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APPLEGATE OFFSHORE SERVICES LTD. Windward House, 4th Floor George Town, Grand Cayman KY1-1306, Cayman Islands

Telephone: +1 (345) 949-7722 Facsimile: +1 (345) 949-7733

September 12, 2023

Re: Driftwood CLO 2023-I, Ltd. — Issuance of Secured and Subordinated Notes

Ironclad Trust Company, N.A. (as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator) 100 Wall Street, Suite 1650 New York, NY 10005

Meridian Atlantic Securities LLC (as Lead Placement Agent) 383 Madison Avenue, 22nd Floor New York, NY 10179

Northbridge Capital Markets Inc. (as Co-Placement Agent) 1251 Avenue of the Americas, 34th Floor New York, NY 10020

Calderwood & Harkness LLP (as Issuer's Counsel) 450 Park Avenue New York, NY 10022

Ladies and Gentlemen:

1. Introduction

We have acted as Cayman Islands counsel to Driftwood CLO 2023-I, Ltd. (the "Issuer"), an exempted company incorporated with limited liability under the laws of the Cayman Islands (Cayman Islands Registration Number EX-382916), in connection with the transactions described herein. This opinion is delivered at the request of Calderwood & Harkness LLP in its capacity as counsel to Driftwood Absolute Return Fund Ltd. and the Issuer.

This opinion is delivered in connection with the issuance by the Issuer and Driftwood CLO 2023-I, LLC, a Delaware limited liability company (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"), of $400,000,000 aggregate principal amount of notes (collectively, the "Notes"), comprised of the following classes:

(a) $256,000,000 Class A-1 Senior Secured Floating Rate Notes due 2036 (the "Class A-1 Notes"), rated AAA by Brindoval Analytical Services Inc. ("Brindoval") and AAA by Ridgeline Credit Ratings LLC ("Ridgeline");

(b) $40,000,000 Class A-2 Senior Secured Floating Rate Notes due 2036 (the "Class A-2 Notes"), rated AA by Brindoval and AA by Ridgeline;

(c) $28,000,000 Class B Secured Deferrable Floating Rate Notes due 2036 (the "Class B Notes"), rated A by Brindoval and A by Ridgeline;

(d) $24,000,000 Class C Secured Deferrable Floating Rate Notes due 2036 (the "Class C Notes"), rated BBB by Brindoval and BBB by Ridgeline;

(e) $16,000,000 Class D Secured Deferrable Floating Rate Notes due 2036 (the "Class D Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, and the Class C Notes, the "Secured Notes"), rated BB by Brindoval and BB by Ridgeline; and

(f) $36,000,000 Subordinated Notes due 2036 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes"), which are unrated.

The Notes are being issued jointly by the Issuer and the Co-Issuer pursuant to (i) the Indenture (as defined below) dated August 22, 2023, and (ii) the First Supplemental Indenture (as defined below) dated September 8, 2023, in each case among the Issuer, the Co-Issuer, and Ironclad Trust Company, N.A., as trustee (the "Trustee"). This opinion is delivered pursuant to the closing conditions set forth in the Indenture and the Note Purchase Agreement (as defined below) dated September 8, 2023, in connection with the closing date of September 12, 2023 (the "Closing Date").

2. Documents Examined

For the purposes of this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

1. The Indenture, dated as of August 22, 2023 (the "Indenture"), among the Issuer, the Co-Issuer, and Ironclad Trust Company, N.A., as Trustee;

2. The First Supplemental Indenture, dated as of September 8, 2023 (the "First Supplemental Indenture"), among the Issuer, the Co-Issuer, and Ironclad Trust Company, N.A., as Trustee;

3. The Collateral Management Agreement, dated as of August 22, 2023 (the "Collateral Management Agreement"), between the Issuer and Driftwood Credit Management LLC, a Delaware limited liability company, as collateral manager (the "Collateral Manager");

4. The Co-Issuance Agreement, dated as of August 22, 2023 (the "Co-Issuance Agreement"), between the Issuer and the Co-Issuer;

5. The Note Purchase Agreement, dated as of September 8, 2023 (the "Note Purchase Agreement"), among the Issuer, the Co-Issuer, Meridian Atlantic Securities LLC, as lead placement agent, and Northbridge Capital Markets Inc., as co-placement agent;

6. The Collateral Administration Agreement, dated as of August 22, 2023 (the "Collateral Administration Agreement"), among the Issuer, the Collateral Manager, and Ironclad Trust Company, N.A., as collateral administrator;

7. The Amended and Restated Memorandum of Association and Articles of Association of the Issuer, as registered with the Registrar of Companies of the Cayman Islands (the "Memorandum and Articles of Association");

8. A Certificate of Good Standing with respect to the Issuer, issued by the Registrar of Companies of the Cayman Islands on or about September 11, 2023 (the "Certificate of Good Standing");

9. The Register of Directors and Officers of the Issuer, as maintained at the registered office of the Issuer (the "Register of Directors");

10. The Register of Members of the Issuer, as maintained at the registered office of the Issuer (the "Register of Members");

11. The written resolutions of the Board of Directors of the Issuer, dated August 20, 2023, authorizing, inter alia, the execution, delivery, and performance by the Issuer of the Transaction Documents (as defined below) and the issuance of the Notes (the "Board Resolutions");

12. The Officer's Certificate of the Issuer, dated September 12, 2023 (the "Officer's Certificate");

13. The Secretary's (Director's) Certificate of the Issuer, dated September 12, 2023 (the "Secretary's Certificate"), certifying, inter alia, the incumbency and specimen signatures of the officers and authorized signatories of the Issuer and attaching copies of the Memorandum and Articles of Association and the Board Resolutions; and

14. The Final Offering Memorandum, dated August 18, 2023, relating to the offer and sale of the Notes (the "Offering Memorandum").

The Indenture, the First Supplemental Indenture, the Collateral Management Agreement, the Co-Issuance Agreement, the Note Purchase Agreement, and the Collateral Administration Agreement are hereinafter collectively referred to as the "Transaction Documents." The Transaction Documents and all other documents listed above are hereinafter collectively referred to as the "Opinion Documents."

We have also made such searches and investigations as we have considered necessary or appropriate for the purposes of this opinion, including a search of the records of the Grand Court of the Cayman Islands (the "Grand Court") conducted on or about September 11, 2023, and a search of the records maintained by the Registrar of Companies of the Cayman Islands.

