1019-00002 · Client 1019 · Closing/Opinions

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

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BARTLEY PREDDING LLP Attorneys at Law

One West Douglas, Suite 1400 Wichita, Kansas 67202 Telephone: (316) 555-8200 Facsimile: (316) 555-8201

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 referenced below:

Prescott National Bank, N.A. Harborview Trust Company Meridian Commercial Lending Corp. Atlas Fidelity Bank Commonwealth Capital Markets, Inc.

Ladies and Gentlemen:

We have acted as special Kansas counsel to Whitmore Precision Machining LLC ("WPM"), a limited liability company organized and existing under the laws of the State of Delaware and qualified to transact business as a foreign limited liability company in the State of Kansas, in connection with the $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") among Whitmore Aerospace LLC ("WAL"), a limited liability company organized and existing under the laws of the State of Delaware, as Borrower, the Subsidiary Guarantors party thereto (including WPM), the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender.

We have been retained at the request of Calderwood & Harkness LLP, counsel to the Borrower and the Subsidiary Guarantors, in connection with the matters addressed herein (Calderwood & Harkness Matter No. 1019-00002). This opinion letter is being delivered to you pursuant to Section 4.01(e)(iv) of the Credit Agreement as a condition precedent to the initial extension of credit thereunder. All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Credit Agreement.

1. Documents Examined

In connection with the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Credit Agreement dated as of January 30, 2026 (CUSIP 96438LAA3), among WAL, 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. The Guarantee Agreement dated as of January 30, 2026 (the "Guarantee Agreement"), executed by WPM and the other Subsidiary Guarantors party thereto in favor of Prescott National Bank, N.A., in its capacity as Administrative Agent for the benefit of the Secured Parties.

3. The Pledge and Security Agreement dated as of January 30, 2026 (the "Pledge and Security Agreement"), executed by WAL and each Subsidiary Guarantor (including WPM) in favor of Prescott National Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties.

4. The Mortgage and Security Agreement dated as of January 30, 2026 (the "Kansas Mortgage"), executed by Whitmore Precision Machining LLC, as Mortgagor, in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, encumbering the real property and improvements located at 4550 North Webb Road, Wichita, Kansas 67226 (the "Mortgaged Property"), to be recorded in the office of the Register of Deeds of Sedgwick County, Kansas (appraised value: $18,000,000).

5. The Equity Pledge Agreement dated as of January 30, 2026, covering, among other equity interests, 100% of the membership interests in WPM.

6. The UCC-1 Financing Statement naming WPM as debtor and Prescott National Bank, N.A., as Collateral Agent, as secured party, to be filed with the Delaware Secretary of State (WPM being organized in the State of Delaware; Delaware Secretary of State Filing No. 6587204).

7. The Certificate of Formation of WPM as filed with the Delaware Secretary of State (Filing No. 6587204), together with all amendments thereto.

8. The Certificate of Good Standing of WPM issued by the Delaware Secretary of State, dated on or about January 2026.

9. The Certificate of Authority / Foreign Registration of WPM issued by the Kansas Secretary of State, confirming WPM's qualification to transact business as a foreign limited liability company in the State of Kansas.

10. The Operating Agreement (also referred to as the "LLC Agreement") of WPM, as amended and in effect on the date hereof.

11. The Member Resolutions of WPM, duly approved on January 22, 2026, authorizing the execution, delivery, and performance by WPM of the Loan Documents to which WPM is a party and the consummation of the transactions contemplated thereby.

12. The Officer's / Secretary's Certificate of WPM dated January 30, 2026, attaching thereto copies of the organizational documents, the member resolutions referenced above, and incumbency certificates for the authorized officers and representatives of WPM.

13. Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for the purposes of rendering the opinions set forth herein, including records of proceedings made available to us and searches of relevant public records.

As used herein, the term "Kansas Loan Documents" refers collectively to the Guarantee Agreement, the Pledge and Security Agreement, the Kansas Mortgage, and the UCC-1 Financing Statement described in items 2, 3, 4, and 6 above, and any other Loan Document to which WPM is a party and which creates, evidences, or perfects rights or obligations of WPM in connection with the Credit Agreement.

2. Assumptions

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

(a) The genuineness of all signatures on all documents examined by us, other than the signatures of duly authorized representatives of WPM.

(b) The authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, photostatic, reproduced, conformed, or electronic copies.

(d) That each party (other than WPM) to the Credit Agreement and the Loan Documents has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has the requisite power, authority, and legal right to execute, deliver, and perform its obligations under the Credit Agreement and the Loan Documents to which it is a party.

(e) That the Credit Agreement and each Loan Document constitutes the legal, valid, and binding obligation of each party thereto (other than WPM), enforceable against each such party in accordance with its terms under the laws governing such Credit Agreement or Loan Document (other than the laws of the State of Kansas).

(f) That the Credit Agreement is governed by, and is enforceable under, the laws of the State of New York. We express no opinion on the laws of the State of New York, and nothing in this opinion letter should be construed as an expression of any view with respect thereto.

(g) That value has been given by the Secured Parties in connection with the transactions contemplated by the Credit Agreement and the Loan Documents.

