1019-00002 · Client 1019 · Closing/Opinions

local-counsel-opinion-alabama.docx DOCUMENT Finance & Banking

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OVERSTREET & HAWKINS LLP Attorneys at Law

2100 First Avenue North, Suite 1400 Birmingham, Alabama 35203

Telephone: (205) 714-8200 Facsimile: (205) 714-8201

Licensed to Practice in the State of Alabama

January 30, 2026

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

Each of the Lenders party to the Credit Agreement referred to below

Calderwood & Harkness LLP 780 Third Avenue New York, New York 10017

Attention: Philip Hartmann / Lisa Morrow

Re: Supplemental Alabama Law Opinion — $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026, among Whitmore Aerospace LLC, as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender (CUSIP 96438LAA3)

Ladies and Gentlemen:

1. Introduction and Engagement

We have acted as special Alabama counsel to Calderwood & Harkness LLP ("Calderwood & Harkness"), counsel to Whitmore Aerospace LLC, a Delaware limited liability company ("WAL" or the "Borrower"), in connection with the Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (the "Credit Agreement"), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto from time to time, and Prescott National Bank, N.A., a national banking association, as Administrative Agent, Collateral Agent, and Swingline Lender (in such capacities, the "Administrative Agent," the "Collateral Agent," and the "Swingline Lender," respectively). This supplemental opinion letter is delivered at the request of Calderwood & Harkness in its capacity as borrower's counsel and is rendered pursuant to the conditions precedent set forth in Section 4.01(a)(vi) of the Credit Agreement, which requires delivery of legal opinions from local counsel in each jurisdiction in which a Mortgaged Property is located.

This opinion is being delivered in connection with Calderwood & Harkness's Matter No. 1019-00002. We have been retained solely for the purpose of rendering this supplemental opinion addressing certain matters of Alabama law arising in connection with the Credit Agreement and the related Loan Documents described herein, and we have not participated in the negotiation or drafting of the Credit Agreement or the other Loan Documents.

Overstreet & Hawkins LLP is a law firm licensed to practice law in the State of Alabama and maintains its principal office in Birmingham, Alabama. This opinion is limited solely to the laws of the State of Alabama as currently in effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction, including without limitation the laws of the State of New York, the State of Delaware, or federal law, except to the limited extent expressly set forth herein.

2. Defined Terms and Documents Reviewed

2.1 Defined Terms

As used in this opinion letter, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

"Credit Agreement" means the Senior Secured Revolving Credit Agreement dated as of January 30, 2026, among Whitmore Aerospace LLC, as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto from time to time, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender, as executed and delivered on the date hereof.

"Borrower" means Whitmore Aerospace LLC, a Delaware limited liability company (Delaware Secretary of State Filing No. 5738291), with its principal executive offices located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170.

"WPS" or the "Company" means Whitmore Propulsion Systems, Inc., a Delaware corporation (Delaware Secretary of State Filing No. 6104873), a wholly owned subsidiary of WAL, with its principal manufacturing facility located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, where WPS conducts manufacturing operations relating to turbine and propulsion components.

"Administrative Agent" and "Collateral Agent" mean Prescott National Bank, N.A., a national banking association organized and existing under the laws of the United States of America, acting in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement and the other Loan Documents.

"Mortgage" means the Mortgage, Assignment of Leases and Rents, and Security Agreement dated as of January 30, 2026, granted by WPS in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, encumbering the Mortgaged Property (as defined below), in the form delivered to us on the date hereof and intended to be recorded in the Office of the Judge of Probate of Madison County, Alabama.

"Mortgaged Property" means the real property located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, Madison County, Alabama, together with all improvements, fixtures, appurtenances, easements, and rights pertaining thereto, as more particularly described in the legal description attached as Exhibit A to the Mortgage. The Mortgaged Property has an appraised value of approximately $28,000,000, as set forth in the appraisal report delivered in connection with the Credit Agreement.

"Guarantee Agreement" means the Guarantee Agreement dated as of January 30, 2026, executed by the Subsidiary Guarantors (including WPS) 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 guaranteed the payment and performance of the Obligations (as defined in the Credit Agreement).

"Security Agreement" means the Pledge and Security Agreement dated as of January 30, 2026, executed by WAL and the Subsidiary Guarantors (including WPS) in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which each grantor has granted a security interest in certain personal property collateral as described therein.

