opinion-of-issuers-counsel.docx

1021-00002 · Verimark Hospitality Group · Closing

opinion-of-issuers-counsel.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP One Liberty Plaza, 45th Floor New York, NY 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

June 25, 2024

Kensington Barrow & Co. as Representative of the Initial Purchasers 399 Park Avenue, 22nd Floor New York, NY 10022

Ridgeline Capital Markets LLC 200 Vesey Street, 35th Floor New York, NY 10281

Stonebridge Marvelo Securities Inc. 600 Lexington Avenue, 18th Floor New York, NY 10022

Fidelitas Trust Company, N.A., as Trustee 100 Wall Street, Suite 1500 New York, NY 10005

Re: $500,000,000 Aggregate Principal Amount of 8.250% Senior Notes due 2031 issued by Verimark Hospitality Group Inc.

Ladies and Gentlemen:

1. Introduction

We have acted as counsel to Verimark Hospitality Group Inc., a corporation duly incorporated under the laws of the State of Delaware (the "Issuer" or "VHG"), in connection with the issuance and sale by VHG of $500,000,000 aggregate principal amount of its 8.250% Senior Notes due 2031 (the "Notes") pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). This opinion letter is delivered to you pursuant to Section 7(a) of the Purchase Agreement dated June 18, 2024 (the "Purchase Agreement") among the Issuer, the Guarantors named therein, and Kensington Barrow & Co., as representative (the "Representative") of the several initial purchasers named in Schedule I thereto (collectively, the "Initial Purchasers").

The Notes are being issued on the date hereof pursuant to an Indenture dated as of the date hereof (as defined below) among the Issuer, the Guarantors identified below, and Fidelitas Trust Company, N.A., as trustee (the "Trustee"). The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of the following subsidiaries of VHG (each, a "Guarantor" and, collectively, the "Guarantors"):

(i) Verimark Resort Holdings LLC, a limited liability company organized under the laws of the State of Delaware;

(ii) VHG Properties Inc., a corporation incorporated under the laws of the State of Delaware;

(iii) Bayshore Hotel Management LLC, a limited liability company organized under the laws of the State of Florida;

(iv) Verimark Capital Holdings LLC, a limited liability company organized under the laws of the State of Delaware; and

(v) Pinnacle Lodging Enterprises Inc., a corporation incorporated under the laws of the State of Delaware.

The Issuer and the Guarantors are hereinafter collectively referred to as the "Transaction Parties."

2. Documents Examined

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

(1) The Indenture dated as of June 25, 2024 (the "Indenture") among the Issuer, the Guarantors, and Fidelitas Trust Company, N.A., as Trustee;

(2) The 8.250% Senior Notes due 2031 in the aggregate principal amount of $500,000,000 issued on the date hereof (the "Notes"), including the Form of Global Note (144A) (CUSIP 923847 AA 5; ISIN US923847AA52) attached as Exhibit A-1 to the Indenture and the Form of Global Note (Regulation S) (CUSIP U92384 AA 8; ISIN USU92384AA83) attached as Exhibit A-2 to the Indenture;

(3) The Subsidiary Guarantees (the "Guarantees") set forth in Article 10 of the Indenture and the Guarantor Joinder Agreements dated June 25, 2024 executed by each Guarantor;

(4) The Purchase Agreement dated June 18, 2024 among the Issuer, the Guarantors, and Kensington Barrow & Co., as Representative of the Initial Purchasers (including Ridgeline Capital Markets LLC and Stonebridge Marvelo Securities Inc.);

(5) The Registration Rights Agreement dated June 25, 2024 (the "Registration Rights Agreement") among the Issuer, the Guarantors, and the Initial Purchasers;

(6) The Escrow Agreement dated June 18, 2024 among the Issuer, Kensington Barrow & Co. (as Representative of the Initial Purchasers), and Fidelitas Trust Company, N.A. (as Escrow Agent); and

(7) The Final Offering Memorandum dated June 18, 2024 (the "Offering Memorandum"), including the documents incorporated by reference therein.

Items (1) through (6) above are hereinafter collectively referred to as the "Transaction Documents."

In addition to the foregoing Transaction Documents and the Offering Memorandum, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of the following:

(a) The Amended and Restated Certificate of Incorporation of VHG, as filed with the Secretary of State of the State of Delaware, as currently in effect;

(b) The Amended and Restated Bylaws of VHG, as currently in effect;

(c) The certificates of formation or certificates of incorporation, as applicable, and the limited liability company agreements or bylaws, as applicable, of each Guarantor, each as currently in effect;

(d) Resolutions of the Board of Directors of VHG adopted at a meeting duly convened and held on June 14, 2024, authorizing the issuance and sale of the Notes, the execution, delivery, and performance of the Transaction Documents, and related matters;

(e) Resolutions of the board of directors or managers, as applicable, of each Guarantor adopted on June 14, 2024, authorizing the execution, delivery, and performance of the Transaction Documents to which such Guarantor is a party, including the Guarantees;

(f) A certificate of good standing for VHG issued by the Secretary of State of the State of Delaware dated June 20, 2024;

(g) Certificates of good standing (or the equivalent) for each Guarantor issued by the Secretary of State of the State of Delaware or the Department of State of the State of Florida, as applicable, each dated June 20, 2024;

(h) The Officer's Certificate of VHG dated June 25, 2024, executed by Patricia R. Henning, Chief Financial Officer, and David K. Moretti, General Counsel, certifying as to certain factual matters relevant to the opinions expressed herein;

(i) The Secretary's Certificate of VHG dated June 25, 2024, executed by David K. Moretti, Secretary, certifying as to the incumbency of the officers of VHG executing the Transaction Documents, the authenticity of the charter documents of VHG and each Guarantor, and the adoption and continuing effectiveness of the authorizing resolutions referenced above; and

(j) Such other documents, corporate records, certificates of public officials and officers of VHG and the Guarantors, and other instruments as we have deemed necessary or appropriate for the purposes of the opinions expressed herein.

