liabilities to the extent that such indemnification or contribution is found to be contrary to public policy or violative of applicable law, including without limitation federal and state securities laws.

(d) The discretion of any court of competent jurisdiction in awarding specific performance, injunctive relief, or other equitable remedies, and the general principle that equitable remedies are discretionary and need not be granted where an adequate remedy at law exists or where the granting of such remedy would be inequitable under the circumstances.

(e) The possible unenforceability of provisions of the Loan Documents relating to the imposition of default rates of interest, late charges, prepayment premiums, or make-whole amounts to the extent that a court of competent jurisdiction determines that such provisions constitute unenforceable penalties, are unconscionable, or are otherwise contrary to applicable law.

5.2 UCC and Perfection Limitations

In addition to the limitations set forth in Section 3.5(d) above, we express no opinion as to the perfection or priority of any security interest in any of the following:

(a) Any after-acquired property of a type that is not described in, or covered by, the collateral descriptions contained in the UCC-1 financing statements to be filed in connection with the Loan Documents, or any after-acquired property of a type as to which the UCC-1 financing statements, as filed, would not be effective to provide perfection.

(b) Any property as to which the UCC requires a method of perfection other than the filing of a UCC-1 financing statement (including, without limitation, deposit accounts, letter-of-credit rights, and certain investment property), except to the extent expressly addressed in Section 3.5 of this opinion letter.

(c) Goods covered by a certificate-of-title statute of any state, as to which perfection may require notation of the security interest on the applicable certificate of title rather than the filing of a UCC financing statement.

(d) Property of a type excluded from the collateral package under the Loan Documents, including without limitation: (A) classified government contracts and related receivables subject to the Assignment of Claims Act (41 U.S.C. § 6305), to the extent that such statute restricts the assignment of such contracts or receivables; (B) certain leaseholds or licenses where the consent of the applicable landlord or licensor to the granting of a security interest has not been obtained and such consent is required under the terms of the applicable lease or license, notwithstanding the provisions of Section 9-407 or Section 9-408 of the UCC; and (C) motor vehicles and other titled goods having a combined aggregate book value not exceeding $500,000, which are excluded from the collateral requirements under the Credit Agreement.

(e) We express no opinion as to the priority of the security interests granted in the Loan Documents over any liens arising by operation of law, including without limitation federal, state, or local tax liens, mechanic's liens, materialman's liens, carrier's liens, warehouseman's liens, or other statutory liens or privileges.

5.3 Excluded Matters

We express no opinion in this letter with respect to any of the following matters:

(a) The laws of any jurisdiction other than the laws of the State of New York, the Delaware General Corporation Law (Title 8, Delaware Code), the Delaware Limited Liability Company Act (Title 6, Chapter 18, Delaware Code), and the federal laws of the United States of America. Without limiting the generality of the foregoing, matters pertaining to the laws of the Commonwealth of Virginia, the State of Alabama, and the State of Kansas are addressed exclusively in the supplemental local counsel opinions described in Section IV of this opinion letter.

(b) Federal, state, or local tax laws, including without limitation the Internal Revenue Code of 1986, as amended, or any state or local tax statute or regulation.

(c) The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any other federal, state, or local laws or regulations relating to employee benefit plans, pension plans, or multiemployer plans.

(d) Federal, state, or local environmental laws, rules, and regulations, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and any analogous state environmental statutes.

(e) Federal and state securities laws, including without limitation the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any state blue sky laws.

(f) Federal and state antitrust laws, including without limitation the Sherman Antitrust Act, the Clayton Act, and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

(g) Regulations of the Federal Communications Commission or any state public utility commission.

(h) The International Traffic in Arms Regulations ("ITAR") (22 C.F.R. Parts 120–130) or the Export Administration Regulations ("EAR") (15 C.F.R. Parts 730–774), or any other export control laws, rules, or regulations.

(i) The National Industrial Security Program Operating Manual ("NISPOM") (32 C.F.R. Part 117), the regulations of the Committee on Foreign Investment in the United States ("CFIUS") (31 C.F.R. Part 800 et seq.), or any other foreign ownership, control, or influence ("FOCI") requirements or regulations applicable to the Loan Parties or their respective businesses.

(j) Federal or state insurance regulatory laws, rules, and regulations.

5.4 Date Limitation

The opinions expressed in this opinion letter are rendered as of the date hereof only, and we assume no obligation to update, revise, or supplement this opinion letter to reflect any changes in law or fact, or any developments of which we may hereafter become aware, occurring or coming to our attention after the date hereof, regardless of whether such changes or developments might affect the opinions expressed herein.

5.5 Reliance Limitation

This opinion letter is delivered solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents and may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance. No copies of this opinion letter may be furnished to any person or entity other than the addressees hereof (and their respective counsel) without our prior written consent, except that copies may be furnished to (i) bank examiners and other regulatory authorities having supervisory authority over any addressee, (ii) independent auditors of any addressee, and (iii) any court or governmental authority pursuant to subpoena or other legal process, in each case on the condition that such recipient is informed of the limitations and qualifications set forth herein.

Notwithstanding the foregoing, any Lender that becomes a party to the Credit Agreement by assignment or other transfer in accordance with Section 10.04 of the Credit Agreement (each, an "Assignee Lender") may rely on this opinion letter as if such Assignee Lender were an original addressee hereof, subject to the same assumptions, qualifications, exceptions, and limitations set forth herein, and as of the date hereof (and not as of any subsequent date).