3. Assumptions

In rendering the opinions set forth herein, we have assumed the following without independent investigation or verification:

(a) All signatures, seals, and dates appearing on the Opinion Documents and all other documents examined by us are genuine.

(b) All documents submitted to us as originals are authentic and complete, and all documents submitted to us as copies (whether certified, photostatic, facsimile, or electronic) are true and complete copies of, and conform to, the originals thereof.

(c) The Transaction Documents have been duly authorized, executed, and delivered by all parties thereto other than the Issuer, in accordance with all applicable laws of each relevant jurisdiction (other than the laws of the Cayman Islands), and constitute the legal, valid, and binding obligations of each such party under the laws governing such documents.

(d) The choice of the laws of the State of New York as the governing law of the Indenture, the First Supplemental Indenture, the Collateral Management Agreement, the Co-Issuance Agreement, the Note Purchase Agreement, and the Collateral Administration Agreement is bona fide, valid, and effective as a matter of the laws of the State of New York.

(e) All representations, warranties, and statements of fact contained in the Opinion Documents (including those made by the Issuer therein) are true, accurate, and complete as of the date hereof and as of the respective dates on which they were made.

(f) The Issuer has received, or will receive, adequate and valuable consideration for entering into each Transaction Document to which it is a party and for the issuance of the Notes.

(g) Each of the Transaction Documents constitutes the legal, valid, and binding obligation of each party thereto (other than the Issuer) under the law expressed to govern such document, enforceable in accordance with its terms against each such party.

(h) No invitation has been made or will be made to the public in the Cayman Islands to subscribe for the Notes, and the Notes will not be offered or sold within the Cayman Islands to any person other than in compliance with the laws of the Cayman Islands.

(i) The registered office of the Issuer is and remains at PO Box 4927, Windward House, 3rd Floor, George Town, Grand Cayman KY1-1306, Cayman Islands, and the Issuer conducts its principal activities from such registered office address or from offices outside the Cayman Islands.

(j) The Issuer is a newly formed special purpose vehicle incorporated solely for the purpose of entering into the transactions contemplated by the Transaction Documents and the issuance of the Notes. The Issuer is not itself registered with the Cayman Islands Monetary Authority ("CIMA") and does not hold a CIMA Registration Number. For the avoidance of doubt, the reference to CIMA Registration No. MC-2017-02834 pertains to Driftwood Absolute Return Fund Ltd. (the parent fund) and not to the Issuer.

(k) The Board Resolutions have not been amended, varied, supplemented, or revoked and remain in full force and effect as of the date hereof.

(l) No circumstances exist that would render any of the Transaction Documents voidable or void as a matter of Cayman Islands law, including but not limited to fraud, duress, mistake, misrepresentation, undue influence, or lack of capacity.

(m) There are no agreements, documents, instruments, or arrangements to which the Issuer is a party or by which it is bound, other than those examined by us in connection with this opinion, that would affect or modify the opinions expressed herein.

4. Opinions

On the basis of, and subject to, the assumptions, qualifications, reservations, and limitations set forth herein, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

4.1 Due Incorporation and Good Standing

The Issuer has been duly incorporated as an exempted company with limited liability under the Companies Act (As Revised) of the Cayman Islands (the "Companies Act") and is validly existing and in good standing as of the date hereof. The Issuer's Cayman Islands registration number is EX-382916.

Based on the Certificate of Good Standing obtained from the Registrar of Companies of the Cayman Islands dated on or about September 11, 2023, the Issuer is of good standing under the laws of the Cayman Islands. In this context, "good standing" means that all filing fees and annual returns required to be paid to, or filed with, the Registrar of Companies of the Cayman Islands under the Companies Act have been duly paid or filed, as applicable, and that no steps have been taken to strike the Issuer's name from the Register of Companies maintained by the Registrar of Companies.

4.2 Corporate Power and Authority

The Issuer has the requisite corporate power and authority under its Memorandum and Articles of Association and under the laws of the Cayman Islands to:

(a) enter into, execute, and deliver each of the Transaction Documents to which it is a party, including the Indenture, the First Supplemental Indenture, the Collateral Management Agreement, the Co-Issuance Agreement, the Collateral Administration Agreement, and the Note Purchase Agreement;

(b) issue the Notes (being the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, and the Subordinated Notes) in the aggregate principal amount of $400,000,000; and

(c) perform its obligations under each of the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby.

The objects clause contained in the Memorandum of Association of the Issuer is sufficiently broad to authorize the entering into and performance of the Transaction Documents by the Issuer and the issuance of the Notes. Nothing in the Articles of Association of the Issuer restricts or limits the corporate power or authority of the Issuer to undertake any of the foregoing actions.

4.3 Due Authorization

The execution, delivery, and performance by the Issuer of each of the Transaction Documents to which it is a party, and the issuance of the Notes, have been duly authorized by all necessary corporate action on the part of the Issuer. The Board Resolutions dated August 20, 2023, duly and properly adopted by the sole director (or directors, as the case may be) of the Issuer in accordance with the Memorandum and Articles of Association and the Companies Act, authorize the foregoing actions.

No shareholder approval, consent, or other corporate action by the members of the Issuer is required under the Memorandum and Articles of Association or under the laws of the Cayman Islands in connection with the execution, delivery, and performance of the Transaction Documents or the issuance of the Notes. The Board Resolutions constitute sufficient and valid corporate authorization for all such purposes.

4.4 Execution and Delivery

Each of the Transaction Documents to which the Issuer is a party has been duly executed and delivered by or on behalf of the Issuer. The persons who executed the Transaction Documents on behalf of the Issuer were duly authorized to do so pursuant to the Board Resolutions dated August 20, 2023, as confirmed by the Secretary's (Director's) Certificate of the Issuer dated September 12, 2023. We have satisfied ourselves, on the basis of the Secretary's Certificate and our examination of the Register of Directors and Officers, that the persons who executed the Transaction Documents on behalf of the Issuer were, at the time of such execution, duly authorized officers, directors, or authorized signatories of the Issuer.

4.5 Enforceability under Cayman Islands Law

Subject to the qualifications and reservations set forth in Section 5 below, the obligations of the Issuer under each Transaction Document to which it is a party constitute legal, valid, and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, insofar as the laws of the Cayman Islands are concerned.

