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ASHWORTH & PRATT LLP Attorneys at Law

One Liberty Plaza, 46th Floor New York, New York 10006

Telephone: (212) 554-7800 Facsimile: (212) 554-7801

September 12, 2023

Driftwood CLO 2023-I, Ltd. PO Box 4927, Windward House, 3rd Floor George Town, Grand Cayman KY1-1306 Cayman Islands (as Issuer)

Driftwood CLO 2023-I, LLC c/o National Registered Agents Inc. 1209 Orange Street Wilmington, Delaware 19801 (as Co-Issuer)

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

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

Driftwood Credit Management LLC 200 Brickell Avenue, Suite 3100 Miami, Florida 33131 (as Collateral Manager)

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

Re: Driftwood CLO 2023-I — Trustee's Counsel Opinion

Ladies and Gentlemen:

1. Introduction

We have acted as counsel to Ironclad Trust Company, National Association ("Ironclad Trust" or the "Trustee"), a national banking association duly organized and validly existing under the laws of the United States, with its principal corporate trust office located at 100 Wall Street, Suite 1650, New York, New York 10005, in connection with the transactions described below. This opinion letter (this "Opinion") is delivered to you in connection with the closing on September 12, 2023 (the "Closing Date") of the issuance and sale by Driftwood CLO 2023-I, Ltd. (the "Issuer"), an exempted company with limited liability incorporated under the laws of the Cayman Islands (Cayman Registration No. EX-382916), and Driftwood CLO 2023-I, LLC (the "Co-Issuer"), a Delaware limited liability company (Delaware Division of Corporations File No. 7429831), of $400,000,000 aggregate principal amount of notes in the tranches described below (collectively, the "Notes").

This Opinion is delivered pursuant to Section 3.01(b)(vi) of the Indenture (as defined below) and Section 7(d)(3) of the Note Purchase Agreement (as defined below), in each case as a condition precedent to the closing of the transactions contemplated thereby. This Opinion is being furnished to you in your respective capacities as indicated above and addresses solely the matters expressly set forth herein.

The Notes are being offered and sold in reliance upon the exemptions from registration provided by Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), and consist of the following tranches:

(i) $256,000,000 aggregate principal amount of 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");

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

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

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

(v) $16,000,000 aggregate principal amount of Class D Secured Deferrable Floating Rate Notes due 2036 (the "Class D Notes"), rated "BB" by Brindoval and "BB" by Ridgeline; and

(vi) $36,000,000 aggregate principal amount of Subordinated Notes due 2036 (the "Subordinated Notes"), which are unrated.

The Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, and the Class D Notes are referred to collectively herein as the "Secured Notes." The Secured Notes and the Subordinated Notes are referred to collectively herein as the "Notes."

2. Defined Terms and Documents Reviewed

2.1 Defined Terms

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Indenture. The Indenture, the Supplemental Indenture, the Collateral Administration Agreement, and the Note Purchase Agreement, together with all exhibits, schedules, and annexes thereto, are referred to collectively herein as the "Opinion Documents." References to the "Trustee" shall mean Ironclad Trust Company, N.A. in all of its capacities under the Opinion Documents, including as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator, unless the context otherwise requires.

2.2 Documents Reviewed

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

(a) The Indenture, dated as of August 22, 2023, among the Issuer, the Co-Issuer, and Ironclad Trust Company, N.A., in its capacities as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator (the "Indenture");

(b) The First Supplemental Indenture, dated as of September 8, 2023, among the Issuer, the Co-Issuer, and the Trustee, supplementing and amending certain provisions of the Indenture (the "Supplemental Indenture," and together with the Indenture, the "Indenture Documents");

(c) The Collateral Administration Agreement, dated as of August 22, 2023, among the Issuer, Driftwood Credit Management LLC, as Collateral Manager, and Ironclad Trust Company, N.A., as Collateral Administrator (the "Collateral Administration Agreement");

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

(e) The global notes representing each tranche of Notes issued by the Issuer and the Co-Issuer, in definitive form, including the following CUSIPs:

(1) CUSIP No. 26738TAA5 — Class A-1 Notes (Rule 144A Global Note);

(2) CUSIP No. G2694LAA7 — Class A-1 Notes (Regulation S Global Note);

(3) CUSIP No. 26738TAB3 — Class A-2 Notes (Rule 144A Global Note);

(4) CUSIP No. 26738TAC1 — Class B Notes (Rule 144A Global Note);

(5) CUSIP No. 26738TAD9 — Class C Notes (Rule 144A Global Note);

(6) CUSIP No. 26738TAE7 — Class D Notes (Rule 144A Global Note); and

(7) CUSIP No. 26738TAF4 — Subordinated Notes (Rule 144A Global Note);

(f) Certificates of authorized officers of the Trustee, dated as of the date hereof, as to certain factual matters relating to the Trustee and the transactions contemplated by the Opinion Documents (the "Officer's Certificates");

(g) The charter documents, articles of association, and relevant bylaws of the Trustee, each as currently in effect, including all amendments thereto through the date hereof;

(h) A certificate of good standing and corporate existence of the Trustee issued by the Office of the Comptroller of the Currency, dated as of a recent date prior to the date hereof; and

(i) Such other documents, records, agreements, corporate proceedings, certificates, instruments, and matters of law as we have deemed necessary or appropriate for the purpose of rendering the opinions set forth herein.