VI. GOVERNING LAW OF THIS OPINION

This opinion letter, and any matters arising out of or in connection herewith (including any claims based on contract, tort, or statute), shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws that would require the application of the laws of another jurisdiction.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Philip Hartmann Partner, Banking & Finance Practice 780 Third Avenue New York, New York 10017 Telephone: (212) 506-7244

Email: phartmann@calderwoodharkness.com

cc (by email and overnight courier):

Gregory Alston, Esq. General Counsel & Secretary Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, Virginia 20170

Sandra Petrova Chief Financial Officer Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, Virginia 20170

Raymond Okafor, Esq. Caldwell Pryor & Shea LLP 300 Madison Avenue, 22nd Floor New York, New York 10017

Victoria Engstrom Prescott National Bank, N.A. 245 Park Avenue, 12th Floor New York, New York 10167

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
780 Third Avenue New York, New York 10017
Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com
January 30, 2026
Prescott National Bank, N.A. as Administrative Agent, Collateral Agent, and Swingline Lender 550 South Tryon Street Charlotte, North Carolina 28202
Each of the Lenders party to the Credit Agreement described below:
Prescott National Bank, N.A. (in its capacity as a Lender) 550 South Tryon Street Charlotte, North Carolina 28202
Harborview Trust Company 185 Asylum Street Hartford, Connecticut 06103
Meridian Commercial Lending Corp. 233 South Wacker Drive, Suite 4100 Chicago, Illinois 60606
Atlas Fidelity Bank 1 Liberty Plaza, 30th Floor New York, New York 10006
Commonwealth Capital Markets, Inc. 100 Federal Street, Suite 2200 Boston, Massachusetts 02110
Ladies and Gentlemen:
We have acted as counsel to Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower" or "WAL"), in connection with the $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (the "Credit Agreement"), among WAL, as Borrower, the Subsidiary Guarantors identified therein, the Lenders from time to time party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender. This opinion letter is being delivered pursuant to Calderwood & Harkness LLP Matter No. 1019-00002. The CUSIP Number assigned to the facility is 96438LAA3.
This opinion letter is furnished to you pursuant to Section 4.01(a)(v) of the Credit Agreement as a condition precedent to the effectiveness thereof and the initial extension of credit thereunder. Capitalized terms used in this opinion letter and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
I. DEFINED TERMS AND DOCUMENTS EXAMINED
1.1 Defined Terms
As used in this opinion letter, the following terms shall have the meanings set forth below:
"Credit Agreement" means the $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026, among WAL, as Borrower, the Subsidiary Guarantors identified therein, the Lenders from time to time party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender.
"Guarantee Agreement" means the Guarantee Agreement dated as of January 30, 2026, executed by Whitmore Propulsion Systems, Inc. ("WPS"), Whitmore Avionics Holdings LLC ("WAH"), Whitmore Defense Solutions, Inc. ("WDS"), and Whitmore Precision Machining LLC ("WPM"), each as a guarantor, in favor of Prescott National Bank, N.A., as Administrative Agent, for the benefit of the Secured Parties, pursuant to which each Subsidiary Guarantor has unconditionally guaranteed the full and punctual payment and performance of all Obligations under the Credit Agreement.
"Security Agreement" means the Pledge and Security Agreement dated as of January 30, 2026, executed by WAL and each Subsidiary Guarantor, as grantors, in favor of Prescott National Bank, N.A., as Collateral Agent, for the benefit of the Secured Parties, pursuant to which the grantors have granted a security interest in substantially all of their respective personal property and assets as more fully described therein.
"Equity Pledge Agreement" means the Pledge Agreement dated as of January 30, 2026, executed by WAL in favor of Prescott National Bank, N.A., as Collateral Agent, for the benefit of the Secured Parties, covering one hundred percent (100%) of the membership interests of WAL in WAH and WPM and one hundred percent (100%) of the issued and outstanding capital stock of WPS and WDS, in each case pledged by WAL to the Collateral Agent as collateral security for the Obligations.
"Virginia Deed of Trust" means the Deed of Trust, Assignment of Leases and Rents, and Security Agreement dated as of January 30, 2026, executed by WAL, as grantor, to Ridgeline Life Insurance, as trustee, for the benefit of Prescott National Bank, N.A., as Collateral Agent, encumbering the real property and improvements located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170, together with all fixtures, easements, appurtenances, and other rights pertaining thereto.
"Alabama Mortgage" means the Mortgage, Assignment of Leases and Rents, and Security Agreement dated as of January 30, 2026, executed by WPS, as mortgagor, in favor of Prescott National Bank, N.A., as Collateral Agent, encumbering the real property and improvements located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, together with all fixtures, easements, appurtenances, and other rights pertaining thereto.
"Kansas Mortgage" means the Mortgage and Security Agreement dated as of January 30, 2026, executed by WPM, as mortgagor, in favor of Prescott National Bank, N.A., as Collateral Agent, encumbering the real property and improvements located at 4550 North Webb Road, Wichita, Kansas 67226, together with all fixtures, easements, appurtenances, and other rights pertaining thereto.
"Promissory Notes" means the five (5) promissory notes, each dated as of January 30, 2026, executed by WAL in favor of each Lender, in the respective principal amounts of such Lender's Commitment under the Credit Agreement, evidencing WAL's obligations to repay the Revolving Loans and Swingline Loans made to WAL pursuant to the Credit Agreement.
"Loan Documents" means, collectively, the Credit Agreement, the Guarantee Agreement, the Security Agreement, the Equity Pledge Agreement, the Virginia Deed of Trust, the Alabama Mortgage, the Kansas Mortgage, the Promissory Notes, and each other document, instrument, certificate, or agreement executed and delivered by any Loan Party in connection therewith or contemplated thereby.
"Borrower" or "WAL" means Whitmore Aerospace LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Delaware Secretary of State Filing No. 5738291; Employer Identification Number 82-3194567).
"Subsidiary Guarantors" means, collectively:
(a) Whitmore Propulsion Systems, Inc. ("WPS"), a corporation duly incorporated and existing under the laws of the State of Delaware (Delaware Secretary of State Filing No. 6104873; Employer Identification Number 84-2057831);