3. Assumptions

In rendering the opinions set forth herein, we have, with your consent, made the following assumptions, without independent verification:

(a) All signatures on all documents examined by us 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 in all material respects to the originals thereof, and all such originals are authentic and complete.

(c) Each natural person executing any document examined by us had, at the time of such execution, the legal capacity to do so.

(d) The Transaction Documents have been duly authorized, executed, and delivered by each party thereto other than the Transaction Parties, including each of the Initial Purchasers and the Trustee.

(e) The Trustee has duly accepted the trusts created under the Indenture in accordance with the terms thereof, and the Trustee has all requisite power, authority, and legal right to act as trustee under the Indenture.

(f) Each party to the Transaction Documents other than the Transaction Parties (including each of the Initial Purchasers and the Trustee) has the corporate or other organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party, and such execution, delivery, and performance by each such party have been duly authorized by all necessary action.

(g) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), to the extent applicable, or is exempt from qualification under Section 304(a)(9) thereof by reason of the 144A offering structure pursuant to which the Notes are being offered and sold.

(h) The factual matters set forth in the Officer's Certificate dated June 25, 2024 executed by Patricia R. Henning (Chief Financial Officer) and David K. Moretti (General Counsel) and the Secretary's Certificate dated June 25, 2024 executed by David K. Moretti (Secretary) are true and correct in all material respects as of the date hereof.

(i) VHG's Employer Identification Number is 84-3291057. VHG is publicly traded on The Nasdaq Stock Market LLC under the ticker symbol "VMRK" and has a Central Index Key (CIK) number of 0001847293 with the Securities and Exchange Commission (the "SEC").

(j) There are no agreements, understandings, or arrangements, whether oral or written, among the parties to the Transaction Documents that would modify or supplement the terms of the Transaction Documents as executed and delivered.

We have not independently verified any of the foregoing assumptions or the factual matters upon which this opinion is based. To the extent that the opinions expressed herein depend upon the satisfaction of any condition or the performance of any act, we have assumed that such condition has been satisfied and such act has been duly performed.

4. Opinions

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

4.1 Due Organization and Good Standing

VHG is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Based on the good standing certificates described in Section 2 above, each dated June 20, 2024, each of the following Guarantors is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of formation:

(i) Verimark Resort Holdings LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware;

(ii) VHG Properties Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware;

(iii) Bayshore Hotel Management LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Florida;

(iv) Verimark Capital Holdings LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware; and

(v) Pinnacle Lodging Enterprises Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.

Our opinions with respect to the good standing of VHG and each Guarantor are based solely on certificates of good standing (or the equivalent) issued by the applicable Secretary of State or Department of State dated June 20, 2024, and such opinions speak only as of the dates of such certificates.

4.2 Corporate Power and Authority

VHG has the corporate power and authority to execute, deliver, and perform its obligations under each Transaction Document to which it is a party, including the Indenture, the Notes, the Purchase Agreement, the Registration Rights Agreement, and the Escrow Agreement, and to consummate the transactions contemplated thereby, including the issuance and sale of the Notes. Each Guarantor has the corporate or limited liability company power and authority, as applicable, to execute, deliver, and perform its obligations under each Transaction Document to which it is a party, including the Indenture (including the Guarantees set forth in Article 10 thereof), the Guarantor Joinder Agreements, and the Registration Rights Agreement, and to consummate the transactions contemplated thereby.

4.3 Due Authorization

The execution, delivery, and performance by VHG of the Transaction Documents to which it is a party, and the issuance, sale, and delivery of the Notes by VHG, have been duly authorized by all necessary corporate action on the part of VHG, including resolutions duly adopted by the Board of Directors of VHG at a meeting duly convened and held on June 14, 2024, which meeting was chaired by Eleanor M. Vasquez, Chairman of the Board. No stockholder approval was required in connection with any of the foregoing. Such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.

The execution, delivery, and performance by each Guarantor of the Transaction Documents to which such Guarantor is a party, including the Guarantees set forth in Article 10 of the Indenture and the Guarantor Joinder Agreements, have been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Guarantor, including resolutions duly adopted by the board of directors or managers, as applicable, of each Guarantor on June 14, 2024. Such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.

4.4 Execution and Delivery

Each Transaction Document has been duly executed and delivered by VHG and by each Guarantor that is a party thereto. The Notes have been duly executed by VHG in accordance with the Indenture, have been duly authenticated by the Trustee in accordance with the terms of the Indenture, and have been delivered to the Initial Purchasers in accordance with the terms of the Indenture and the Purchase Agreement against payment of the purchase price therefor as specified in the Purchase Agreement.

4.5 Enforceability. Each Transaction Document constitutes a legal, valid, and binding obligation of VHG and each Guarantor that is a party thereto, enforceable against VHG and such Guarantor in accordance with its respective terms, except as such enforceability may be limited by:

(a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws relating to or affecting creditors' rights generally as from time to time in effect; and

(b) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the discretion of the court before which any proceeding therefor may be brought.

We further note that the enforceability of certain remedial provisions of the Transaction Documents, including provisions relating to indemnification, contribution, or exculpation, may be limited by applicable law and public policy considerations.

The Guarantees set forth in Article 10 of the Indenture and in the Guarantor Joinder Agreements constitute legal, valid, and binding obligations of each Guarantor party thereto, enforceable against such Guarantor in accordance with their respective terms, subject to the same qualifications and limitations set forth in clauses (a) and (b) of this Section 4.5.

4.6 No Conflicts

The execution, delivery, and performance by VHG and each Guarantor of the Transaction Documents to which it is a party, the issuance and sale of the Notes by VHG, and the consummation of the transactions contemplated by the Transaction Documents do not and will not:

(a) violate, conflict with, or result in a breach of, or constitute a default under, or result in the creation of any lien upon any property or assets of VHG or any Guarantor pursuant to, or require any consent under (i) the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of VHG or (ii) the certificate of formation or certificate of incorporation, as applicable, or the limited liability company agreement or bylaws, as applicable, of any Guarantor;

(b) violate any federal or New York statute, rule, or regulation applicable to VHG or any Guarantor that, in our experience, is normally applicable to transactions of the type contemplated by the Transaction Documents (without our having made any special investigation as to the applicability of any specific law, rule, or regulation); or

(c) result in a violation of any order, judgment, injunction, award, or decree of any court or governmental authority known to us and specifically binding on VHG or any Guarantor or any of their respective properties or assets.