(h) That the descriptions of the Mortgaged Property set forth in the Kansas Mortgage (including the legal description contained in Exhibit A thereto) are legally sufficient and accurate in all material respects to describe the real property located at 4550 North Webb Road, Wichita, Kansas 67226, and all interests of WPM therein. We have not independently verified the accuracy or sufficiency of such legal description and have relied upon the certification of WPM and the title commitment issued by Keystone National Title Services, LLC in this regard.

(i) That the Kansas Mortgage will be duly and timely recorded in the office of the Register of Deeds of Sedgwick County, Kansas, and that all applicable recording fees, documentary stamp taxes, and mortgage registration taxes or charges (if any) will be paid in full in connection therewith at the time of such recording.

(j) The accuracy, completeness, and truthfulness of all certificates, statements, representations, and warranties made by officers, members, managers, and other authorized representatives of WPM, including without limitation the Officer's / Secretary's Certificate dated January 30, 2026, and the representations and warranties set forth in the Credit Agreement and the Loan Documents.

(k) That no party to any of the Loan Documents will in the future take any action that is contrary to, or inconsistent with, the terms of the Loan Documents or that would render any of the opinions expressed herein inaccurate.

(l) That the execution, delivery, and performance of the Loan Documents by each party thereto (other than WPM) does not violate, conflict with, or constitute a default under any agreement, instrument, order, judgment, or decree binding upon such party, and that no consent, approval, or authorization of, or registration or filing with, any governmental authority or regulatory body is required on the part of any party (other than WPM) in connection therewith, except as has been obtained or made.

3. Opinions

Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 4 below, we are of the opinion that:

3(a). Qualification and Good Standing in Kansas

WPM is a limited liability company duly organized and existing under the laws of the State of Delaware. Based solely upon a certificate of good standing (or its equivalent) issued by the Kansas Secretary of State, a copy of which has been provided to us, WPM is duly qualified and in good standing as a foreign limited liability company authorized to transact business in the State of Kansas. We note that our opinion in this paragraph is based solely on the certificate of good standing issued by the Kansas Secretary of State and on the Certificate of Authority / Foreign Registration on file with the Kansas Secretary of State, and we have made no independent investigation as to whether circumstances exist that would cause such qualification to lapse, be suspended, or be revoked after the date of such certificate.

3(b). Power and Authority

WPM has the limited liability company power and authority under the laws of the State of Kansas to own, lease, and operate its properties, including the Mortgaged Property located at 4550 North Webb Road, Wichita, Kansas 67226, and to conduct its business as presently conducted in the State of Kansas. This opinion is based upon our review of WPM's Certificate of Formation, Operating Agreement, and Certificate of Authority filed with the Kansas Secretary of State, and the representations of WPM's officers as to the nature and scope of WPM's business operations in Kansas.

3(c). Due Authorization, Execution, and Delivery

The execution, delivery, and performance by WPM of each Kansas Loan Document to which it is a party, including the Kansas Mortgage, the Guarantee Agreement, and the Pledge and Security Agreement, have been duly authorized by all necessary limited liability company action on the part of WPM, including the member resolutions duly approved on January 22, 2026. No further action, vote, consent, or approval on the part of the members, managers, officers, or any other person or body corporate of WPM is required in connection with the execution, delivery, and performance by WPM of the Kansas Loan Documents or the consummation of the transactions contemplated thereby.

Each Kansas Loan Document to which WPM is a party has been duly executed and delivered by WPM by the officers or authorized signatories whose names and signatures appear thereon, and such officers or authorized signatories were, at the time of such execution and delivery, duly authorized to act on behalf of WPM.

3(d). Enforceability of the Kansas Mortgage

The Kansas Mortgage constitutes the legal, valid, and binding obligation of WPM, enforceable against WPM in accordance with its terms, subject, however, to the following:

(i) applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, receivership, conservatorship, reorganization, moratorium, and other similar laws relating to or affecting the enforcement of creditors' rights generally, including without limitation the Kansas Uniform Fraudulent Transfer Act (K.S.A. §§ 33-201 et seq.) and any successor statute thereto;

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

(iii) the qualification that the availability of specific performance, injunctive relief, and other equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.

Upon due recordation of the Kansas Mortgage in the office of the Register of Deeds of Sedgwick County, Kansas, and payment of all applicable recording fees and mortgage registration taxes (if any), the Kansas Mortgage will create a valid lien on and security interest in the Mortgaged Property described therein (including any fixtures described therein, to the extent that the Kansas Mortgage satisfies the requirements for a fixture filing under K.S.A. § 84-9-502(b)) in favor of Prescott National Bank, N.A., as Collateral Agent, for the benefit of the Secured Parties, securing the obligations described in the Kansas Mortgage.

3(e). No Conflicts Under Kansas Law

The execution, delivery, and performance by WPM of the Kansas Loan Documents to which it is a party do not and will not:

(i) violate any provision of the organizational documents of WPM as qualified and registered in the State of Kansas, including the Certificate of Authority / Foreign Registration of WPM on file with the Kansas Secretary of State; or

(ii) to our knowledge, after due inquiry but without independent investigation beyond a review of published statutes, rules, and regulations, violate any Kansas statute, rule, or regulation of general applicability to WPM or the Mortgaged Property.