"Loan Documents" means, collectively, the Credit Agreement, the Guarantee Agreement, the Security Agreement, the Mortgage, and each of the other documents, instruments, and agreements executed and delivered in connection therewith on or about the date hereof.

"Opinion Documents" means the Mortgage, the Guarantee Agreement, and the Security Agreement, in each case solely insofar as they relate to WPS and to matters of Alabama law addressed by this opinion.

"Secured Parties" has the meaning assigned to such term in the Credit Agreement and includes the Administrative Agent, the Collateral Agent, the Swingline Lender, and each of the Lenders party to the Credit Agreement from time to time.

"Existing Facility" means the existing revolving credit facility under which the existing mortgage encumbering the Mortgaged Property was granted, as more fully described in Section 2.2 below.

2.2 Documents Reviewed

In connection with the preparation of this opinion, we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. An executed copy of the Credit Agreement dated as of January 30, 2026, among Whitmore Aerospace LLC, as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender;

2. An executed copy of the Guarantee Agreement dated as of January 30, 2026, executed by the Subsidiary Guarantors (including WPS) in favor of Prescott National Bank, N.A., as Administrative Agent;

3. An executed copy of the Pledge and Security Agreement dated as of January 30, 2026, executed by WAL and the Subsidiary Guarantors (including WPS) in favor of Prescott National Bank, N.A., as Collateral Agent;

4. An executed copy of the Mortgage, Assignment of Leases and Rents, and Security Agreement dated as of January 30, 2026, granted by WPS in favor of Prescott National Bank, N.A., as Collateral Agent, encumbering the real property located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, Madison County, Alabama, in recordable form for the Office of the Judge of Probate of Madison County, Alabama;

5. A certified copy of the Certificate of Incorporation and bylaws (as currently in effect) of Whitmore Propulsion Systems, Inc. (Delaware Secretary of State Filing No. 6104873), including all amendments thereto;

6. Certified copies of the resolutions of the Board of Directors of WPS, adopted on January 22, 2026, authorizing the execution, delivery, and performance by WPS of each of the Loan Documents to which WPS is a party, together with related certificates of the Secretary of WPS attesting to the adoption and continued effectiveness of such resolutions;

7. An Officer's Certificate of WPS dated January 30, 2026, executed by the Chief Financial Officer and the Secretary of WPS, including incumbency certifications with respect to each officer of WPS authorized to execute the Loan Documents on behalf of WPS;

8. A Certificate of Good Standing for WPS issued by the Delaware Secretary of State, dated January 27, 2026;

9. A Certificate of Qualification (Certificate of Authority) for WPS to transact business in the State of Alabama as a foreign corporation, issued by the Alabama Secretary of State, confirming that WPS is duly qualified and authorized to transact business in the State of Alabama, together with a Certificate of Good Standing for WPS issued by the Alabama Secretary of State dated January 24, 2026;

10. The title commitment for the Mortgaged Property issued by Keystone National Title Services, LLC, under commitment number KNT-2026-00418, with an effective date of January 15, 2026 (the "Title Commitment"), naming Prescott National Bank, N.A., as Collateral Agent, as the proposed insured, prepared under the supervision of title officer Maria Soto;

11. A copy of the existing mortgage encumbering the Mortgaged Property, recorded in the Office of the Judge of Probate of Madison County, Alabama, in Instrument Book 2021, Page 4417, recorded on March 19, 2021, in favor of the lender under the Existing Facility (the "Existing Mortgage"), which Existing Mortgage is to be discharged and released upon payoff of the Existing Facility in connection with the closing of the transactions contemplated by the Credit Agreement;

12. A copy of the UCC-1 financing statement to be filed against WPS, as debtor, with the Delaware Secretary of State, which filing is being made in Delaware because WPS is a Delaware corporation and, under applicable provisions of the Uniform Commercial Code, the filing jurisdiction for personal property security interests in a registered organization is the jurisdiction of organization. We note that this opinion addresses only Alabama real-property-related matters and Alabama UCC fixture filings, and does not address the sufficiency or effectiveness of UCC filings in Delaware; and

13. Such other certificates, documents, records, and instruments as we have deemed necessary or appropriate for the purpose of rendering the opinions expressed herein, including the results of searches of the public records of Madison County, Alabama, and searches of the Alabama Secretary of State's office, in each case as of recent dates prior to the date hereof.

