1019-00002 · Client 1019 · Closing/Opinions

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

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CALDERWOOD & HARKNESS LLP 1200 New Hampshire Avenue NW, Suite 600 Washington, DC 20036

Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com

January 30, 2026

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

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

Harborview Trust Company 185 Asylum Street Hartford, CT 06103

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

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

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

Ladies and Gentlemen:

Re: Supplemental Virginia Law Opinion — $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (the "Credit Agreement") among Whitmore Aerospace LLC, a Delaware limited liability company ("WAL" or the "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; C&H Matter No. 1019-00002

I. INTRODUCTION AND ROLE

This opinion letter is delivered to you pursuant to Section 4.01(a)(v) of the Credit Agreement as a condition precedent to the initial funding thereunder. This letter supplements the opinion letter of Calderwood & Harkness LLP (New York office) of even date hereof (the "Primary Opinion") addressed to the same addressees, and is limited exclusively to matters arising under the laws of the Commonwealth of Virginia. To the extent that any matter addressed herein is also addressed in the Primary Opinion, the opinions expressed herein are intended to supplement, and not to limit or qualify, the opinions expressed in the Primary Opinion, except where a different conclusion is expressly stated herein.

We have acted as counsel to the Borrower, Whitmore Aerospace LLC, a Delaware limited liability company, and to Whitmore Defense Solutions, Inc., a Virginia corporation ("WDS"), in connection with the negotiation, execution, and delivery of the Credit Agreement and the other Loan Documents, and the transactions contemplated thereby. This opinion letter is being rendered by the Washington, D.C. office of Calderwood & Harkness LLP. The attorneys principally responsible for rendering this opinion are admitted to the practice of law in the Commonwealth of Virginia and are familiar with the statutes, regulations, and judicial and administrative decisions of the Commonwealth of Virginia that are customarily applicable to transactions of the type contemplated by the Credit Agreement and the other Loan Documents.

II. DEFINITIONS AND LOAN DOCUMENTS EXAMINED

A. Defined Terms

Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Credit Agreement. In addition, the following terms shall have the following meanings for purposes of this opinion letter:

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

"Deed of Trust" means the Deed of Trust, Assignment of Leases and Rents, and Security Agreement dated as of January 30, 2026, granted by WAL encumbering the real property located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170 (the "Virginia Property"), in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, in recordable form for Fairfax County, Virginia.

"Guarantee Agreement" means the Guarantee Agreement dated as of January 30, 2026, by the Subsidiary Guarantors (including WDS) in favor of Prescott National Bank, N.A., as Administrative Agent for the benefit of the Secured Parties.

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

"Equity Pledge Agreement" means the Pledge Agreement dated as of January 30, 2026, covering, among other equity interests, 100% of the issued and outstanding capital stock of WDS.

"Virginia UCC Financing Statement" means the UCC-1 Financing Statement filed with the Virginia State Corporation Commission naming WDS as debtor and Prescott National Bank, N.A., as Collateral Agent, as secured party, describing the collateral in the manner set forth in Schedule B hereto.

The Credit Agreement, the Deed of Trust, the Guarantee Agreement, the Security Agreement, the Equity Pledge Agreement, the Virginia UCC Financing Statement, and each other Loan Document to which WAL or WDS is a party are collectively referred to herein as the "Opined Documents."

B. Documents Examined

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

1. Executed copies of each of the Opined Documents, in the forms delivered to the Administrative Agent and the Lenders on the date hereof.

2. The Certificate of Formation of WAL filed with the Secretary of State of the State of Delaware (DE SOS Filing No. 5738291), together with the Limited Liability Company Agreement of WAL, as amended through the date hereof (collectively, the "WAL Organizational Documents").

3. The Articles of Incorporation of WDS filed with the Virginia State Corporation Commission (VA SCC Entity ID S3482917), together with the Bylaws of WDS, as amended through the date hereof (collectively, the "WDS Organizational Documents").

4. A Certificate of Good Standing (Certificate of Existence) for WAL issued by the Virginia State Corporation Commission, dated on or about January 30, 2026, confirming that WAL is registered and in good standing as a foreign limited liability company authorized to transact business in the Commonwealth of Virginia.

5. A Certificate of Good Standing (Certificate of Existence) for WDS issued by the Virginia State Corporation Commission (SCC Entity ID S3482917), dated on or about January 30, 2026, confirming that WDS is in good standing as a domestic Virginia corporation.

6. The Officer's and Secretary's Certificate of Gregory Alston, General Counsel and Secretary of WAL, dated January 30, 2026, attaching thereto (a) certified copies of the WAL Organizational Documents, (b) member resolutions duly adopted on January 22, 2026, authorizing the execution, delivery, and performance of the Opined Documents and the consummation of the transactions contemplated thereby, and (c) certificates of incumbency and specimen signatures of the following authorized signatories: Derek Whitmore, Chief Executive Officer; Sandra Petrova, Chief Financial Officer; and Gregory Alston, General Counsel and Secretary.

7. The Officer's Certificate for WDS dated January 30, 2026, attaching thereto (a) certified copies of the WDS Organizational Documents (VA SCC Entity ID S3482917), (b) resolutions of the Board of Directors of WDS duly adopted on January 22, 2026, authorizing the execution, delivery, and performance by WDS of each Opined Document to which it is a party, and (c) certificates of incumbency and specimen signatures of the authorized signatories of WDS.

8. A title commitment for the Virginia Property issued by Keystone National Title Services, LLC (Maria Soto, Title Officer), together with copies of all documents referenced as exceptions therein.

9. The existing Deed of Trust recorded as Instrument No. 2021-035782, recorded March 18, 2021, in the land records of Fairfax County, Virginia, securing the indebtedness under the Existing Facility.

10. The existing UCC-1 Financing Statement filed with the Virginia State Corporation Commission, File No. 210315-00489, filed in connection with the Existing Facility (to be terminated in connection with the payoff of the Existing Facility on the date hereof).

11. Results of UCC lien searches conducted with the Virginia State Corporation Commission against WDS (SCC Entity ID S3482917), dated January 28, 2026.

12. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.

III. ASSUMPTIONS

In rendering the opinions set forth herein, we have, with your consent, relied upon the following assumptions, without independent investigation or verification:

(a) All signatures on documents and instruments examined by us (other than the signatures of WAL and WDS and their respective authorized signatories) are genuine, and all documents submitted to us as originals are authentic and complete.

(b) All documents submitted to us as copies, whether certified or otherwise, conform to the originals thereof, and all such originals are authentic and complete.

(c) Each natural person who has executed any of the Opined Documents or any document examined by us in connection herewith had, at the time of execution, the legal capacity to do so.

(d) Each party to each of the Opined Documents (other than WAL, to the extent of its qualification to transact business in the Commonwealth of Virginia, and WDS, as a Virginia corporation, in each case as to which we opine below) is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of organization or formation, and has the organizational power and authority to execute, deliver, and perform each Opined Document to which it is a party.

(e) Each of the Opined Documents has been duly authorized, executed, and delivered by each party thereto other than WAL and WDS.