We note that the opinion set forth in this Section 3(e) does not address, and we express no opinion with respect to, federal law of any kind, including without limitation federal laws and regulations relating to defense contracts, classified information, export controls, the Committee on Foreign Investment in the United States ("CFIUS"), or Foreign Ownership, Control, or Influence ("FOCI") regulations. Further, the opinion in clause (ii) above is limited to the laws of the State of Kansas that, in our experience, are normally applicable to transactions of the type contemplated by the Loan Documents, and does not extend to any law, rule, or regulation that is applicable to WPM solely because of the specific nature of WPM's business activities (including, without limitation, regulations specific to government contractors or the aerospace and defense industries) except to the extent that such laws are of general applicability.

3(f). Perfection of Security Interests — Kansas UCC

To the extent that Article 9 of the Kansas Uniform Commercial Code (K.S.A. Chapter 84, Article 9) governs the creation or perfection of security interests in any personal property of WPM located in the State of Kansas, or in fixtures affixed to the Mortgaged Property, we are of the opinion that:

(i) The Pledge and Security Agreement is effective to create a valid security interest under the Kansas Uniform Commercial Code in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, in such personal property and fixtures of WPM as are described in the Pledge and Security Agreement, to the extent that such security interest can be created under Article 9 of the Kansas Uniform Commercial Code by a security agreement in the form of the Pledge and Security Agreement (and to the extent that WPM has rights in such collateral).

(ii) Pursuant to K.S.A. § 84-9-301(1), the law governing the perfection and priority of a security interest in personal property (other than as-extracted collateral, timber to be cut, or goods that are or are to become fixtures) of a debtor organized under the laws of the State of Delaware is the law of the State of Delaware. Accordingly, perfection of security interests in personal property of WPM (other than as-extracted collateral, timber to be cut, or goods that are or are to become fixtures) is achieved by the filing of a UCC-1 Financing Statement with the Delaware Secretary of State, and no Kansas UCC filing is required with respect to such personal property. We express no opinion on the sufficiency or effectiveness of any filing made or to be made with the Delaware Secretary of State, such matters being governed by the laws of the State of Delaware.

(iii) To the extent that the Kansas Mortgage contains a fixture filing that satisfies the requirements of K.S.A. § 84-9-502(b), including the requirements that such filing (A) indicate that it covers goods that are or are to become fixtures, (B) indicate that it is to be filed for record in the real property records, (C) contain a description of the real property to which the fixtures relate that would be sufficient to give constructive notice of a mortgage under the law of the State of Kansas if the description were contained in a record of the mortgage of the real property, and (D) otherwise satisfy the requirements for financing statements set forth in K.S.A. § 84-9-502(a), then the recording of the Kansas Mortgage (containing such fixture filing) in the office of the Register of Deeds of Sedgwick County, Kansas, will be effective to perfect the security interest of the Collateral Agent in fixtures located at or affixed to the Mortgaged Property.

We note that our opinions in this Section 3(f) do not extend to any collateral in which a security interest cannot be perfected by the filing of a financing statement under Article 9 of the Kansas Uniform Commercial Code, including without limitation deposit accounts (which may require "control" under K.S.A. § 84-9-104), letter-of-credit rights (which may require "control" under K.S.A. § 84-9-107), and electronic chattel paper (which may require "control" under K.S.A. § 84-9-105). Furthermore, our opinions in this Section 3(f) are subject to the qualification that a security interest in after-acquired property of WPM will attach only when and to the extent that WPM acquires rights in such property, and are subject to any limitations on the creation or attachment of security interests set forth in Article 9 of the Kansas Uniform Commercial Code, including without limitation K.S.A. § 84-9-204, K.S.A. § 84-9-406 (restrictions on assignment of promissory notes, accounts, chattel paper, and payment intangibles), and K.S.A. § 84-9-408 (limitations on the effectiveness of anti-assignment provisions).

3(g). No Consents Required Under Kansas Law

No consent, approval, authorization, or order of, or filing or registration with, any Kansas governmental authority, regulatory body, or agency is required for the execution, delivery, or performance by WPM of the Kansas Loan Documents to which it is a party, or for the creation and perfection of the liens and security interests contemplated by the Kansas Loan Documents, other than:

(i) the recording of the Kansas Mortgage in the office of the Register of Deeds of Sedgwick County, Kansas;

(ii) such fixture filing as may be included in the Kansas Mortgage for recording in the office of the Register of Deeds of Sedgwick County, Kansas;

(iii) routine corporate or limited liability company filings with the Kansas Secretary of State that have already been made or are to be made in the ordinary course; and

(iv) such consents, approvals, authorizations, filings, or registrations as have already been obtained or made prior to the date hereof.

4. Qualifications and Limitations

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

(a) Scope of Law Covered. The opinions expressed herein are limited solely to the laws of the State of Kansas as currently in effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction, including without limitation (i) the laws of the United States of America (federal law), (ii) the laws of the State of New York, which govern the Credit Agreement, (iii) the laws of the State of Delaware, which is WPM's jurisdiction of organization and the applicable jurisdiction for UCC perfection of personal property security interests in collateral of WPM, or (iv) the laws of any other state or foreign jurisdiction. The opinions expressed herein are based solely upon the laws of the State of Kansas that are currently in effect, and we assume no obligation to revise or supplement this opinion letter should such laws be changed by legislative action, judicial decision, or otherwise after the date hereof.

(b) Bankruptcy and Insolvency. The opinions expressed herein are subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, receivership, conservatorship, reorganization, arrangement, moratorium, and other similar laws relating to or affecting the enforcement of creditors' rights generally, including without limitation the Kansas Uniform Fraudulent Transfer Act (K.S.A. §§ 33-201 et seq.), and any other similar Kansas laws that may affect the rights of creditors generally.