We have also made such inquiries of officers and representatives of WPS as we have considered relevant to the opinions expressed herein.

3. Assumptions

In rendering the opinions set forth in this letter, we have, with your consent and the consent of Calderwood & Harkness, assumed the following without independent investigation or verification:

(a) All signatures on documents reviewed by us are genuine, and all natural persons who have executed documents in connection with the transactions contemplated by the Loan Documents had, at the time of execution, full legal capacity to do so.

(b) All documents submitted to us as originals are authentic, and all documents submitted to us as copies (including electronic copies) conform in all material respects to the originals thereof.

(c) The Credit Agreement and each of the other Loan Documents that are governed by New York law are valid, binding, and enforceable obligations of each party thereto in accordance with their respective terms under the laws of the State of New York, as opined upon by Calderwood & Harkness LLP in its principal opinion letter of even date herewith (the "Principal Opinion"). This opinion does not address any matter of New York law or Delaware law, and we have relied upon the Principal Opinion and other opinions delivered in connection with the Credit Agreement with respect to such matters.

(d) Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender, is duly organized, validly existing, and in good standing under the laws of the United States of America, and has all requisite power and authority to enter into, execute, deliver, and perform its obligations under, and to exercise its rights under, the Credit Agreement and the other Loan Documents. Each Lender party to the Credit Agreement is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into and perform its obligations under the Credit Agreement.

(e) WPS is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, as covered by the Principal Opinion and as evidenced by the Certificate of Good Standing issued by the Delaware Secretary of State dated January 27, 2026. We have not independently verified the corporate existence or good standing of WPS under Delaware law.

(f) The factual representations, warranties, and statements set forth in the Officer's Certificate for WPS dated January 30, 2026, and in each of the Loan Documents, are true, correct, and complete as of the date hereof, and we have relied upon such representations, warranties, and statements without independent investigation.

(g) All conditions precedent to funding under the Credit Agreement, including those set forth in Sections 4.01 and 4.02 thereof, have been or will be satisfied or waived in accordance with the terms of the Credit Agreement as of the date of initial funding.

(h) The Existing Mortgage recorded in the Office of the Judge of Probate of Madison County, Alabama, in Instrument Book 2021, Page 4417, recorded on March 19, 2021, will be discharged and released of record in due course upon payoff of the Existing Facility. We understand that the estimated payoff amount of the Existing Facility is approximately $169,312,500 and that funds sufficient to satisfy such payoff in full will be disbursed from the initial borrowing under the Credit Agreement on or about the date hereof, with the release and discharge of the Existing Mortgage to be recorded promptly following receipt of such payoff funds by the holder of the Existing Mortgage.

(i) Value has been given by the Lenders and the other Secured Parties in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, and the Administrative Agent, the Collateral Agent, and each of the Lenders have acted in good faith in connection therewith.

(j) No party to the Loan Documents has entered into any amendment, waiver, supplement, or modification of any of the Loan Documents that has not been provided to us, and no party has taken any action that would impair the validity, binding effect, or enforceability of any of the Loan Documents or the opinions expressed herein.

4. Opinions

Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section 5 below, we are of the opinion that:

4.1 Qualification to Do Business in Alabama

WPS is duly qualified as a foreign corporation and is authorized to transact business in the State of Alabama. Based on the Certificate of Authority issued by the Alabama Secretary of State and the Certificate of Good Standing issued by the Alabama Secretary of State dated January 24, 2026, WPS is in good standing with the Alabama Secretary of State and has not been revoked, suspended, or otherwise terminated in its authority to transact business in Alabama. WPS's qualification as a foreign corporation authorized to transact business in the State of Alabama permits WPS to own, lease, and operate real and personal property, to conduct its manufacturing operations relating to turbine and propulsion components, and to carry on its business as presently conducted at its principal manufacturing facility located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, in compliance with the requirements of Sections 10A-1-7.01 through 10A-1-7.06 of the Code of Alabama 1975 (as amended by the Alabama Business and Nonprofit Entities Code) and Section 10A-2-15.01 et seq. of the Code of Alabama 1975, as applicable.