(f) The Credit Agreement and each of the Opined Documents constitutes a legal, valid, and binding obligation of each party thereto other than WAL and WDS, enforceable against each such party in accordance with its terms, subject to standard enforceability qualifications similar to the Enforceability Qualifications set forth in Section V below.

(g) The laws of the State of New York govern the Credit Agreement, the Guarantee Agreement, the Security Agreement, and the Equity Pledge Agreement, and such choice of law is valid and enforceable under all applicable conflict of laws principles. We express no opinion on the laws of the State of New York, which are addressed by the Primary Opinion.

(h) All certificates, resolutions, and factual representations delivered to us by officers, managers, members, or directors of WAL and WDS, including the Officer's Certificate of Gregory Alston dated January 30, 2026, and the Officer's Certificate for WDS dated January 30, 2026, are accurate, complete, and truthful in all material respects as of the date hereof.

(i) No event has occurred since the respective dates of the certificates of good standing issued by the Virginia State Corporation Commission for WAL and WDS that would adversely affect the good standing or qualification of WAL or WDS in the Commonwealth of Virginia, and neither WAL nor WDS has taken any action to dissolve, withdraw its qualification to transact business, or otherwise terminate its existence under Virginia law.

IV. OPINIONS

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

4.1 Entity Status — WAL (Virginia Qualification)

WAL is a limited liability company duly formed and validly existing under the laws of the State of Delaware. WAL is duly qualified as a foreign limited liability company and is in good standing under the laws of the Commonwealth of Virginia, as evidenced by the Certificate of Good Standing (Certificate of Existence) issued by the Virginia State Corporation Commission dated on or about January 30, 2026. WAL has the requisite limited liability company power and authority under Virginia law to own, lease, and operate its properties located in the Commonwealth of Virginia, including the Virginia Property located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170, and to carry on its business as presently conducted in the Commonwealth of Virginia.

4.2 Entity Status — WDS (Virginia Corporation)

WDS is a corporation duly incorporated, validly existing, and in good standing under the laws of the Commonwealth of Virginia, as evidenced by the Certificate of Good Standing (Certificate of Existence) issued by the Virginia State Corporation Commission (SCC Entity ID S3482917) dated on or about January 30, 2026. WDS has the requisite corporate power and authority under Virginia law to own, lease, and operate its properties located in the Commonwealth of Virginia and to carry on its business as presently conducted therein, including the operation of its classified programs office at 2400 Centennial Tower Drive, Suite 750, Herndon, Virginia 20170. WDS has the corporate power and authority to execute, deliver, and perform its obligations under each Opined Document to which it is a party, including, without limitation, the Guarantee Agreement and the Security Agreement.

4.3 Authorization — WAL (Virginia Law Matters)

The execution, delivery, and performance by WAL of the Deed of Trust and each other Opined Document to which it is a party have been duly authorized by all necessary limited liability company action on the part of WAL, including the member resolutions duly adopted on January 22, 2026, as certified to us in the Officer's and Secretary's Certificate of Gregory Alston dated January 30, 2026. No further limited liability company action on the part of WAL is required in connection with the execution, delivery, or performance of such Opined Documents. The Deed of Trust has been duly executed and delivered by WAL.

4.4 Authorization — WDS

The execution, delivery, and performance by WDS of each Opined Document to which it is a party (including, without limitation, the Guarantee Agreement and the Security Agreement) have been duly authorized by all necessary corporate action on the part of WDS, including resolutions of the Board of Directors of WDS duly adopted on January 22, 2026, as certified to us in the Officer's Certificate for WDS dated January 30, 2026. No further corporate action on the part of WDS or its stockholders is required in connection with the execution, delivery, or performance of such Opined Documents. Each such Opined Document has been duly executed and delivered by WDS.

4.5 No Conflicts — Virginia Law

The execution, delivery, and performance by WAL and WDS of the Opined Documents to which each is a party, and compliance by WAL and WDS with the terms and provisions thereof, do not and will not:

(a) violate the Articles of Incorporation or Bylaws of WDS, or the organizational documents of WAL to the extent governed by the laws of the Commonwealth of Virginia;

(b) violate any statute, rule, or regulation of the Commonwealth of Virginia applicable to WAL or WDS that, in our experience, is customarily applicable to transactions of the type contemplated by the Credit Agreement and the other Opined Documents, including the Virginia Stock Corporation Act (Title 13.1, Chapter 9 of the Code of Virginia), the Virginia Limited Liability Company Act (Title 13.1, Chapter 12 of the Code of Virginia), and Title 8.9A of the Code of Virginia (Virginia Uniform Commercial Code — Secured Transactions); or

(c) result in a breach of, or constitute a default under, any order, judgment, writ, injunction, or decree of any court or governmental authority of the Commonwealth of Virginia known to us and binding upon WAL or WDS or any of their respective properties or assets.

4.6 Enforceability of the Deed of Trust — Virginia Property

The Deed of Trust constitutes a legal, valid, and binding obligation of WAL, enforceable against WAL in accordance with its terms under the laws of the Commonwealth of Virginia, subject to the Enforceability Qualifications set forth in Section V below. The Deed of Trust is in proper form for recording in the land records of Fairfax County, Virginia, and complies in all material respects with the applicable requirements of the Code of Virginia for instruments to be recorded in the office of the Clerk of the Circuit Court of Fairfax County, Virginia, including the requirements of Virginia Code §§ 55.1-300 et seq. and Virginia Code § 17.1-223.

Upon recording in the Clerk's Office of the Circuit Court of Fairfax County, Virginia, the Deed of Trust will create a valid lien on and security interest in the Virginia Property (being the real property and improvements located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170, more particularly described in Schedule A hereto, with an appraised value of $32,000,000) in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. The assignment of leases and rents contained in the Deed of Trust is enforceable under Virginia law, subject to the Enforceability Qualifications set forth in Section V below and to the provisions of Virginia Code § 55.1-321 regarding the enforceability of assignments of rents.

We note that the existing Deed of Trust recorded as Instrument No. 2021-035782 on March 18, 2021, in the land records of Fairfax County, Virginia, currently encumbers the Virginia Property and secures the indebtedness under the Existing Facility. Upon the payoff of the Existing Facility (the estimated payoff amount of which is $169,312,500 as of the date hereof) and the recording of the appropriate release, reconveyance, or certificate of satisfaction in the land records of Fairfax County, Virginia, the new Deed of Trust will encumber the Virginia Property free and clear of the lien of such existing deed of trust. We express no opinion on the priority of the lien of the new Deed of Trust relative to any other liens, encumbrances, easements, or other matters of record, which is a matter for determination by the title insurer, Keystone National Title Services, LLC (Maria Soto, Title Officer), in connection with the issuance of its title insurance policy.

4.7 Perfection of Security Interests — Virginia UCC

The filing of the Virginia UCC Financing Statement with the Virginia State Corporation Commission naming WDS (a Virginia corporation, SCC Entity ID S3482917) as debtor and Prescott National Bank, N.A., as Collateral Agent, as secured party, is effective under Article 9 of the Virginia Uniform Commercial Code (Title 8.9A of the Code of Virginia) to perfect the security interest of the Collateral Agent in those categories of personal property of WDS in which a security interest may be perfected by the filing of a financing statement under the Virginia UCC, to the extent that such personal property constitutes "Collateral" as defined in the Security Agreement.