(c) Equitable Principles. The opinions expressed herein are subject to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing and the possible unavailability of specific performance, injunctive relief, or other equitable remedies), regardless of whether enforceability is considered in a proceeding in equity or at law.

(d) Lien Priority. We express no opinion as to the priority of the lien or security interest created by the Kansas Mortgage or the Pledge and Security Agreement. The priority of the lien created by the Kansas Mortgage will depend, among other things, on the order and time of recording in the office of the Register of Deeds of Sedgwick County, Kansas, the applicable Kansas recording statutes (including K.S.A. § 58-2221 et seq.), and the absence of prior liens, encumbrances, title defects, and other interests affecting the Mortgaged Property. We understand that the addressees are relying upon the title insurance commitment and policy to be issued by Keystone National Title Services, LLC for assurances as to the priority of the lien of the Kansas Mortgage and the state of title to the Mortgaged Property, and we express no opinion with respect to such matters.

(e) Real Property Matters. We express no opinion regarding (i) the accuracy, completeness, or legal sufficiency of the legal description of the Mortgaged Property set forth in the Kansas Mortgage or any exhibit thereto, (ii) the physical condition, environmental status, or value of the Mortgaged Property, (iii) compliance of the Mortgaged Property or any operations conducted thereon with applicable zoning, land use, building code, subdivision, or environmental laws, ordinances, rules, or regulations, or (iv) whether any permits, licenses, or approvals have been obtained or are required in connection with the use, occupancy, or operation of the Mortgaged Property.

(f) Federal Law Exclusions. We express no opinion on the application or effect of (i) the Assignment of Claims Act (41 U.S.C. § 6305), (ii) any laws, regulations, orders, or requirements administered by the Committee on Foreign Investment in the United States ("CFIUS"), (iii) Foreign Ownership, Control, or Influence ("FOCI") regulations, (iv) the International Traffic in Arms Regulations ("ITAR"), (v) the Export Administration Regulations ("EAR"), or (vi) any other federal defense, national security, or export control laws or regulations.

(g) Tax Matters. We express no opinion on any federal, state, or local tax matters, including without limitation the characterization of the transactions contemplated by the Loan Documents for income, franchise, or other tax purposes, or the applicability, amount, or payment of any documentary stamp taxes, transfer taxes, intangible taxes, or mortgage registration taxes that may be imposed in connection with the recording of the Kansas Mortgage.

(h) Excluded Assets. Certain assets are excluded from the collateral granted under the Pledge and Security Agreement, including without limitation (i) any classified government contracts or receivables thereunder to the extent that the grant of a security interest therein would violate the Assignment of Claims Act or applicable government contract provisions, (ii) certain leaseholds or real property interests that are subject to contractual restrictions on the grant of liens, and (iii) motor vehicles or other assets subject to certificate-of-title statutes with a combined book value not exceeding $500,000. We express no opinion with respect to such excluded assets.

(i) Date of Opinion; No Obligation to Update. This opinion is given as of the date hereof, and we assume no obligation to advise you of any changes in the applicable law or facts, or to revise, supplement, or withdraw this opinion letter or any opinion expressed herein, by reason of any change in law, facts, or circumstances occurring or coming to our attention after the date hereof, regardless of whether such change may affect the legal analysis, any conclusion, or any opinion expressed herein.

(j) Limitations on Security Interest Opinions. The opinions expressed herein with respect to the creation and perfection of security interests are subject to (i) the provisions of Article 9 of the Kansas Uniform Commercial Code relating to the attachment, perfection, and priority of security interests, including without limitation the requirement that the debtor have rights in the collateral, (ii) the effect of applicable law, regulations, and contractual provisions that prohibit or restrict the creation or enforcement of a security interest in certain types of property, and (iii) the qualification that a security interest in proceeds is limited by K.S.A. § 84-9-315.

5. Reliance

This opinion letter is furnished solely for the benefit of the addressees hereof — Prescott National Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, and each Lender party to the Credit Agreement as of the date hereof — and solely in connection with the transactions contemplated by the Credit Agreement. This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Bartley Predding LLP.

Notwithstanding the foregoing, Calderwood & Harkness LLP may rely on this opinion letter in connection with the opinion letter to be delivered by Calderwood & Harkness LLP pursuant to the Credit Agreement, as if this opinion letter were addressed to Calderwood & Harkness LLP, and such reliance shall be subject to the same assumptions, qualifications, limitations, and exceptions set forth herein.

No copies of this opinion letter may be furnished to any other person or entity, except as specifically provided herein, without our prior written consent, and no person or entity other than the addressees (and Calderwood & Harkness LLP as set forth above) shall be entitled to rely on this opinion letter.

Very truly yours,

BARTLEY PREDDING LLP

By: ________

Name: Thomas C. Bartley

Title: Managing Partner

Wichita, Kansas

cc (via electronic mail):

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

Attention: Philip Hartmann, Esq. and Lisa Morrow, Esq.

Caldwell Pryor & Shea LLP 300 Madison Avenue, 22nd Floor New York, New York 10017

Attention: Raymond Okafor, Esq. and Jennifer Tsai, Esq.

Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, Virginia 20170

Attention: Gregory Alston, General Counsel

Whitmore Precision Machining LLC 4550 North Webb Road Wichita, Kansas 67226

BARTLEY PREDDING LLP Attorneys at Law
One West Douglas, Suite 1400 Wichita, Kansas 67202 Telephone: (316) 555-8200 Facsimile: (316) 555-8201
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 referenced below:
Prescott National Bank, N.A. Harborview Trust Company Meridian Commercial Lending Corp. Atlas Fidelity Bank Commonwealth Capital Markets, Inc.
Ladies and Gentlemen:
We have acted as special Kansas counsel to Whitmore Precision Machining LLC ("WPM"), a limited liability company organized and existing under the laws of the State of Delaware and qualified to transact business as a foreign limited liability company in the State of Kansas, in connection with the $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") among Whitmore Aerospace LLC ("WAL"), a limited liability company organized and existing under the laws of the State of Delaware, as Borrower, the Subsidiary Guarantors party thereto (including WPM), the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender.
We have been retained at the request of Calderwood & Harkness LLP, counsel to the Borrower and the Subsidiary Guarantors, in connection with the matters addressed herein (Calderwood & Harkness Matter No. 1019-00002). This opinion letter is being delivered to you pursuant to Section 4.01(e)(iv) of the Credit Agreement as a condition precedent to the initial extension of credit thereunder. All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Credit Agreement.
1. Documents Examined
In connection with the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
1.  The Credit Agreement dated as of January 30, 2026 (CUSIP 96438LAA3), among WAL, 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.  The Guarantee Agreement dated as of January 30, 2026 (the "Guarantee Agreement"), executed by WPM and the other Subsidiary Guarantors party thereto in favor of Prescott National Bank, N.A., in its capacity as Administrative Agent for the benefit of the Secured Parties.
3.  The Pledge and Security Agreement dated as of January 30, 2026 (the "Pledge and Security Agreement"), executed by WAL and each Subsidiary Guarantor (including WPM) in favor of Prescott National Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties.
4.  The Mortgage and Security Agreement dated as of January 30, 2026 (the "Kansas Mortgage"), executed by Whitmore Precision Machining LLC, as Mortgagor, in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, encumbering the real property and improvements located at 4550 North Webb Road, Wichita, Kansas 67226 (the "Mortgaged Property"), to be recorded in the office of the Register of Deeds of Sedgwick County, Kansas (appraised value: $18,000,000).
5.  The Equity Pledge Agreement dated as of January 30, 2026, covering, among other equity interests, 100% of the membership interests in WPM.
6.  The UCC-1 Financing Statement naming WPM as debtor and Prescott National Bank, N.A., as Collateral Agent, as secured party, to be filed with the Delaware Secretary of State (WPM being organized in the State of Delaware; Delaware Secretary of State Filing No. 6587204).
7.  The Certificate of Formation of WPM as filed with the Delaware Secretary of State (Filing No. 6587204), together with all amendments thereto.
8.  The Certificate of Good Standing of WPM issued by the Delaware Secretary of State, dated on or about January 2026.
9.  The Certificate of Authority / Foreign Registration of WPM issued by the Kansas Secretary of State, confirming WPM's qualification to transact business as a foreign limited liability company in the State of Kansas.
10.  The Operating Agreement (also referred to as the "LLC Agreement") of WPM, as amended and in effect on the date hereof.
11.  The Member Resolutions of WPM, duly approved on January 22, 2026, authorizing the execution, delivery, and performance by WPM of the Loan Documents to which WPM is a party and the consummation of the transactions contemplated thereby.
12.  The Officer's / Secretary's Certificate of WPM dated January 30, 2026, attaching thereto copies of the organizational documents, the member resolutions referenced above, and incumbency certificates for the authorized officers and representatives of WPM.
13.  Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for the purposes of rendering the opinions set forth herein, including records of proceedings made available to us and searches of relevant public records.
As used herein, the term "Kansas Loan Documents" refers collectively to the Guarantee Agreement, the Pledge and Security Agreement, the Kansas Mortgage, and the UCC-1 Financing Statement described in items 2, 3, 4, and 6 above, and any other Loan Document to which WPM is a party and which creates, evidences, or perfects rights or obligations of WPM in connection with the Credit Agreement.
2. Assumptions
In rendering the opinions set forth below, we have, with your consent and without independent investigation or verification, assumed the following:
(a) The genuineness of all signatures on all documents examined by us, other than the signatures of duly authorized representatives of WPM.
(b) The authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, photostatic, reproduced, conformed, or electronic copies.
(c) The legal capacity of all natural persons who have executed any of the documents examined by us.
(d) That each party (other than WPM) to the Credit Agreement and the Loan Documents has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has the requisite power, authority, and legal right to execute, deliver, and perform its obligations under the Credit Agreement and the Loan Documents to which it is a party.
(e) That the Credit Agreement and each Loan Document constitutes the legal, valid, and binding obligation of each party thereto (other than WPM), enforceable against each such party in accordance with its terms under the laws governing such Credit Agreement or Loan Document (other than the laws of the State of Kansas).
(f) That the Credit Agreement is governed by, and is enforceable under, the laws of the State of New York. We express no opinion on the laws of the State of New York, and nothing in this opinion letter should be construed as an expression of any view with respect thereto.
(g) That value has been given by the Secured Parties in connection with the transactions contemplated by the Credit Agreement and the Loan Documents.