4.2 Due Authorization and Execution by WPS

WPS has duly authorized, executed, and delivered each of the Opinion Documents (namely, the Mortgage, the Guarantee Agreement, and the Security Agreement) to which it is a party. The resolutions of the Board of Directors of WPS adopted on January 22, 2026, a certified copy of which has been provided to us, are sufficient under WPS's Certificate of Incorporation and bylaws (each as currently in effect) and, as we have assumed, under the Delaware General Corporation Law, to authorize the execution, delivery, and performance by WPS of the Opinion Documents and each of the other Loan Documents to which WPS is a party, and the consummation of the transactions contemplated thereby. Such resolutions were duly adopted at a meeting of the Board of Directors of WPS at which a quorum was present and acting, or by unanimous written consent in lieu of a meeting, in accordance with WPS's Certificate of Incorporation, bylaws, and applicable law. Such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof. The officers of WPS who executed the Opinion Documents and the other Loan Documents on behalf of WPS, as identified in the Officer's Certificate dated January 30, 2026, were duly authorized to execute such documents on behalf of WPS.

4.3 Enforceability of the Mortgage under Alabama Law

The Mortgage constitutes a legal, valid, and binding obligation of WPS, enforceable against WPS in accordance with its terms, subject to the effect of (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, and other similar laws relating to or affecting the enforcement of creditors' rights generally as now or hereafter in effect, (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (whether considered in a proceeding in equity or at law), and (iii) the other qualifications and limitations set forth in Section 5 of this opinion.

The Mortgage is in proper form for recording in the Office of the Judge of Probate of Madison County, Alabama, and satisfies the requirements of Section 35-4-20 et seq. of the Code of Alabama 1975 with respect to form, execution, and acknowledgment. The Mortgage has been duly acknowledged before a notary public in a manner sufficient for recording under Alabama law, and the legal description of the Mortgaged Property contained in the Mortgage is in sufficient form for recording purposes.

Upon recording of the Mortgage in the Office of the Judge of Probate of Madison County, Alabama, the Mortgage will create a valid mortgage lien on the Mortgaged Property located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808 (including all improvements, appurtenances, and fixtures described therein) in favor of the Collateral Agent for the benefit of the Secured Parties, securing the Obligations (as defined in the Credit Agreement).

The assignment of leases and rents contained in the Mortgage is enforceable under Alabama law as an assignment of rents within the meaning of Section 35-4-1 et seq. and Section 35-10-1 et seq. of the Code of Alabama 1975, subject to the customary qualifications set forth herein. Under Alabama law, an assignment of rents contained in a mortgage instrument is generally enforceable against the mortgagor and constitutes a present, perfected assignment that is effective upon recording, although the mortgagee's right to collect assigned rents may be subject to the rights of the mortgagor to collect such rents until the mortgagee takes affirmative action to enforce the assignment following a default.

With respect to the Alabama mortgage recording tax imposed by Section 40-22-2 of the Code of Alabama 1975, the recording of the Mortgage in Madison County, Alabama will be subject to a recording tax calculated on the amount of the indebtedness secured by the Mortgage. We have been advised that the applicable mortgage recording tax will be paid at the time of recording. We note that under Section 40-22-2 of the Code of Alabama 1975, a mortgage recording tax is imposed at a rate of $0.15 per $100 (or fraction thereof) of the indebtedness or the value of the property secured, whichever is less. The parties should confirm the applicable tax amount with the Judge of Probate's office for Madison County prior to recording. No additional transfer tax or documentary stamp tax is imposed by the State of Alabama in connection with the recording of the Mortgage.

4.4 Priority of Mortgage Lien

Upon recording of the Mortgage in the Office of the Judge of Probate of Madison County, Alabama, and assuming the discharge and release of the Existing Mortgage (recorded in Instrument Book 2021, Page 4417, Madison County, Alabama, on March 19, 2021) upon payoff of the Existing Facility in accordance with the assumptions set forth in Section 3(h) above, the lien of the Mortgage will constitute a first-priority mortgage lien on the Mortgaged Property, subject only to:

(i) liens for real property taxes, ad valorem taxes, and assessments levied by Madison County, Alabama, the City of Huntsville, Alabama, or any other applicable taxing authority that are not yet due and payable as of the date hereof;

(ii) such matters as are disclosed in Schedule B of the Title Commitment issued by Keystone National Title Services, LLC (commitment number KNT-2026-00418), which we have reviewed but upon which we express no opinion as to the accuracy or completeness thereof;

(iii) standard permitted encumbrances of the type customarily excepted from mortgage lien opinions, including easements, restrictions, and covenants of record affecting the Mortgaged Property, utility easements, and rights of way;

(iv) liens, claims, and encumbrances that would have priority over the lien of the Mortgage under applicable Alabama law without regard to the order of recording, including without limitation statutory liens for unpaid taxes, mechanics' and materialmen's liens under Section 35-11-210 et seq. of the Code of Alabama 1975 that may relate back to the commencement of improvements, and other liens granted priority by operation of Alabama statutory or common law; and

(v) any matters that would be disclosed by an accurate survey and inspection of the Mortgaged Property that are not reflected in the public records.