The foregoing opinion as to enforceability is subject to the following qualifications:

(i) enforceability may be limited by applicable bankruptcy, insolvency, liquidation, winding-up, reorganization, moratoria, and other similar laws of general application affecting the enforcement of creditors' rights under the laws of the Cayman Islands;

(ii) enforceability may be limited by general principles of equity, including the principles governing the availability of equitable remedies, regardless of whether enforcement is sought in a proceeding at law or in equity; and

(iii) the remedies of specific performance, injunctive relief, and other equitable remedies are discretionary and may not be available in all circumstances, including where damages would be considered an adequate remedy by the courts of the Cayman Islands.

4.6 Choice of Law

The choice of the laws of the State of New York as the governing law of the Indenture, the First Supplemental Indenture, the Collateral Management Agreement, the Co-Issuance Agreement, the Note Purchase Agreement, and the Collateral Administration Agreement will be recognized and given effect by the courts of the Cayman Islands as a valid choice of law, subject to the following qualifications:

(a) such choice must be bona fide, legal, and not contrary to the public policy of the Cayman Islands;

(b) the courts of the Cayman Islands will not apply the laws of the State of New York to the extent that such laws are procedural in nature, it being understood that procedural matters are governed by Cayman Islands law as the law of the forum (lex fori); and

(c) the courts of the Cayman Islands will not enforce a foreign revenue, penal, or public law, and will not give effect to any provision of the chosen governing law to the extent that doing so would be contrary to the mandatory rules of Cayman Islands law or the public policy of the Cayman Islands.

4.7 No Conflict / No Violation

The execution, delivery, and performance by the Issuer of each Transaction Document to which it is a party, and the issuance of the Notes by the Issuer, do not and will not:

(a) violate or conflict with the Memorandum and Articles of Association of the Issuer;

(b) violate or conflict with any law, regulation, order, or rule of the Cayman Islands currently in effect and applicable to the Issuer; or

(c) result in a breach of any order, judgment, award, injunction, or decree of any court or governmental authority of the Cayman Islands that is binding on the Issuer (insofar as the foregoing has been revealed by our searches and inquiries described herein).

4.8 No Consents or Approvals

No consent, approval, license, order, authorization, or validation of, or registration, qualification, designation, declaration, or filing with, any governmental authority, regulatory body, court, or other body in the Cayman Islands is required in connection with:

(a) the execution and delivery by the Issuer of the Transaction Documents to which it is a party;

(b) the issuance by the Issuer of the Notes; or

The foregoing opinion is given on the basis that the Notes are not being offered or sold to the public in the Cayman Islands and that no invitation has been or will be made to the public in the Cayman Islands to subscribe for the Notes.

4.9 Cayman Islands Tax Exemption

Under existing Cayman Islands law as at the date hereof:

(a) The Cayman Islands does not currently impose any taxes on profits, income, gains, or appreciations, and there are no Cayman Islands income, corporation, capital gains, estate, inheritance, or withholding taxes payable by or on behalf of the Issuer or in respect of payments made by the Issuer under the Transaction Documents or in respect of the Notes.

(b) The Issuer is entitled to apply for, and based on current administrative practice is expected to receive, an undertaking from the Governor in Cabinet of the Cayman Islands pursuant to the Tax Concessions Act (As Revised) of the Cayman Islands (the "Tax Concessions Act") to the effect that, for a period of twenty (20) years from the date of such undertaking, no law enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains, or appreciations shall apply to the Issuer or its operations, and no such tax or any tax in the nature of estate duty or inheritance tax shall be payable on or in respect of the shares, debentures, or other obligations (including the Notes) of the Issuer.

(c) No stamp duty or documentary tax is payable in the Cayman Islands on the issuance, transfer, or other disposition of the Notes, provided that the Notes are not secured by, and do not relate to, any interest in land or other real property situated in the Cayman Islands.

(d) There are no exchange control regulations or currency restrictions currently in force in the Cayman Islands that are applicable to the Issuer or to any of the transactions contemplated by the Transaction Documents, including the payment of principal, interest, or other amounts in respect of the Notes.

4.10 No Proceedings

Based solely upon our search of the Cause Book and records of the Grand Court of the Cayman Islands conducted on or about September 11, 2023, and subject to the limitations inherent in any such search (including the fact that such records may not be complete or up to date, and that proceedings may have been commenced but not yet entered in the records of the Grand Court), no actions, suits, or proceedings are pending or have been filed against the Issuer in the Grand Court as of the date of such search. We have not conducted any search of the records of any court other than the Grand Court, and we express no opinion with respect to proceedings, if any, in any other court or tribunal.

4.11 Notes as Securities

The Notes, when duly issued and authenticated in accordance with the terms of the Indenture and the First Supplemental Indenture, will constitute valid and binding obligations of the Issuer in accordance with their terms, insofar as the laws of the Cayman Islands are concerned. This opinion is subject to the enforceability qualifications and reservations set forth in Section 4.5 above and the qualifications and reservations set forth in Section 5 below.

5. Qualifications and Reservations

The opinions expressed in this letter are subject to the following qualifications and reservations:

1. Insolvency and Liquidation. The enforceability of the obligations of the Issuer under the Transaction Documents and the Notes may be limited by applicable bankruptcy, insolvency, liquidation, winding-up, reorganization, moratorium, fraudulent disposition, or other similar laws of general application affecting the rights and remedies of creditors under the laws of the Cayman Islands. In particular, the provisions of the Companies Act relating to the winding up of companies, preferences, transactions at an undervalue, and voidable floating charges may affect the enforceability of such obligations in certain circumstances.

2. Equitable Remedies. The availability of equitable remedies (including, without limitation, specific performance, injunctive relief, declaratory relief, and other discretionary remedies) is subject to the discretion of the court and may not be available in all circumstances or as a matter of right. In particular, a court may decline to grant specific performance or injunctive relief where it determines that monetary damages would constitute an adequate remedy or where the granting of such relief would be inequitable in the circumstances.