Our opinion in this Section 4.6 does not address (i) compliance with state securities or "blue sky" laws of any jurisdiction, (ii) anti-fraud provisions of federal or state securities laws (which are addressed separately in our 10b-5 negative assurance letter of even date herewith), (iii) local laws of jurisdictions other than the State of New York and the federal laws of the United States, or (iv) any contractual obligations of VHG or any Guarantor other than the Transaction Documents and VHG's charter documents referenced above.

4.7 No Registration Required Under the Securities Act

Assuming (i) the accuracy of the representations and warranties of the Issuer and the Guarantors in the Purchase Agreement with respect to the offering of the Notes, (ii) the accuracy of the representations and warranties of the Initial Purchasers in the Purchase Agreement with respect to the offering and resale of the Notes, and (iii) compliance by the Issuer, the Guarantors, and the Initial Purchasers with the offering restrictions and procedures set forth in the Purchase Agreement and the Offering Memorandum, the offer and sale of the Notes by the Issuer to the Initial Purchasers, and the initial resale of the Notes by the Initial Purchasers:

(a) in the United States to persons who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs"), in reliance on the exemption from registration provided by Rule 144A under the Securities Act; and

(b) outside the United States to persons who are not "U.S. persons" (as defined in Regulation S under the Securities Act) in "offshore transactions" (as defined in Regulation S under the Securities Act), in reliance on the exemption from registration provided by Regulation S under the Securities Act,

are exempt from the registration requirements of Section 5 of the Securities Act, and it is not necessary in connection with the offer, sale, and delivery of the Notes in the manner contemplated by the Purchase Agreement and the Offering Memorandum to register the Notes under the Securities Act.

We note, however, that VHG has certain obligations under the Registration Rights Agreement dated June 25, 2024 to (i) file a registration statement with the SEC with respect to an offer to exchange the Notes for registered notes having terms substantially identical to the Notes (or, in certain circumstances, a shelf registration statement covering resales of the Notes) within 180 days of the closing date (i.e., by January 4, 2025) and (ii) cause such registration statement to become effective within 365 days of the closing date (i.e., by July 8, 2025). We express no opinion as to whether such obligations will be satisfied.

4.8 No Governmental Approvals

No consent, approval, authorization, order, registration, filing, or qualification of or with any federal or New York State governmental agency, authority, body, or court is required for the execution, delivery, and performance by VHG or any Guarantor of the Transaction Documents to which it is a party, or for the offer and sale of the Notes as contemplated by the Transaction Documents, except:

(a) such as have already been obtained or made and are in full force and effect as of the date hereof;

(b) such as may be required under state securities or "blue sky" laws in connection with the purchase and resale of the Notes by the Initial Purchasers (as to which we express no opinion); and

(c) any filings required to be made under the Securities Exchange Act of 1934, as amended (as to which we express no opinion in this letter).

4.9 Investment Company Act

VHG is not, and immediately after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Offering Memorandum, will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), or subject to regulation under the Investment Company Act. In reaching this conclusion, we have considered the description in the Offering Memorandum of VHG's intended use of the net proceeds of the offering, including the application of approximately $473,886,714.10 of such proceeds to repay outstanding borrowings under VHG's existing senior secured credit facility (the "Existing Credit Facility"), approximately $6,863,285.90 to pay fees and expenses related to the offering and the transactions contemplated thereby, and the retention of approximately $3,000,000.00 for general corporate purposes.

We further note that VHG's primary business consists of the ownership, operation, and management of 47 full-service hotels and 12 resort properties located across 19 states of the United States and the U.S. Virgin Islands, comprising approximately 18,400 guest rooms in the aggregate. VHG is primarily engaged in an operating company business and is not primarily engaged in the business of investing, reinvesting, owning, holding, or trading in securities within the meaning of Section 3(a)(1) of the Investment Company Act.

4.10 Choice of Law

The choice of the laws of the State of New York as the governing law of each of the Indenture, the Notes, the Purchase Agreement, the Registration Rights Agreement, and the Escrow Agreement constitutes a valid choice of law under Section 5-1401 of the New York General Obligations Law. A court of the State of New York and a federal court sitting in the State of New York would honor such choice-of-law provisions, provided that, in each case, no overriding public policy of the State of New York or the United States exists that would prevent the application of New York law.

5. Qualifications and Limitations

The opinions set forth in Section 4 above are subject to the following qualifications and limitations:

5.1 Jurisdictional Limitation

The opinions expressed herein are limited in all respects to the laws of the State of New York, the General Corporation Law of the State of Delaware (the "DGCL"), the Delaware Limited Liability Company Act (the "DLLCA"), the Florida Revised Limited Liability Company Act (as applicable to Bayshore Hotel Management LLC), and the federal laws of the United States of America, in each case as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, and we assume no obligation to advise you of any changes in, or any new interpretations of, any applicable law occurring after the date hereof.

5.2 Bankruptcy and Equitable Qualification

As noted in Section 4.5, all opinions expressed herein as to enforceability are subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws relating to or affecting creditors' rights generally as from time to time in effect and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), including concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies. We call your attention to the fact that the foregoing qualification is a customary one included in legal opinions of this nature and is not intended to suggest that any Transaction Document is in fact unenforceable in whole or in part.

5.3 Specific Limitations

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

(a) Tax matters of any kind, including but not limited to federal, state, or local income, excise, withholding, franchise, or transfer taxes. Tax matters related to the Notes and the transactions contemplated by the Transaction Documents are addressed in a separate Tax Opinion of even date herewith delivered by Calderwood & Harkness LLP.