We call your attention to the fact that under Alabama law, mechanics' and materialmen's liens under Section 35-11-210 et seq. of the Code of Alabama 1975 may, in certain circumstances, relate back to the date of commencement of the improvement or the furnishing of labor or materials, and such liens may have priority over a subsequently recorded mortgage to the extent provided by applicable Alabama statutory and case law. We express no opinion as to whether any such liens exist with respect to the Mortgaged Property.

4.5 Enforceability of the Guarantee Agreement (Alabama Law Aspects)

The Guarantee Agreement is, by its terms, governed by and construed in accordance with the laws of the State of New York. Accordingly, this opinion does not address the enforceability of the Guarantee Agreement under New York law, which is the subject of the Principal Opinion delivered by Calderwood & Harkness LLP of even date herewith. To the extent, however, that Alabama law is relevant to the capacity and authority of WPS, as a foreign corporation qualified to do business in Alabama, to guarantee the obligations of WAL under the Credit Agreement, we are of the opinion that WPS has the corporate power and authority under its Certificate of Incorporation, bylaws, and applicable Alabama law (including without limitation the Alabama Business and Nonprofit Entities Code) to execute, deliver, and perform its obligations under the Guarantee Agreement. We note that under Alabama law, a corporation may guarantee the obligations of another entity where such guarantee is authorized by the corporation's board of directors and is in furtherance of the corporate purposes set forth in its certificate of incorporation, and we have confirmed that the board resolutions of WPS adopted on January 22, 2026 specifically authorize WPS to execute and deliver the Guarantee Agreement.

4.6 Perfection of Security Interests — Alabama UCC

With respect to the perfection of security interests in personal property of WPS, we note the following:

(a) General Personal Property — Filing Jurisdiction. To the extent WPS holds personal property assets, whether located in Alabama or elsewhere, the perfection of a security interest in such personal property by the filing of a UCC financing statement is governed by the Uniform Commercial Code of the jurisdiction in which WPS is organized, not the jurisdiction in which the personal property is located. Under Section 7-9A-301(1) of the Code of Alabama 1975 (corresponding to UCC § 9-301(1)), the local law of the jurisdiction in which the debtor is located governs perfection and the effect of perfection or non-perfection of a security interest in collateral. Because WPS is a "registered organization" organized under the laws of the State of Delaware, WPS is deemed to be "located" in Delaware for purposes of Section 7-9A-307(e) of the Code of Alabama 1975 (corresponding to UCC § 9-307(e)). Accordingly, no UCC-1 financing statement filing in Alabama is required to perfect a security interest in the personal property of WPS. The filing of a UCC-1 financing statement against WPS in the Delaware Secretary of State's office, which we understand is being addressed by Calderwood & Harkness LLP in the Principal Opinion, is the proper method for perfecting a security interest in WPS's personal property under Article 9 of the UCC.

(b) Fixtures — Alabama UCC Fixture Filing. To the extent the Mortgage covers fixtures located on the Mortgaged Property (i.e., goods that have become so related to the real property that an interest in them arises under Alabama real property law), the Collateral Agent's security interest in such fixtures may be perfected as against competing real property interests by means of a "fixture filing" recorded in the Office of the Judge of Probate of Madison County, Alabama, in accordance with Section 7-9A-334 of the Code of Alabama 1975 (corresponding to UCC § 9-334). We have reviewed the Mortgage and confirm that it contains a description of the collateral that covers fixtures, identifies the Mortgaged Property as the real property to which such fixtures relate, identifies WPS as the record owner of the Mortgaged Property, and satisfies the other requirements of a financing statement under Section 7-9A-502 of the Code of Alabama 1975.

