1024-00004 · Client 1024 · Legal Opinions

us-legal-opinion-issuers-counsel.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

450 Park Avenue New York, NY 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

September 12, 2023

Ironclad Trust Company, National Association as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator 100 Wall Street, Suite 1650 New York, NY 10005

Attention: Catherine Nowak, Vice President, Corporate Trust

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

Attention: Jonathan Halevy, Managing Director, CLO Structuring & Origination

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

Attention: Raymond Cho, Senior Vice President, Structured Credit Sales

Ladies and Gentlemen:

I. Introduction

We have acted as United States counsel to Driftwood CLO 2023-I, LLC, a Delaware limited liability company (the "Co-Issuer"), and Driftwood CLO 2023-I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer" and, together with the Co-Issuer, the "Issuers"), in connection with the issuance by the Issuers of notes in an aggregate principal amount of $400,000,000 (the "Transaction"). This opinion letter (this "Opinion") is being delivered to you pursuant to Section 3.01(h) of the Indenture dated as of August 22, 2023 (as supplemented, the "Indenture"), among the Issuer, the Co-Issuer, and Ironclad Trust Company, National Association, as Trustee, and Section 6(d) of the Note Purchase Agreement dated as of September 8, 2023 (the "Note Purchase Agreement"), among the Issuers, Meridian Atlantic Securities LLC, as lead placement agent (the "Lead Placement Agent"), and Northbridge Capital Markets Inc., as co-placement agent (the "Co-Placement Agent" and, together with the Lead Placement Agent, the "Placement Agents").

This Opinion is delivered on the date hereof, which constitutes the "Closing Date" as defined in the Note Purchase Agreement. This Opinion addresses only matters arising under the federal laws of the United States of America, the laws of the State of New York, and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). We express no opinion herein as to the laws of the Cayman Islands; matters of Cayman Islands law are addressed in a separate opinion of Applegategate Offshore Services Ltd. dated the date hereof, which is being delivered to you concurrently herewith.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture or the Note Purchase Agreement, as applicable.

II. Description of the Notes

In connection with the Transaction, the Issuers are issuing the following tranches of notes (collectively, the "Notes") on the date hereof:

The total aggregate principal amount of rated Notes (Class A-1 through Class D) is $364,000,000. The total aggregate principal amount of all Notes, including the unrated Subordinated Notes, is $400,000,000.

The rated Notes bear interest at a floating rate based on Compounded SOFR (with the 26253 fallback convention as more fully described in the Indenture), calculated on an Actual/360 day count basis. The Subordinated Notes do not bear a stated rate of interest and instead receive distributions of remaining interest proceeds in accordance with the priority of payments set forth in the Indenture.

Each rated Note has a minimum denomination of $250,000, with authorized increments of $1,000 in excess thereof. Each Subordinated Note has a minimum denomination of $250,000, with authorized increments of $1 in excess thereof. The Stated Maturity of all Notes is October 15, 2036.

The Notes are being offered and sold pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and, with respect to the Class A-1 Notes, also pursuant to Regulation S under the Securities Act, in each case as more fully described in the Final Offering Memorandum dated August 18, 2023 (the "Offering Memorandum") and the Note Purchase Agreement.

III. Documents Examined

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

1. The Indenture dated as of August 22, 2023 (the "Base Indenture"), among the Issuer, the Co-Issuer, and Ironclad Trust Company, National Association, as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator (in such capacities, the "Trustee").

2. The First Supplemental Indenture dated as of September 8, 2023 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among the Issuer, the Co-Issuer, and the Trustee, reflecting the final pricing terms of the Notes.

3. The Note Purchase Agreement dated as of September 8, 2023, among the Issuers, Meridian Atlantic Securities LLC, as Lead Placement Agent, and Northbridge Capital Markets Inc., as Co-Placement Agent.

4. 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").

5. The Collateral Administration Agreement dated as of August 22, 2023 (the "Collateral Administration Agreement"), among the Issuer, the Collateral Manager, and Ironclad Trust Company, National Association, as Collateral Administrator.

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

7. The Limited Liability Company Agreement of Driftwood CLO 2023-I, LLC dated as of August 22, 2023 (the "LLC Agreement").

8. The Certificate of Formation of the Co-Issuer, as filed with the Secretary of State of the State of Delaware on August 22, 2023 (Delaware File No. 7429831).

9. The Final Offering Memorandum dated August 18, 2023, relating to the offering and sale of the Notes.

10. The Officer's Certificate of the Issuer dated September 12, 2023, delivered in connection with the closing of the Transaction.

11. The Secretary's Certificate of the Issuer dated September 12, 2023, attaching certified copies of the resolutions of the board of directors of the Issuer adopted on August 20, 2023 authorizing the Transaction and the execution, delivery, and performance by the Issuer of the Transaction Documents to which it is a party.

12. The written consent of the sole member of the Co-Issuer (Driftwood CLO 2023-I, Ltd.) dated August 20, 2023, authorizing the execution, delivery, and performance by the Co-Issuer of the Transaction Documents to which it is a party and the issuance of the Notes.

13. A Certificate of Good Standing for the Co-Issuer issued by the Secretary of State of the State of Delaware, dated on or about September 11, 2023.

14. The global notes representing each tranche of Notes, in each case in substantially the form attached as an exhibit to the Indenture (collectively, the "Global Notes").