The Commonwealth of Virginia is the proper jurisdiction for filing a UCC-1 financing statement against WDS because WDS is organized under the laws of the Commonwealth of Virginia. Under Virginia UCC § 8.9A-301(1), the local law of the jurisdiction where the debtor is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Under Virginia UCC § 8.9A-307, a registered organization that is organized under the law of a state is located in that state. Accordingly, because WDS is a corporation organized and existing under the laws of the Commonwealth of Virginia, it is "located" in the Commonwealth of Virginia for purposes of Article 9 of the Virginia UCC, and the filing of the Virginia UCC Financing Statement with the Virginia State Corporation Commission is the appropriate method to perfect a security interest by filing in the personal property of WDS.

We note that WAL, Whitmore Propulsion Systems, Inc. ("WPS"), Whitmore Avionics Holdings, Inc. ("WAH"), and Whitmore Precision Manufacturing, LLC ("WPM") are each organized under the laws of the State of Delaware, and accordingly UCC-1 financing statements against those entities are properly filed with the Office of the Secretary of State of the State of Delaware, as addressed in the Primary Opinion. The Virginia UCC filing that is the subject of this opinion addresses only WDS as debtor.

The filing of a UCC-3 Termination Statement with the Virginia State Corporation Commission with respect to the existing UCC-1 Financing Statement, File No. 210315-00489 (filed in connection with the Existing Facility), will terminate the effectiveness of such prior filing upon the payoff of the Existing Facility. We understand that the UCC-3 Termination Statement has been authorized and will be filed contemporaneously with the closing of the transactions contemplated by the Credit Agreement.

4.8 No Governmental Approvals Required Under Virginia Law

No consent, approval, authorization, or order of, and no notice to, filing with, registration with, or qualification with, any governmental authority, agency, commission, board, bureau, court, or instrumentality of the Commonwealth of Virginia or any political subdivision thereof is required in connection with the execution, delivery, or performance by WAL or WDS of any Opined Document, or the consummation by WAL or WDS of the transactions contemplated thereby, except for:

(a) the recording of the Deed of Trust in the land records of Fairfax County, Virginia, in the Clerk's Office of the Circuit Court of Fairfax County, Virginia, and the payment of the associated recording taxes and fees applicable thereto under Virginia Code §§ 58.1-801 et seq.;

(b) the filing of the Virginia UCC Financing Statement with the Virginia State Corporation Commission and the payment of the associated filing fees applicable thereto; and

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

V. ENFORCEABILITY QUALIFICATIONS

The opinions set forth in Section IV hereof are subject to the following qualifications (collectively, the "Enforceability Qualifications"):

(a) The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect affecting the enforcement of creditors' rights and remedies generally, including, without limitation, the provisions of the United States Bankruptcy Code (Title 11, United States Code), as amended, and the Virginia statutes relating to assignments for the benefit of creditors and fraudulent conveyances and transfers.

(b) The effect of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), including, without limitation, principles of commercial reasonableness, good faith and fair dealing, unconscionability, impracticability, and the discretion of the court before which any proceeding therefor may be brought, including the discretion to deny specific performance or other equitable remedies.

(c) The possible unenforceability under certain circumstances of provisions imposing penalties, forfeitures, increased interest rates, or liquidated damages upon delinquency in payment or the occurrence of a default, to the extent that such provisions are deemed to constitute unenforceable penalties rather than reasonable estimates of anticipated harm.

(d) The possible unavailability of specific performance, injunctive relief, or other equitable remedies, which remedies are subject to the discretion of the court before which any proceeding therefor may be brought.

(e) Virginia statutory provisions relating to the exercise of the power of sale under a deed of trust, including, without limitation, the provisions of Virginia Code §§ 55.1-300 et seq. governing foreclosure procedures, notice requirements (including, without limitation, Virginia Code § 55.1-320 et seq. relating to notice of foreclosure sales), the conduct of foreclosure sales, the rights of redemption, and the availability of deficiency judgments, as well as any regulations promulgated by the Virginia State Corporation Commission or other Virginia governmental authorities relating thereto.

(f) The effect of Virginia usury laws on the interest rate and default rate provisions of the Opined Documents, to the extent that such provisions are not preempted by applicable federal law. We note that Prescott National Bank, N.A., as a national banking association chartered under the National Bank Act, may be entitled to charge interest at the rate permitted by the laws of the state where it is located (or the rate of one percent in excess of the discount rate on ninety-day commercial paper in effect at the Federal Reserve bank in the Federal Reserve district where the bank is located, whichever is greater) pursuant to 12 U.S.C. § 85, and the applicability of the Virginia usury statutes to the interest rate charged by the Administrative Agent and the Lenders under the Credit Agreement may accordingly be preempted by such federal law. We express no opinion as to the scope or applicability of such federal preemption.

VI. LIMITATIONS AND QUALIFICATIONS

In addition to the Enforceability Qualifications set forth in Section V above, the opinions set forth herein are subject to the following limitations and qualifications:

(a) This opinion letter is limited solely to the laws of the Commonwealth of Virginia 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 laws of the State of Delaware, the federal laws of the United States (except to the limited extent expressly noted herein), or the laws of the State of Alabama or the State of Kansas. The laws of the State of New York and the State of Delaware are addressed in the Primary Opinion of Calderwood & Harkness LLP (New York office) of even date hereof. The laws of the State of Alabama are addressed in the separate supplemental local counsel opinion of Overstreet & Hawkins LLP of even date hereof. The laws of the State of Kansas are addressed in the separate supplemental local counsel opinion of Bartley Predding LLP of even date hereof.

(b) We express no opinion regarding federal or state securities laws, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Virginia Securities Act (Virginia Code §§ 13.1-501 et seq.).

(c) We express no opinion regarding any federal, state, or local tax laws, including, without limitation, the Internal Revenue Code of 1986, as amended, and the Virginia income tax, sales tax, recordation tax, or other tax statutes, except to the extent that we have opined on the obligation to pay recording taxes and fees in connection with the recording of the Deed of Trust.

(d) We express no opinion regarding the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any other federal or state law or regulation relating to employee benefit plans, pension funds, or similar arrangements.

(e) We express no opinion regarding any federal, state, or local environmental laws, rules, or regulations, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), or any Virginia environmental statutes. We understand that environmental site assessments with respect to the Virginia Property are being conducted by Creston Environmental Sciences, Inc., and we express no opinion on the findings or conclusions of such assessments or their impact on the Opined Documents or the transactions contemplated thereby.

(f) We express no opinion regarding any federal or state antitrust or competition laws.