(b) Whitmore Avionics Holdings LLC ("WAH"), a limited liability company duly formed and existing under the laws of the State of Delaware (Delaware Secretary of State Filing No. 6329017; Employer Identification Number 85-6723901);
(c) Whitmore Defense Solutions, Inc. ("WDS"), a corporation duly incorporated and existing under the laws of the Commonwealth of Virginia (Virginia State Corporation Commission Entity ID S3482917; Employer Identification Number 54-3891204); and
(d) Whitmore Precision Machining LLC ("WPM"), a limited liability company duly formed and existing under the laws of the State of Delaware (Delaware Secretary of State Filing No. 6587204; Employer Identification Number 86-4502178).
"Loan Parties" means, collectively, the Borrower and the Subsidiary Guarantors.
"Administrative Agent" means Prescott National Bank, N.A., in its capacity as administrative agent under the Credit Agreement.
"Collateral Agent" means Prescott National Bank, N.A., in its capacity as collateral agent under the Security Agreement, the Equity Pledge Agreement, and the other Loan Documents.
"UCC" means the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.
"DE UCC" means the Uniform Commercial Code as in effect in the State of Delaware on the date hereof.
"NY UCC" means the Uniform Commercial Code as in effect in the State of New York on the date hereof.
1.2 Documents Examined
In rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, instruments, certificates, and records:
(a) the Credit Agreement and all Schedules and Exhibits thereto;
(b) the Guarantee Agreement;
(c) the Security Agreement (Pledge and Security Agreement);
(d) the Equity Pledge Agreement;
(e) the Virginia Deed of Trust;
(f) the Alabama Mortgage;
(g) the Kansas Mortgage;
(h) the Promissory Notes (five notes, one in favor of each Lender);
(i) the Certificate of Formation of WAL, as filed with the Delaware Secretary of State on March 14, 2017, together with all amendments thereto;
(j) the Limited Liability Company Agreement of WAL, dated as of March 14, 2017, as amended and restated through the date hereof (the "WAL LLC Agreement");
(k) the Certificate of Incorporation of WPS, as filed with the Delaware Secretary of State on August 22, 2018, together with all amendments thereto;
(l) the Bylaws of WPS, as amended through the date hereof;
(m) the Certificate of Formation of WAH, as filed with the Delaware Secretary of State on February 10, 2019, together with all amendments thereto;
(n) the Limited Liability Company Agreement of WAH, dated as of February 10, 2019, as amended through the date hereof;
(o) the Articles of Incorporation of WDS, as filed with the Virginia State Corporation Commission on June 5, 2019, together with all amendments thereto;
(p) the Bylaws of WDS, as amended through the date hereof;
(q) the Certificate of Formation of WPM, as filed with the Delaware Secretary of State on September 30, 2020, together with all amendments thereto;
(r) the Limited Liability Company Agreement of WPM, dated as of September 30, 2020, as amended through the date hereof;
(s) resolutions of the members and managers of WAL, adopted by unanimous written consent dated January 22, 2026, authorizing the execution, delivery, and performance of the Credit Agreement and the other Loan Documents to which WAL is or will be a party;
(t) resolutions of the Board of Directors of WPS, adopted by unanimous written consent dated January 22, 2026, authorizing the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, and the other Loan Documents to which WPS is or will be a party;
(u) resolutions of the members and managers of WAH, adopted by unanimous written consent dated January 22, 2026, authorizing the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, and the other Loan Documents to which WAH is or will be a party;
(v) resolutions of the Board of Directors of WDS, adopted by unanimous written consent dated January 22, 2026, authorizing the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, and the other Loan Documents to which WDS is or will be a party;
(w) resolutions of the members and managers of WPM, adopted by unanimous written consent dated January 22, 2026, authorizing the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, and the other Loan Documents to which WPM is or will be a party;
(x) certificates of good standing for each Delaware-formed Loan Party (WAL, WPS, WAH, and WPM) issued by the Delaware Secretary of State, each dated on or about January 30, 2026;
(y) a certificate of good standing for WDS issued by the Virginia State Corporation Commission, dated on or about January 30, 2026;
(z) an Officer's/Secretary's Certificate of Gregory Alston, General Counsel and Secretary of WAL, dated January 30, 2026, certifying, among other things, the organizational documents, resolutions, incumbency, and specimen signatures of the authorized officers of WAL (the "WAL Secretary's Certificate");
(aa) Officer's/Secretary's Certificates of the duly authorized officers of each Subsidiary Guarantor, each dated January 30, 2026, certifying, among other things, the organizational documents, resolutions, incumbency, and specimen signatures of the authorized officers of each such Subsidiary Guarantor (together with the WAL Secretary's Certificate, the "Secretary's Certificates");
(bb) the Solvency Certificate of Sandra Petrova, Chief Financial Officer of WAL, dated January 30, 2026, delivered pursuant to Section 4.01(a)(viii) of the Credit Agreement, certifying as to the solvency of each Loan Party and the Loan Parties on a consolidated basis;
(cc) UCC-1 financing statements to be filed against each of WAL, WPS, WAH, and WPM with the Delaware Secretary of State, and against WDS with the Virginia State Corporation Commission, in each case naming Prescott National Bank, N.A., as Collateral Agent, as secured party;
(dd) UCC lien search results conducted by Pemberton Industries for each Loan Party in their respective jurisdictions of formation (Delaware for WAL, WPS, WAH, and WPM; Virginia for WDS), each dated no earlier than January 24, 2026; and
(ee) such other documents, records, agreements, instruments, and certificates as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein.
II. ASSUMPTIONS
In rendering the opinions expressed in this letter, we have, with your consent and without independent investigation or verification, assumed the following:
(a) All signatures on the Loan Documents and all other documents examined by us are genuine, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform in all material respects to the originals thereof.
(b) Each natural person who executed any Loan Document or any other document examined by us had the legal capacity to do so at the time of such execution.
(c) The Administrative Agent, the Collateral Agent, the Swingline Lender, and each Lender are duly organized, validly existing, and in good standing under the laws of their respective jurisdictions of organization and have the requisite organizational power and authority to execute, deliver, and perform their respective obligations under the Loan Documents to which they are parties.