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

The Indenture (as supplemented by the Supplemental Indenture), the Note Purchase Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Co-Issuance Agreement, and the LLC Agreement are collectively referred to herein as the "Transaction Documents."

In addition to the foregoing, we have reviewed such matters of law as we have considered necessary or appropriate as a basis for the opinions expressed herein.

IV. Assumptions

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

(a) The genuineness of all signatures on all documents examined by us (other than the signatures of the Co-Issuer and its authorized representatives), the legal capacity of all natural persons who have executed any of the documents examined by us, and the authority of all persons signing documents on behalf of the parties thereto (other than the Co-Issuer).

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

(c) That each party to the Transaction Documents (other than the Co-Issuer) has been duly organized or formed, as applicable, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite corporate, limited liability company, trust, or other organizational power and authority to execute, deliver, and perform its obligations under each Transaction Document to which it is a party.

(d) That the Issuer has been duly incorporated and is validly existing as an exempted company with limited liability under the laws of the Cayman Islands. In making this assumption, we have relied upon the opinion of Applegategate Offshore Services Ltd. dated the date hereof, addressed to the addressees of this Opinion, and we have made no independent investigation with respect thereto.

(e) That the execution, delivery, and performance by each party to the Transaction Documents (other than the Co-Issuer) of each Transaction Document to which such party is a party have been duly authorized by all necessary corporate, limited liability company, trust, or other organizational action, and do not and will not conflict with or violate such party's organizational documents, any agreement or instrument to which such party is bound, or any law, regulation, or order applicable to such party.

(f) That each Transaction Document constitutes the legal, valid, and binding obligation of each party thereto (other than the Co-Issuer), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity.

(g) The accuracy and completeness of all representations and warranties made by all parties in the Transaction Documents and in all certificates, officer's certificates, secretary's certificates, and other documents and instruments delivered in connection with the Transaction, including, without limitation, those contained in the Officer's Certificate and the Secretary's Certificate of the Issuer, each dated September 12, 2023.

(h) That all parties to the Transaction Documents have complied and will comply with all applicable anti-fraud provisions of federal and state securities laws, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, in connection with the offering, sale, and delivery of the Notes.

(i) That The Depository Trust Company ("DTC") eligibility and book-entry procedures have been properly established with respect to the Notes, including the assignment of DTC Participant No. 2176 to Ironclad Trust Company, National Association, in its capacity as Trustee and custodian for DTC, and that all Notes are being issued in global form through the facilities of DTC in accordance with DTC's rules and procedures.

(j) That the Transaction Documents accurately reflect the complete agreement of the parties thereto with respect to the matters set forth therein, and that there are no oral or written agreements, understandings, or arrangements between or among any of the parties that would modify, supplement, or otherwise affect the terms of the Transaction Documents.

V. Opinions

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

5.1. Organization and Good Standing of the Co-Issuer

Driftwood CLO 2023-I, LLC has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Formation filed with the Secretary of State of the State of Delaware (Delaware File No. 7429831) and the Certificate of Good Standing dated on or about September 11, 2023. The registered agent for the Co-Issuer in the State of Delaware is National Registered Agents Inc., 1209 Orange Street, Wilmington, Delaware 19801.

The Co-Issuer has the limited liability company power and authority under the Delaware Limited Liability Company Act and its LLC Agreement to own, lease, and operate its properties and assets, to conduct its business as presently conducted and as contemplated by the Transaction Documents, and to enter into, execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Indenture, the Supplemental Indenture, the Co-Issuance Agreement, and the Notes.

5.2. Due Authorization, Execution, and Delivery by the Co-Issuer

The execution, delivery, and performance by the Co-Issuer of the Indenture (as supplemented by the First Supplemental Indenture), the Notes, the Co-Issuance Agreement, and each other Transaction Document to which the Co-Issuer is a party have been duly authorized by all necessary limited liability company action on the part of the Co-Issuer. Such authorization includes the written consent of its sole member, Driftwood CLO 2023-I, Ltd., dated August 20, 2023, approving the execution, delivery, and performance by the Co-Issuer of each Transaction Document to which it is a party, the issuance of the Notes, and the consummation of the transactions contemplated thereby. No further limited liability company action on the part of the Co-Issuer or its sole member is required in connection with the foregoing.

Each Transaction Document to which the Co-Issuer is a party has been duly executed and delivered by the Co-Issuer through its duly authorized officers or representatives.

5.3. Enforceability of Transaction Documents (Co-Issuer)

Each Transaction Document to which the Co-Issuer is a party constitutes the legal, valid, and binding obligation of the Co-Issuer, enforceable against the Co-Issuer in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, liquidation, fraudulent conveyance, fraudulent transfer, and similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies (regardless of whether enforceability is considered in a proceeding in equity or at law) (collectively, the "Enforceability Exceptions").

5.4. Valid Issuance of the Notes

The Notes have been duly authorized by all necessary limited liability company action on the part of the Co-Issuer. The Notes, when duly executed by the Co-Issuer, authenticated by the Trustee in accordance with the terms of the Indenture, and delivered to and paid for by the initial purchasers thereof against payment therefor as provided in the Note Purchase Agreement, will be validly issued, fully paid, and non-assessable (to the extent that such concepts are applicable to the limited liability company interests and debt obligations represented by the Notes under the Delaware Limited Liability Company Act).

The Notes, upon issuance, will constitute valid obligations of the Co-Issuer and will be entitled to the benefits and security of the Indenture, including the priority of payments and the security interest in the collateral granted thereunder, in each case in accordance with and subject to the terms and conditions set forth in the Indenture.