3. Foreign Judgments. Although a judgment of a foreign court (including, for example, a court of the State of New York or a United States federal court) is not directly enforceable in the Cayman Islands by registration or statutory procedure, the courts of the Cayman Islands will, at common law, recognize and enforce a foreign money judgment of a court of competent jurisdiction without retrial on the merits of the underlying dispute, provided that:

(a) such judgment is final and conclusive (and the foreign court has not reserved the right to vary the judgment);

(b) the sum payable pursuant to such judgment is for a liquidated amount (not being a sum payable in respect of penalties, taxes, fines, or similar fiscal or revenue obligations);

(c) the foreign court had jurisdiction over the parties to the proceedings in which such judgment was obtained, as recognized by the conflict of laws rules of the Cayman Islands;

(d) the judgment was not obtained by fraud;

(e) the enforcement of such judgment would not be contrary to public policy in the Cayman Islands; and

(f) the proceedings in which such judgment was obtained were not conducted in a manner contrary to the principles of natural justice of the Cayman Islands.

4. Penalties and Revenue Claims. The courts of the Cayman Islands will not enforce, directly or indirectly, a judgment or claim that is penal or revenue in nature, or that relates to the collection of taxes, fines, or other fiscal obligations of a foreign state.

5. Stamp Duty. This opinion is given on the assumption that no Transaction Document or Note will need to be produced in evidence before a court or tribunal in the Cayman Islands. Should any such document be so produced, nominal stamp duty may be payable thereon in accordance with the Stamp Duty Act (As Revised) of the Cayman Islands. Such stamp duty is nominal in amount and is not expected to be material.

6. Winding-Up Currency. In the event of a winding up of the Issuer, claims by creditors denominated in currencies other than the Cayman Islands dollar will be converted into Cayman Islands dollars at the rate of exchange prevailing on the date of the winding-up order (in the case of a compulsory winding up) or the date of the resolution to wind up (in the case of a voluntary winding up). Accordingly, creditors holding claims in foreign currencies may be exposed to exchange rate fluctuations and may receive amounts in Cayman Islands dollars that differ from the amounts to which they would otherwise be entitled in the relevant foreign currency.

7. Set-Off and Counterclaim. The courts of the Cayman Islands may permit a defendant to assert a right of set-off or counterclaim in connection with the enforcement of contractual obligations, notwithstanding that the relevant Transaction Document may purport to limit, restrict, or exclude such rights. The availability and scope of any such set-off or counterclaim will depend upon the facts and circumstances of the particular case and the applicable principles of law and equity.

8. Limitations. This opinion relates only to the laws of the Cayman Islands as in effect on the date hereof. This opinion is given on the basis that it will be governed by and construed in accordance with the laws of the Cayman Islands. We express no opinion as to any matter of fact, and we have not been responsible for investigating or verifying any matter of fact.

6. Limitations on Opinion

This opinion is limited to, and addresses solely, matters of Cayman Islands law as currently in effect and as currently interpreted and applied by the courts of the Cayman Islands. 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 of America, or the laws of any other jurisdiction. In particular, we express no opinion as to matters arising under or in connection with the Securities Act of 1933 (as amended), the Securities Exchange Act of 1934 (as amended), the Investment Company Act of 1940 (as amended), the Employee Retirement Income Security Act of 1974 (as amended) ("ERISA"), the Internal Revenue Code of 1986 (as amended), or any other federal, state, or local law, rule, or regulation of the United States of America.

This opinion is confined to, and given on the basis of, the laws and practice in the Cayman Islands current as at the date hereof. We assume no obligation to advise the addressees or any other person of any change in law or fact, or of any matter coming to our attention after the date hereof, that may affect the opinions expressed herein, whether or not such change or matter would affect the opinions if such change were made or such matter had occurred prior to the date hereof. We disclaim any obligation to update or supplement this opinion to reflect any changes in law or fact occurring after the date hereof.

This opinion does not address any commercial, business, or financial matters, the adequacy of any consideration given or received, or any matter of fact, including, without limitation, the accuracy, completeness, or fairness of any representation, warranty, or statement of fact contained in or made in connection with any Transaction Document, the Offering Memorandum, or any other Opinion Document. We have not been asked to, and do not, express any opinion on, and this opinion does not cover, any matters of Cayman Islands regulatory law other than as specifically addressed herein.

We have not made any investigation of the laws of any jurisdiction other than the Cayman Islands and have based our opinion solely upon our knowledge and understanding of the laws of the Cayman Islands. We express no opinion as to whether the Issuer or any other party has complied with the terms or conditions of any of the Transaction Documents, or as to whether any event has occurred that would constitute a default or an event of default under any of the Transaction Documents.

7. Reliance and Benefit

This opinion is given solely for the benefit of the addressees hereof — namely, Ironclad Trust Company, N.A. (in its capacities as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator), Meridian Atlantic Securities LLC (as Lead Placement Agent), Northbridge Capital Markets Inc. (as Co-Placement Agent), and Calderwood & Harkness LLP (as Issuer's Counsel) — in connection with the transactions described herein and the Closing Date of September 12, 2023.

This opinion may not be relied upon by any other person or entity, or for any purpose other than in connection with the transactions described herein, without the prior written consent of Applegategate Offshore Services Ltd. No person or entity other than the addressees is entitled to rely on this opinion.

Notwithstanding the foregoing, this opinion may be disclosed to, and relied upon by, subsequent holders and beneficial owners of the Notes to the extent required or permitted under the terms of the Indenture and the Note Purchase Agreement, provided that any such disclosure and reliance shall be subject in all respects to the assumptions, qualifications, reservations, and limitations set forth herein. Any such subsequent holder or beneficial owner who relies on this opinion shall be deemed to have accepted and agreed to be bound by the terms, conditions, and limitations of this opinion as if such holder or beneficial owner were an original addressee hereof.

This opinion is delivered in connection with the Closing Date of September 12, 2023, and speaks only as of such date. We express no opinion as to any matter or circumstance that may arise or change after the date hereof.

This opinion is governed by and shall be construed in accordance with the laws of the Cayman Islands.

Yours faithfully,

APPLEGATE OFFSHORE SERVICES LTD.