(g) We express no opinion regarding classified information, national security matters, or any matters relating to facility security clearances, the Committee on Foreign Investment in the United States ("CFIUS"), foreign ownership, control, or influence ("FOCI") regulations, or the National Industrial Security Program Operating Manual ("NISPOM"), except to note that WDS holds classified contracts with the United States Department of Defense and operates under a facility security clearance at its office located at 2400 Centennial Tower Drive, Suite 750, Herndon, Virginia 20170. Any restrictions, limitations, or prohibitions on the pledge, assignment, transfer, or encumbrance of any contract rights, receivables, or other assets of WDS arising from or relating to such classified contracts or from the Assignment of Claims Act (41 U.S.C. § 6305) are expressly excluded from the scope of this opinion and are addressed as "Excluded Assets" under Section 1.01 and Schedule I of the Security Agreement. We have not independently verified the scope or applicability of any such restrictions and express no opinion thereon.

(h) We express no opinion on the priority of any lien or security interest created by or arising under any of the Opined Documents. The priority of liens on real property is a matter for determination by the title insurer, Keystone National Title Services, LLC, in connection with the issuance of its title insurance policy for the Virginia Property. The priority of security interests in personal property is a matter for determination based upon UCC search results and analysis of the applicable provisions of Article 9 of the Virginia UCC, which analysis is beyond the scope of this opinion.

(i) We express no opinion regarding zoning, land use, subdivision, building code, or other similar regulatory compliance with respect to the Virginia Property. We have not examined the zoning or land use classification of the Virginia Property and express no opinion as to whether the current use of the Virginia Property complies with applicable zoning ordinances, special use permits, or building codes of Fairfax County, Virginia, or the Town of Herndon, Virginia.

(j) We express no opinion regarding the effect of any pending or threatened litigation on the validity, enforceability, or binding nature of any of the Opined Documents or the transactions contemplated thereby. We have not conducted any inquiry or investigation into the existence of any pending or threatened litigation against WAL, WDS, or any other party to any Opined Document, and we have relied solely on the representations of the officers of WAL and WDS as set forth in the certificates delivered to us.

VII. RELIANCE AND OTHER MATTERS

This opinion letter is rendered solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents and may not be quoted, relied upon, or otherwise used by any other person or entity without our prior written consent, except that:

(a) any permitted assignee of a Lender's interest under the Credit Agreement (whether by assignment or participation, in each case pursuant to and in accordance with the form of Assignment and Assumption Agreement attached as Exhibit D to the Credit Agreement and Section 10.07 thereof) may rely on this opinion letter as if it were an original addressee hereof, provided that such permitted assignee shall be deemed to have accepted the assumptions, qualifications, limitations, and exceptions set forth herein; and

(b) Caldwell Pryor & Shea LLP, as counsel to the Administrative Agent (file reference PNB-WAL-2025-1130), may rely on this opinion letter in connection with its own opinions and advice to the Administrative Agent relating to the transactions contemplated by the Credit Agreement and the other Loan Documents.

This opinion letter is given as of the date hereof, and we assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention, or any changes in applicable law (whether by legislative action, judicial decision, regulatory action, or otherwise) that may hereafter occur, even though such facts, circumstances, or changes may affect the opinions expressed herein. This opinion letter speaks solely as of the date hereof.

This opinion letter is delivered in connection with Calderwood & Harkness LLP Matter No. 1019-00002.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Philip Hartmann

Title: Partner

Calderwood & Harkness LLP 1200 New Hampshire Avenue NW, Suite 600 Washington, DC 20036

SCHEDULE A

DESCRIPTION OF THE VIRGINIA PROPERTY

The real property encumbered by the Deed of Trust is located at the following address and is more particularly described by the legal description set forth below:

Street Address: 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170

County: Fairfax County, Virginia

Tax Map Reference No.: 0161-01-0025A

Legal Description:

ALL that certain lot or parcel of land, together with all improvements, rights, privileges, easements, and appurtenances thereunto belonging, situate, lying, and being in Fairfax County, Commonwealth of Virginia, and being more particularly described as follows:

Beginning at an iron pin found in the westerly right-of-way line of Centennial Tower Drive (80-foot right-of-way), said pin being the southeast corner of Lot 25A as shown on the plat entitled "Plat of Subdivision, Herndon Corporate Park, Section 3," recorded in Deed Book 11824, Page 1437, among the land records of Fairfax County, Virginia;

thence along the westerly right-of-way line of Centennial Tower Drive, South 15°28'30" West, a distance of 425.00 feet to an iron pin set; thence departing said right-of-way line, North 74°31'30" West, a distance of 312.50 feet to an iron pin set; thence North 15°28'30" East, a distance of 425.00 feet to an iron pin found; thence South 74°31'30" East, a distance of 312.50 feet to the point of beginning.

Containing 3.05 acres, more or less, as shown on the plat of survey prepared by Dominion Surveying Associates, P.C. (James R. Thornton, VA LS No. 3187), dated November 15, 2020, recorded in Deed Book 26403, Page 892, among the land records of Fairfax County, Virginia.

BEING the same property conveyed to Whitmore Aerospace LLC, a Delaware limited liability company, by deed from Centennial Tower Holdings, LLC, a Virginia limited liability company, dated March 12, 2021, recorded March 18, 2021, as Instrument No. 2021-035780 among the land records of Fairfax County, Virginia.

Appraised Value: $32,000,000

SCHEDULE B

VIRGINIA UCC FILING DETAILS

The following sets forth the details of the Virginia UCC Financing Statement referenced in this opinion letter:

Existing UCC Filing to Be Terminated:

Item	Detail
Filing Office	Virginia State Corporation Commission, Richmond, Virginia
Type of Filing	UCC-1 Financing Statement
Debtor Name	Whitmore Defense Solutions, Inc.
Debtor Jurisdiction of Organization	Commonwealth of Virginia
Debtor SCC Entity ID	S3482917
Debtor Mailing Address	2400 Centennial Tower Drive, Suite 750, Herndon, Virginia 20170
Secured Party Name	Prescott National Bank, N.A., as Collateral Agent
Secured Party Mailing Address	550 South Tryon Street, Charlotte, NC 28202
Collateral Description	All personal property of the Debtor, whether now owned or hereafter acquired, including, without limitation, all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles (including payment intangibles and software), goods, instruments, inventory, investment property, letter-of-credit rights, money, and proceeds and products of any and all of the foregoing, in each case as such terms are defined in the Virginia Uniform Commercial Code (Title 8.9A of the Code of Virginia), subject to the exclusions set forth in the Security Agreement (including Excluded Assets as defined therein).
Filing Date	January 30, 2026
Item	Detail
Filing Office	Virginia State Corporation Commission, Richmond, Virginia
Existing UCC-1 File Number	210315-00489
Original Filing Date	March 15, 2021
Debtor	Whitmore Defense Solutions, Inc.
Secured Party	(Existing lender under the Existing Facility)
Termination	To be terminated by filing of UCC-3 Termination Statement upon payoff of the Existing Facility