5.5. No Conflict

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

(a) violate, conflict with, or result in a breach of any provision of the Certificate of Formation or the LLC Agreement of the Co-Issuer;

(b) violate or conflict with any applicable federal law of the United States or any statute, rule, or regulation of the State of New York that is, in our experience, normally applicable to transactions of the type contemplated by the Transaction Documents and that is known to us after due inquiry;

(c) result in a breach of, constitute a default (or an event that, with the giving of notice or the passage of time or both, would constitute a default) under, or require any consent or approval under, any agreement, contract, indenture, mortgage, deed of trust, or other instrument known to us to which the Co-Issuer is a party or by which the Co-Issuer or any of its properties or assets is bound; or

(d) result in the creation or imposition of any lien, charge, encumbrance, claim, or security interest upon any properties or assets of the Co-Issuer, other than the liens and security interests created in favor of the Trustee for the benefit of the holders of the Notes pursuant to the Indenture.

5.6. No Governmental Approvals Required

No consent, approval, authorization, order, registration, qualification, or filing with or of any federal governmental authority of the United States or any governmental authority of the State of New York is required for the valid execution, delivery, and performance by the Co-Issuer of the Transaction Documents to which it is a party or the issuance and sale of the Notes, except:

(a) such filings as have already been made on or prior to the date hereof or as may be required to be made after the Closing Date, including, without limitation, the filing of a Form D with the Securities and Exchange Commission (the "SEC") under Regulation D promulgated under the Securities Act, which the Issuers have undertaken to file within fifteen (15) calendar days after the first sale of the Notes;

(b) any filings, qualifications, registrations, or exemptions as may be required under applicable state securities or "blue sky" laws in connection with the offer and sale of the Notes, as to which we express no opinion; and

(c) compliance with the Securities Act, in respect of which 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, as more fully described in Section 5.8 below.

5.7. Investment Company Act

Based upon an examination of the Transaction Documents and subject to the assumptions, qualifications, and limitations set forth herein, and assuming compliance by the Issuer and the Co-Issuer with the terms, conditions, covenants, and restrictions of the Indenture (including, without limitation, the eligibility criteria, the concentration limitations, the coverage tests (including the overcollateralization tests and the interest coverage tests), and the trading and reinvestment restrictions set forth therein), it is our opinion that neither the Issuer nor the Co-Issuer is, or immediately after the issuance and sale of the Notes and the application of the proceeds therefrom as described in the Offering Memorandum will be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").

This conclusion is based primarily on the exemption from the definition of "investment company" provided by Rule 3a-7 under the 1940 Act, which provides an exemption for certain issuers of asset-backed securities, provided that, among other things, (i) the securities issued are fixed-income securities that are rated investment grade by at least one nationally recognized statistical rating organization ("NRSRO"), or are sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) or to institutional accredited investors (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act), and (ii) the issuer satisfies certain structural requirements, including restrictions on the types of assets held and limitations on the issuer's ability to acquire and dispose of assets.

In reaching this conclusion, we have specifically considered the following:

(a) The Notes are rated by Brindoval Analytical Services Inc. and Ridgeline Credit Ratings LLC, each of which is a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as amended. The rated Notes (Class A-1 through Class D) carry ratings ranging from AAA to BB from each such agency.

(b) The Subordinated Notes are unrated and are being offered and sold only to (x) qualified institutional buyers, as defined in Rule 144A under the Securities Act, in reliance upon the exemption from registration provided by Rule 144A, and (y) non-U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in reliance upon the exemption from registration provided by Regulation S.

(c) The Indenture contains structural features consistent with the requirements of Rule 3a-7, including the passive nature of the Issuer, the restrictions on the types of collateral obligations that may be acquired by the Issuer (which are limited to broadly syndicated first-lien senior secured leveraged loans meeting specified eligibility criteria), and the limitations on the Collateral Manager's discretionary authority to trade and reinvest collateral obligations, both during and after the Reinvestment Period (which ends on September 12, 2028).

We note that the availability of the exemption provided by Rule 3a-7 under the 1940 Act is dependent upon the continued compliance by the Issuer and the Co-Issuer with all of the terms, conditions, and restrictions of the Indenture and the other Transaction Documents, and we express no opinion as to whether the Issuer or the Co-Issuer will continue to satisfy the requirements of Rule 3a-7 at any time after the date hereof.

5.8. Securities Act Matters

Assuming (i) the accuracy of the representations and warranties of the Issuers set forth in the Note Purchase Agreement, including the representations regarding the absence of "directed selling efforts" (as defined in Regulation S) and "general solicitation or general advertising" (within the meaning of Rule 502(c) under the Securities Act), (ii) the accuracy of the representations and warranties of the Placement Agents set forth in the Note Purchase Agreement, including, without limitation, the representations regarding the offer and sale of the Notes only to (x) persons reasonably believed to be "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act, and (y) non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act, and (iii) compliance by the Issuers and the Placement Agents with all of the offering restrictions and transfer restrictions set forth in the Offering Memorandum and the Note Purchase Agreement, it is not necessary, in connection with the offer, sale, and delivery of the Notes in the manner contemplated by the Note Purchase Agreement and the Offering Memorandum, to register the Notes under the Securities Act.