3. Assumptions

In rendering the opinions expressed herein, we have, with your consent and without independent investigation or verification, assumed the following:

(a) The genuineness of all signatures (other than those of authorized officers of the Trustee) on all documents examined by us in connection with this Opinion, and the authenticity and completeness of all documents submitted to us as originals.

(b) The conformity to authentic originals of all documents submitted to us as copies, whether certified, conformed, photostatic, electronic, or otherwise, and the authenticity and completeness of the originals of such copies.

(c) The legal capacity of all natural persons who have executed any of the Opinion Documents or any other documents or instruments reviewed by us in connection with this Opinion.

(d) That each party to the Opinion Documents (other than the Trustee) has the requisite power, authority, and legal right under all applicable laws and its respective organizational documents to enter into, execute, deliver, and perform its obligations under the Opinion Documents to which it is a party, and that the execution, delivery, and performance of such Opinion Documents by each such party do not and will not violate or conflict with any applicable law, regulation, order, judgment, or decree, or any agreement or instrument binding upon such party.

(e) That each of the Opinion Documents has been duly authorized, executed, and delivered by each party thereto (other than the Trustee), and that each such party has taken all corporate, limited liability company, or other organizational action necessary to authorize such execution, delivery, and performance.

(f) That each of the Opinion Documents constitutes a legal, valid, and binding obligation of each party thereto (other than the Trustee), enforceable against each such party in accordance with its respective terms, subject to applicable bankruptcy, insolvency, and similar laws and to general principles of equity.

(g) The accuracy and completeness of all certificates, representations, and statements of officers of the Trustee that we have relied upon in rendering this Opinion, including, without limitation, the Officer's Certificates described in Section 2.2(f) above. We have not independently verified any of the factual matters set forth in such certificates, representations, and statements.

We have made no independent investigation or inquiry beyond the foregoing and the examination of the documents described in Section 2.2 above. No inference as to our knowledge of any matters bearing on the accuracy or completeness of any such documents or statements should be drawn from the fact of our representation of the Trustee.

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 Organization and Good Standing

Ironclad Trust Company, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States. Its charter was duly granted by the Office of the Comptroller of the Currency, and the Trustee possesses full corporate power and authority to carry on its business as presently conducted, including the exercise of fiduciary and trust powers as authorized under its charter and the applicable provisions of the National Bank Act, 12 U.S.C. § 1 et seq., and the regulations of the Office of the Comptroller of the Currency promulgated thereunder.

4.2 Power and Authority

The Trustee has the requisite corporate power and authority under applicable federal and state law and under its charter documents, articles of association, and bylaws to:

(a) enter into the Indenture and the Supplemental Indenture as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator thereunder;

(b) enter into the Collateral Administration Agreement as Collateral Administrator thereunder;

(c) execute and deliver each of the Opinion Documents to which it is a party, and each other certificate, instrument, agreement, and document delivered by the Trustee in connection with the transactions contemplated thereby;

(d) accept appointment as, and act in the capacities of, Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator under the Indenture and the other Opinion Documents, as applicable;

(e) perform its obligations under the Opinion Documents in each of its capacities described therein; and

(f) authenticate the Notes on behalf of the Issuer and the Co-Issuer, as contemplated by the Indenture.

4.3 Due Authorization

The execution, delivery, and performance by the Trustee of each of the Opinion Documents to which it is a party, and the consummation of the transactions contemplated thereby, including, without limitation, the authentication and delivery of the Notes, have been duly authorized by all necessary corporate action on the part of the Trustee, including all requisite approvals by the appropriate officers and/or committees thereof in accordance with the Trustee's charter, bylaws, and internal corporate governance procedures. No further corporate action or proceeding on the part of the Trustee or its board of directors, shareholders, or any committee thereof is required in connection with the execution, delivery, or performance of the Opinion Documents by the Trustee or the consummation of the transactions contemplated thereby.

4.4 Execution and Delivery

Each of the Opinion Documents to which the Trustee is a party has been duly executed and delivered by the Trustee. The individual who executed the Opinion Documents on behalf of the Trustee, Catherine Nowak, Vice President, Corporate Trust, was, at the time of such execution, and remains as of the date hereof, a duly authorized officer of the Trustee, and was duly empowered and authorized to execute and deliver each such Opinion Document on behalf of the Trustee in all of its capacities thereunder. We have verified such authorization through review of the Trustee's corporate resolutions, incumbency certificates, and internal delegation of authority documentation provided to us by the Trustee.