CALDERWOOD & HARKNESS LLP 1200 New Hampshire Avenue NW, Suite 600 Washington, DC 20036
Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com
January 30, 2026
Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender 550 South Tryon Street Charlotte, NC 28202
Each of the Lenders party to the Credit Agreement referenced below:
Harborview Trust Company 185 Asylum Street Hartford, CT 06103
Meridian Commercial Lending Corp. 233 South Wacker Drive, Suite 4100 Chicago, IL 60606
Atlas Fidelity Bank 1 Liberty Plaza, 30th Floor New York, NY 10006
Commonwealth Capital Markets, Inc. 100 Federal Street, Suite 2200 Boston, MA 02110
Ladies and Gentlemen:
Re: Supplemental Virginia Law Opinion — $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (the "Credit Agreement") among Whitmore Aerospace LLC, a Delaware limited liability company ("WAL" or the "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; C&H Matter No. 1019-00002
I. INTRODUCTION AND ROLE
This opinion letter is delivered to you pursuant to Section 4.01(a)(v) of the Credit Agreement as a condition precedent to the initial funding thereunder. This letter supplements the opinion letter of Calderwood & Harkness LLP (New York office) of even date hereof (the "Primary Opinion") addressed to the same addressees, and is limited exclusively to matters arising under the laws of the Commonwealth of Virginia. To the extent that any matter addressed herein is also addressed in the Primary Opinion, the opinions expressed herein are intended to supplement, and not to limit or qualify, the opinions expressed in the Primary Opinion, except where a different conclusion is expressly stated herein.
We have acted as counsel to the Borrower, Whitmore Aerospace LLC, a Delaware limited liability company, and to Whitmore Defense Solutions, Inc., a Virginia corporation ("WDS"), in connection with the negotiation, execution, and delivery of the Credit Agreement and the other Loan Documents, and the transactions contemplated thereby. This opinion letter is being rendered by the Washington, D.C. office of Calderwood & Harkness LLP. The attorneys principally responsible for rendering this opinion are admitted to the practice of law in the Commonwealth of Virginia and are familiar with the statutes, regulations, and judicial and administrative decisions of the Commonwealth of Virginia that are customarily applicable to transactions of the type contemplated by the Credit Agreement and the other Loan Documents.
II. DEFINITIONS AND LOAN DOCUMENTS EXAMINED
A. Defined Terms
Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Credit Agreement. In addition, the following terms shall have the following meanings for purposes of this opinion letter:
"Credit Agreement" means the $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026, among WAL, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender.
"Deed of Trust" means the Deed of Trust, Assignment of Leases and Rents, and Security Agreement dated as of January 30, 2026, granted by WAL encumbering the real property located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170 (the "Virginia Property"), in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, in recordable form for Fairfax County, Virginia.
"Guarantee Agreement" means the Guarantee Agreement dated as of January 30, 2026, by the Subsidiary Guarantors (including WDS) in favor of Prescott National Bank, N.A., as Administrative Agent for the benefit of the Secured Parties.
"Security Agreement" means the Pledge and Security Agreement dated as of January 30, 2026, by WAL and each Subsidiary Guarantor (including WDS) in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties.
"Equity Pledge Agreement" means the Pledge Agreement dated as of January 30, 2026, covering, among other equity interests, 100% of the issued and outstanding capital stock of WDS.
"Virginia UCC Financing Statement" means the UCC-1 Financing Statement filed with the Virginia State Corporation Commission naming WDS as debtor and Prescott National Bank, N.A., as Collateral Agent, as secured party, describing the collateral in the manner set forth in Schedule B hereto.
The Credit Agreement, the Deed of Trust, the Guarantee Agreement, the Security Agreement, the Equity Pledge Agreement, the Virginia UCC Financing Statement, and each other Loan Document to which WAL or WDS is a party are collectively referred to herein as the "Opined Documents."
B. Documents Examined
In rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, instruments, certificates, and records:
1.  Executed copies of each of the Opined Documents, in the forms delivered to the Administrative Agent and the Lenders on the date hereof.
2.  The Certificate of Formation of WAL filed with the Secretary of State of the State of Delaware (DE SOS Filing No. 5738291), together with the Limited Liability Company Agreement of WAL, as amended through the date hereof (collectively, the "WAL Organizational Documents").
3.  The Articles of Incorporation of WDS filed with the Virginia State Corporation Commission (VA SCC Entity ID S3482917), together with the Bylaws of WDS, as amended through the date hereof (collectively, the "WDS Organizational Documents").
4.  A Certificate of Good Standing (Certificate of Existence) for WAL issued by the Virginia State Corporation Commission, dated on or about January 30, 2026, confirming that WAL is registered and in good standing as a foreign limited liability company authorized to transact business in the Commonwealth of Virginia.
5.  A Certificate of Good Standing (Certificate of Existence) for WDS issued by the Virginia State Corporation Commission (SCC Entity ID S3482917), dated on or about January 30, 2026, confirming that WDS is in good standing as a domestic Virginia corporation.
6.  The Officer's and Secretary's Certificate of Gregory Alston, General Counsel and Secretary of WAL, dated January 30, 2026, attaching thereto (a) certified copies of the WAL Organizational Documents, (b) member resolutions duly adopted on January 22, 2026, authorizing the execution, delivery, and performance of the Opined Documents and the consummation of the transactions contemplated thereby, and (c) certificates of incumbency and specimen signatures of the following authorized signatories: Derek Whitmore, Chief Executive Officer; Sandra Petrova, Chief Financial Officer; and Gregory Alston, General Counsel and Secretary.
7.  The Officer's Certificate for WDS dated January 30, 2026, attaching thereto (a) certified copies of the WDS Organizational Documents (VA SCC Entity ID S3482917), (b) resolutions of the Board of Directors of WDS duly adopted on January 22, 2026, authorizing the execution, delivery, and performance by WDS of each Opined Document to which it is a party, and (c) certificates of incumbency and specimen signatures of the authorized signatories of WDS.
8.  A title commitment for the Virginia Property issued by Keystone National Title Services, LLC (Maria Soto, Title Officer), together with copies of all documents referenced as exceptions therein.
9.  The existing Deed of Trust recorded as Instrument No. 2021-035782, recorded March 18, 2021, in the land records of Fairfax County, Virginia, securing the indebtedness under the Existing Facility.
10.  The existing UCC-1 Financing Statement filed with the Virginia State Corporation Commission, File No. 210315-00489, filed in connection with the Existing Facility (to be terminated in connection with the payoff of the Existing Facility on the date hereof).
11.  Results of UCC lien searches conducted with the Virginia State Corporation Commission against WDS (SCC Entity ID S3482917), dated January 28, 2026.
12.  Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.
III. ASSUMPTIONS
In rendering the opinions set forth herein, we have, with your consent, relied upon the following assumptions, without independent investigation or verification:
(a) All signatures on documents and instruments examined by us (other than the signatures of WAL and WDS and their respective authorized signatories) are genuine, and all documents submitted to us as originals are authentic and complete.
(b) All documents submitted to us as copies, whether certified or otherwise, conform to the originals thereof, and all such originals are authentic and complete.
(c) Each natural person who has executed any of the Opined Documents or any document examined by us in connection herewith had, at the time of execution, the legal capacity to do so.