Furthermore, we are of the opinion that, based on Section 304(a)(4)(A) of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), which exempts from the qualification requirements of the Trust Indenture Act any indenture under which securities are to be issued that are exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof, the Indenture is not required to be qualified under the Trust Indenture Act.

VI. Qualifications and Limitations

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

(a) Scope of Laws Covered. Our opinions are limited to (i) the federal laws of the United States of America, (ii) the laws of the State of New York, and (iii) the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the Cayman Islands (matters of Cayman Islands law are addressed in the separate opinion of Applegategate Offshore Services Ltd. dated September 12, 2023, delivered concurrently herewith to the addressees of this Opinion). We note that we are not admitted to practice law in the State of Delaware; however, this Opinion addresses the Delaware Limited Liability Company Act, which we have reviewed for the purposes of rendering the opinions set forth herein with respect to the formation, valid existence, good standing, and organizational power of the Co-Issuer.

(b) Enforceability Exceptions. The enforceability opinion set forth in Section 5.3 above is subject to and limited by:

(i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, liquidation, fraudulent transfer, fraudulent conveyance, preferential transfer, and similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally;

(ii) general principles of equity (whether considered in a proceeding at law or in equity), including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the duty not to act in an unconscionable manner; and

(iii) the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether a claim is considered in a proceeding at law or in equity.

(i) any provision of the Transaction Documents that purports to waive or limit rights to trial by jury, to the extent that such waiver may be found to be unenforceable or contrary to applicable law or public policy;

(ii) the enforceability of any indemnification, contribution, or exculpation provisions contained in the Transaction Documents to the extent that enforcement thereof may be limited by applicable law or found to be contrary to public policy, including, without limitation, federal or state securities laws;

(iii) the effect of Section 1-301 of the New York Uniform Commercial Code (or any successor provision) on the enforceability of governing law provisions contained in the Transaction Documents selecting the law of the State of New York as the governing law thereof, particularly with respect to any issue that may arise concerning the law applicable to the creation, attachment, perfection, or priority of security interests in the collateral;

(iv) any federal or state securities law matters other than those expressly addressed in Sections 5.7 and 5.8 above;

(v) any matters arising under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or any U.S. federal, state, or local tax matters (all of which are addressed in the separate Tax Opinion of Calderwood & Harkness LLP dated September 12, 2023, being delivered concurrently herewith);

(vi) the creation, attachment, perfection, or priority of any security interest in the collateral pledged under the Indenture, other than as expressly set forth in Section 5.5 above with respect to the absence of liens created by the Co-Issuer's execution, delivery, and performance of the Transaction Documents (other than liens created under the Indenture); and

(vii) compliance by any party with applicable anti-money laundering laws (including the Bank Secrecy Act, as amended by Title III of the USA PATRIOT Act), sanctions laws and regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or anti-bribery laws (including the U.S. Foreign Corrupt Practices Act of 1977, as amended).

VII. Reliance and Distribution

This Opinion is rendered solely for the benefit of the addressees hereof — Ironclad Trust Company, National Association, in its capacities as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator; Meridian Atlantic Securities LLC, in its capacity as Lead Placement Agent; and Northbridge Capital Markets Inc., in its capacity as Co-Placement Agent — and solely in connection with the Transaction described herein. This Opinion may also be relied upon by the holders from time to time of the Notes, but only in their capacity as holders of the Notes and solely in connection with the Transaction and the enforcement of their rights under the Indenture and the Notes.

This Opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP, which consent may be withheld in our sole discretion. Without limiting the foregoing, this Opinion may not be quoted, referred to, or filed with any governmental authority or other person (other than the addressees hereof and the holders of the Notes as described above) without our prior written consent.

This Opinion speaks only as of the date hereof, and we assume no obligation to update or supplement this Opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law (including statutory law, regulatory law, or case law) that may hereafter occur. We disclaim any obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Issuers or the Transaction, or any other circumstance.

We are members of the Bar of the State of New York and do not purport to be experts on, or to express any opinion concerning, the laws of any jurisdiction other than those specified in Section VI(a) above.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Samuel Eklund

Title: Responsible Partner

Calderwood & Harkness LLP 450 Park Avenue New York, NY 10022

C&H Matter No. 1024-00004

This opinion is delivered by Calderwood & Harkness LLP as a firm and not by any individual attorney. The opinions expressed herein represent the professional judgment of the firm and not the personal opinions of any individual attorney.

Class	Aggregate Principal Amount	CUSIP (144A)	CUSIP (Reg S)	Rating (Brindoval / Ridgeline)
Class A-1 Notes	$256,000,000	26738TAA5	G2694LAA7	AAA / AAA
Class A-2 Notes	$40,000,000	26738TAB3	—	AA / AA
Class B Notes	$28,000,000	26738TAC1	—	A / A
Class C Notes	$24,000,000	26738TAD9	—	BBB / BBB
Class D Notes	$16,000,000	26738TAE7	—	BB / BB
Subordinated Notes	$36,000,000	26738TAF4	—	Unrated
Total	$400,000,000