4.5 Enforceability. Each of the Opinion Documents to which the Trustee is a party constitutes a legal, valid, and binding obligation of the Trustee, enforceable against the Trustee in accordance with its respective terms, subject, however, to the qualifications and limitations set forth in Section 5.1 below (the "Enforceability Qualifications"). The enforceability opinion expressed in this Section 4.5 is given as of the date hereof and is subject in its entirety to the assumptions, qualifications, and limitations set forth elsewhere in this Opinion.

4.6 No Conflict

The execution, delivery, and performance by the Trustee of the Opinion Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the charter or bylaws of the Trustee, each as currently in effect;

(b) violate, conflict with, or constitute a breach of any law, statute, rule, or regulation of the United States or the State of New York applicable to the Trustee in its capacity as a national banking association and in its role as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator under the Opinion Documents, including, without limitation, the National Bank Act and the regulations of the Office of the Comptroller of the Currency; or

(c) result in a breach of, or constitute a default (or any event that, with the giving of notice or lapse of time, or both, would constitute a default) under, or result in the creation of any lien, charge, or encumbrance upon any asset of the Trustee pursuant to, any material agreement, indenture, mortgage, deed of trust, loan agreement, or other instrument binding upon the Trustee that has been identified to us in writing by the Trustee.

We note that our opinion in clause (c) above is limited to those material agreements and instruments that have been specifically identified to us by the Trustee in the Officer's Certificates and that we have not conducted any independent search for or review of any other agreements or instruments to which the Trustee may be a party.

4.7 No Consent or Approval Required

No consent, approval, authorization, order, registration, qualification, or filing with or from any federal or state governmental authority or regulatory body is required for the Trustee's execution, delivery, and performance of the Opinion Documents to which it is a party, or for the consummation by the Trustee of the transactions contemplated thereby, except for such consents, approvals, authorizations, orders, registrations, qualifications, and filings as have been obtained, given, or made prior to or on the date hereof, and all of which remain in full force and effect as of the date hereof.

4.8 No Litigation

To our knowledge (as qualified by Section 5.8 below), based solely upon inquiry of responsible officers of the Trustee, as of the date hereof there is no pending action, suit, proceeding, investigation, or claim before any court, governmental agency, regulatory body, or arbitral tribunal against or affecting the Trustee that (i) challenges the validity or enforceability of any of the Opinion Documents or the transactions contemplated thereby, or (ii) if adversely determined, would materially impair the Trustee's ability to perform its obligations under any of the Opinion Documents. To our knowledge (as so qualified), no such action, suit, proceeding, investigation, or claim has been threatened in writing against the Trustee.

5. Qualifications and Limitations

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

5.1 Enforceability Qualifications

The enforceability opinion set forth in Section 4.5 above is subject to and limited by:

(a) Applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the rights of creditors of national banking associations.

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

(c) The possible unenforceability or limitation of provisions of the Opinion Documents that purport to provide for indemnification, contribution, or exculpation of a party against liability where such indemnification, contribution, or exculpation is contrary to public policy or prohibited or limited by applicable federal or state law, including, without limitation, indemnification for the Trustee's own gross negligence, willful misconduct, or bad faith.

(d) The effect of the exercise of judicial discretion with respect to the availability of specific performance, injunctive relief, and other equitable remedies, including the principle that equitable remedies are discretionary and may be subject to requirements of good faith, the absence of unclean hands, and other equitable defenses.

5.2 Governing Law Qualification

This Opinion is limited in all respects to the federal laws of the United States (including, without limitation, the National Bank Act and the regulations of the Office of the Comptroller of the Currency applicable to national banking associations such as the Trustee) and the laws of the State of New York, and we express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the Cayman Islands, the State of Delaware, or any other state or foreign jurisdiction. We note for your reference that the Indenture and the ancillary Opinion Documents are governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law). We express no opinion as to the enforceability of any choice of law or choice of forum provisions contained in the Opinion Documents or as to whether a court in any jurisdiction would give effect to such provisions.

5.3 Scope Limitation — Capacity as Trustee Only

This Opinion addresses the Trustee solely in its capacity as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator under the Opinion Documents, and does not address any individual, personal, or other institutional capacity of Ironclad Trust Company, N.A. No opinion is expressed with respect to any relationship, agreement, obligation, or capacity of the Trustee other than those expressly contemplated by the Opinion Documents. This Opinion does not address the Trustee's duties, obligations, or liabilities to any person or entity other than as expressly set forth in the Opinion Documents.

5.4 No Tax Opinion

No opinion is expressed herein regarding any tax matters whatsoever, including, without limitation: (i) the characterization of the Notes (or any tranche thereof) as debt or equity for U.S. federal, state, or local income tax purposes; (ii) the U.S. trade or business status of the Issuer or the Collateral Manager; (iii) the characterization of the Issuer as a passive foreign investment company, a controlled foreign corporation, or any other classification under the Internal Revenue Code of 1986, as amended (the "Code"); (iv) the disregarded entity treatment of the Co-Issuer for U.S. federal income tax purposes; (v) the application of withholding taxes to payments on the Notes; or (vi) any other tax consequences arising in connection with the issuance, purchase, ownership, or disposition of the Notes.