(h) That the descriptions of the Mortgaged Property set forth in the Kansas Mortgage (including the legal description contained in Exhibit A thereto) are legally sufficient and accurate in all material respects to describe the real property located at 4550 North Webb Road, Wichita, Kansas 67226, and all interests of WPM therein. We have not independently verified the accuracy or sufficiency of such legal description and have relied upon the certification of WPM and the title commitment issued by Keystone National Title Services, LLC in this regard.
(i) That the Kansas Mortgage will be duly and timely recorded in the office of the Register of Deeds of Sedgwick County, Kansas, and that all applicable recording fees, documentary stamp taxes, and mortgage registration taxes or charges (if any) will be paid in full in connection therewith at the time of such recording.
(j) The accuracy, completeness, and truthfulness of all certificates, statements, representations, and warranties made by officers, members, managers, and other authorized representatives of WPM, including without limitation the Officer's / Secretary's Certificate dated January 30, 2026, and the representations and warranties set forth in the Credit Agreement and the Loan Documents.
(k) That no party to any of the Loan Documents will in the future take any action that is contrary to, or inconsistent with, the terms of the Loan Documents or that would render any of the opinions expressed herein inaccurate.
(l) That the execution, delivery, and performance of the Loan Documents by each party thereto (other than WPM) does not violate, conflict with, or constitute a default under any agreement, instrument, order, judgment, or decree binding upon such party, and that no consent, approval, or authorization of, or registration or filing with, any governmental authority or regulatory body is required on the part of any party (other than WPM) in connection therewith, except as has been obtained or made.
3. Opinions
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 4 below, we are of the opinion that:
3(a). Qualification and Good Standing in Kansas
WPM is a limited liability company duly organized and existing under the laws of the State of Delaware. Based solely upon a certificate of good standing (or its equivalent) issued by the Kansas Secretary of State, a copy of which has been provided to us, WPM is duly qualified and in good standing as a foreign limited liability company authorized to transact business in the State of Kansas. We note that our opinion in this paragraph is based solely on the certificate of good standing issued by the Kansas Secretary of State and on the Certificate of Authority / Foreign Registration on file with the Kansas Secretary of State, and we have made no independent investigation as to whether circumstances exist that would cause such qualification to lapse, be suspended, or be revoked after the date of such certificate.
3(b). Power and Authority
WPM has the limited liability company power and authority under the laws of the State of Kansas to own, lease, and operate its properties, including the Mortgaged Property located at 4550 North Webb Road, Wichita, Kansas 67226, and to conduct its business as presently conducted in the State of Kansas. This opinion is based upon our review of WPM's Certificate of Formation, Operating Agreement, and Certificate of Authority filed with the Kansas Secretary of State, and the representations of WPM's officers as to the nature and scope of WPM's business operations in Kansas.
3(c). Due Authorization, Execution, and Delivery
The execution, delivery, and performance by WPM of each Kansas Loan Document to which it is a party, including the Kansas Mortgage, the Guarantee Agreement, and the Pledge and Security Agreement, have been duly authorized by all necessary limited liability company action on the part of WPM, including the member resolutions duly approved on January 22, 2026. No further action, vote, consent, or approval on the part of the members, managers, officers, or any other person or body corporate of WPM is required in connection with the execution, delivery, and performance by WPM of the Kansas Loan Documents or the consummation of the transactions contemplated thereby.
Each Kansas Loan Document to which WPM is a party has been duly executed and delivered by WPM by the officers or authorized signatories whose names and signatures appear thereon, and such officers or authorized signatories were, at the time of such execution and delivery, duly authorized to act on behalf of WPM.
3(d). Enforceability of the Kansas Mortgage
The Kansas Mortgage constitutes the legal, valid, and binding obligation of WPM, enforceable against WPM in accordance with its terms, subject, however, to the following:
(i) applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, receivership, conservatorship, reorganization, moratorium, and other similar laws relating to or affecting the enforcement of creditors' rights generally, including without limitation the Kansas Uniform Fraudulent Transfer Act (K.S.A. §§ 33-201 et seq.) and any successor statute thereto;
(ii) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforcement is considered in a proceeding in equity or at law; and
(iii) the qualification that the availability of specific performance, injunctive relief, and other equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.
Upon due recordation of the Kansas Mortgage in the office of the Register of Deeds of Sedgwick County, Kansas, and payment of all applicable recording fees and mortgage registration taxes (if any), the Kansas Mortgage will create a valid lien on and security interest in the Mortgaged Property described therein (including any fixtures described therein, to the extent that the Kansas Mortgage satisfies the requirements for a fixture filing under K.S.A. § 84-9-502(b)) in favor of Prescott National Bank, N.A., as Collateral Agent, for the benefit of the Secured Parties, securing the obligations described in the Kansas Mortgage.
3(e). No Conflicts Under Kansas Law
The execution, delivery, and performance by WPM of the Kansas Loan Documents to which it is a party do not and will not:
(i) violate any provision of the organizational documents of WPM as qualified and registered in the State of Kansas, including the Certificate of Authority / Foreign Registration of WPM on file with the Kansas Secretary of State; or
(ii) to our knowledge, after due inquiry but without independent investigation beyond a review of published statutes, rules, and regulations, violate any Kansas statute, rule, or regulation of general applicability to WPM or the Mortgaged Property.