(b) Compliance with state securities or "blue sky" laws of any jurisdiction.

(c) The anti-fraud provisions of federal or state securities laws, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, and Section 17(a) of the Securities Act. These matters are addressed in a separate 10b-5 negative assurance letter of even date herewith delivered by Calderwood & Harkness LLP.

(d) The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended, or any regulations promulgated thereunder, or any similar state or local laws.

(e) Environmental laws, including but not limited to the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and any state or local equivalents thereof.

(f) Antitrust or competition laws, including the Sherman Antitrust Act, the Clayton Act, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and any state antitrust laws.

(g) The accuracy or completeness of the Offering Memorandum or any other disclosure document, including any financial statements, projections, or forward-looking statements contained therein, or any supplement or amendment thereto. These matters are addressed in our separate 10b-5 negative assurance letter of even date herewith.

(h) The financial condition, solvency, or creditworthiness of VHG or any Guarantor, or the adequacy or sufficiency of the consideration received by any Guarantor in exchange for its Guarantee.

(i) The creation, attachment, perfection, or priority of any security interest, lien, pledge, or encumbrance in or on any property or assets of VHG or any Guarantor. The Notes are unsecured senior obligations of VHG, and the Guarantees are unsecured senior obligations of each Guarantor.

In addition, we note the following specific limitations on the enforceability opinions expressed in Section 4.5:

(j) Provisions of the Transaction Documents relating to indemnification, contribution, or exculpation may be limited by applicable law or considerations of public policy, including federal and state securities laws, which may limit the enforceability of provisions that purport to provide indemnification or exculpation against liabilities arising under such laws.

(k) Provisions of the Transaction Documents purporting to constitute waivers of rights or defenses, including waivers of the right to trial by jury, waivers of consequential or punitive damages, and waivers of the right to object to venue or to assert the doctrine of forum non conveniens, may be limited in their enforceability by applicable law.

(l) Provisions of the Transaction Documents purporting to establish evidentiary standards (such as provisions stating that a determination by a particular party shall be conclusive or that a certificate of a particular officer shall constitute conclusive evidence of a particular fact) may be limited by applicable law, and a court of competent jurisdiction may not give effect to such provisions in all circumstances.

(m) Provisions of the Transaction Documents purporting to grant irrevocable powers of attorney may be revocable under certain circumstances as a matter of law.

(n) Severability provisions contained in the Transaction Documents may not be enforceable under all circumstances, and a court of competent jurisdiction may determine that the unenforceability of a particular provision renders the Transaction Document (or a material portion thereof) unenforceable.

(o) The additional interest provisions set forth in the Registration Rights Agreement, which provide for additional interest at the rate of 0.25% per annum for the first 90 days of a Registration Default (as defined therein) and 0.50% per annum thereafter, up to a maximum of 1.00% per annum, may be characterized as liquidated damages under applicable law. The enforceability of such provisions may depend upon whether such amounts constitute a reasonable estimate of the damages likely to be suffered as a result of a Registration Default, as assessed at the time of execution of the Registration Rights Agreement or at the time of the breach, and a court of competent jurisdiction could determine that such provisions are unenforceable as a penalty.

5.4 Reliance on Certificates and Representations

With respect to certain factual matters underlying the opinions expressed herein, we have relied, without independent investigation or verification, upon (a) the Officer's Certificate of VHG dated June 25, 2024, executed by Patricia R. Henning, Chief Financial Officer, and David K. Moretti, General Counsel, (b) the Secretary's Certificate of VHG dated June 25, 2024, executed by David K. Moretti, Secretary, and (c) certificates of good standing (or the equivalent) for VHG and each Guarantor issued by the Secretary of State of the State of Delaware or the Department of State of the State of Florida, as applicable, each dated June 20, 2024. We have made no independent factual investigation beyond the examination of the documents and certificates described in Section 2 hereof, and we express no opinion as to any matter of fact or as to the accuracy or completeness of any factual statement or representation made by any party. We have assumed that all factual matters certified in such certificates and represented in the Transaction Documents are true and correct as of the date hereof.

6. Reliance and Benefit

This opinion letter is furnished to you, the addressees hereof, solely in connection with the transactions contemplated by the Purchase Agreement and the Indenture and is not to be used, circulated, quoted, or otherwise relied upon for any other purpose. This opinion letter may be relied upon by the following parties:

(a) the Initial Purchasers, namely Kensington Barrow & Co., Ridgeline Capital Markets LLC, and Stonebridge Marvelo Securities Inc.;

(b) Fidelitas Trust Company, N.A., solely in its capacity as Trustee under the Indenture; and

(c) Whitfield, Crane & Aldrich LLP, counsel to the Initial Purchasers, solely in connection with the preparation and delivery of its opinion letter to the Initial Purchasers relating to the transactions contemplated by the Purchase Agreement and the Indenture.

No other person or entity may rely on this opinion letter or any opinion expressed herein without the prior written consent of Calderwood & Harkness LLP. Any such reliance by an unauthorized person shall be at such person's sole risk.

This opinion letter is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly so stated. Without limiting the generality of the foregoing, we do not express any opinion as to any matter relating to VHG, any Guarantor, or the transactions contemplated by the Transaction Documents other than as set forth in Section 4 above.

This opinion letter is given as of the date hereof only. We assume no obligation to update or supplement this opinion letter, or to apprise you of any changes in law, facts, or circumstances, that may occur after the date hereof, including any changes that may affect the opinions expressed herein, and we expressly disclaim any duty to do so.

7. Signature

We consent to the filing of this opinion letter as an exhibit to any registration statement that may be filed by VHG in connection with the Registration Rights Agreement, if and to the extent required. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Theodore Langston Responsible Partner, Capital Markets

Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, NY 10006

Enclosures: None. This opinion letter is self-contained. Reference is made to the documents identified in Section 2 hereof, which have been separately delivered to the addressees in connection with the closing of the transactions contemplated by the Purchase Agreement.