(d) The Credit Agreement and each other Loan Document constitutes the legal, valid, and binding obligation of the Administrative Agent, the Collateral Agent, the Swingline Lender, and each Lender, and of each other party thereto (other than the Loan Parties), enforceable against each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(e) The Administrative Agent, the Collateral Agent, the Swingline Lender, and each Lender have the requisite organizational power and authority to execute, deliver, and perform their respective obligations under the Loan Documents, and all necessary organizational action on the part of each such entity has been duly taken to authorize such execution, delivery, and performance.
(f) The execution, delivery, and performance by the Administrative Agent, the Collateral Agent, the Swingline Lender, and each Lender of the Loan Documents do not and will not violate the organizational documents of any such entity, any agreement binding upon any such entity, or any applicable law, rule, or regulation.
(g) All filing, recording, and other fees and charges in connection with the filing of UCC financing statements with the Delaware Secretary of State and the Virginia State Corporation Commission, and the recording of the Virginia Deed of Trust, the Alabama Mortgage, and the Kansas Mortgage, have been or will be duly paid in full.
(h) There are no agreements, understandings, or arrangements, whether written or oral, among the parties to the Loan Documents other than the Loan Documents themselves as furnished to us, and no party thereto has modified, amended, waived, or supplemented any provision thereof except as expressly set forth therein.
(i) The factual matters set forth in the Secretary's Certificates, the Solvency Certificate, and all other certificates and documents delivered to us by or on behalf of the Loan Parties are true, accurate, and complete as of the date hereof, and no fact or circumstance has occurred that would render any such certificate or document inaccurate, incomplete, or misleading.
(j) As to all matters of fact material to the opinions expressed herein, we have relied upon the Secretary's Certificates, the Solvency Certificate, and the representations and warranties of the Loan Parties contained in the Loan Documents, and we have not independently verified such matters. We have also relied upon certificates of public officials as to certain factual matters.
(k) The Loan Parties have received adequate and reasonably equivalent value in exchange for their respective obligations under the Loan Documents, and no Loan Party is or will be rendered insolvent by reason of entering into or performing its obligations under the Loan Documents. We have relied upon the Solvency Certificate in this regard.
(l) Each Loan Party will perform its obligations under the Loan Documents in accordance with the terms thereof, and the Administrative Agent, the Collateral Agent, the Swingline Lender, and each Lender will act in good faith and in a commercially reasonable manner in the exercise of their respective rights and remedies under the Loan Documents.
III. OPINIONS
Based upon and subject to the foregoing, and subject further to the assumptions, qualifications, exceptions, and limitations set forth herein, we are of the opinion that:
3.1 Due Organization and Good Standing
(a) WAL. Whitmore Aerospace LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by Delaware Secretary of State Filing No. 5738291. WAL has the limited liability company power and authority under its Certificate of Formation and the WAL LLC Agreement to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Based upon the certificates of public officials and the Secretary's Certificates, WAL is duly qualified or registered to do business and is in good standing as a foreign limited liability company in each jurisdiction where the ownership, leasing, or operation of its assets or the conduct of its business requires such qualification, including the Commonwealth of Virginia, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).
(b) WPS. Whitmore Propulsion Systems, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by Delaware Secretary of State Filing No. 6104873. WPS has the corporate power and authority under its Certificate of Incorporation and Bylaws to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Based upon the certificates of public officials and the Secretary's Certificates, WPS is duly qualified or registered to do business and is in good standing as a foreign corporation in the State of Alabama, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
(c) WAH. Whitmore Avionics Holdings LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by Delaware Secretary of State Filing No. 6329017. WAH has the limited liability company power and authority under its Certificate of Formation and Limited Liability Company Agreement to own its properties and assets and to conduct its business as presently conducted.
(d) WDS. Whitmore Defense Solutions, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the Commonwealth of Virginia, as evidenced by Virginia State Corporation Commission Entity ID S3482917. WDS has the corporate power and authority under its Articles of Incorporation and Bylaws to own, lease, and operate its properties and assets and to conduct its business as presently conducted.
(e) WPM. Whitmore Precision Machining LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by Delaware Secretary of State Filing No. 6587204. WPM has the limited liability company power and authority under its Certificate of Formation and Limited Liability Company Agreement to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Based upon the certificates of public officials and the Secretary's Certificates, WPM is duly qualified or registered to do business and is in good standing as a foreign limited liability company in the State of Kansas, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
3.2 Due Authorization, Execution, and Delivery
(a) WAL. The execution, delivery, and performance by WAL of the Credit Agreement, the Security Agreement, the Equity Pledge Agreement, the Virginia Deed of Trust, the Promissory Notes, and each other Loan Document to which WAL is a party have been duly authorized by all necessary limited liability company action on the part of WAL, including the resolutions of the members and managers of WAL adopted by unanimous written consent dated January 22, 2026, and no further action, approval, or consent on the part of WAL, its members, or its managers is required in connection therewith. Each Loan Document to which WAL is a party has been duly executed and delivered by WAL. Based upon the Secretary's Certificates and the incumbency certificates delivered to us, the persons executing the Loan Documents on behalf of WAL — namely, Derek Whitmore, Chief Executive Officer; Sandra Petrova, Chief Financial Officer; and Gregory Alston, General Counsel and Secretary — are duly authorized signatories of WAL with the authority to bind WAL to the terms and provisions of each such Loan Document.