By: ________

Name: Nigel Pemberton

Title: Partner

Windward House, 4th Floor George Town, Grand Cayman KY1-1306, Cayman Islands

APPLEGATE OFFSHORE SERVICES LTD. Windward House, 4th Floor George Town, Grand Cayman KY1-1306, Cayman Islands
Telephone: +1 (345) 949-7722 Facsimile: +1 (345) 949-7733
September 12, 2023
Re: Driftwood CLO 2023-I, Ltd. — Issuance of Secured and Subordinated Notes
Ironclad Trust Company, N.A. (as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator) 100 Wall Street, Suite 1650 New York, NY 10005
Meridian Atlantic Securities LLC (as Lead Placement Agent) 383 Madison Avenue, 22nd Floor New York, NY 10179
Northbridge Capital Markets Inc. (as Co-Placement Agent) 1251 Avenue of the Americas, 34th Floor New York, NY 10020
Calderwood & Harkness LLP (as Issuer's Counsel) 450 Park Avenue New York, NY 10022
Ladies and Gentlemen:
1. Introduction
We have acted as Cayman Islands counsel to Driftwood CLO 2023-I, Ltd. (the "Issuer"), an exempted company incorporated with limited liability under the laws of the Cayman Islands (Cayman Islands Registration Number EX-382916), in connection with the transactions described herein. This opinion is delivered at the request of Calderwood & Harkness LLP in its capacity as counsel to Driftwood Absolute Return Fund Ltd. and the Issuer.
This opinion is delivered in connection with the issuance by the Issuer and Driftwood CLO 2023-I, LLC, a Delaware limited liability company (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"), of $400,000,000 aggregate principal amount of notes (collectively, the "Notes"), comprised of the following classes:
(a) $256,000,000 Class A-1 Senior Secured Floating Rate Notes due 2036 (the "Class A-1 Notes"), rated AAA by Brindoval Analytical Services Inc. ("Brindoval") and AAA by Ridgeline Credit Ratings LLC ("Ridgeline");
(b) $40,000,000 Class A-2 Senior Secured Floating Rate Notes due 2036 (the "Class A-2 Notes"), rated AA by Brindoval and AA by Ridgeline;
(c) $28,000,000 Class B Secured Deferrable Floating Rate Notes due 2036 (the "Class B Notes"), rated A by Brindoval and A by Ridgeline;
(d) $24,000,000 Class C Secured Deferrable Floating Rate Notes due 2036 (the "Class C Notes"), rated BBB by Brindoval and BBB by Ridgeline;
(e) $16,000,000 Class D Secured Deferrable Floating Rate Notes due 2036 (the "Class D Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, and the Class C Notes, the "Secured Notes"), rated BB by Brindoval and BB by Ridgeline; and
(f) $36,000,000 Subordinated Notes due 2036 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes"), which are unrated.
The Notes are being issued jointly by the Issuer and the Co-Issuer pursuant to (i) the Indenture (as defined below) dated August 22, 2023, and (ii) the First Supplemental Indenture (as defined below) dated September 8, 2023, in each case among the Issuer, the Co-Issuer, and Ironclad Trust Company, N.A., as trustee (the "Trustee"). This opinion is delivered pursuant to the closing conditions set forth in the Indenture and the Note Purchase Agreement (as defined below) dated September 8, 2023, in connection with the closing date of September 12, 2023 (the "Closing Date").
2. Documents Examined
For the purposes of this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:
1.  The Indenture, dated as of August 22, 2023 (the "Indenture"), among the Issuer, the Co-Issuer, and Ironclad Trust Company, N.A., as Trustee;
2.  The First Supplemental Indenture, dated as of September 8, 2023 (the "First Supplemental Indenture"), among the Issuer, the Co-Issuer, and Ironclad Trust Company, N.A., as Trustee;
3.  The Collateral Management Agreement, dated as of August 22, 2023 (the "Collateral Management Agreement"), between the Issuer and Driftwood Credit Management LLC, a Delaware limited liability company, as collateral manager (the "Collateral Manager");
4.  The Co-Issuance Agreement, dated as of August 22, 2023 (the "Co-Issuance Agreement"), between the Issuer and the Co-Issuer;
5.  The Note Purchase Agreement, dated as of September 8, 2023 (the "Note Purchase Agreement"), among the Issuer, the Co-Issuer, Meridian Atlantic Securities LLC, as lead placement agent, and Northbridge Capital Markets Inc., as co-placement agent;
6.  The Collateral Administration Agreement, dated as of August 22, 2023 (the "Collateral Administration Agreement"), among the Issuer, the Collateral Manager, and Ironclad Trust Company, N.A., as collateral administrator;
7.  The Amended and Restated Memorandum of Association and Articles of Association of the Issuer, as registered with the Registrar of Companies of the Cayman Islands (the "Memorandum and Articles of Association");
8.  A Certificate of Good Standing with respect to the Issuer, issued by the Registrar of Companies of the Cayman Islands on or about September 11, 2023 (the "Certificate of Good Standing");
9.  The Register of Directors and Officers of the Issuer, as maintained at the registered office of the Issuer (the "Register of Directors");
10.  The Register of Members of the Issuer, as maintained at the registered office of the Issuer (the "Register of Members");
11.  The written resolutions of the Board of Directors of the Issuer, dated August 20, 2023, authorizing, inter alia, the execution, delivery, and performance by the Issuer of the Transaction Documents (as defined below) and the issuance of the Notes (the "Board Resolutions");
12.  The Officer's Certificate of the Issuer, dated September 12, 2023 (the "Officer's Certificate");
13.  The Secretary's (Director's) Certificate of the Issuer, dated September 12, 2023 (the "Secretary's Certificate"), certifying, inter alia, the incumbency and specimen signatures of the officers and authorized signatories of the Issuer and attaching copies of the Memorandum and Articles of Association and the Board Resolutions; and
14.  The Final Offering Memorandum, dated August 18, 2023, relating to the offer and sale of the Notes (the "Offering Memorandum").
The Indenture, the First Supplemental Indenture, the Collateral Management Agreement, the Co-Issuance Agreement, the Note Purchase Agreement, and the Collateral Administration Agreement are hereinafter collectively referred to as the "Transaction Documents." The Transaction Documents and all other documents listed above are hereinafter collectively referred to as the "Opinion Documents."
We have also made such searches and investigations as we have considered necessary or appropriate for the purposes of this opinion, including a search of the records of the Grand Court of the Cayman Islands (the "Grand Court") conducted on or about September 11, 2023, and a search of the records maintained by the Registrar of Companies of the Cayman Islands.
3. Assumptions
In rendering the opinions set forth herein, we have assumed the following without independent investigation or verification:
(a) All signatures, seals, and dates appearing on the Opinion Documents and all other documents examined by us are genuine.
(b) All documents submitted to us as originals are authentic and complete, and all documents submitted to us as copies (whether certified, photostatic, facsimile, or electronic) are true and complete copies of, and conform to, the originals thereof.
(c) The Transaction Documents have been duly authorized, executed, and delivered by all parties thereto other than the Issuer, in accordance with all applicable laws of each relevant jurisdiction (other than the laws of the Cayman Islands), and constitute the legal, valid, and binding obligations of each such party under the laws governing such documents.