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 45th Floor New York, NY 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
June 25, 2024
Kensington Barrow & Co. as Representative of the Initial Purchasers 399 Park Avenue, 22nd Floor New York, NY 10022
Ridgeline Capital Markets LLC 200 Vesey Street, 35th Floor New York, NY 10281
Stonebridge Marvelo Securities Inc. 600 Lexington Avenue, 18th Floor New York, NY 10022
Fidelitas Trust Company, N.A., as Trustee 100 Wall Street, Suite 1500 New York, NY 10005
Re: $500,000,000 Aggregate Principal Amount of 8.250% Senior Notes due 2031 issued by Verimark Hospitality Group Inc.
Ladies and Gentlemen:
1. Introduction
We have acted as counsel to Verimark Hospitality Group Inc., a corporation duly incorporated under the laws of the State of Delaware (the "Issuer" or "VHG"), in connection with the issuance and sale by VHG of $500,000,000 aggregate principal amount of its 8.250% Senior Notes due 2031 (the "Notes") pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). This opinion letter is delivered to you pursuant to Section 7(a) of the Purchase Agreement dated June 18, 2024 (the "Purchase Agreement") among the Issuer, the Guarantors named therein, and Kensington Barrow & Co., as representative (the "Representative") of the several initial purchasers named in Schedule I thereto (collectively, the "Initial Purchasers").
The Notes are being issued on the date hereof pursuant to an Indenture dated as of the date hereof (as defined below) among the Issuer, the Guarantors identified below, and Fidelitas Trust Company, N.A., as trustee (the "Trustee"). The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of the following subsidiaries of VHG (each, a "Guarantor" and, collectively, the "Guarantors"):
(i) Verimark Resort Holdings LLC, a limited liability company organized under the laws of the State of Delaware;
(ii) VHG Properties Inc., a corporation incorporated under the laws of the State of Delaware;
(iii) Bayshore Hotel Management LLC, a limited liability company organized under the laws of the State of Florida;
(iv) Verimark Capital Holdings LLC, a limited liability company organized under the laws of the State of Delaware; and
(v) Pinnacle Lodging Enterprises Inc., a corporation incorporated under the laws of the State of Delaware.
The Issuer and the Guarantors are hereinafter collectively referred to as the "Transaction Parties."
2. Documents Examined
In connection with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
(1) The Indenture dated as of June 25, 2024 (the "Indenture") among the Issuer, the Guarantors, and Fidelitas Trust Company, N.A., as Trustee;
(2) The 8.250% Senior Notes due 2031 in the aggregate principal amount of $500,000,000 issued on the date hereof (the "Notes"), including the Form of Global Note (144A) (CUSIP 923847 AA 5; ISIN US923847AA52) attached as Exhibit A-1 to the Indenture and the Form of Global Note (Regulation S) (CUSIP U92384 AA 8; ISIN USU92384AA83) attached as Exhibit A-2 to the Indenture;
(3) The Subsidiary Guarantees (the "Guarantees") set forth in Article 10 of the Indenture and the Guarantor Joinder Agreements dated June 25, 2024 executed by each Guarantor;
(4) The Purchase Agreement dated June 18, 2024 among the Issuer, the Guarantors, and Kensington Barrow & Co., as Representative of the Initial Purchasers (including Ridgeline Capital Markets LLC and Stonebridge Marvelo Securities Inc.);
(5) The Registration Rights Agreement dated June 25, 2024 (the "Registration Rights Agreement") among the Issuer, the Guarantors, and the Initial Purchasers;
(6) The Escrow Agreement dated June 18, 2024 among the Issuer, Kensington Barrow & Co. (as Representative of the Initial Purchasers), and Fidelitas Trust Company, N.A. (as Escrow Agent); and
(7) The Final Offering Memorandum dated June 18, 2024 (the "Offering Memorandum"), including the documents incorporated by reference therein.
Items (1) through (6) above are hereinafter collectively referred to as the "Transaction Documents."
In addition to the foregoing Transaction Documents and the Offering Memorandum, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of the following:
(a) The Amended and Restated Certificate of Incorporation of VHG, as filed with the Secretary of State of the State of Delaware, as currently in effect;
(b) The Amended and Restated Bylaws of VHG, as currently in effect;
(c) The certificates of formation or certificates of incorporation, as applicable, and the limited liability company agreements or bylaws, as applicable, of each Guarantor, each as currently in effect;
(d) Resolutions of the Board of Directors of VHG adopted at a meeting duly convened and held on June 14, 2024, authorizing the issuance and sale of the Notes, the execution, delivery, and performance of the Transaction Documents, and related matters;
(e) Resolutions of the board of directors or managers, as applicable, of each Guarantor adopted on June 14, 2024, authorizing the execution, delivery, and performance of the Transaction Documents to which such Guarantor is a party, including the Guarantees;
(f) A certificate of good standing for VHG issued by the Secretary of State of the State of Delaware dated June 20, 2024;
(g) Certificates of good standing (or the equivalent) for each Guarantor issued by the Secretary of State of the State of Delaware or the Department of State of the State of Florida, as applicable, each dated June 20, 2024;
(h) The Officer's Certificate of VHG dated June 25, 2024, executed by Patricia R. Henning, Chief Financial Officer, and David K. Moretti, General Counsel, certifying as to certain factual matters relevant to the opinions expressed herein;
(i) The Secretary's Certificate of VHG dated June 25, 2024, executed by David K. Moretti, Secretary, certifying as to the incumbency of the officers of VHG executing the Transaction Documents, the authenticity of the charter documents of VHG and each Guarantor, and the adoption and continuing effectiveness of the authorizing resolutions referenced above; and
(j) Such other documents, corporate records, certificates of public officials and officers of VHG and the Guarantors, and other instruments as we have deemed necessary or appropriate for the purposes of the opinions expressed herein.
3. Assumptions
In rendering the opinions set forth herein, we have, with your consent, made the following assumptions, without independent verification:
(a) All signatures on all documents examined by us 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 in all material respects to the originals thereof, and all such originals are authentic and complete.
(c) Each natural person executing any document examined by us had, at the time of such execution, the legal capacity to do so.
(d) The Transaction Documents have been duly authorized, executed, and delivered by each party thereto other than the Transaction Parties, including each of the Initial Purchasers and the Trustee.
(e) The Trustee has duly accepted the trusts created under the Indenture in accordance with the terms thereof, and the Trustee has all requisite power, authority, and legal right to act as trustee under the Indenture.
(f) Each party to the Transaction Documents other than the Transaction Parties (including each of the Initial Purchasers and the Trustee) has the corporate or other organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party, and such execution, delivery, and performance by each such party have been duly authorized by all necessary action.