(b) WPS. The execution, delivery, and performance by WPS of the Guarantee Agreement, the Security Agreement, and each other Loan Document to which WPS is a party have been duly authorized by all necessary corporate action on the part of WPS, including the resolutions of the Board of Directors of WPS adopted by unanimous written consent dated January 22, 2026, and no further action, approval, or consent on the part of WPS, its board of directors, or its stockholders is required in connection therewith. Each Loan Document to which WPS is a party has been duly executed and delivered by WPS by its duly authorized officers.
(c) WAH. The execution, delivery, and performance by WAH of the Guarantee Agreement, the Security Agreement, and each other Loan Document to which WAH is a party have been duly authorized by all necessary limited liability company action on the part of WAH, including the resolutions of the members and managers of WAH adopted by unanimous written consent dated January 22, 2026, and no further action, approval, or consent on the part of WAH, its members, or its managers is required in connection therewith. Each Loan Document to which WAH is a party has been duly executed and delivered by WAH by its duly authorized officers or representatives.
(d) WDS. The execution, delivery, and performance by WDS of the Guarantee Agreement, the Security Agreement, and each other Loan Document to which WDS is a party have been duly authorized by all necessary corporate action on the part of WDS, including the resolutions of the Board of Directors of WDS adopted by unanimous written consent dated January 22, 2026, and no further action, approval, or consent on the part of WDS, its board of directors, or its stockholders is required in connection therewith. Each Loan Document to which WDS is a party has been duly executed and delivered by WDS by its duly authorized officers.
(e) WPM. The execution, delivery, and performance by WPM of the Guarantee Agreement, the Security Agreement, and each other Loan Document to which WPM is a party have been duly authorized by all necessary limited liability company action on the part of WPM, including the resolutions of the members and managers of WPM adopted by unanimous written consent dated January 22, 2026, and no further action, approval, or consent on the part of WPM, its members, or its managers is required in connection therewith. Each Loan Document to which WPM is a party has been duly executed and delivered by WPM by its duly authorized officers or representatives.
3.3 Enforceability
Subject to the Enforceability Qualifications set forth in Section 5.1 below:
(a) The Credit Agreement constitutes the legal, valid, and binding obligation of WAL, enforceable against WAL in accordance with its terms.
(b) The Guarantee Agreement constitutes the legal, valid, and binding obligation of each Subsidiary Guarantor party thereto (WPS, WAH, WDS, and WPM), enforceable against each such Subsidiary Guarantor in accordance with its terms.
(c) The Security Agreement constitutes the legal, valid, and binding obligation of WAL and each Subsidiary Guarantor party thereto, enforceable against each such Loan Party in accordance with its terms.
(d) The Equity Pledge Agreement constitutes the legal, valid, and binding obligation of WAL, enforceable against WAL in accordance with its terms.
(e) Each Promissory Note constitutes the legal, valid, and binding obligation of WAL, enforceable against WAL in accordance with its terms.
The Credit Agreement and each other Loan Document to which any Loan Party is a party are governed by the laws of the State of New York pursuant to the governing law provisions contained therein. The enforceability of each such Loan Document is in all cases subject to and qualified by the Enforceability Qualifications set forth in Section 5.1 of this opinion letter.
3.4 No Conflicts
(a) Organizational Documents. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party, and compliance by such Loan Party with the terms and provisions thereof, do not and will not (i) violate, contravene, or conflict with any provision of the organizational documents of such Loan Party, including without limitation: (A) in the case of WAL, the Certificate of Formation of WAL or the WAL LLC Agreement; (B) in the case of WPS, the Certificate of Incorporation of WPS or the Bylaws of WPS; (C) in the case of WAH, the Certificate of Formation of WAH or the Limited Liability Company Agreement of WAH; (D) in the case of WDS, the Articles of Incorporation of WDS or the Bylaws of WDS; and (E) in the case of WPM, the Certificate of Formation of WPM or the Limited Liability Company Agreement of WPM; or (ii) result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of any Loan Party (other than the liens and security interests created under the Loan Documents).
(b) Applicable Law. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party, and compliance by such Loan Party with the terms and provisions thereof, do not and will not violate any law, statute, rule, or regulation of the State of New York, the State of Delaware (including the Delaware Limited Liability Company Act and the Delaware General Corporation Law), or the federal laws of the United States that, in our experience, are generally applicable to transactions of the type contemplated by the Loan Documents, subject in each case to the qualifications, exceptions, and limitations set forth in Section V of this opinion letter. We note that our opinion with respect to the laws of the Commonwealth of Virginia is limited to matters directly pertaining to WDS as a Virginia corporation, and a supplemental Virginia local counsel opinion covering additional Virginia law matters (including the enforceability and recording of the Virginia Deed of Trust) has been separately delivered concurrently herewith. Matters pertaining to the laws of the State of Alabama are addressed in the supplemental Alabama local counsel opinion delivered by Overstreet & Hawkins LLP, Birmingham, Alabama. Matters pertaining to the laws of the State of Kansas are addressed in the supplemental Kansas local counsel opinion delivered by Bartley Predding LLP, Wichita, Kansas.