5.5 Securities Law Limitation

No opinion is expressed herein with respect to compliance with, or the applicability of, any federal or state securities laws, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or any state "blue sky" or securities laws. We have not been asked to opine, and we do not opine, on the availability or proper application of any exemption from registration under the Securities Act or any other securities law in connection with the offer and sale of the Notes.

5.6 Trust Indenture Act

The Indenture has not been qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), and no opinion is expressed herein regarding the necessity or advisability of such qualification. We note that qualification under the TIA is not required for indentures relating to securities offered and sold exclusively in transactions exempt from registration under the Securities Act, including transactions conducted pursuant to Rule 144A and Regulation S. No opinion is expressed as to whether the Indenture would satisfy the requirements of the TIA if qualification were required.

5.7 ERISA Limitation

No opinion is expressed herein with respect to compliance with, or the applicability of, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 4975 of the Code, any regulations promulgated thereunder, or any substantially similar federal, state, or local law. We express no opinion as to whether the Notes (or any tranche thereof) may be acquired, held, or transferred by or on behalf of any "employee benefit plan" as defined in Section 3(3) of ERISA, any "plan" as defined in Section 4975(e)(1) of the Code, or any entity whose underlying assets include "plan assets" by reason of a plan's investment therein.

5.8 Knowledge Qualification

As used in this Opinion, the phrases "to our knowledge," "known to us," and words of similar import refer solely to the actual knowledge, as of the date hereof, of the attorneys at Ashworth & Pratt LLP who have devoted substantive attention to this engagement, and specifically to Lillian Marchetti, Partner, Trust & Fiduciary Group. Such phrases do not include constructive or imputed knowledge. Except as expressly set forth herein, we have not undertaken any independent investigation or inquiry with respect to any factual matters referred to in this Opinion, including, without limitation, any search of court dockets, regulatory records, or other public filings. No inference as to our knowledge of any matters bearing on the accuracy of the factual matters set forth herein should be drawn from the fact of our representation of the Trustee or from the rendering of this Opinion.

6. Reliance and Distribution

This Opinion is rendered solely for the benefit of, and may be relied upon only by, the addressees hereto: (i) Driftwood CLO 2023-I, Ltd., as Issuer; (ii) Driftwood CLO 2023-I, LLC, as Co-Issuer; (iii) Meridian Atlantic Securities LLC, as Placement Agent; (iv) Northbridge Capital Markets Inc., as Co-Placement Agent; (v) Driftwood Credit Management LLC, as Collateral Manager; and (vi) Calderwood & Harkness LLP, as Issuer's Counsel. This Opinion may also be relied upon by the holders of the Notes from time to time outstanding, but solely to the extent expressly provided in, and subject to the terms and conditions of, the Indenture and the Note Purchase Agreement.

This Opinion may not be relied upon by any other person or entity, or for any purpose other than the transactions contemplated by the Opinion Documents, without the prior written consent of Ashworth & Pratt LLP. Any such consent, if given, shall not be deemed to establish any attorney-client relationship between Ashworth & Pratt LLP and the person or entity to whom such reliance is extended.

This Opinion is limited to the matters expressly stated herein, and no opinion is to be inferred or implied beyond the matters expressly set forth herein. Without limiting the foregoing, we express no opinion with respect to the business, financial condition, solvency, or creditworthiness of the Issuer, the Co-Issuer, the Collateral Manager, or any other party to the transactions contemplated by the Opinion Documents.

This Opinion is rendered as of the date hereof, and we assume no obligation to advise you of, or to update or supplement this Opinion to reflect, any facts, circumstances, events, or changes in law (including, without limitation, any changes in statutes, regulations, judicial or administrative decisions, or interpretive guidance) that may hereafter come to our attention or occur after the date hereof, even if any such facts, circumstances, events, or changes in law would affect or modify the opinions expressed herein. The opinions expressed herein are rendered solely as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the matters stated, represented, or assumed herein or of any subsequent changes in applicable law.

[Signature Page Follows]

[Signature Page to Trustee's Counsel Opinion]