(d) Each party to each of the Opined Documents (other than WAL, to the extent of its qualification to transact business in the Commonwealth of Virginia, and WDS, as a Virginia corporation, in each case as to which we opine below) is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of organization or formation, and has the organizational power and authority to execute, deliver, and perform each Opined Document to which it is a party.
(e) Each of the Opined Documents has been duly authorized, executed, and delivered by each party thereto other than WAL and WDS.
(f) The Credit Agreement and each of the Opined Documents constitutes a legal, valid, and binding obligation of each party thereto other than WAL and WDS, enforceable against each such party in accordance with its terms, subject to standard enforceability qualifications similar to the Enforceability Qualifications set forth in Section V below.
(g) The laws of the State of New York govern the Credit Agreement, the Guarantee Agreement, the Security Agreement, and the Equity Pledge Agreement, and such choice of law is valid and enforceable under all applicable conflict of laws principles. We express no opinion on the laws of the State of New York, which are addressed by the Primary Opinion.
(h) All certificates, resolutions, and factual representations delivered to us by officers, managers, members, or directors of WAL and WDS, including the Officer's Certificate of Gregory Alston dated January 30, 2026, and the Officer's Certificate for WDS dated January 30, 2026, are accurate, complete, and truthful in all material respects as of the date hereof.
(i) No event has occurred since the respective dates of the certificates of good standing issued by the Virginia State Corporation Commission for WAL and WDS that would adversely affect the good standing or qualification of WAL or WDS in the Commonwealth of Virginia, and neither WAL nor WDS has taken any action to dissolve, withdraw its qualification to transact business, or otherwise terminate its existence under Virginia law.
IV. OPINIONS
Based upon the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:
4.1 Entity Status — WAL (Virginia Qualification)
WAL is a limited liability company duly formed and validly existing under the laws of the State of Delaware. WAL is duly qualified as a foreign limited liability company and is in good standing under the laws of the Commonwealth of Virginia, as evidenced by the Certificate of Good Standing (Certificate of Existence) issued by the Virginia State Corporation Commission dated on or about January 30, 2026. WAL has the requisite limited liability company power and authority under Virginia law to own, lease, and operate its properties located in the Commonwealth of Virginia, including the Virginia Property located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170, and to carry on its business as presently conducted in the Commonwealth of Virginia.
4.2 Entity Status — WDS (Virginia Corporation)
WDS is a corporation duly incorporated, validly existing, and in good standing under the laws of the Commonwealth of Virginia, as evidenced by the Certificate of Good Standing (Certificate of Existence) issued by the Virginia State Corporation Commission (SCC Entity ID S3482917) dated on or about January 30, 2026. WDS has the requisite corporate power and authority under Virginia law to own, lease, and operate its properties located in the Commonwealth of Virginia and to carry on its business as presently conducted therein, including the operation of its classified programs office at 2400 Centennial Tower Drive, Suite 750, Herndon, Virginia 20170. WDS has the corporate power and authority to execute, deliver, and perform its obligations under each Opined Document to which it is a party, including, without limitation, the Guarantee Agreement and the Security Agreement.
4.3 Authorization — WAL (Virginia Law Matters)
The execution, delivery, and performance by WAL of the Deed of Trust and each other Opined Document to which it is a party have been duly authorized by all necessary limited liability company action on the part of WAL, including the member resolutions duly adopted on January 22, 2026, as certified to us in the Officer's and Secretary's Certificate of Gregory Alston dated January 30, 2026. No further limited liability company action on the part of WAL is required in connection with the execution, delivery, or performance of such Opined Documents. The Deed of Trust has been duly executed and delivered by WAL.
4.4 Authorization — WDS
The execution, delivery, and performance by WDS of each Opined Document to which it is a party (including, without limitation, the Guarantee Agreement and the Security Agreement) have been duly authorized by all necessary corporate action on the part of WDS, including resolutions of the Board of Directors of WDS duly adopted on January 22, 2026, as certified to us in the Officer's Certificate for WDS dated January 30, 2026. No further corporate action on the part of WDS or its stockholders is required in connection with the execution, delivery, or performance of such Opined Documents. Each such Opined Document has been duly executed and delivered by WDS.
4.5 No Conflicts — Virginia Law
The execution, delivery, and performance by WAL and WDS of the Opined Documents to which each is a party, and compliance by WAL and WDS with the terms and provisions thereof, do not and will not:
(a) violate the Articles of Incorporation or Bylaws of WDS, or the organizational documents of WAL to the extent governed by the laws of the Commonwealth of Virginia;
(b) violate any statute, rule, or regulation of the Commonwealth of Virginia applicable to WAL or WDS that, in our experience, is customarily applicable to transactions of the type contemplated by the Credit Agreement and the other Opined Documents, including the Virginia Stock Corporation Act (Title 13.1, Chapter 9 of the Code of Virginia), the Virginia Limited Liability Company Act (Title 13.1, Chapter 12 of the Code of Virginia), and Title 8.9A of the Code of Virginia (Virginia Uniform Commercial Code — Secured Transactions); or
(c) result in a breach of, or constitute a default under, any order, judgment, writ, injunction, or decree of any court or governmental authority of the Commonwealth of Virginia known to us and binding upon WAL or WDS or any of their respective properties or assets.
4.6 Enforceability of the Deed of Trust — Virginia Property
The Deed of Trust constitutes a legal, valid, and binding obligation of WAL, enforceable against WAL in accordance with its terms under the laws of the Commonwealth of Virginia, subject to the Enforceability Qualifications set forth in Section V below. The Deed of Trust is in proper form for recording in the land records of Fairfax County, Virginia, and complies in all material respects with the applicable requirements of the Code of Virginia for instruments to be recorded in the office of the Clerk of the Circuit Court of Fairfax County, Virginia, including the requirements of Virginia Code §§ 55.1-300 et seq. and Virginia Code § 17.1-223.
Upon recording in the Clerk's Office of the Circuit Court of Fairfax County, Virginia, the Deed of Trust will create a valid lien on and security interest in the Virginia Property (being the real property and improvements located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170, more particularly described in Schedule A hereto, with an appraised value of $32,000,000) in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. The assignment of leases and rents contained in the Deed of Trust is enforceable under Virginia law, subject to the Enforceability Qualifications set forth in Section V below and to the provisions of Virginia Code § 55.1-321 regarding the enforceability of assignments of rents.
We note that the existing Deed of Trust recorded as Instrument No. 2021-035782 on March 18, 2021, in the land records of Fairfax County, Virginia, currently encumbers the Virginia Property and secures the indebtedness under the Existing Facility. Upon the payoff of the Existing Facility (the estimated payoff amount of which is $169,312,500 as of the date hereof) and the recording of the appropriate release, reconveyance, or certificate of satisfaction in the land records of Fairfax County, Virginia, the new Deed of Trust will encumber the Virginia Property free and clear of the lien of such existing deed of trust. We express no opinion on the priority of the lien of the new Deed of Trust relative to any other liens, encumbrances, easements, or other matters of record, which is a matter for determination by the title insurer, Keystone National Title Services, LLC (Maria Soto, Title Officer), in connection with the issuance of its title insurance policy.