(c) No Governmental Approvals Required. No consent, approval, authorization, license, permit, or order of, or registration, declaration, notice, or filing with, any federal, state, or local governmental authority or regulatory body under the laws of the State of New York, the State of Delaware, or the federal laws of the United States is required in connection with the execution, delivery, or performance by any Loan Party of the Loan Documents to which such Loan Party is a party, or for the legality, validity, binding effect, or enforceability thereof, other than: (i) the filing of UCC-1 financing statements with the Delaware Secretary of State and the Virginia State Corporation Commission as contemplated by the Security Agreement and the Equity Pledge Agreement; (ii) the recording of the Virginia Deed of Trust, the Alabama Mortgage, and the Kansas Mortgage in the appropriate recording offices in the jurisdictions where the encumbered real properties are located; and (iii) such other filings, registrations, and recordings as have been or will be made in due course in connection with the transactions contemplated by the Loan Documents.
3.5 Perfection of Security Interests — Personal Property (DE UCC and NY UCC)
(a) DE UCC Filings. Upon the filing of properly completed UCC-1 financing statements with the Office of the Delaware Secretary of State naming the following entities as debtors:
(i) Whitmore Aerospace LLC (Delaware Secretary of State Filing No. 5738291), as debtor;
(ii) Whitmore Propulsion Systems, Inc. (Delaware Secretary of State Filing No. 6104873), as debtor;
(iii) Whitmore Avionics Holdings LLC (Delaware Secretary of State Filing No. 6329017), as debtor; and
(iv) Whitmore Precision Machining LLC (Delaware Secretary of State Filing No. 6587204), as debtor;
in each case naming Prescott National Bank, N.A., as Collateral Agent, as secured party, and describing the collateral in a manner consistent with the collateral descriptions set forth in the Security Agreement, the Collateral Agent will have a perfected security interest under the DE UCC in those items of personal property collateral described in the Security Agreement in which a security interest may be perfected by the filing of a UCC-1 financing statement with the Office of the Delaware Secretary of State. Each of WAL, WPS, WAH, and WPM is formed under the laws of the State of Delaware, and accordingly, the State of Delaware is the proper jurisdiction for UCC-1 filings as to each such entity under Section 9-301(1) of the UCC (as adopted in Delaware and New York), which provides that the law of the jurisdiction of organization of a registered organization governs perfection by filing.
(b) Virginia UCC Filing. We express no opinion in this letter regarding the perfection of a security interest in the personal property of Whitmore Defense Solutions, Inc. (Virginia State Corporation Commission Entity ID S3482917), a corporation organized under the laws of the Commonwealth of Virginia, by filing of a UCC-1 financing statement with the Virginia State Corporation Commission. Such opinion is addressed in the supplemental Virginia local counsel opinion delivered concurrently herewith by Calderwood & Harkness LLP (Washington, D.C. office), to which the addressees are entitled to rely as described in Section IV of this opinion letter.
(c) Equity Pledge. The Equity Pledge Agreement creates a valid security interest under Article 9 of the UCC in one hundred percent (100%) of the membership interests of WAL in WAH and WPM and one hundred percent (100%) of the issued and outstanding capital stock of WAL in WPS and WDS, in each case subject to the Enforceability Qualifications. To the extent that such membership interests or capital stock constitute "certificated securities" within the meaning of Section 8-102(a)(4) of the UCC and certificates representing such interests or shares have been delivered to, and are held by, the Collateral Agent, together with duly executed stock powers or instruments of transfer endorsed in blank, the security interest of the Collateral Agent therein will be perfected by possession and/or control pursuant to Sections 8-301, 8-106, and 9-313 of the UCC. To the extent that any such membership interests constitute "general intangibles" within the meaning of Section 9-102(a)(42) of the UCC (rather than "securities" governed by Article 8 of the UCC), the security interest of the Collateral Agent therein will be perfected upon the filing of the UCC-1 financing statements described in Section 3.5(a) above in the Office of the Delaware Secretary of State (or, in the case of WDS interests, upon the filing described in the supplemental Virginia local counsel opinion referenced in Section 3.5(b) above).
(d) Limitations on Perfection Opinion. Notwithstanding the foregoing, we express no opinion with respect to the perfection of any security interest in any of the following:
(i) deposit accounts or securities accounts, perfection of which requires the execution and delivery of deposit account control agreements or securities account control agreements as contemplated by Sections 9-104 and 9-106 of the UCC (we understand that such control agreements are identified as post-closing deliverables under the Credit Agreement and are to be delivered within the time periods specified in Section 6.14 thereof);
(ii) assets that are subject to a federal statute, regulation, or treaty that preempts UCC filing as a method of perfection, including, without limitation, copyrights registered with the United States Copyright Office (17 U.S.C. § 205), patents and patent applications registered with the United States Patent and Trademark Office (35 U.S.C. § 261), and federally registered trademarks and service marks (15 U.S.C. § 1060) — filings with the U.S. Copyright Office and the U.S. Patent and Trademark Office are identified as post-closing deliverables under the Credit Agreement;
(iii) real property, fixtures (to the extent that perfection requires the filing of a fixture filing in a real property recording office), or any other interest in real property, which matters are addressed by the Virginia Deed of Trust, the Alabama Mortgage, the Kansas Mortgage, and the related local counsel opinions; and
(iv) motor vehicles or other goods covered by a certificate-of-title statute, as to which perfection may require notation of the security interest on the applicable certificate of title pursuant to the relevant state certificate-of-title statute.
3.6 Priority
Subject to the qualifications set forth in Section V of this opinion letter, and assuming the absence of any prior perfected security interests or prior liens of record as of the date and time the UCC-1 financing statements described in Section 3.5(a) above are filed with the Office of the Delaware Secretary of State, the security interests granted under the Security Agreement and the Equity Pledge Agreement in favor of the Collateral Agent, for the benefit of the Secured Parties, will constitute first-priority security interests in the items of personal property collateral described therein in which a security interest may be perfected by the filing of a UCC-1 financing statement in the State of Delaware. Our opinion regarding priority is based on the UCC lien search results furnished to us and described in Section 1.2(dd) above, and we note that such search results are current only through the date and time of such search and do not reflect any filings made after such date and time.