Very truly yours,

ASHWORTH & PRATT LLP

By: ________

Lillian Marchetti Partner, Trust & Fiduciary Group

One Liberty Plaza, 46th Floor New York, New York 10006 Telephone: (212) 554-7800

Email: lmarchetti@ashworthpratt.com

ASHWORTH & PRATT LLP Attorneys at Law
One Liberty Plaza, 46th Floor New York, New York 10006
Telephone: (212) 554-7800 Facsimile: (212) 554-7801
September 12, 2023
Driftwood CLO 2023-I, Ltd. PO Box 4927, Windward House, 3rd Floor George Town, Grand Cayman KY1-1306 Cayman Islands (as Issuer)
Driftwood CLO 2023-I, LLC c/o National Registered Agents Inc. 1209 Orange Street Wilmington, Delaware 19801 (as Co-Issuer)
Meridian Atlantic Securities LLC 383 Madison Avenue, 22nd Floor New York, New York 10179 (as Placement Agent)
Northbridge Capital Markets Inc. 1251 Avenue of the Americas, 34th Floor New York, New York 10020 (as Co-Placement Agent)
Driftwood Credit Management LLC 200 Brickell Avenue, Suite 3100 Miami, Florida 33131 (as Collateral Manager)
Calderwood & Harkness LLP 450 Park Avenue New York, New York 10022 (as Issuer's Counsel)
Re: Driftwood CLO 2023-I — Trustee's Counsel Opinion
Ladies and Gentlemen:
1. Introduction
We have acted as counsel to Ironclad Trust Company, National Association ("Ironclad Trust" or the "Trustee"), a national banking association duly organized and validly existing under the laws of the United States, with its principal corporate trust office located at 100 Wall Street, Suite 1650, New York, New York 10005, in connection with the transactions described below. This opinion letter (this "Opinion") is delivered to you in connection with the closing on September 12, 2023 (the "Closing Date") of the issuance and sale by Driftwood CLO 2023-I, Ltd. (the "Issuer"), an exempted company with limited liability incorporated under the laws of the Cayman Islands (Cayman Registration No. EX-382916), and Driftwood CLO 2023-I, LLC (the "Co-Issuer"), a Delaware limited liability company (Delaware Division of Corporations File No. 7429831), of $400,000,000 aggregate principal amount of notes in the tranches described below (collectively, the "Notes").
This Opinion is delivered pursuant to Section 3.01(b)(vi) of the Indenture (as defined below) and Section 7(d)(3) of the Note Purchase Agreement (as defined below), in each case as a condition precedent to the closing of the transactions contemplated thereby. This Opinion is being furnished to you in your respective capacities as indicated above and addresses solely the matters expressly set forth herein.
The Notes are being offered and sold in reliance upon the exemptions from registration provided by Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), and consist of the following tranches:
(i) $256,000,000 aggregate principal amount of 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");
(ii) $40,000,000 aggregate principal amount of Class A-2 Senior Secured Floating Rate Notes due 2036 (the "Class A-2 Notes"), rated "AA" by Brindoval and "AA" by Ridgeline;
(iii) $28,000,000 aggregate principal amount of Class B Secured Deferrable Floating Rate Notes due 2036 (the "Class B Notes"), rated "A" by Brindoval and "A" by Ridgeline;
(iv) $24,000,000 aggregate principal amount of Class C Secured Deferrable Floating Rate Notes due 2036 (the "Class C Notes"), rated "BBB" by Brindoval and "BBB" by Ridgeline;
(v) $16,000,000 aggregate principal amount of Class D Secured Deferrable Floating Rate Notes due 2036 (the "Class D Notes"), rated "BB" by Brindoval and "BB" by Ridgeline; and
(vi) $36,000,000 aggregate principal amount of Subordinated Notes due 2036 (the "Subordinated Notes"), which are unrated.
The Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, and the Class D Notes are referred to collectively herein as the "Secured Notes." The Secured Notes and the Subordinated Notes are referred to collectively herein as the "Notes."
2. Defined Terms and Documents Reviewed
2.1 Defined Terms
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Indenture. The Indenture, the Supplemental Indenture, the Collateral Administration Agreement, and the Note Purchase Agreement, together with all exhibits, schedules, and annexes thereto, are referred to collectively herein as the "Opinion Documents." References to the "Trustee" shall mean Ironclad Trust Company, N.A. in all of its capacities under the Opinion Documents, including as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator, unless the context otherwise requires.
2.2 Documents Reviewed
In connection with the opinions expressed herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:
(a) The Indenture, dated as of August 22, 2023, among the Issuer, the Co-Issuer, and Ironclad Trust Company, N.A., in its capacities as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator (the "Indenture");
(b) The First Supplemental Indenture, dated as of September 8, 2023, among the Issuer, the Co-Issuer, and the Trustee, supplementing and amending certain provisions of the Indenture (the "Supplemental Indenture," and together with the Indenture, the "Indenture Documents");
(c) The Collateral Administration Agreement, dated as of August 22, 2023, among the Issuer, Driftwood Credit Management LLC, as Collateral Manager, and Ironclad Trust Company, N.A., as Collateral Administrator (the "Collateral Administration Agreement");
(d) The Note Purchase Agreement, dated as of September 8, 2023, among the Issuer, the Co-Issuer, Meridian Atlantic Securities LLC, as lead placement agent, and Northbridge Capital Markets Inc., as co-placement agent (the "Note Purchase Agreement");
(e) The global notes representing each tranche of Notes issued by the Issuer and the Co-Issuer, in definitive form, including the following CUSIPs:
(1) CUSIP No. 26738TAA5 — Class A-1 Notes (Rule 144A Global Note);
(2) CUSIP No. G2694LAA7 — Class A-1 Notes (Regulation S Global Note);
(3) CUSIP No. 26738TAB3 — Class A-2 Notes (Rule 144A Global Note);
(4) CUSIP No. 26738TAC1 — Class B Notes (Rule 144A Global Note);
(5) CUSIP No. 26738TAD9 — Class C Notes (Rule 144A Global Note);
(6) CUSIP No. 26738TAE7 — Class D Notes (Rule 144A Global Note); and
(7) CUSIP No. 26738TAF4 — Subordinated Notes (Rule 144A Global Note);
(f) Certificates of authorized officers of the Trustee, dated as of the date hereof, as to certain factual matters relating to the Trustee and the transactions contemplated by the Opinion Documents (the "Officer's Certificates");