(d) The choice of the laws of the State of New York as the governing law of the Indenture, the First Supplemental Indenture, the Collateral Management Agreement, the Co-Issuance Agreement, the Note Purchase Agreement, and the Collateral Administration Agreement is bona fide, valid, and effective as a matter of the laws of the State of New York.
(e) All representations, warranties, and statements of fact contained in the Opinion Documents (including those made by the Issuer therein) are true, accurate, and complete as of the date hereof and as of the respective dates on which they were made.
(f) The Issuer has received, or will receive, adequate and valuable consideration for entering into each Transaction Document to which it is a party and for the issuance of the Notes.
(g) Each of the Transaction Documents constitutes the legal, valid, and binding obligation of each party thereto (other than the Issuer) under the law expressed to govern such document, enforceable in accordance with its terms against each such party.
(h) No invitation has been made or will be made to the public in the Cayman Islands to subscribe for the Notes, and the Notes will not be offered or sold within the Cayman Islands to any person other than in compliance with the laws of the Cayman Islands.
(i) The registered office of the Issuer is and remains at PO Box 4927, Windward House, 3rd Floor, George Town, Grand Cayman KY1-1306, Cayman Islands, and the Issuer conducts its principal activities from such registered office address or from offices outside the Cayman Islands.
(j) The Issuer is a newly formed special purpose vehicle incorporated solely for the purpose of entering into the transactions contemplated by the Transaction Documents and the issuance of the Notes. The Issuer is not itself registered with the Cayman Islands Monetary Authority ("CIMA") and does not hold a CIMA Registration Number. For the avoidance of doubt, the reference to CIMA Registration No. MC-2017-02834 pertains to Driftwood Absolute Return Fund Ltd. (the parent fund) and not to the Issuer.
(k) The Board Resolutions have not been amended, varied, supplemented, or revoked and remain in full force and effect as of the date hereof.
(l) No circumstances exist that would render any of the Transaction Documents voidable or void as a matter of Cayman Islands law, including but not limited to fraud, duress, mistake, misrepresentation, undue influence, or lack of capacity.
(m) There are no agreements, documents, instruments, or arrangements to which the Issuer is a party or by which it is bound, other than those examined by us in connection with this opinion, that would affect or modify the opinions expressed herein.
4. Opinions
On the basis of, and subject to, the assumptions, qualifications, reservations, and limitations set forth herein, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
4.1 Due Incorporation and Good Standing
The Issuer has been duly incorporated as an exempted company with limited liability under the Companies Act (As Revised) of the Cayman Islands (the "Companies Act") and is validly existing and in good standing as of the date hereof. The Issuer's Cayman Islands registration number is EX-382916.
Based on the Certificate of Good Standing obtained from the Registrar of Companies of the Cayman Islands dated on or about September 11, 2023, the Issuer is of good standing under the laws of the Cayman Islands. In this context, "good standing" means that all filing fees and annual returns required to be paid to, or filed with, the Registrar of Companies of the Cayman Islands under the Companies Act have been duly paid or filed, as applicable, and that no steps have been taken to strike the Issuer's name from the Register of Companies maintained by the Registrar of Companies.
4.2 Corporate Power and Authority
The Issuer has the requisite corporate power and authority under its Memorandum and Articles of Association and under the laws of the Cayman Islands to:
(a) enter into, execute, and deliver each of the Transaction Documents to which it is a party, including the Indenture, the First Supplemental Indenture, the Collateral Management Agreement, the Co-Issuance Agreement, the Collateral Administration Agreement, and the Note Purchase Agreement;
(b) issue the Notes (being the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, and the Subordinated Notes) in the aggregate principal amount of $400,000,000; and
(c) perform its obligations under each of the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby.
The objects clause contained in the Memorandum of Association of the Issuer is sufficiently broad to authorize the entering into and performance of the Transaction Documents by the Issuer and the issuance of the Notes. Nothing in the Articles of Association of the Issuer restricts or limits the corporate power or authority of the Issuer to undertake any of the foregoing actions.
4.3 Due Authorization
The execution, delivery, and performance by the Issuer of each of the Transaction Documents to which it is a party, and the issuance of the Notes, have been duly authorized by all necessary corporate action on the part of the Issuer. The Board Resolutions dated August 20, 2023, duly and properly adopted by the sole director (or directors, as the case may be) of the Issuer in accordance with the Memorandum and Articles of Association and the Companies Act, authorize the foregoing actions.
No shareholder approval, consent, or other corporate action by the members of the Issuer is required under the Memorandum and Articles of Association or under the laws of the Cayman Islands in connection with the execution, delivery, and performance of the Transaction Documents or the issuance of the Notes. The Board Resolutions constitute sufficient and valid corporate authorization for all such purposes.
4.4 Execution and Delivery
Each of the Transaction Documents to which the Issuer is a party has been duly executed and delivered by or on behalf of the Issuer. The persons who executed the Transaction Documents on behalf of the Issuer were duly authorized to do so pursuant to the Board Resolutions dated August 20, 2023, as confirmed by the Secretary's (Director's) Certificate of the Issuer dated September 12, 2023. We have satisfied ourselves, on the basis of the Secretary's Certificate and our examination of the Register of Directors and Officers, that the persons who executed the Transaction Documents on behalf of the Issuer were, at the time of such execution, duly authorized officers, directors, or authorized signatories of the Issuer.
4.5 Enforceability under Cayman Islands Law
Subject to the qualifications and reservations set forth in Section 5 below, the obligations of the Issuer under each Transaction Document to which it is a party constitute legal, valid, and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, insofar as the laws of the Cayman Islands are concerned.
The foregoing opinion as to enforceability is subject to the following qualifications:
(i) enforceability may be limited by applicable bankruptcy, insolvency, liquidation, winding-up, reorganization, moratoria, and other similar laws of general application affecting the enforcement of creditors' rights under the laws of the Cayman Islands;
(ii) enforceability may be limited by general principles of equity, including the principles governing the availability of equitable remedies, regardless of whether enforcement is sought in a proceeding at law or in equity; and