(c) Mortgage as Fixture Filing. Under Section 7-9A-502(c) of the Code of Alabama 1975 (corresponding to UCC § 9-502(c)), a record of a mortgage is effective as a fixture filing and as a financing statement filed as a fixture filing if the mortgage satisfies the requirements of Section 7-9A-502(a) and (b) and if the record indicates the goods covered and the real property to which they relate. We are of the opinion that the Mortgage, upon recording in the Office of the Judge of Probate of Madison County, Alabama, will constitute a sufficient fixture filing under Section 7-9A-502(c) of the Code of Alabama 1975 with respect to fixtures located on the Mortgaged Property and described in the Mortgage, thereby perfecting the Collateral Agent's security interest in such fixtures as against competing real property interests to the extent provided by Section 7-9A-334 of the Code of Alabama 1975.

4.7 No Conflicts under Alabama Law

The execution, delivery, and performance by WPS of the Opinion Documents do not and will not (a) violate any provision of any Alabama statute, regulation, rule, or order known to us and applicable to WPS or the Mortgaged Property, (b) result in a breach of, or constitute a default under, any order, judgment, or decree of any Alabama state or local court or governmental authority known to us and binding upon WPS or the Mortgaged Property, or (c) require the obtaining of any consent, approval, authorization, order, registration, qualification, or filing with any Alabama state or local governmental authority in connection with the execution, delivery, or performance of the Opinion Documents by WPS, other than (i) the recording of the Mortgage in the Office of the Judge of Probate of Madison County, Alabama, and the payment of applicable recording fees and mortgage recording taxes in connection therewith, and (ii) such post-closing filings or recordings as may be required in the ordinary course (including any UCC continuation statements or amendments, if applicable).

4.8 No Litigation (Limited)

Based solely upon our inquiry of officers and representatives of WPS and our review of the Officer's Certificate for WPS dated January 30, 2026, and without independent investigation or review of court records beyond the scope of such inquiry, to our knowledge as of the date hereof, there is no pending or, to our knowledge, threatened action, suit, proceeding, or investigation before any Alabama state or local court, governmental authority, or administrative body that challenges or seeks to enjoin, restrain, or invalidate the execution, delivery, or performance of the Opinion Documents or any of the transactions contemplated thereby. This opinion is based solely on the inquiries described in this paragraph and is not based on a comprehensive search of litigation records in the State of Alabama or any county thereof, and we disclaim any responsibility or liability for matters that would be disclosed only by such a search.

5. Qualifications and Limitations

The opinions expressed in this letter are subject to the following qualifications, exceptions, and limitations:

Governing Law Limitation. This opinion is limited solely to the laws of the State of Alabama as in effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction, including without limitation the laws of the State of New York, the State of Delaware, the laws of any other state, or the laws of the United States of America, except to the limited extent that Alabama courts would look to federal law in interpreting or applying Alabama statutes. We are admitted to practice law only in the State of Alabama, and we are not rendering any opinion with respect to matters of New York law (which governs the Credit Agreement, the Guarantee Agreement, and the Security Agreement) or Delaware law (which governs the corporate existence and internal affairs of WPS). Such matters are addressed by Calderwood & Harkness LLP in the Principal Opinion.

Bankruptcy and Insolvency Qualification. The opinions expressed herein are subject to the effect of (i) bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, 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 (11 U.S.C. §§ 101 et seq.) and (ii) applicable state laws relating to fraudulent transfers, fraudulent conveyances, and preferential transfers, including without limitation the Alabama Uniform Fraudulent Transfer Act (Section 8-9A-1 et seq. of the Code of Alabama 1975) and any successor legislation thereto.

Equitable Principles Qualification. The opinions expressed herein with respect to enforceability are subject to the effect of general principles of equity, including without limitation principles of commercial reasonableness, good faith, fair dealing, and the possible unavailability of specific performance or other equitable remedies (whether considered in a proceeding in equity or at law). Certain remedies described in the Loan Documents may be limited or rendered unenforceable by applicable Alabama law, but the inclusion of such provisions does not, in our opinion, render the Loan Documents invalid as a whole, and there exist, in our opinion, adequate remedies for the practical realization of the benefits intended to be provided by the Loan Documents.

No Tax Opinion. Except for the limited discussion of Alabama mortgage recording taxes set forth in Section 4.3 above, we express no opinion regarding the tax consequences, whether federal, state, or local, of the transactions contemplated by the Loan Documents, and we express no opinion regarding the applicability or effect of any Alabama tax law, including without limitation Alabama income tax, sales tax, use tax, property tax, franchise tax, or any other tax imposed by the State of Alabama or any political subdivision thereof, on the transactions contemplated by the Loan Documents or on any party thereto.