(g) The charter documents, articles of association, and relevant bylaws of the Trustee, each as currently in effect, including all amendments thereto through the date hereof;
(h) A certificate of good standing and corporate existence of the Trustee issued by the Office of the Comptroller of the Currency, dated as of a recent date prior to the date hereof; and
(i) Such other documents, records, agreements, corporate proceedings, certificates, instruments, and matters of law as we have deemed necessary or appropriate for the purpose of rendering the opinions set forth herein.
3. Assumptions
In rendering the opinions expressed herein, we have, with your consent and without independent investigation or verification, assumed the following:
(a) The genuineness of all signatures (other than those of authorized officers of the Trustee) on all documents examined by us in connection with this Opinion, and the authenticity and completeness of all documents submitted to us as originals.
(b) The conformity to authentic originals of all documents submitted to us as copies, whether certified, conformed, photostatic, electronic, or otherwise, and the authenticity and completeness of the originals of such copies.
(c) The legal capacity of all natural persons who have executed any of the Opinion Documents or any other documents or instruments reviewed by us in connection with this Opinion.
(d) That each party to the Opinion Documents (other than the Trustee) has the requisite power, authority, and legal right under all applicable laws and its respective organizational documents to enter into, execute, deliver, and perform its obligations under the Opinion Documents to which it is a party, and that the execution, delivery, and performance of such Opinion Documents by each such party do not and will not violate or conflict with any applicable law, regulation, order, judgment, or decree, or any agreement or instrument binding upon such party.
(e) That each of the Opinion Documents has been duly authorized, executed, and delivered by each party thereto (other than the Trustee), and that each such party has taken all corporate, limited liability company, or other organizational action necessary to authorize such execution, delivery, and performance.
(f) That each of the Opinion Documents constitutes a legal, valid, and binding obligation of each party thereto (other than the Trustee), enforceable against each such party in accordance with its respective terms, subject to applicable bankruptcy, insolvency, and similar laws and to general principles of equity.
(g) The accuracy and completeness of all certificates, representations, and statements of officers of the Trustee that we have relied upon in rendering this Opinion, including, without limitation, the Officer's Certificates described in Section 2.2(f) above. We have not independently verified any of the factual matters set forth in such certificates, representations, and statements.
We have made no independent investigation or inquiry beyond the foregoing and the examination of the documents described in Section 2.2 above. No inference as to our knowledge of any matters bearing on the accuracy or completeness of any such documents or statements should be drawn from the fact of our representation of the Trustee.
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 Organization and Good Standing
Ironclad Trust Company, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States. Its charter was duly granted by the Office of the Comptroller of the Currency, and the Trustee possesses full corporate power and authority to carry on its business as presently conducted, including the exercise of fiduciary and trust powers as authorized under its charter and the applicable provisions of the National Bank Act, 12 U.S.C. § 1 et seq., and the regulations of the Office of the Comptroller of the Currency promulgated thereunder.
4.2 Power and Authority
The Trustee has the requisite corporate power and authority under applicable federal and state law and under its charter documents, articles of association, and bylaws to:
(a) enter into the Indenture and the Supplemental Indenture as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator thereunder;
(b) enter into the Collateral Administration Agreement as Collateral Administrator thereunder;
(c) execute and deliver each of the Opinion Documents to which it is a party, and each other certificate, instrument, agreement, and document delivered by the Trustee in connection with the transactions contemplated thereby;
(d) accept appointment as, and act in the capacities of, Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator under the Indenture and the other Opinion Documents, as applicable;
(e) perform its obligations under the Opinion Documents in each of its capacities described therein; and
(f) authenticate the Notes on behalf of the Issuer and the Co-Issuer, as contemplated by the Indenture.
4.3 Due Authorization
The execution, delivery, and performance by the Trustee of each of the Opinion Documents to which it is a party, and the consummation of the transactions contemplated thereby, including, without limitation, the authentication and delivery of the Notes, have been duly authorized by all necessary corporate action on the part of the Trustee, including all requisite approvals by the appropriate officers and/or committees thereof in accordance with the Trustee's charter, bylaws, and internal corporate governance procedures. No further corporate action or proceeding on the part of the Trustee or its board of directors, shareholders, or any committee thereof is required in connection with the execution, delivery, or performance of the Opinion Documents by the Trustee or the consummation of the transactions contemplated thereby.
4.4 Execution and Delivery
Each of the Opinion Documents to which the Trustee is a party has been duly executed and delivered by the Trustee. The individual who executed the Opinion Documents on behalf of the Trustee, Catherine Nowak, Vice President, Corporate Trust, was, at the time of such execution, and remains as of the date hereof, a duly authorized officer of the Trustee, and was duly empowered and authorized to execute and deliver each such Opinion Document on behalf of the Trustee in all of its capacities thereunder. We have verified such authorization through review of the Trustee's corporate resolutions, incumbency certificates, and internal delegation of authority documentation provided to us by the Trustee.