(g) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), to the extent applicable, or is exempt from qualification under Section 304(a)(9) thereof by reason of the 144A offering structure pursuant to which the Notes are being offered and sold.
(h) The factual matters set forth in the Officer's Certificate dated June 25, 2024 executed by Patricia R. Henning (Chief Financial Officer) and David K. Moretti (General Counsel) and the Secretary's Certificate dated June 25, 2024 executed by David K. Moretti (Secretary) are true and correct in all material respects as of the date hereof.
(i) VHG's Employer Identification Number is 84-3291057. VHG is publicly traded on The Nasdaq Stock Market LLC under the ticker symbol "VMRK" and has a Central Index Key (CIK) number of 0001847293 with the Securities and Exchange Commission (the "SEC").
(j) There are no agreements, understandings, or arrangements, whether oral or written, among the parties to the Transaction Documents that would modify or supplement the terms of the Transaction Documents as executed and delivered.
We have not independently verified any of the foregoing assumptions or the factual matters upon which this opinion is based. To the extent that the opinions expressed herein depend upon the satisfaction of any condition or the performance of any act, we have assumed that such condition has been satisfied and such act has been duly performed.
4. Opinions
Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section 5 below, we are of the opinion that:
4.1 Due Organization and Good Standing
VHG is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Based on the good standing certificates described in Section 2 above, each dated June 20, 2024, each of the following Guarantors is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of formation:
(i) Verimark Resort Holdings LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware;
(ii) VHG Properties Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware;
(iii) Bayshore Hotel Management LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Florida;
(iv) Verimark Capital Holdings LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware; and
(v) Pinnacle Lodging Enterprises Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.
Our opinions with respect to the good standing of VHG and each Guarantor are based solely on certificates of good standing (or the equivalent) issued by the applicable Secretary of State or Department of State dated June 20, 2024, and such opinions speak only as of the dates of such certificates.
4.2 Corporate Power and Authority
VHG has the corporate power and authority to execute, deliver, and perform its obligations under each Transaction Document to which it is a party, including the Indenture, the Notes, the Purchase Agreement, the Registration Rights Agreement, and the Escrow Agreement, and to consummate the transactions contemplated thereby, including the issuance and sale of the Notes. Each Guarantor has the corporate or limited liability company power and authority, as applicable, to execute, deliver, and perform its obligations under each Transaction Document to which it is a party, including the Indenture (including the Guarantees set forth in Article 10 thereof), the Guarantor Joinder Agreements, and the Registration Rights Agreement, and to consummate the transactions contemplated thereby.
4.3 Due Authorization
The execution, delivery, and performance by VHG of the Transaction Documents to which it is a party, and the issuance, sale, and delivery of the Notes by VHG, have been duly authorized by all necessary corporate action on the part of VHG, including resolutions duly adopted by the Board of Directors of VHG at a meeting duly convened and held on June 14, 2024, which meeting was chaired by Eleanor M. Vasquez, Chairman of the Board. No stockholder approval was required in connection with any of the foregoing. Such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.
The execution, delivery, and performance by each Guarantor of the Transaction Documents to which such Guarantor is a party, including the Guarantees set forth in Article 10 of the Indenture and the Guarantor Joinder Agreements, have been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Guarantor, including resolutions duly adopted by the board of directors or managers, as applicable, of each Guarantor on June 14, 2024. Such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.
4.4 Execution and Delivery
Each Transaction Document has been duly executed and delivered by VHG and by each Guarantor that is a party thereto. The Notes have been duly executed by VHG in accordance with the Indenture, have been duly authenticated by the Trustee in accordance with the terms of the Indenture, and have been delivered to the Initial Purchasers in accordance with the terms of the Indenture and the Purchase Agreement against payment of the purchase price therefor as specified in the Purchase Agreement.
4.5 Enforceability.  Each Transaction Document constitutes a legal, valid, and binding obligation of VHG and each Guarantor that is a party thereto, enforceable against VHG and such Guarantor in accordance with its respective terms, except as such enforceability may be limited by:
(a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws relating to or affecting creditors' rights generally as from time to time in effect; and
(b) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the discretion of the court before which any proceeding therefor may be brought.
We further note that the enforceability of certain remedial provisions of the Transaction Documents, including provisions relating to indemnification, contribution, or exculpation, may be limited by applicable law and public policy considerations.
The Guarantees set forth in Article 10 of the Indenture and in the Guarantor Joinder Agreements constitute legal, valid, and binding obligations of each Guarantor party thereto, enforceable against such Guarantor in accordance with their respective terms, subject to the same qualifications and limitations set forth in clauses (a) and (b) of this Section 4.5.
4.6 No Conflicts
The execution, delivery, and performance by VHG and each Guarantor of the Transaction Documents to which it is a party, the issuance and sale of the Notes by VHG, and the consummation of the transactions contemplated by the Transaction Documents do not and will not:
(a) violate, conflict with, or result in a breach of, or constitute a default under, or result in the creation of any lien upon any property or assets of VHG or any Guarantor pursuant to, or require any consent under (i) the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of VHG or (ii) the certificate of formation or certificate of incorporation, as applicable, or the limited liability company agreement or bylaws, as applicable, of any Guarantor;
(b) violate any federal or New York statute, rule, or regulation applicable to VHG or any Guarantor that, in our experience, is normally applicable to transactions of the type contemplated by the Transaction Documents (without our having made any special investigation as to the applicability of any specific law, rule, or regulation); or
(c) result in a violation of any order, judgment, injunction, award, or decree of any court or governmental authority known to us and specifically binding on VHG or any Guarantor or any of their respective properties or assets.