CALDERWOOD & HARKNESS LLP Attorneys at Law
450 Park Avenue New York, NY 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
September 12, 2023
Ironclad Trust Company, National Association as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator 100 Wall Street, Suite 1650 New York, NY 10005
Attention: Catherine Nowak, Vice President, Corporate Trust
Meridian Atlantic Securities LLC as Lead Placement Agent 383 Madison Avenue, 22nd Floor New York, NY 10179
Attention: Jonathan Halevy, Managing Director, CLO Structuring & Origination
Northbridge Capital Markets Inc. as Co-Placement Agent 1251 Avenue of the Americas, 34th Floor New York, NY 10020
Attention: Raymond Cho, Senior Vice President, Structured Credit Sales
Ladies and Gentlemen:
I. Introduction
We have acted as United States counsel to Driftwood CLO 2023-I, LLC, a Delaware limited liability company (the "Co-Issuer"), and Driftwood CLO 2023-I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer" and, together with the Co-Issuer, the "Issuers"), in connection with the issuance by the Issuers of notes in an aggregate principal amount of $400,000,000 (the "Transaction"). This opinion letter (this "Opinion") is being delivered to you pursuant to Section 3.01(h) of the Indenture dated as of August 22, 2023 (as supplemented, the "Indenture"), among the Issuer, the Co-Issuer, and Ironclad Trust Company, National Association, as Trustee, and Section 6(d) of the Note Purchase Agreement dated as of September 8, 2023 (the "Note Purchase Agreement"), among the Issuers, Meridian Atlantic Securities LLC, as lead placement agent (the "Lead Placement Agent"), and Northbridge Capital Markets Inc., as co-placement agent (the "Co-Placement Agent" and, together with the Lead Placement Agent, the "Placement Agents").
This Opinion is delivered on the date hereof, which constitutes the "Closing Date" as defined in the Note Purchase Agreement. This Opinion addresses only matters arising under the federal laws of the United States of America, the laws of the State of New York, and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). We express no opinion herein as to the laws of the Cayman Islands; matters of Cayman Islands law are addressed in a separate opinion of Applegategate Offshore Services Ltd. dated the date hereof, which is being delivered to you concurrently herewith.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture or the Note Purchase Agreement, as applicable.
II. Description of the Notes
In connection with the Transaction, the Issuers are issuing the following tranches of notes (collectively, the "Notes") on the date hereof:
The total aggregate principal amount of rated Notes (Class A-1 through Class D) is $364,000,000. The total aggregate principal amount of all Notes, including the unrated Subordinated Notes, is $400,000,000.
The rated Notes bear interest at a floating rate based on Compounded SOFR (with the 26253 fallback convention as more fully described in the Indenture), calculated on an Actual/360 day count basis. The Subordinated Notes do not bear a stated rate of interest and instead receive distributions of remaining interest proceeds in accordance with the priority of payments set forth in the Indenture.
Each rated Note has a minimum denomination of $250,000, with authorized increments of $1,000 in excess thereof. Each Subordinated Note has a minimum denomination of $250,000, with authorized increments of $1 in excess thereof. The Stated Maturity of all Notes is October 15, 2036.
The Notes are being offered and sold pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and, with respect to the Class A-1 Notes, also pursuant to Regulation S under the Securities Act, in each case as more fully described in the Final Offering Memorandum dated August 18, 2023 (the "Offering Memorandum") and the Note Purchase Agreement.
III. Documents Examined
In rendering the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
1.  The Indenture dated as of August 22, 2023 (the "Base Indenture"), among the Issuer, the Co-Issuer, and Ironclad Trust Company, National Association, as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator (in such capacities, the "Trustee").
2.  The First Supplemental Indenture dated as of September 8, 2023 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among the Issuer, the Co-Issuer, and the Trustee, reflecting the final pricing terms of the Notes.
3.  The Note Purchase Agreement dated as of September 8, 2023, among the Issuers, Meridian Atlantic Securities LLC, as Lead Placement Agent, and Northbridge Capital Markets Inc., as Co-Placement Agent.
4.  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").
5.  The Collateral Administration Agreement dated as of August 22, 2023 (the "Collateral Administration Agreement"), among the Issuer, the Collateral Manager, and Ironclad Trust Company, National Association, as Collateral Administrator.
6.  The Co-Issuance Agreement dated as of August 22, 2023 (the "Co-Issuance Agreement"), between the Issuer and the Co-Issuer.
7.  The Limited Liability Company Agreement of Driftwood CLO 2023-I, LLC dated as of August 22, 2023 (the "LLC Agreement").
8.  The Certificate of Formation of the Co-Issuer, as filed with the Secretary of State of the State of Delaware on August 22, 2023 (Delaware File No. 7429831).
9.  The Final Offering Memorandum dated August 18, 2023, relating to the offering and sale of the Notes.
10.  The Officer's Certificate of the Issuer dated September 12, 2023, delivered in connection with the closing of the Transaction.
11.  The Secretary's Certificate of the Issuer dated September 12, 2023, attaching certified copies of the resolutions of the board of directors of the Issuer adopted on August 20, 2023 authorizing the Transaction and the execution, delivery, and performance by the Issuer of the Transaction Documents to which it is a party.
12.  The written consent of the sole member of the Co-Issuer (Driftwood CLO 2023-I, Ltd.) dated August 20, 2023, authorizing the execution, delivery, and performance by the Co-Issuer of the Transaction Documents to which it is a party and the issuance of the Notes.
13.  A Certificate of Good Standing for the Co-Issuer issued by the Secretary of State of the State of Delaware, dated on or about September 11, 2023.
14.  The global notes representing each tranche of Notes, in each case in substantially the form attached as an exhibit to the Indenture (collectively, the "Global Notes").
15.  Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for the purposes of rendering the opinions expressed herein.
The Indenture (as supplemented by the Supplemental Indenture), the Note Purchase Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Co-Issuance Agreement, and the LLC Agreement are collectively referred to herein as the "Transaction Documents."
In addition to the foregoing, we have reviewed such matters of law as we have considered necessary or appropriate as a basis for the opinions expressed herein.