4.5 Enforceability.  Each of the Opinion Documents to which the Trustee is a party constitutes a legal, valid, and binding obligation of the Trustee, enforceable against the Trustee in accordance with its respective terms, subject, however, to the qualifications and limitations set forth in Section 5.1 below (the "Enforceability Qualifications"). The enforceability opinion expressed in this Section 4.5 is given as of the date hereof and is subject in its entirety to the assumptions, qualifications, and limitations set forth elsewhere in this Opinion.
4.6 No Conflict
The execution, delivery, and performance by the Trustee of the Opinion Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the charter or bylaws of the Trustee, each as currently in effect;
(b) violate, conflict with, or constitute a breach of any law, statute, rule, or regulation of the United States or the State of New York applicable to the Trustee in its capacity as a national banking association and in its role as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator under the Opinion Documents, including, without limitation, the National Bank Act and the regulations of the Office of the Comptroller of the Currency; or
(c) result in a breach of, or constitute a default (or any event that, with the giving of notice or lapse of time, or both, would constitute a default) under, or result in the creation of any lien, charge, or encumbrance upon any asset of the Trustee pursuant to, any material agreement, indenture, mortgage, deed of trust, loan agreement, or other instrument binding upon the Trustee that has been identified to us in writing by the Trustee.
We note that our opinion in clause (c) above is limited to those material agreements and instruments that have been specifically identified to us by the Trustee in the Officer's Certificates and that we have not conducted any independent search for or review of any other agreements or instruments to which the Trustee may be a party.
4.7 No Consent or Approval Required
No consent, approval, authorization, order, registration, qualification, or filing with or from any federal or state governmental authority or regulatory body is required for the Trustee's execution, delivery, and performance of the Opinion Documents to which it is a party, or for the consummation by the Trustee of the transactions contemplated thereby, except for such consents, approvals, authorizations, orders, registrations, qualifications, and filings as have been obtained, given, or made prior to or on the date hereof, and all of which remain in full force and effect as of the date hereof.
4.8 No Litigation
To our knowledge (as qualified by Section 5.8 below), based solely upon inquiry of responsible officers of the Trustee, as of the date hereof there is no pending action, suit, proceeding, investigation, or claim before any court, governmental agency, regulatory body, or arbitral tribunal against or affecting the Trustee that (i) challenges the validity or enforceability of any of the Opinion Documents or the transactions contemplated thereby, or (ii) if adversely determined, would materially impair the Trustee's ability to perform its obligations under any of the Opinion Documents. To our knowledge (as so qualified), no such action, suit, proceeding, investigation, or claim has been threatened in writing against the Trustee.
5. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications and limitations:
5.1 Enforceability Qualifications
The enforceability opinion set forth in Section 4.5 above is subject to and limited by:
(a) Applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the rights of creditors of national banking associations.
(b) General principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), including, without limitation, concepts of good faith, fair dealing, materiality, reasonableness, and unconscionability, and the discretion of the court before which any proceeding may be brought.
(c) The possible unenforceability or limitation of provisions of the Opinion Documents that purport to provide for indemnification, contribution, or exculpation of a party against liability where such indemnification, contribution, or exculpation is contrary to public policy or prohibited or limited by applicable federal or state law, including, without limitation, indemnification for the Trustee's own gross negligence, willful misconduct, or bad faith.
(d) The effect of the exercise of judicial discretion with respect to the availability of specific performance, injunctive relief, and other equitable remedies, including the principle that equitable remedies are discretionary and may be subject to requirements of good faith, the absence of unclean hands, and other equitable defenses.
5.2 Governing Law Qualification
This Opinion is limited in all respects to the federal laws of the United States (including, without limitation, the National Bank Act and the regulations of the Office of the Comptroller of the Currency applicable to national banking associations such as the Trustee) and the laws of the State of New York, and we express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the Cayman Islands, the State of Delaware, or any other state or foreign jurisdiction. We note for your reference that the Indenture and the ancillary Opinion Documents are governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law). We express no opinion as to the enforceability of any choice of law or choice of forum provisions contained in the Opinion Documents or as to whether a court in any jurisdiction would give effect to such provisions.
5.3 Scope Limitation — Capacity as Trustee Only
This Opinion addresses the Trustee solely in its capacity as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator under the Opinion Documents, and does not address any individual, personal, or other institutional capacity of Ironclad Trust Company, N.A. No opinion is expressed with respect to any relationship, agreement, obligation, or capacity of the Trustee other than those expressly contemplated by the Opinion Documents. This Opinion does not address the Trustee's duties, obligations, or liabilities to any person or entity other than as expressly set forth in the Opinion Documents.