Title Matters. We have not examined title to the Mortgaged Property, and we express no opinion as to the state of title to the Mortgaged Property. In rendering the opinions set forth in Section 4.4, we have relied solely upon the Title Commitment issued by Keystone National Title Services, LLC, and we assume without independent investigation or verification that the Title Commitment is accurate and complete in all respects. We recommend that the addressees of this opinion obtain a lender's title insurance policy from a reputable title insurance underwriter insuring the lien of the Mortgage as a first-priority mortgage lien on the Mortgaged Property.

Environmental Matters. We express no opinion regarding any federal, state, or local environmental laws, rules, or regulations, or the environmental condition of the Mortgaged Property. We note that Creston Environmental Sciences, Inc. has been retained to conduct a Phase I environmental site assessment of the Mortgaged Property, and we express no opinion regarding the scope, adequacy, or results of such assessment. Environmental laws and regulations may impose liens, obligations, or restrictions on the Mortgaged Property that are beyond the scope of this opinion.

CFIUS / Security Clearance Matters. We express no opinion regarding foreign ownership, control, or influence ("FOCI") regulations administered by the Defense Counterintelligence and Security Agency or any other federal agency, national security matters, national industrial security program requirements, or facility security clearances applicable to WAL, WPS, or any other subsidiary of WAL. Such matters are beyond the scope of this opinion and the laws of the State of Alabama.

No Survey Opinion. We have not reviewed any survey of the Mortgaged Property and express no opinion regarding survey matters, including without limitation matters related to boundaries, encroachments, setbacks, or compliance with applicable zoning ordinances or building codes. We recommend that the addressees obtain a current ALTA/NSPS Land Title Survey of the Mortgaged Property prepared by a licensed surveyor.

Usury. We note that Alabama law imposes certain usury limitations on interest rates charged in connection with loans and extensions of credit. The Credit Agreement, however, is governed by the laws of the State of New York, and we express no opinion on usury matters under New York law, which is addressed by the Principal Opinion. To the extent, however, that Alabama usury law could be argued to apply to the transactions contemplated by the Credit Agreement and the other Loan Documents, we note that the interest rate payable under the Credit Agreement (which we understand to be Adjusted Term SOFR plus 350 basis points per annum) does not exceed the maximum rate of interest permissible for a commercial loan of this nature under Alabama law, including without limitation Section 8-8-1 et seq. of the Code of Alabama 1975. We note that Section 8-8-5 of the Code of Alabama 1975 provides that for loans in excess of $2,000, the parties may agree in writing to any rate of interest, and accordingly the usury limitations that might otherwise apply to smaller loan transactions are not applicable to the Credit Agreement.

Reliance on Certificates. In rendering the opinions set forth in this letter, we have relied upon the Officer's Certificate for WPS dated January 30, 2026, the representations and warranties set forth in the Loan Documents, and the other certificates and documents identified in Section 2.2 above, in each case without independent investigation or verification. We have assumed, without independent investigation, that such certificates and representations are true, correct, and complete as of the date hereof, and we disclaim any responsibility for the accuracy or completeness of any factual matter stated in such certificates or the Loan Documents.

6. Reliance and Distribution

This opinion is rendered solely for the benefit of the addressees hereof — namely, Prescott National Bank, N.A., as Administrative Agent and Collateral Agent, each of the Lenders party to the Credit Agreement on the date hereof, and Calderwood & Harkness LLP — and solely in connection with the transactions described herein. This opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance.

Notwithstanding the foregoing, Calderwood & Harkness LLP may rely on this opinion in connection with, and as a basis for, the rendering of its Principal Opinion of even date herewith delivered in connection with the Credit Agreement. In addition, this opinion may be delivered to any assignee of a Lender's interest under the Credit Agreement in accordance with the terms thereof, and any such assignee may rely on this opinion as if it were an original addressee hereof, provided that such reliance is limited to the matters and subject to the qualifications and limitations set forth herein.

This opinion speaks only as of the date hereof. We assume no obligation to update, revise, or supplement this opinion to reflect any changes in law, facts, or circumstances that may occur or come to our attention after the date hereof, including without limitation changes in Alabama statutory or case law, changes in the status or qualification of WPS in Alabama, or any event or circumstance that would affect the opinions expressed herein.

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Very truly yours,