4.7 Perfection of Security Interests — Virginia UCC
The filing of the Virginia UCC Financing Statement with the Virginia State Corporation Commission naming WDS (a Virginia corporation, SCC Entity ID S3482917) as debtor and Prescott National Bank, N.A., as Collateral Agent, as secured party, is effective under Article 9 of the Virginia Uniform Commercial Code (Title 8.9A of the Code of Virginia) to perfect the security interest of the Collateral Agent in those categories of personal property of WDS in which a security interest may be perfected by the filing of a financing statement under the Virginia UCC, to the extent that such personal property constitutes "Collateral" as defined in the Security Agreement.
The Commonwealth of Virginia is the proper jurisdiction for filing a UCC-1 financing statement against WDS because WDS is organized under the laws of the Commonwealth of Virginia. Under Virginia UCC § 8.9A-301(1), the local law of the jurisdiction where the debtor is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Under Virginia UCC § 8.9A-307, a registered organization that is organized under the law of a state is located in that state. Accordingly, because WDS is a corporation organized and existing under the laws of the Commonwealth of Virginia, it is "located" in the Commonwealth of Virginia for purposes of Article 9 of the Virginia UCC, and the filing of the Virginia UCC Financing Statement with the Virginia State Corporation Commission is the appropriate method to perfect a security interest by filing in the personal property of WDS.
We note that WAL, Whitmore Propulsion Systems, Inc. ("WPS"), Whitmore Avionics Holdings, Inc. ("WAH"), and Whitmore Precision Manufacturing, LLC ("WPM") are each organized under the laws of the State of Delaware, and accordingly UCC-1 financing statements against those entities are properly filed with the Office of the Secretary of State of the State of Delaware, as addressed in the Primary Opinion. The Virginia UCC filing that is the subject of this opinion addresses only WDS as debtor.
The filing of a UCC-3 Termination Statement with the Virginia State Corporation Commission with respect to the existing UCC-1 Financing Statement, File No. 210315-00489 (filed in connection with the Existing Facility), will terminate the effectiveness of such prior filing upon the payoff of the Existing Facility. We understand that the UCC-3 Termination Statement has been authorized and will be filed contemporaneously with the closing of the transactions contemplated by the Credit Agreement.
4.8 No Governmental Approvals Required Under Virginia Law
No consent, approval, authorization, or order of, and no notice to, filing with, registration with, or qualification with, any governmental authority, agency, commission, board, bureau, court, or instrumentality of the Commonwealth of Virginia or any political subdivision thereof is required in connection with the execution, delivery, or performance by WAL or WDS of any Opined Document, or the consummation by WAL or WDS of the transactions contemplated thereby, except for:
(a) the recording of the Deed of Trust in the land records of Fairfax County, Virginia, in the Clerk's Office of the Circuit Court of Fairfax County, Virginia, and the payment of the associated recording taxes and fees applicable thereto under Virginia Code §§ 58.1-801 et seq.;
(b) the filing of the Virginia UCC Financing Statement with the Virginia State Corporation Commission and the payment of the associated filing fees applicable thereto; and
(c) such consents, approvals, authorizations, registrations, or filings as have been obtained or made prior to the date hereof.
V. ENFORCEABILITY QUALIFICATIONS
The opinions set forth in Section IV hereof are subject to the following qualifications (collectively, the "Enforceability Qualifications"):
(a) The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect affecting the enforcement of creditors' rights and remedies generally, including, without limitation, the provisions of the United States Bankruptcy Code (Title 11, United States Code), as amended, and the Virginia statutes relating to assignments for the benefit of creditors and fraudulent conveyances and transfers.
(b) The effect of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), including, without limitation, principles of commercial reasonableness, good faith and fair dealing, unconscionability, impracticability, and the discretion of the court before which any proceeding therefor may be brought, including the discretion to deny specific performance or other equitable remedies.
(c) The possible unenforceability under certain circumstances of provisions imposing penalties, forfeitures, increased interest rates, or liquidated damages upon delinquency in payment or the occurrence of a default, to the extent that such provisions are deemed to constitute unenforceable penalties rather than reasonable estimates of anticipated harm.
(d) The possible unavailability of specific performance, injunctive relief, or other equitable remedies, which remedies are subject to the discretion of the court before which any proceeding therefor may be brought.
(e) Virginia statutory provisions relating to the exercise of the power of sale under a deed of trust, including, without limitation, the provisions of Virginia Code §§ 55.1-300 et seq. governing foreclosure procedures, notice requirements (including, without limitation, Virginia Code § 55.1-320 et seq. relating to notice of foreclosure sales), the conduct of foreclosure sales, the rights of redemption, and the availability of deficiency judgments, as well as any regulations promulgated by the Virginia State Corporation Commission or other Virginia governmental authorities relating thereto.
(f) The effect of Virginia usury laws on the interest rate and default rate provisions of the Opined Documents, to the extent that such provisions are not preempted by applicable federal law. We note that Prescott National Bank, N.A., as a national banking association chartered under the National Bank Act, may be entitled to charge interest at the rate permitted by the laws of the state where it is located (or the rate of one percent in excess of the discount rate on ninety-day commercial paper in effect at the Federal Reserve bank in the Federal Reserve district where the bank is located, whichever is greater) pursuant to 12 U.S.C. § 85, and the applicability of the Virginia usury statutes to the interest rate charged by the Administrative Agent and the Lenders under the Credit Agreement may accordingly be preempted by such federal law. We express no opinion as to the scope or applicability of such federal preemption.
VI. LIMITATIONS AND QUALIFICATIONS
In addition to the Enforceability Qualifications set forth in Section V above, the opinions set forth herein are subject to the following limitations and qualifications:
(a) This opinion letter is limited solely to the laws of the Commonwealth of Virginia 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 laws of the State of Delaware, the federal laws of the United States (except to the limited extent expressly noted herein), or the laws of the State of Alabama or the State of Kansas. The laws of the State of New York and the State of Delaware are addressed in the Primary Opinion of Calderwood & Harkness LLP (New York office) of even date hereof. The laws of the State of Alabama are addressed in the separate supplemental local counsel opinion of Overstreet & Hawkins LLP of even date hereof. The laws of the State of Kansas are addressed in the separate supplemental local counsel opinion of Bartley Predding LLP of even date hereof.
(b) We express no opinion regarding federal or state securities laws, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Virginia Securities Act (Virginia Code §§ 13.1-501 et seq.).
(c) We express no opinion regarding any federal, state, or local tax laws, including, without limitation, the Internal Revenue Code of 1986, as amended, and the Virginia income tax, sales tax, recordation tax, or other tax statutes, except to the extent that we have opined on the obligation to pay recording taxes and fees in connection with the recording of the Deed of Trust.
(d) We express no opinion regarding the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any other federal or state law or regulation relating to employee benefit plans, pension funds, or similar arrangements.