5.4 No Tax Opinion
No opinion is expressed herein regarding any tax matters whatsoever, including, without limitation: (i) the characterization of the Notes (or any tranche thereof) as debt or equity for U.S. federal, state, or local income tax purposes; (ii) the U.S. trade or business status of the Issuer or the Collateral Manager; (iii) the characterization of the Issuer as a passive foreign investment company, a controlled foreign corporation, or any other classification under the Internal Revenue Code of 1986, as amended (the "Code"); (iv) the disregarded entity treatment of the Co-Issuer for U.S. federal income tax purposes; (v) the application of withholding taxes to payments on the Notes; or (vi) any other tax consequences arising in connection with the issuance, purchase, ownership, or disposition of the Notes.
5.5 Securities Law Limitation
No opinion is expressed herein with respect to compliance with, or the applicability of, any federal or state securities laws, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or any state "blue sky" or securities laws. We have not been asked to opine, and we do not opine, on the availability or proper application of any exemption from registration under the Securities Act or any other securities law in connection with the offer and sale of the Notes.
5.6 Trust Indenture Act
The Indenture has not been qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), and no opinion is expressed herein regarding the necessity or advisability of such qualification. We note that qualification under the TIA is not required for indentures relating to securities offered and sold exclusively in transactions exempt from registration under the Securities Act, including transactions conducted pursuant to Rule 144A and Regulation S. No opinion is expressed as to whether the Indenture would satisfy the requirements of the TIA if qualification were required.
5.7 ERISA Limitation
No opinion is expressed herein with respect to compliance with, or the applicability of, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 4975 of the Code, any regulations promulgated thereunder, or any substantially similar federal, state, or local law. We express no opinion as to whether the Notes (or any tranche thereof) may be acquired, held, or transferred by or on behalf of any "employee benefit plan" as defined in Section 3(3) of ERISA, any "plan" as defined in Section 4975(e)(1) of the Code, or any entity whose underlying assets include "plan assets" by reason of a plan's investment therein.
5.8 Knowledge Qualification
As used in this Opinion, the phrases "to our knowledge," "known to us," and words of similar import refer solely to the actual knowledge, as of the date hereof, of the attorneys at Ashworth & Pratt LLP who have devoted substantive attention to this engagement, and specifically to Lillian Marchetti, Partner, Trust & Fiduciary Group. Such phrases do not include constructive or imputed knowledge. Except as expressly set forth herein, we have not undertaken any independent investigation or inquiry with respect to any factual matters referred to in this Opinion, including, without limitation, any search of court dockets, regulatory records, or other public filings. No inference as to our knowledge of any matters bearing on the accuracy of the factual matters set forth herein should be drawn from the fact of our representation of the Trustee or from the rendering of this Opinion.
6. Reliance and Distribution
This Opinion is rendered solely for the benefit of, and may be relied upon only by, the addressees hereto: (i) Driftwood CLO 2023-I, Ltd., as Issuer; (ii) Driftwood CLO 2023-I, LLC, as Co-Issuer; (iii) Meridian Atlantic Securities LLC, as Placement Agent; (iv) Northbridge Capital Markets Inc., as Co-Placement Agent; (v) Driftwood Credit Management LLC, as Collateral Manager; and (vi) Calderwood & Harkness LLP, as Issuer's Counsel. This Opinion may also be relied upon by the holders of the Notes from time to time outstanding, but solely to the extent expressly provided in, and subject to the terms and conditions of, the Indenture and the Note Purchase Agreement.
This Opinion may not be relied upon by any other person or entity, or for any purpose other than the transactions contemplated by the Opinion Documents, without the prior written consent of Ashworth & Pratt LLP. Any such consent, if given, shall not be deemed to establish any attorney-client relationship between Ashworth & Pratt LLP and the person or entity to whom such reliance is extended.
This Opinion is limited to the matters expressly stated herein, and no opinion is to be inferred or implied beyond the matters expressly set forth herein. Without limiting the foregoing, we express no opinion with respect to the business, financial condition, solvency, or creditworthiness of the Issuer, the Co-Issuer, the Collateral Manager, or any other party to the transactions contemplated by the Opinion Documents.
This Opinion is rendered as of the date hereof, and we assume no obligation to advise you of, or to update or supplement this Opinion to reflect, any facts, circumstances, events, or changes in law (including, without limitation, any changes in statutes, regulations, judicial or administrative decisions, or interpretive guidance) that may hereafter come to our attention or occur after the date hereof, even if any such facts, circumstances, events, or changes in law would affect or modify the opinions expressed herein. The opinions expressed herein are rendered solely as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the matters stated, represented, or assumed herein or of any subsequent changes in applicable law.
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[Signature Page to Trustee's Counsel Opinion]
Very truly yours,
ASHWORTH & PRATT LLP
By: ________
Lillian Marchetti Partner, Trust & Fiduciary Group
One Liberty Plaza, 46th Floor New York, New York 10006 Telephone: (212) 554-7800
Email: lmarchetti@ashworthpratt.com

ASHWORTH & PRATT LLP Attorneys at Law

ASHWORTH & PRATT LLP

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