Our opinion in this Section 4.6 does not address (i) compliance with state securities or "blue sky" laws of any jurisdiction, (ii) anti-fraud provisions of federal or state securities laws (which are addressed separately in our 10b-5 negative assurance letter of even date herewith), (iii) local laws of jurisdictions other than the State of New York and the federal laws of the United States, or (iv) any contractual obligations of VHG or any Guarantor other than the Transaction Documents and VHG's charter documents referenced above.
4.7 No Registration Required Under the Securities Act
Assuming (i) the accuracy of the representations and warranties of the Issuer and the Guarantors in the Purchase Agreement with respect to the offering of the Notes, (ii) the accuracy of the representations and warranties of the Initial Purchasers in the Purchase Agreement with respect to the offering and resale of the Notes, and (iii) compliance by the Issuer, the Guarantors, and the Initial Purchasers with the offering restrictions and procedures set forth in the Purchase Agreement and the Offering Memorandum, the offer and sale of the Notes by the Issuer to the Initial Purchasers, and the initial resale of the Notes by the Initial Purchasers:
(a) in the United States to persons who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs"), in reliance on the exemption from registration provided by Rule 144A under the Securities Act; and
(b) outside the United States to persons who are not "U.S. persons" (as defined in Regulation S under the Securities Act) in "offshore transactions" (as defined in Regulation S under the Securities Act), in reliance on the exemption from registration provided by Regulation S under the Securities Act,
are exempt from the registration requirements of Section 5 of the Securities Act, and it is not necessary in connection with the offer, sale, and delivery of the Notes in the manner contemplated by the Purchase Agreement and the Offering Memorandum to register the Notes under the Securities Act.
We note, however, that VHG has certain obligations under the Registration Rights Agreement dated June 25, 2024 to (i) file a registration statement with the SEC with respect to an offer to exchange the Notes for registered notes having terms substantially identical to the Notes (or, in certain circumstances, a shelf registration statement covering resales of the Notes) within 180 days of the closing date (i.e., by January 4, 2025) and (ii) cause such registration statement to become effective within 365 days of the closing date (i.e., by July 8, 2025). We express no opinion as to whether such obligations will be satisfied.
4.8 No Governmental Approvals
No consent, approval, authorization, order, registration, filing, or qualification of or with any federal or New York State governmental agency, authority, body, or court is required for the execution, delivery, and performance by VHG or any Guarantor of the Transaction Documents to which it is a party, or for the offer and sale of the Notes as contemplated by the Transaction Documents, except:
(a) such as have already been obtained or made and are in full force and effect as of the date hereof;
(b) such as may be required under state securities or "blue sky" laws in connection with the purchase and resale of the Notes by the Initial Purchasers (as to which we express no opinion); and
(c) any filings required to be made under the Securities Exchange Act of 1934, as amended (as to which we express no opinion in this letter).
4.9 Investment Company Act
VHG is not, and immediately after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Offering Memorandum, will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), or subject to regulation under the Investment Company Act. In reaching this conclusion, we have considered the description in the Offering Memorandum of VHG's intended use of the net proceeds of the offering, including the application of approximately $473,886,714.10 of such proceeds to repay outstanding borrowings under VHG's existing senior secured credit facility (the "Existing Credit Facility"), approximately $6,863,285.90 to pay fees and expenses related to the offering and the transactions contemplated thereby, and the retention of approximately $3,000,000.00 for general corporate purposes.
We further note that VHG's primary business consists of the ownership, operation, and management of 47 full-service hotels and 12 resort properties located across 19 states of the United States and the U.S. Virgin Islands, comprising approximately 18,400 guest rooms in the aggregate. VHG is primarily engaged in an operating company business and is not primarily engaged in the business of investing, reinvesting, owning, holding, or trading in securities within the meaning of Section 3(a)(1) of the Investment Company Act.
4.10 Choice of Law
The choice of the laws of the State of New York as the governing law of each of the Indenture, the Notes, the Purchase Agreement, the Registration Rights Agreement, and the Escrow Agreement constitutes a valid choice of law under Section 5-1401 of the New York General Obligations Law. A court of the State of New York and a federal court sitting in the State of New York would honor such choice-of-law provisions, provided that, in each case, no overriding public policy of the State of New York or the United States exists that would prevent the application of New York law.
5. Qualifications and Limitations
The opinions set forth in Section 4 above are subject to the following qualifications and limitations:
5.1 Jurisdictional Limitation
The opinions expressed herein are limited in all respects to the laws of the State of New York, the General Corporation Law of the State of Delaware (the "DGCL"), the Delaware Limited Liability Company Act (the "DLLCA"), the Florida Revised Limited Liability Company Act (as applicable to Bayshore Hotel Management LLC), and the federal laws of the United States of America, in each case as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, and we assume no obligation to advise you of any changes in, or any new interpretations of, any applicable law occurring after the date hereof.
5.2 Bankruptcy and Equitable Qualification
As noted in Section 4.5, all opinions expressed herein as to enforceability are subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws relating to or affecting creditors' rights generally as from time to time in effect and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), including concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies. We call your attention to the fact that the foregoing qualification is a customary one included in legal opinions of this nature and is not intended to suggest that any Transaction Document is in fact unenforceable in whole or in part.
5.3 Specific Limitations
We express no opinion with respect to any of the following matters:
(a) Tax matters of any kind, including but not limited to federal, state, or local income, excise, withholding, franchise, or transfer taxes. Tax matters related to the Notes and the transactions contemplated by the Transaction Documents are addressed in a separate Tax Opinion of even date herewith delivered by Calderwood & Harkness LLP.
(b) Compliance with state securities or "blue sky" laws of any jurisdiction.