We further note that the UCC-1 financing statements filed in connection with the Existing Facility (specifically, Delaware UCC Filing No. 2021-1483726 and Virginia UCC Filing No. 210315-00489) are to be terminated by the filing of UCC-3 termination statements upon the repayment in full of the indebtedness outstanding under the Existing Facility, and that the new UCC-1 financing statements to be filed pursuant to the Loan Documents should be filed substantially concurrent with, or promptly following, the filing of such UCC-3 termination statements in order to preserve the intended priority of the security interests granted under the Loan Documents. We express no opinion as to the priority of the security interests if the UCC-1 filings in connection with the Loan Documents are not filed substantially concurrently with or promptly following the filing of the UCC-3 termination statements with respect to the Existing Facility.
3.7 No Litigation
Based solely upon a certificate of Gregory Alston, General Counsel and Secretary of WAL, dated January 30, 2026, delivered to us in connection with this opinion letter and the closing of the transactions contemplated by the Credit Agreement, and without independent investigation or verification, there is no action, suit, proceeding, claim, arbitration, or governmental investigation pending or, to the knowledge of the officers of WAL identified in such certificate, threatened in writing against or affecting any Loan Party or any of their respective properties or assets before any court, arbitral tribunal, or governmental authority that (i) challenges the legality, validity, or enforceability of any Loan Document or any of the transactions contemplated thereby, or (ii) would reasonably be expected to have a material adverse effect on the business, financial condition, operations, or properties of the Loan Parties taken as a whole, or on the ability of any Loan Party to perform its obligations under the Loan Documents to which it is a party. We express no opinion, and make no statement, regarding any litigation, proceeding, or governmental investigation that may be pending or threatened against any Loan Party other than as set forth in the certificate described in this Section 3.7.
IV. RELIANCE ON OTHER OPINIONS
We advise you that the addressees of this opinion letter are entitled to rely upon the following supplemental local counsel opinions, each delivered concurrently herewith in connection with the closing of the transactions contemplated by the Credit Agreement:
(a) Supplemental Virginia Law Opinion. A supplemental opinion of Calderwood & Harkness LLP (Washington, D.C. office), dated January 30, 2026, covering Virginia law matters applicable to WAL (in its capacity as a foreign limited liability company registered to do business in the Commonwealth of Virginia) and WDS (as a Virginia corporation), including without limitation: (i) the enforceability of the Virginia Deed of Trust and related instruments under the laws of the Commonwealth of Virginia; (ii) the perfection of security interests in the personal property of WDS by filing of a UCC-1 financing statement with the Virginia State Corporation Commission; and (iii) such other Virginia law matters as are addressed therein.
(b) Supplemental Alabama Law Opinion. A supplemental opinion of Overstreet & Hawkins LLP (Birmingham, Alabama), dated January 30, 2026, covering Alabama law matters applicable to WPS (in its capacity as a foreign corporation registered to do business in the State of Alabama), including without limitation: (i) the enforceability of the Alabama Mortgage under the laws of the State of Alabama; (ii) the perfection of security interests in certain personal property of WPS under the Alabama UCC; and (iii) such other Alabama law matters as are addressed therein.
(c) Supplemental Kansas Law Opinion. A supplemental opinion of Bartley Predding LLP (Wichita, Kansas), dated January 30, 2026, covering Kansas law matters applicable to WPM (in its capacity as a foreign limited liability company registered to do business in the State of Kansas), including without limitation: (i) the enforceability of the Kansas Mortgage under the laws of the State of Kansas; (ii) the perfection of security interests in certain personal property of WPM under the Kansas UCC; and (iii) such other Kansas law matters as are addressed therein.
Each such supplemental local counsel opinion has been delivered with the consent of the issuing firm, and the addressees of this opinion letter may rely upon each such supplemental opinion as if the opinions and statements contained therein were set forth herein in full, subject in each case to the assumptions, qualifications, exceptions, and limitations set forth in the respective supplemental opinions.
V. QUALIFICATIONS, EXCEPTIONS, AND LIMITATIONS
The opinions expressed in this letter are subject to and qualified by the following:
5.1 Enforceability Qualifications
The enforceability opinions expressed in Section 3.3 of this opinion letter (and any related enforceability opinions elsewhere herein) are subject to and limited by the following qualifications (collectively, the "Enforceability Qualifications"):
(a) Applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), as amended.
(b) General principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, principles of commercial reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies.
(c) The possible unenforceability of provisions of the Loan Documents that purport to provide for indemnification of, or contribution to, any party with respect to losses, claims, damages, or liabilities to the extent that such indemnification or contribution is found to be contrary to public policy or violative of applicable law, including without limitation federal and state securities laws.
(d) The discretion of any court of competent jurisdiction in awarding specific performance, injunctive relief, or other equitable remedies, and the general principle that equitable remedies are discretionary and need not be granted where an adequate remedy at law exists or where the granting of such remedy would be inequitable under the circumstances.
(e) The possible unenforceability of provisions of the Loan Documents relating to the imposition of default rates of interest, late charges, prepayment premiums, or make-whole amounts to the extent that a court of competent jurisdiction determines that such provisions constitute unenforceable penalties, are unconscionable, or are otherwise contrary to applicable law.
5.2 UCC and Perfection Limitations
In addition to the limitations set forth in Section 3.5(d) above, we express no opinion as to the perfection or priority of any security interest in any of the following:
(a) Any after-acquired property of a type that is not described in, or covered by, the collateral descriptions contained in the UCC-1 financing statements to be filed in connection with the Loan Documents, or any after-acquired property of a type as to which the UCC-1 financing statements, as filed, would not be effective to provide perfection.