(e) We express no opinion regarding any federal, state, or local environmental laws, rules, or regulations, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), or any Virginia environmental statutes. We understand that environmental site assessments with respect to the Virginia Property are being conducted by Creston Environmental Sciences, Inc., and we express no opinion on the findings or conclusions of such assessments or their impact on the Opined Documents or the transactions contemplated thereby.
(f) We express no opinion regarding any federal or state antitrust or competition laws.
(g) We express no opinion regarding classified information, national security matters, or any matters relating to facility security clearances, the Committee on Foreign Investment in the United States ("CFIUS"), foreign ownership, control, or influence ("FOCI") regulations, or the National Industrial Security Program Operating Manual ("NISPOM"), except to note that WDS holds classified contracts with the United States Department of Defense and operates under a facility security clearance at its office located at 2400 Centennial Tower Drive, Suite 750, Herndon, Virginia 20170. Any restrictions, limitations, or prohibitions on the pledge, assignment, transfer, or encumbrance of any contract rights, receivables, or other assets of WDS arising from or relating to such classified contracts or from the Assignment of Claims Act (41 U.S.C. § 6305) are expressly excluded from the scope of this opinion and are addressed as "Excluded Assets" under Section 1.01 and Schedule I of the Security Agreement. We have not independently verified the scope or applicability of any such restrictions and express no opinion thereon.
(h) We express no opinion on the priority of any lien or security interest created by or arising under any of the Opined Documents. The priority of liens on real property is a matter for determination by the title insurer, Keystone National Title Services, LLC, in connection with the issuance of its title insurance policy for the Virginia Property. The priority of security interests in personal property is a matter for determination based upon UCC search results and analysis of the applicable provisions of Article 9 of the Virginia UCC, which analysis is beyond the scope of this opinion.
(i) We express no opinion regarding zoning, land use, subdivision, building code, or other similar regulatory compliance with respect to the Virginia Property. We have not examined the zoning or land use classification of the Virginia Property and express no opinion as to whether the current use of the Virginia Property complies with applicable zoning ordinances, special use permits, or building codes of Fairfax County, Virginia, or the Town of Herndon, Virginia.
(j) We express no opinion regarding the effect of any pending or threatened litigation on the validity, enforceability, or binding nature of any of the Opined Documents or the transactions contemplated thereby. We have not conducted any inquiry or investigation into the existence of any pending or threatened litigation against WAL, WDS, or any other party to any Opined Document, and we have relied solely on the representations of the officers of WAL and WDS as set forth in the certificates delivered to us.
VII. RELIANCE AND OTHER MATTERS
This opinion letter is rendered solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents and may not be quoted, relied upon, or otherwise used by any other person or entity without our prior written consent, except that:
(a) any permitted assignee of a Lender's interest under the Credit Agreement (whether by assignment or participation, in each case pursuant to and in accordance with the form of Assignment and Assumption Agreement attached as Exhibit D to the Credit Agreement and Section 10.07 thereof) may rely on this opinion letter as if it were an original addressee hereof, provided that such permitted assignee shall be deemed to have accepted the assumptions, qualifications, limitations, and exceptions set forth herein; and
(b) Caldwell Pryor & Shea LLP, as counsel to the Administrative Agent (file reference PNB-WAL-2025-1130), may rely on this opinion letter in connection with its own opinions and advice to the Administrative Agent relating to the transactions contemplated by the Credit Agreement and the other Loan Documents.
This opinion letter is given as of the date hereof, and we assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention, or any changes in applicable law (whether by legislative action, judicial decision, regulatory action, or otherwise) that may hereafter occur, even though such facts, circumstances, or changes may affect the opinions expressed herein. This opinion letter speaks solely as of the date hereof.
This opinion letter is delivered in connection with Calderwood & Harkness LLP Matter No. 1019-00002.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Philip Hartmann
Title: Partner
Calderwood & Harkness LLP 1200 New Hampshire Avenue NW, Suite 600 Washington, DC 20036
SCHEDULE A
DESCRIPTION OF THE VIRGINIA PROPERTY
The real property encumbered by the Deed of Trust is located at the following address and is more particularly described by the legal description set forth below:
Street Address: 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170
County: Fairfax County, Virginia
Tax Map Reference No.: 0161-01-0025A
Legal Description:
ALL that certain lot or parcel of land, together with all improvements, rights, privileges, easements, and appurtenances thereunto belonging, situate, lying, and being in Fairfax County, Commonwealth of Virginia, and being more particularly described as follows:
Beginning at an iron pin found in the westerly right-of-way line of Centennial Tower Drive (80-foot right-of-way), said pin being the southeast corner of Lot 25A as shown on the plat entitled "Plat of Subdivision, Herndon Corporate Park, Section 3," recorded in Deed Book 11824, Page 1437, among the land records of Fairfax County, Virginia;
thence along the westerly right-of-way line of Centennial Tower Drive, South 15°28'30" West, a distance of 425.00 feet to an iron pin set; thence departing said right-of-way line, North 74°31'30" West, a distance of 312.50 feet to an iron pin set; thence North 15°28'30" East, a distance of 425.00 feet to an iron pin found; thence South 74°31'30" East, a distance of 312.50 feet to the point of beginning.
Containing 3.05 acres, more or less, as shown on the plat of survey prepared by Dominion Surveying Associates, P.C. (James R. Thornton, VA LS No. 3187), dated November 15, 2020, recorded in Deed Book 26403, Page 892, among the land records of Fairfax County, Virginia.
BEING the same property conveyed to Whitmore Aerospace LLC, a Delaware limited liability company, by deed from Centennial Tower Holdings, LLC, a Virginia limited liability company, dated March 12, 2021, recorded March 18, 2021, as Instrument No. 2021-035780 among the land records of Fairfax County, Virginia.
Appraised Value: $32,000,000
SCHEDULE B
VIRGINIA UCC FILING DETAILS
The following sets forth the details of the Virginia UCC Financing Statement referenced in this opinion letter:
Existing UCC Filing to Be Terminated:
Item | Detail
Filing Office | Virginia State Corporation Commission, Richmond, Virginia
Type of Filing | UCC-1 Financing Statement
Debtor Name | Whitmore Defense Solutions, Inc.
Debtor Jurisdiction of Organization | Commonwealth of Virginia
Debtor SCC Entity ID | S3482917
Debtor Mailing Address | 2400 Centennial Tower Drive, Suite 750, Herndon, Virginia 20170
Secured Party Name | Prescott National Bank, N.A., as Collateral Agent
Secured Party Mailing Address | 550 South Tryon Street, Charlotte, NC 28202
Collateral Description | All personal property of the Debtor, whether now owned or hereafter acquired, including, without limitation, all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles (including payment intangibles and software), goods, instruments, inventory, investment property, letter-of-credit rights, money, and proceeds and products of any and all of the foregoing, in each case as such terms are defined in the Virginia Uniform Commercial Code (Title 8.9A of the Code of Virginia), subject to the exclusions set forth in the Security Agreement (including Excluded Assets as defined therein).
Filing Date | January 30, 2026
Item | Detail
Filing Office | Virginia State Corporation Commission, Richmond, Virginia
Existing UCC-1 File Number | 210315-00489
Original Filing Date | March 15, 2021
Debtor | Whitmore Defense Solutions, Inc.
Secured Party | (Existing lender under the Existing Facility)
Termination | To be terminated by filing of UCC-3 Termination Statement upon payoff of the Existing Facility