IV. Assumptions
In rendering the opinions set forth below, we have, with your permission and without independent investigation or verification, assumed the following:
(a) The genuineness of all signatures on all documents examined by us (other than the signatures of the Co-Issuer and its authorized representatives), the legal capacity of all natural persons who have executed any of the documents examined by us, and the authority of all persons signing documents on behalf of the parties thereto (other than the Co-Issuer).
(b) The authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies, whether certified, conformed, or otherwise.
(c) That each party to the Transaction Documents (other than the Co-Issuer) has been duly organized or formed, as applicable, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite corporate, limited liability company, trust, or other organizational power and authority to execute, deliver, and perform its obligations under each Transaction Document to which it is a party.
(d) That the Issuer has been duly incorporated and is validly existing as an exempted company with limited liability under the laws of the Cayman Islands. In making this assumption, we have relied upon the opinion of Applegategate Offshore Services Ltd. dated the date hereof, addressed to the addressees of this Opinion, and we have made no independent investigation with respect thereto.
(e) That the execution, delivery, and performance by each party to the Transaction Documents (other than the Co-Issuer) of each Transaction Document to which such party is a party have been duly authorized by all necessary corporate, limited liability company, trust, or other organizational action, and do not and will not conflict with or violate such party's organizational documents, any agreement or instrument to which such party is bound, or any law, regulation, or order applicable to such party.
(f) That each Transaction Document constitutes the legal, valid, and binding obligation of each party thereto (other than the Co-Issuer), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity.
(g) The accuracy and completeness of all representations and warranties made by all parties in the Transaction Documents and in all certificates, officer's certificates, secretary's certificates, and other documents and instruments delivered in connection with the Transaction, including, without limitation, those contained in the Officer's Certificate and the Secretary's Certificate of the Issuer, each dated September 12, 2023.
(h) That all parties to the Transaction Documents have complied and will comply with all applicable anti-fraud provisions of federal and state securities laws, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, in connection with the offering, sale, and delivery of the Notes.
(i) That The Depository Trust Company ("DTC") eligibility and book-entry procedures have been properly established with respect to the Notes, including the assignment of DTC Participant No. 2176 to Ironclad Trust Company, National Association, in its capacity as Trustee and custodian for DTC, and that all Notes are being issued in global form through the facilities of DTC in accordance with DTC's rules and procedures.
(j) That the Transaction Documents accurately reflect the complete agreement of the parties thereto with respect to the matters set forth therein, and that there are no oral or written agreements, understandings, or arrangements between or among any of the parties that would modify, supplement, or otherwise affect the terms of the Transaction Documents.
V. Opinions
Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section VI below, we are of the opinion that:
5.1. Organization and Good Standing of the Co-Issuer
Driftwood CLO 2023-I, LLC has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Formation filed with the Secretary of State of the State of Delaware (Delaware File No. 7429831) and the Certificate of Good Standing dated on or about September 11, 2023. The registered agent for the Co-Issuer in the State of Delaware is National Registered Agents Inc., 1209 Orange Street, Wilmington, Delaware 19801.
The Co-Issuer has the limited liability company power and authority under the Delaware Limited Liability Company Act and its LLC Agreement to own, lease, and operate its properties and assets, to conduct its business as presently conducted and as contemplated by the Transaction Documents, and to enter into, execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Indenture, the Supplemental Indenture, the Co-Issuance Agreement, and the Notes.
5.2. Due Authorization, Execution, and Delivery by the Co-Issuer
The execution, delivery, and performance by the Co-Issuer of the Indenture (as supplemented by the First Supplemental Indenture), the Notes, the Co-Issuance Agreement, and each other Transaction Document to which the Co-Issuer is a party have been duly authorized by all necessary limited liability company action on the part of the Co-Issuer. Such authorization includes the written consent of its sole member, Driftwood CLO 2023-I, Ltd., dated August 20, 2023, approving the execution, delivery, and performance by the Co-Issuer of each Transaction Document to which it is a party, the issuance of the Notes, and the consummation of the transactions contemplated thereby. No further limited liability company action on the part of the Co-Issuer or its sole member is required in connection with the foregoing.
Each Transaction Document to which the Co-Issuer is a party has been duly executed and delivered by the Co-Issuer through its duly authorized officers or representatives.
5.3. Enforceability of Transaction Documents (Co-Issuer)
Each Transaction Document to which the Co-Issuer is a party constitutes the legal, valid, and binding obligation of the Co-Issuer, enforceable against the Co-Issuer in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, liquidation, fraudulent conveyance, fraudulent transfer, and similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies (regardless of whether enforceability is considered in a proceeding in equity or at law) (collectively, the "Enforceability Exceptions").
5.4. Valid Issuance of the Notes
The Notes have been duly authorized by all necessary limited liability company action on the part of the Co-Issuer. The Notes, when duly executed by the Co-Issuer, authenticated by the Trustee in accordance with the terms of the Indenture, and delivered to and paid for by the initial purchasers thereof against payment therefor as provided in the Note Purchase Agreement, will be validly issued, fully paid, and non-assessable (to the extent that such concepts are applicable to the limited liability company interests and debt obligations represented by the Notes under the Delaware Limited Liability Company Act).