(b) Any property as to which the UCC requires a method of perfection other than the filing of a UCC-1 financing statement (including, without limitation, deposit accounts, letter-of-credit rights, and certain investment property), except to the extent expressly addressed in Section 3.5 of this opinion letter.
(c) Goods covered by a certificate-of-title statute of any state, as to which perfection may require notation of the security interest on the applicable certificate of title rather than the filing of a UCC financing statement.
(d) Property of a type excluded from the collateral package under the Loan Documents, including without limitation: (A) classified government contracts and related receivables subject to the Assignment of Claims Act (41 U.S.C. § 6305), to the extent that such statute restricts the assignment of such contracts or receivables; (B) certain leaseholds or licenses where the consent of the applicable landlord or licensor to the granting of a security interest has not been obtained and such consent is required under the terms of the applicable lease or license, notwithstanding the provisions of Section 9-407 or Section 9-408 of the UCC; and (C) motor vehicles and other titled goods having a combined aggregate book value not exceeding $500,000, which are excluded from the collateral requirements under the Credit Agreement.
(e) We express no opinion as to the priority of the security interests granted in the Loan Documents over any liens arising by operation of law, including without limitation federal, state, or local tax liens, mechanic's liens, materialman's liens, carrier's liens, warehouseman's liens, or other statutory liens or privileges.
5.3 Excluded Matters
We express no opinion in this letter with respect to any of the following matters:
(a) The laws of any jurisdiction other than the laws of the State of New York, the Delaware General Corporation Law (Title 8, Delaware Code), the Delaware Limited Liability Company Act (Title 6, Chapter 18, Delaware Code), and the federal laws of the United States of America. Without limiting the generality of the foregoing, matters pertaining to the laws of the Commonwealth of Virginia, the State of Alabama, and the State of Kansas are addressed exclusively in the supplemental local counsel opinions described in Section IV of this opinion letter.
(b) Federal, state, or local tax laws, including without limitation the Internal Revenue Code of 1986, as amended, or any state or local tax statute or regulation.
(c) The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any other federal, state, or local laws or regulations relating to employee benefit plans, pension plans, or multiemployer plans.
(d) Federal, state, or local environmental laws, rules, and regulations, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and any analogous state environmental statutes.
(e) Federal and state securities laws, including without limitation the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any state blue sky laws.
(f) Federal and state antitrust laws, including without limitation the Sherman Antitrust Act, the Clayton Act, and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
(g) Regulations of the Federal Communications Commission or any state public utility commission.
(h) The International Traffic in Arms Regulations ("ITAR") (22 C.F.R. Parts 120–130) or the Export Administration Regulations ("EAR") (15 C.F.R. Parts 730–774), or any other export control laws, rules, or regulations.
(i) The National Industrial Security Program Operating Manual ("NISPOM") (32 C.F.R. Part 117), the regulations of the Committee on Foreign Investment in the United States ("CFIUS") (31 C.F.R. Part 800 et seq.), or any other foreign ownership, control, or influence ("FOCI") requirements or regulations applicable to the Loan Parties or their respective businesses.
(j) Federal or state insurance regulatory laws, rules, and regulations.
5.4 Date Limitation
The opinions expressed in this opinion letter are rendered as of the date hereof only, and we assume no obligation to update, revise, or supplement this opinion letter to reflect any changes in law or fact, or any developments of which we may hereafter become aware, occurring or coming to our attention after the date hereof, regardless of whether such changes or developments might affect the opinions expressed herein.
5.5 Reliance Limitation
This opinion letter is delivered solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents and may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance. No copies of this opinion letter may be furnished to any person or entity other than the addressees hereof (and their respective counsel) without our prior written consent, except that copies may be furnished to (i) bank examiners and other regulatory authorities having supervisory authority over any addressee, (ii) independent auditors of any addressee, and (iii) any court or governmental authority pursuant to subpoena or other legal process, in each case on the condition that such recipient is informed of the limitations and qualifications set forth herein.
Notwithstanding the foregoing, any Lender that becomes a party to the Credit Agreement by assignment or other transfer in accordance with Section 10.04 of the Credit Agreement (each, an "Assignee Lender") may rely on this opinion letter as if such Assignee Lender were an original addressee hereof, subject to the same assumptions, qualifications, exceptions, and limitations set forth herein, and as of the date hereof (and not as of any subsequent date).
VI. GOVERNING LAW OF THIS OPINION
This opinion letter, and any matters arising out of or in connection herewith (including any claims based on contract, tort, or statute), shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws that would require the application of the laws of another jurisdiction.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Philip Hartmann Partner, Banking & Finance Practice 780 Third Avenue New York, New York 10017 Telephone: (212) 506-7244
Email: phartmann@calderwoodharkness.com
cc (by email and overnight courier):
Gregory Alston, Esq. General Counsel & Secretary Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, Virginia 20170
Sandra Petrova Chief Financial Officer Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, Virginia 20170
Raymond Okafor, Esq. Caldwell Pryor & Shea LLP 300 Madison Avenue, 22nd Floor New York, New York 10017
Victoria Engstrom Prescott National Bank, N.A. 245 Park Avenue, 12th Floor New York, New York 10167

CONFIDENTIAL

I. DEFINED TERMS AND DOCUMENTS EXAMINED

II. ASSUMPTIONS

III. OPINIONS

IV. RELIANCE ON OTHER OPINIONS

V. QUALIFICATIONS, EXCEPTIONS, AND LIMITATIONS

VI. GOVERNING LAW OF THIS OPINION

CALDERWOOD & HARKNESS LLP

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