(iii) the remedies of specific performance, injunctive relief, and other equitable remedies are discretionary and may not be available in all circumstances, including where damages would be considered an adequate remedy by the courts of the Cayman Islands.
4.6 Choice of Law
The choice of the laws of the State of New York as the governing law of the Indenture, the First Supplemental Indenture, the Collateral Management Agreement, the Co-Issuance Agreement, the Note Purchase Agreement, and the Collateral Administration Agreement will be recognized and given effect by the courts of the Cayman Islands as a valid choice of law, subject to the following qualifications:
(a) such choice must be bona fide, legal, and not contrary to the public policy of the Cayman Islands;
(b) the courts of the Cayman Islands will not apply the laws of the State of New York to the extent that such laws are procedural in nature, it being understood that procedural matters are governed by Cayman Islands law as the law of the forum (lex fori); and
(c) the courts of the Cayman Islands will not enforce a foreign revenue, penal, or public law, and will not give effect to any provision of the chosen governing law to the extent that doing so would be contrary to the mandatory rules of Cayman Islands law or the public policy of the Cayman Islands.
4.7 No Conflict / No Violation
The execution, delivery, and performance by the Issuer of each Transaction Document to which it is a party, and the issuance of the Notes by the Issuer, do not and will not:
(a) violate or conflict with the Memorandum and Articles of Association of the Issuer;
(b) violate or conflict with any law, regulation, order, or rule of the Cayman Islands currently in effect and applicable to the Issuer; or
(c) result in a breach of any order, judgment, award, injunction, or decree of any court or governmental authority of the Cayman Islands that is binding on the Issuer (insofar as the foregoing has been revealed by our searches and inquiries described herein).
4.8 No Consents or Approvals
No consent, approval, license, order, authorization, or validation of, or registration, qualification, designation, declaration, or filing with, any governmental authority, regulatory body, court, or other body in the Cayman Islands is required in connection with:
(a) the execution and delivery by the Issuer of the Transaction Documents to which it is a party;
(b) the issuance by the Issuer of the Notes; or
(c) the performance by the Issuer of its obligations under the Transaction Documents to which it is a party.
The foregoing opinion is given on the basis that the Notes are not being offered or sold to the public in the Cayman Islands and that no invitation has been or will be made to the public in the Cayman Islands to subscribe for the Notes.
4.9 Cayman Islands Tax Exemption
Under existing Cayman Islands law as at the date hereof:
(a) The Cayman Islands does not currently impose any taxes on profits, income, gains, or appreciations, and there are no Cayman Islands income, corporation, capital gains, estate, inheritance, or withholding taxes payable by or on behalf of the Issuer or in respect of payments made by the Issuer under the Transaction Documents or in respect of the Notes.
(b) The Issuer is entitled to apply for, and based on current administrative practice is expected to receive, an undertaking from the Governor in Cabinet of the Cayman Islands pursuant to the Tax Concessions Act (As Revised) of the Cayman Islands (the "Tax Concessions Act") to the effect that, for a period of twenty (20) years from the date of such undertaking, no law enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains, or appreciations shall apply to the Issuer or its operations, and no such tax or any tax in the nature of estate duty or inheritance tax shall be payable on or in respect of the shares, debentures, or other obligations (including the Notes) of the Issuer.
(c) No stamp duty or documentary tax is payable in the Cayman Islands on the issuance, transfer, or other disposition of the Notes, provided that the Notes are not secured by, and do not relate to, any interest in land or other real property situated in the Cayman Islands.
(d) There are no exchange control regulations or currency restrictions currently in force in the Cayman Islands that are applicable to the Issuer or to any of the transactions contemplated by the Transaction Documents, including the payment of principal, interest, or other amounts in respect of the Notes.
4.10 No Proceedings
Based solely upon our search of the Cause Book and records of the Grand Court of the Cayman Islands conducted on or about September 11, 2023, and subject to the limitations inherent in any such search (including the fact that such records may not be complete or up to date, and that proceedings may have been commenced but not yet entered in the records of the Grand Court), no actions, suits, or proceedings are pending or have been filed against the Issuer in the Grand Court as of the date of such search. We have not conducted any search of the records of any court other than the Grand Court, and we express no opinion with respect to proceedings, if any, in any other court or tribunal.
4.11 Notes as Securities
The Notes, when duly issued and authenticated in accordance with the terms of the Indenture and the First Supplemental Indenture, will constitute valid and binding obligations of the Issuer in accordance with their terms, insofar as the laws of the Cayman Islands are concerned. This opinion is subject to the enforceability qualifications and reservations set forth in Section 4.5 above and the qualifications and reservations set forth in Section 5 below.
5. Qualifications and Reservations
The opinions expressed in this letter are subject to the following qualifications and reservations:
1.  Insolvency and Liquidation. The enforceability of the obligations of the Issuer under the Transaction Documents and the Notes may be limited by applicable bankruptcy, insolvency, liquidation, winding-up, reorganization, moratorium, fraudulent disposition, or other similar laws of general application affecting the rights and remedies of creditors under the laws of the Cayman Islands. In particular, the provisions of the Companies Act relating to the winding up of companies, preferences, transactions at an undervalue, and voidable floating charges may affect the enforceability of such obligations in certain circumstances.
2.  Equitable Remedies. The availability of equitable remedies (including, without limitation, specific performance, injunctive relief, declaratory relief, and other discretionary remedies) is subject to the discretion of the court and may not be available in all circumstances or as a matter of right. In particular, a court may decline to grant specific performance or injunctive relief where it determines that monetary damages would constitute an adequate remedy or where the granting of such relief would be inequitable in the circumstances.
3.  Foreign Judgments. Although a judgment of a foreign court (including, for example, a court of the State of New York or a United States federal court) is not directly enforceable in the Cayman Islands by registration or statutory procedure, the courts of the Cayman Islands will, at common law, recognize and enforce a foreign money judgment of a court of competent jurisdiction without retrial on the merits of the underlying dispute, provided that:
(a) such judgment is final and conclusive (and the foreign court has not reserved the right to vary the judgment);
(b) the sum payable pursuant to such judgment is for a liquidated amount (not being a sum payable in respect of penalties, taxes, fines, or similar fiscal or revenue obligations);
(c) the foreign court had jurisdiction over the parties to the proceedings in which such judgment was obtained, as recognized by the conflict of laws rules of the Cayman Islands;
(d) the judgment was not obtained by fraud;
(e) the enforcement of such judgment would not be contrary to public policy in the Cayman Islands; and
(f) the proceedings in which such judgment was obtained were not conducted in a manner contrary to the principles of natural justice of the Cayman Islands.
4.  Penalties and Revenue Claims. The courts of the Cayman Islands will not enforce, directly or indirectly, a judgment or claim that is penal or revenue in nature, or that relates to the collection of taxes, fines, or other fiscal obligations of a foreign state.
5.  Stamp Duty. This opinion is given on the assumption that no Transaction Document or Note will need to be produced in evidence before a court or tribunal in the Cayman Islands. Should any such document be so produced, nominal stamp duty may be payable thereon in accordance with the Stamp Duty Act (As Revised) of the Cayman Islands. Such stamp duty is nominal in amount and is not expected to be material.
6.  Winding-Up Currency. In the event of a winding up of the Issuer, claims by creditors denominated in currencies other than the Cayman Islands dollar will be converted into Cayman Islands dollars at the rate of exchange prevailing on the date of the winding-up order (in the case of a compulsory winding up) or the date of the resolution to wind up (in the case of a voluntary winding up). Accordingly, creditors holding claims in foreign currencies may be exposed to exchange rate fluctuations and may receive amounts in Cayman Islands dollars that differ from the amounts to which they would otherwise be entitled in the relevant foreign currency.
7.  Set-Off and Counterclaim. The courts of the Cayman Islands may permit a defendant to assert a right of set-off or counterclaim in connection with the enforcement of contractual obligations, notwithstanding that the relevant Transaction Document may purport to limit, restrict, or exclude such rights. The availability and scope of any such set-off or counterclaim will depend upon the facts and circumstances of the particular case and the applicable principles of law and equity.
8.  Limitations. This opinion relates only to the laws of the Cayman Islands as in effect on the date hereof. This opinion is given on the basis that it will be governed by and construed in accordance with the laws of the Cayman Islands. We express no opinion as to any matter of fact, and we have not been responsible for investigating or verifying any matter of fact.
6. Limitations on Opinion
This opinion is limited to, and addresses solely, matters of Cayman Islands law as currently in effect and as currently interpreted and applied by the courts of the Cayman Islands. 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 of America, or the laws of any other jurisdiction. In particular, we express no opinion as to matters arising under or in connection with the Securities Act of 1933 (as amended), the Securities Exchange Act of 1934 (as amended), the Investment Company Act of 1940 (as amended), the Employee Retirement Income Security Act of 1974 (as amended) ("ERISA"), the Internal Revenue Code of 1986 (as amended), or any other federal, state, or local law, rule, or regulation of the United States of America.
This opinion is confined to, and given on the basis of, the laws and practice in the Cayman Islands current as at the date hereof. We assume no obligation to advise the addressees or any other person of any change in law or fact, or of any matter coming to our attention after the date hereof, that may affect the opinions expressed herein, whether or not such change or matter would affect the opinions if such change were made or such matter had occurred prior to the date hereof. We disclaim any obligation to update or supplement this opinion to reflect any changes in law or fact occurring after the date hereof.
This opinion does not address any commercial, business, or financial matters, the adequacy of any consideration given or received, or any matter of fact, including, without limitation, the accuracy, completeness, or fairness of any representation, warranty, or statement of fact contained in or made in connection with any Transaction Document, the Offering Memorandum, or any other Opinion Document. We have not been asked to, and do not, express any opinion on, and this opinion does not cover, any matters of Cayman Islands regulatory law other than as specifically addressed herein.
We have not made any investigation of the laws of any jurisdiction other than the Cayman Islands and have based our opinion solely upon our knowledge and understanding of the laws of the Cayman Islands. We express no opinion as to whether the Issuer or any other party has complied with the terms or conditions of any of the Transaction Documents, or as to whether any event has occurred that would constitute a default or an event of default under any of the Transaction Documents.
7. Reliance and Benefit
This opinion is given solely for the benefit of the addressees hereof — namely, Ironclad Trust Company, N.A. (in its capacities as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator), Meridian Atlantic Securities LLC (as Lead Placement Agent), Northbridge Capital Markets Inc. (as Co-Placement Agent), and Calderwood & Harkness LLP (as Issuer's Counsel) — in connection with the transactions described herein and the Closing Date of September 12, 2023.
This opinion may not be relied upon by any other person or entity, or for any purpose other than in connection with the transactions described herein, without the prior written consent of Applegategate Offshore Services Ltd. No person or entity other than the addressees is entitled to rely on this opinion.
Notwithstanding the foregoing, this opinion may be disclosed to, and relied upon by, subsequent holders and beneficial owners of the Notes to the extent required or permitted under the terms of the Indenture and the Note Purchase Agreement, provided that any such disclosure and reliance shall be subject in all respects to the assumptions, qualifications, reservations, and limitations set forth herein. Any such subsequent holder or beneficial owner who relies on this opinion shall be deemed to have accepted and agreed to be bound by the terms, conditions, and limitations of this opinion as if such holder or beneficial owner were an original addressee hereof.
This opinion is delivered in connection with the Closing Date of September 12, 2023, and speaks only as of such date. We express no opinion as to any matter or circumstance that may arise or change after the date hereof.
This opinion is governed by and shall be construed in accordance with the laws of the Cayman Islands.
Yours faithfully,
APPLEGATE OFFSHORE SERVICES LTD.
By: ________
Name: Nigel Pemberton
Title: Partner
Windward House, 4th Floor George Town, Grand Cayman KY1-1306, Cayman Islands

APPLEGATE OFFSHORE SERVICES LTD. Windward House, 4th Floor George Town, Grand Cayman KY1-1306, Cayman Islands

APPLEGATE OFFSHORE SERVICES LTD.

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