The Notes, upon issuance, will constitute valid obligations of the Co-Issuer and will be entitled to the benefits and security of the Indenture, including the priority of payments and the security interest in the collateral granted thereunder, in each case in accordance with and subject to the terms and conditions set forth in the Indenture.
5.5. No Conflict
The execution, delivery, and performance by the Co-Issuer of the Transaction Documents to which it is a party and the issuance of the Notes do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Certificate of Formation or the LLC Agreement of the Co-Issuer;
(b) violate or conflict with any applicable federal law of the United States or any statute, rule, or regulation of the State of New York that is, in our experience, normally applicable to transactions of the type contemplated by the Transaction Documents and that is known to us after due inquiry;
(c) result in a breach of, constitute a default (or an event that, with the giving of notice or the passage of time or both, would constitute a default) under, or require any consent or approval under, any agreement, contract, indenture, mortgage, deed of trust, or other instrument known to us to which the Co-Issuer is a party or by which the Co-Issuer or any of its properties or assets is bound; or
(d) result in the creation or imposition of any lien, charge, encumbrance, claim, or security interest upon any properties or assets of the Co-Issuer, other than the liens and security interests created in favor of the Trustee for the benefit of the holders of the Notes pursuant to the Indenture.
5.6. No Governmental Approvals Required
No consent, approval, authorization, order, registration, qualification, or filing with or of any federal governmental authority of the United States or any governmental authority of the State of New York is required for the valid execution, delivery, and performance by the Co-Issuer of the Transaction Documents to which it is a party or the issuance and sale of the Notes, except:
(a) such filings as have already been made on or prior to the date hereof or as may be required to be made after the Closing Date, including, without limitation, the filing of a Form D with the Securities and Exchange Commission (the "SEC") under Regulation D promulgated under the Securities Act, which the Issuers have undertaken to file within fifteen (15) calendar days after the first sale of the Notes;
(b) any filings, qualifications, registrations, or exemptions as may be required under applicable state securities or "blue sky" laws in connection with the offer and sale of the Notes, as to which we express no opinion; and
(c) compliance with the Securities Act, in respect of which 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, as more fully described in Section 5.8 below.
5.7. Investment Company Act
Based upon an examination of the Transaction Documents and subject to the assumptions, qualifications, and limitations set forth herein, and assuming compliance by the Issuer and the Co-Issuer with the terms, conditions, covenants, and restrictions of the Indenture (including, without limitation, the eligibility criteria, the concentration limitations, the coverage tests (including the overcollateralization tests and the interest coverage tests), and the trading and reinvestment restrictions set forth therein), it is our opinion that neither the Issuer nor the Co-Issuer is, or immediately after the issuance and sale of the Notes and the application of the proceeds therefrom as described in the Offering Memorandum will be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").
This conclusion is based primarily on the exemption from the definition of "investment company" provided by Rule 3a-7 under the 1940 Act, which provides an exemption for certain issuers of asset-backed securities, provided that, among other things, (i) the securities issued are fixed-income securities that are rated investment grade by at least one nationally recognized statistical rating organization ("NRSRO"), or are sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) or to institutional accredited investors (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act), and (ii) the issuer satisfies certain structural requirements, including restrictions on the types of assets held and limitations on the issuer's ability to acquire and dispose of assets.
In reaching this conclusion, we have specifically considered the following:
(a) The Notes are rated by Brindoval Analytical Services Inc. and Ridgeline Credit Ratings LLC, each of which is a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as amended. The rated Notes (Class A-1 through Class D) carry ratings ranging from AAA to BB from each such agency.
(b) The Subordinated Notes are unrated and are being offered and sold only to (x) qualified institutional buyers, as defined in Rule 144A under the Securities Act, in reliance upon the exemption from registration provided by Rule 144A, and (y) non-U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in reliance upon the exemption from registration provided by Regulation S.
(c) The Indenture contains structural features consistent with the requirements of Rule 3a-7, including the passive nature of the Issuer, the restrictions on the types of collateral obligations that may be acquired by the Issuer (which are limited to broadly syndicated first-lien senior secured leveraged loans meeting specified eligibility criteria), and the limitations on the Collateral Manager's discretionary authority to trade and reinvest collateral obligations, both during and after the Reinvestment Period (which ends on September 12, 2028).
We note that the availability of the exemption provided by Rule 3a-7 under the 1940 Act is dependent upon the continued compliance by the Issuer and the Co-Issuer with all of the terms, conditions, and restrictions of the Indenture and the other Transaction Documents, and we express no opinion as to whether the Issuer or the Co-Issuer will continue to satisfy the requirements of Rule 3a-7 at any time after the date hereof.
5.8. Securities Act Matters
Assuming (i) the accuracy of the representations and warranties of the Issuers set forth in the Note Purchase Agreement, including the representations regarding the absence of "directed selling efforts" (as defined in Regulation S) and "general solicitation or general advertising" (within the meaning of Rule 502(c) under the Securities Act), (ii) the accuracy of the representations and warranties of the Placement Agents set forth in the Note Purchase Agreement, including, without limitation, the representations regarding the offer and sale of the Notes only to (x) persons reasonably believed to be "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act, and (y) non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act, and (iii) compliance by the Issuers and the Placement Agents with all of the offering restrictions and transfer restrictions set forth in the Offering Memorandum and the Note Purchase Agreement, it is not necessary, in connection with the offer, sale, and delivery of the Notes in the manner contemplated by the Note Purchase Agreement and the Offering Memorandum, to register the Notes under the Securities Act.