(c) The anti-fraud provisions of federal or state securities laws, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, and Section 17(a) of the Securities Act. These matters are addressed in a separate 10b-5 negative assurance letter of even date herewith delivered by Calderwood & Harkness LLP.
(d) The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended, or any regulations promulgated thereunder, or any similar state or local laws.
(e) Environmental laws, including but not limited to the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and any state or local equivalents thereof.
(f) Antitrust or competition laws, including the Sherman Antitrust Act, the Clayton Act, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and any state antitrust laws.
(g) The accuracy or completeness of the Offering Memorandum or any other disclosure document, including any financial statements, projections, or forward-looking statements contained therein, or any supplement or amendment thereto. These matters are addressed in our separate 10b-5 negative assurance letter of even date herewith.
(h) The financial condition, solvency, or creditworthiness of VHG or any Guarantor, or the adequacy or sufficiency of the consideration received by any Guarantor in exchange for its Guarantee.
(i) The creation, attachment, perfection, or priority of any security interest, lien, pledge, or encumbrance in or on any property or assets of VHG or any Guarantor. The Notes are unsecured senior obligations of VHG, and the Guarantees are unsecured senior obligations of each Guarantor.
In addition, we note the following specific limitations on the enforceability opinions expressed in Section 4.5:
(j) Provisions of the Transaction Documents relating to indemnification, contribution, or exculpation may be limited by applicable law or considerations of public policy, including federal and state securities laws, which may limit the enforceability of provisions that purport to provide indemnification or exculpation against liabilities arising under such laws.
(k) Provisions of the Transaction Documents purporting to constitute waivers of rights or defenses, including waivers of the right to trial by jury, waivers of consequential or punitive damages, and waivers of the right to object to venue or to assert the doctrine of forum non conveniens, may be limited in their enforceability by applicable law.
(l) Provisions of the Transaction Documents purporting to establish evidentiary standards (such as provisions stating that a determination by a particular party shall be conclusive or that a certificate of a particular officer shall constitute conclusive evidence of a particular fact) may be limited by applicable law, and a court of competent jurisdiction may not give effect to such provisions in all circumstances.
(m) Provisions of the Transaction Documents purporting to grant irrevocable powers of attorney may be revocable under certain circumstances as a matter of law.
(n) Severability provisions contained in the Transaction Documents may not be enforceable under all circumstances, and a court of competent jurisdiction may determine that the unenforceability of a particular provision renders the Transaction Document (or a material portion thereof) unenforceable.
(o) The additional interest provisions set forth in the Registration Rights Agreement, which provide for additional interest at the rate of 0.25% per annum for the first 90 days of a Registration Default (as defined therein) and 0.50% per annum thereafter, up to a maximum of 1.00% per annum, may be characterized as liquidated damages under applicable law. The enforceability of such provisions may depend upon whether such amounts constitute a reasonable estimate of the damages likely to be suffered as a result of a Registration Default, as assessed at the time of execution of the Registration Rights Agreement or at the time of the breach, and a court of competent jurisdiction could determine that such provisions are unenforceable as a penalty.
5.4 Reliance on Certificates and Representations
With respect to certain factual matters underlying the opinions expressed herein, we have relied, without independent investigation or verification, upon (a) the Officer's Certificate of VHG dated June 25, 2024, executed by Patricia R. Henning, Chief Financial Officer, and David K. Moretti, General Counsel, (b) the Secretary's Certificate of VHG dated June 25, 2024, executed by David K. Moretti, Secretary, and (c) certificates of good standing (or the equivalent) for VHG and each Guarantor issued by the Secretary of State of the State of Delaware or the Department of State of the State of Florida, as applicable, each dated June 20, 2024. We have made no independent factual investigation beyond the examination of the documents and certificates described in Section 2 hereof, and we express no opinion as to any matter of fact or as to the accuracy or completeness of any factual statement or representation made by any party. We have assumed that all factual matters certified in such certificates and represented in the Transaction Documents are true and correct as of the date hereof.
6. Reliance and Benefit
This opinion letter is furnished to you, the addressees hereof, solely in connection with the transactions contemplated by the Purchase Agreement and the Indenture and is not to be used, circulated, quoted, or otherwise relied upon for any other purpose. This opinion letter may be relied upon by the following parties:
(a) the Initial Purchasers, namely Kensington Barrow & Co., Ridgeline Capital Markets LLC, and Stonebridge Marvelo Securities Inc.;
(b) Fidelitas Trust Company, N.A., solely in its capacity as Trustee under the Indenture; and
(c) Whitfield, Crane & Aldrich LLP, counsel to the Initial Purchasers, solely in connection with the preparation and delivery of its opinion letter to the Initial Purchasers relating to the transactions contemplated by the Purchase Agreement and the Indenture.
No other person or entity may rely on this opinion letter or any opinion expressed herein without the prior written consent of Calderwood & Harkness LLP. Any such reliance by an unauthorized person shall be at such person's sole risk.
This opinion letter is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly so stated. Without limiting the generality of the foregoing, we do not express any opinion as to any matter relating to VHG, any Guarantor, or the transactions contemplated by the Transaction Documents other than as set forth in Section 4 above.
This opinion letter is given as of the date hereof only. We assume no obligation to update or supplement this opinion letter, or to apprise you of any changes in law, facts, or circumstances, that may occur after the date hereof, including any changes that may affect the opinions expressed herein, and we expressly disclaim any duty to do so.
7. Signature
We consent to the filing of this opinion letter as an exhibit to any registration statement that may be filed by VHG in connection with the Registration Rights Agreement, if and to the extent required. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Theodore Langston Responsible Partner, Capital Markets
Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, NY 10006
Enclosures: None. This opinion letter is self-contained. Reference is made to the documents identified in Section 2 hereof, which have been separately delivered to the addressees in connection with the closing of the transactions contemplated by the Purchase Agreement.

CALDERWOOD & HARKNESS LLP

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