We note that the opinion set forth in this Section 3(e) does not address, and we express no opinion with respect to, federal law of any kind, including without limitation federal laws and regulations relating to defense contracts, classified information, export controls, the Committee on Foreign Investment in the United States ("CFIUS"), or Foreign Ownership, Control, or Influence ("FOCI") regulations. Further, the opinion in clause (ii) above is limited to the laws of the State of Kansas that, in our experience, are normally applicable to transactions of the type contemplated by the Loan Documents, and does not extend to any law, rule, or regulation that is applicable to WPM solely because of the specific nature of WPM's business activities (including, without limitation, regulations specific to government contractors or the aerospace and defense industries) except to the extent that such laws are of general applicability.
3(f). Perfection of Security Interests — Kansas UCC
To the extent that Article 9 of the Kansas Uniform Commercial Code (K.S.A. Chapter 84, Article 9) governs the creation or perfection of security interests in any personal property of WPM located in the State of Kansas, or in fixtures affixed to the Mortgaged Property, we are of the opinion that:
(i) The Pledge and Security Agreement is effective to create a valid security interest under the Kansas Uniform Commercial Code in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, in such personal property and fixtures of WPM as are described in the Pledge and Security Agreement, to the extent that such security interest can be created under Article 9 of the Kansas Uniform Commercial Code by a security agreement in the form of the Pledge and Security Agreement (and to the extent that WPM has rights in such collateral).
(ii) Pursuant to K.S.A. § 84-9-301(1), the law governing the perfection and priority of a security interest in personal property (other than as-extracted collateral, timber to be cut, or goods that are or are to become fixtures) of a debtor organized under the laws of the State of Delaware is the law of the State of Delaware. Accordingly, perfection of security interests in personal property of WPM (other than as-extracted collateral, timber to be cut, or goods that are or are to become fixtures) is achieved by the filing of a UCC-1 Financing Statement with the Delaware Secretary of State, and no Kansas UCC filing is required with respect to such personal property. We express no opinion on the sufficiency or effectiveness of any filing made or to be made with the Delaware Secretary of State, such matters being governed by the laws of the State of Delaware.
(iii) To the extent that the Kansas Mortgage contains a fixture filing that satisfies the requirements of K.S.A. § 84-9-502(b), including the requirements that such filing (A) indicate that it covers goods that are or are to become fixtures, (B) indicate that it is to be filed for record in the real property records, (C) contain a description of the real property to which the fixtures relate that would be sufficient to give constructive notice of a mortgage under the law of the State of Kansas if the description were contained in a record of the mortgage of the real property, and (D) otherwise satisfy the requirements for financing statements set forth in K.S.A. § 84-9-502(a), then the recording of the Kansas Mortgage (containing such fixture filing) in the office of the Register of Deeds of Sedgwick County, Kansas, will be effective to perfect the security interest of the Collateral Agent in fixtures located at or affixed to the Mortgaged Property.
We note that our opinions in this Section 3(f) do not extend to any collateral in which a security interest cannot be perfected by the filing of a financing statement under Article 9 of the Kansas Uniform Commercial Code, including without limitation deposit accounts (which may require "control" under K.S.A. § 84-9-104), letter-of-credit rights (which may require "control" under K.S.A. § 84-9-107), and electronic chattel paper (which may require "control" under K.S.A. § 84-9-105). Furthermore, our opinions in this Section 3(f) are subject to the qualification that a security interest in after-acquired property of WPM will attach only when and to the extent that WPM acquires rights in such property, and are subject to any limitations on the creation or attachment of security interests set forth in Article 9 of the Kansas Uniform Commercial Code, including without limitation K.S.A. § 84-9-204, K.S.A. § 84-9-406 (restrictions on assignment of promissory notes, accounts, chattel paper, and payment intangibles), and K.S.A. § 84-9-408 (limitations on the effectiveness of anti-assignment provisions).
3(g). No Consents Required Under Kansas Law
No consent, approval, authorization, or order of, or filing or registration with, any Kansas governmental authority, regulatory body, or agency is required for the execution, delivery, or performance by WPM of the Kansas Loan Documents to which it is a party, or for the creation and perfection of the liens and security interests contemplated by the Kansas Loan Documents, other than:
(i) the recording of the Kansas Mortgage in the office of the Register of Deeds of Sedgwick County, Kansas;
(ii) such fixture filing as may be included in the Kansas Mortgage for recording in the office of the Register of Deeds of Sedgwick County, Kansas;
(iii) routine corporate or limited liability company filings with the Kansas Secretary of State that have already been made or are to be made in the ordinary course; and
(iv) such consents, approvals, authorizations, filings, or registrations as have already been obtained or made prior to the date hereof.
4. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications and limitations:
(a) Scope of Law Covered. The opinions expressed herein are limited solely to the laws of the State of Kansas as currently in effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction, including without limitation (i) the laws of the United States of America (federal law), (ii) the laws of the State of New York, which govern the Credit Agreement, (iii) the laws of the State of Delaware, which is WPM's jurisdiction of organization and the applicable jurisdiction for UCC perfection of personal property security interests in collateral of WPM, or (iv) the laws of any other state or foreign jurisdiction. The opinions expressed herein are based solely upon the laws of the State of Kansas that are currently in effect, and we assume no obligation to revise or supplement this opinion letter should such laws be changed by legislative action, judicial decision, or otherwise after the date hereof.