Furthermore, we are of the opinion that, based on Section 304(a)(4)(A) of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), which exempts from the qualification requirements of the Trust Indenture Act any indenture under which securities are to be issued that are exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof, the Indenture is not required to be qualified under the Trust Indenture Act.
VI. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications and limitations:
(a) Scope of Laws Covered. Our opinions are limited to (i) the federal laws of the United States of America, (ii) the laws of the State of New York, and (iii) the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the Cayman Islands (matters of Cayman Islands law are addressed in the separate opinion of Applegategate Offshore Services Ltd. dated September 12, 2023, delivered concurrently herewith to the addressees of this Opinion). We note that we are not admitted to practice law in the State of Delaware; however, this Opinion addresses the Delaware Limited Liability Company Act, which we have reviewed for the purposes of rendering the opinions set forth herein with respect to the formation, valid existence, good standing, and organizational power of the Co-Issuer.
(b) Enforceability Exceptions. The enforceability opinion set forth in Section 5.3 above is subject to and limited by:
(i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, liquidation, fraudulent transfer, fraudulent conveyance, preferential transfer, and similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally;
(ii) general principles of equity (whether considered in a proceeding at law or in equity), including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the duty not to act in an unconscionable manner; and
(iii) the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether a claim is considered in a proceeding at law or in equity.
(c) Specific Matters Excluded. Without limiting the generality of the foregoing, we express no opinion as to:
(i) any provision of the Transaction Documents that purports to waive or limit rights to trial by jury, to the extent that such waiver may be found to be unenforceable or contrary to applicable law or public policy;
(ii) the enforceability of any indemnification, contribution, or exculpation provisions contained in the Transaction Documents to the extent that enforcement thereof may be limited by applicable law or found to be contrary to public policy, including, without limitation, federal or state securities laws;
(iii) the effect of Section 1-301 of the New York Uniform Commercial Code (or any successor provision) on the enforceability of governing law provisions contained in the Transaction Documents selecting the law of the State of New York as the governing law thereof, particularly with respect to any issue that may arise concerning the law applicable to the creation, attachment, perfection, or priority of security interests in the collateral;
(iv) any federal or state securities law matters other than those expressly addressed in Sections 5.7 and 5.8 above;
(v) any matters arising under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or any U.S. federal, state, or local tax matters (all of which are addressed in the separate Tax Opinion of Calderwood & Harkness LLP dated September 12, 2023, being delivered concurrently herewith);
(vi) the creation, attachment, perfection, or priority of any security interest in the collateral pledged under the Indenture, other than as expressly set forth in Section 5.5 above with respect to the absence of liens created by the Co-Issuer's execution, delivery, and performance of the Transaction Documents (other than liens created under the Indenture); and
(vii) compliance by any party with applicable anti-money laundering laws (including the Bank Secrecy Act, as amended by Title III of the USA PATRIOT Act), sanctions laws and regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or anti-bribery laws (including the U.S. Foreign Corrupt Practices Act of 1977, as amended).
VII. Reliance and Distribution
This Opinion is rendered solely for the benefit of the addressees hereof — Ironclad Trust Company, National Association, in its capacities as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator; Meridian Atlantic Securities LLC, in its capacity as Lead Placement Agent; and Northbridge Capital Markets Inc., in its capacity as Co-Placement Agent — and solely in connection with the Transaction described herein. This Opinion may also be relied upon by the holders from time to time of the Notes, but only in their capacity as holders of the Notes and solely in connection with the Transaction and the enforcement of their rights under the Indenture and the Notes.
This Opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP, which consent may be withheld in our sole discretion. Without limiting the foregoing, this Opinion may not be quoted, referred to, or filed with any governmental authority or other person (other than the addressees hereof and the holders of the Notes as described above) without our prior written consent.
This Opinion speaks only as of the date hereof, and we assume no obligation to update or supplement this Opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law (including statutory law, regulatory law, or case law) that may hereafter occur. We disclaim any obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Issuers or the Transaction, or any other circumstance.
We are members of the Bar of the State of New York and do not purport to be experts on, or to express any opinion concerning, the laws of any jurisdiction other than those specified in Section VI(a) above.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Samuel Eklund
Title: Responsible Partner
Calderwood & Harkness LLP 450 Park Avenue New York, NY 10022
C&H Matter No. 1024-00004
This opinion is delivered by Calderwood & Harkness LLP as a firm and not by any individual attorney. The opinions expressed herein represent the professional judgment of the firm and not the personal opinions of any individual attorney.
Class | Aggregate Principal Amount | CUSIP (144A) | CUSIP (Reg S) | Rating (Brindoval / Ridgeline)
Class A-1 Notes | $256,000,000 | 26738TAA5 | G2694LAA7 | AAA / AAA
Class A-2 Notes | $40,000,000 | 26738TAB3 | — | AA / AA
Class B Notes | $28,000,000 | 26738TAC1 | — | A / A
Class C Notes | $24,000,000 | 26738TAD9 | — | BBB / BBB
Class D Notes | $16,000,000 | 26738TAE7 | — | BB / BB
Subordinated Notes | $36,000,000 | 26738TAF4 | — | Unrated
Total | $400,000,000

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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