(b) Bankruptcy and Insolvency. The opinions expressed herein are subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, receivership, conservatorship, reorganization, arrangement, moratorium, and other similar laws relating to or affecting the enforcement of creditors' rights generally, including without limitation the Kansas Uniform Fraudulent Transfer Act (K.S.A. §§ 33-201 et seq.), and any other similar Kansas laws that may affect the rights of creditors generally.
(c) Equitable Principles. The opinions expressed herein are subject to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing and the possible unavailability of specific performance, injunctive relief, or other equitable remedies), regardless of whether enforceability is considered in a proceeding in equity or at law.
(d) Lien Priority. We express no opinion as to the priority of the lien or security interest created by the Kansas Mortgage or the Pledge and Security Agreement. The priority of the lien created by the Kansas Mortgage will depend, among other things, on the order and time of recording in the office of the Register of Deeds of Sedgwick County, Kansas, the applicable Kansas recording statutes (including K.S.A. § 58-2221 et seq.), and the absence of prior liens, encumbrances, title defects, and other interests affecting the Mortgaged Property. We understand that the addressees are relying upon the title insurance commitment and policy to be issued by Keystone National Title Services, LLC for assurances as to the priority of the lien of the Kansas Mortgage and the state of title to the Mortgaged Property, and we express no opinion with respect to such matters.
(e) Real Property Matters. We express no opinion regarding (i) the accuracy, completeness, or legal sufficiency of the legal description of the Mortgaged Property set forth in the Kansas Mortgage or any exhibit thereto, (ii) the physical condition, environmental status, or value of the Mortgaged Property, (iii) compliance of the Mortgaged Property or any operations conducted thereon with applicable zoning, land use, building code, subdivision, or environmental laws, ordinances, rules, or regulations, or (iv) whether any permits, licenses, or approvals have been obtained or are required in connection with the use, occupancy, or operation of the Mortgaged Property.
(f) Federal Law Exclusions. We express no opinion on the application or effect of (i) the Assignment of Claims Act (41 U.S.C. § 6305), (ii) any laws, regulations, orders, or requirements administered by the Committee on Foreign Investment in the United States ("CFIUS"), (iii) Foreign Ownership, Control, or Influence ("FOCI") regulations, (iv) the International Traffic in Arms Regulations ("ITAR"), (v) the Export Administration Regulations ("EAR"), or (vi) any other federal defense, national security, or export control laws or regulations.
(g) Tax Matters. We express no opinion on any federal, state, or local tax matters, including without limitation the characterization of the transactions contemplated by the Loan Documents for income, franchise, or other tax purposes, or the applicability, amount, or payment of any documentary stamp taxes, transfer taxes, intangible taxes, or mortgage registration taxes that may be imposed in connection with the recording of the Kansas Mortgage.
(h) Excluded Assets. Certain assets are excluded from the collateral granted under the Pledge and Security Agreement, including without limitation (i) any classified government contracts or receivables thereunder to the extent that the grant of a security interest therein would violate the Assignment of Claims Act or applicable government contract provisions, (ii) certain leaseholds or real property interests that are subject to contractual restrictions on the grant of liens, and (iii) motor vehicles or other assets subject to certificate-of-title statutes with a combined book value not exceeding $500,000. We express no opinion with respect to such excluded assets.
(i) Date of Opinion; No Obligation to Update. This opinion is given as of the date hereof, and we assume no obligation to advise you of any changes in the applicable law or facts, or to revise, supplement, or withdraw this opinion letter or any opinion expressed herein, by reason of any change in law, facts, or circumstances occurring or coming to our attention after the date hereof, regardless of whether such change may affect the legal analysis, any conclusion, or any opinion expressed herein.
(j) Limitations on Security Interest Opinions. The opinions expressed herein with respect to the creation and perfection of security interests are subject to (i) the provisions of Article 9 of the Kansas Uniform Commercial Code relating to the attachment, perfection, and priority of security interests, including without limitation the requirement that the debtor have rights in the collateral, (ii) the effect of applicable law, regulations, and contractual provisions that prohibit or restrict the creation or enforcement of a security interest in certain types of property, and (iii) the qualification that a security interest in proceeds is limited by K.S.A. § 84-9-315.
5. Reliance
This opinion letter is furnished solely for the benefit of the addressees hereof — Prescott National Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, and each Lender party to the Credit Agreement as of the date hereof — and solely in connection with the transactions contemplated by the Credit Agreement. This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Bartley Predding LLP.
Notwithstanding the foregoing, Calderwood & Harkness LLP may rely on this opinion letter in connection with the opinion letter to be delivered by Calderwood & Harkness LLP pursuant to the Credit Agreement, as if this opinion letter were addressed to Calderwood & Harkness LLP, and such reliance shall be subject to the same assumptions, qualifications, limitations, and exceptions set forth herein.
No copies of this opinion letter may be furnished to any other person or entity, except as specifically provided herein, without our prior written consent, and no person or entity other than the addressees (and Calderwood & Harkness LLP as set forth above) shall be entitled to rely on this opinion letter.
Very truly yours,
BARTLEY PREDDING LLP
By: ________
Name: Thomas C. Bartley
Title: Managing Partner
Wichita, Kansas
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