1025-00007 · Quorum Insurance Holdings · Legal Opinions

draft-opinion-de-llc-formation-qrh.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

601 Lexington Avenue New York, New York 10022

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

October 8, 2022

DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT FOR EXECUTION OR RELIANCE

Quorum Receivables Funding 2022-1 LLC c/o Quorum Insurance Holdings Corp. 400 Atlantic Street, Suite 2200 Stamford, Connecticut 06901

Calvoneth Trust Company, National Association as Indenture Trustee 600 Travis Street, Suite 5800 Houston, Texas 77002

Ridgeline Capital Markets LLC as Initial Purchaser 383 Madison Avenue, 14th Floor New York, New York 10179

Re: Quorum Receivables Holding LLC — Valid Formation and Authorization Opinion Calderwood & Harkness LLP Matter No. 1025-00007

Ladies and Gentlemen:

I. Introduction and Engagement Context

We have acted as counsel to Quorum Insurance Holdings Corp. ("QIH"), Quorum Premium Finance LLC ("QPF"), Quorum Receivables Holding LLC ("QRH"), and Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1," and together with QIH, QPF, and QRH, the "Quorum Parties") in connection with the issuance by QRF 2022-1 of $500,000,000 aggregate principal amount of asset-backed notes (the "Notes"), consisting of the following classes:

(a) $375,000,000 aggregate principal amount of Class A Floating Rate Asset-Backed Notes (preliminary CUSIP: 74892TAA3) (the "Class A Notes");

(b) $75,000,000 aggregate principal amount of Class B Floating Rate Asset-Backed Notes (preliminary CUSIP: 74892TAB1) (the "Class B Notes"); and

(c) $35,000,000 aggregate principal amount of Class C Floating Rate Asset-Backed Notes (preliminary CUSIP: 74892TAC9) (the "Class C Notes" and, together with the Class A Notes and the Class B Notes, the "Notes").

The Notes are backed by a revolving pool of insurance premium finance receivables originated by QPF in the ordinary course of its business. The receivables are transferred by QPF to QRH, as depositor and intermediate special purpose vehicle in the transaction (in such capacity, the "Depositor"), and thereafter transferred by QRH to QRF 2022-1, as issuer of the Notes (in such capacity, the "Issuer"), pursuant to the transaction structure described more fully in the Transaction Documents (as defined below).

This opinion letter (this "Opinion") is delivered to you in connection with QRH's role as Depositor and intermediate special purpose vehicle in the securitization transaction described herein. This Opinion is delivered pursuant to the requirements of Section 6.01(e)(ii) of the Note Purchase Agreement dated as of the Closing Date (as defined below) among QRF 2022-1, QIH, and Ridgeline Capital Markets LLC, and Section 3.05(c) of the Indenture dated as of the Closing Date between QRF 2022-1, as Issuer, and Calvoneth Trust Company, National Association, as Indenture Trustee.

This Opinion addresses solely the valid formation, existence, power, authority, and authorization of QRH under the laws of the State of Delaware in connection with the transactions contemplated by the Transaction Documents, and is subject in all respects to the assumptions, qualifications, and limitations set forth herein.

II. Defined Terms and Transaction Documents

Capitalized terms used but not otherwise defined in this Opinion have the meanings assigned to such terms in the Transaction Documents. As used herein, the term "Closing Date" means the date on which the Notes are issued and sold to the Initial Purchaser pursuant to the Note Purchase Agreement, which is currently anticipated to be on or about October 12, 2022.

In rendering the opinions set forth herein, we have reviewed the following documents (collectively, the "Reviewed Documents"), each of which relates to or involves QRH's participation in the securitization transaction:

1. Receivables Sale Agreement dated as of the Closing Date, between QPF, as Seller, and QRH, as Purchaser (execution draft v3, dated October 12, 2022) (the "Receivables Sale Agreement");

2. Receivables Transfer Agreement dated as of the Closing Date, between QRH, as Transferor, and QRF 2022-1, as Transferee (execution draft v3, dated October 12, 2022) (the "Receivables Transfer Agreement");

3. Indenture dated as of the Closing Date, between QRF 2022-1, as Issuer, and Calvoneth Trust Company, National Association, as Trustee (execution draft v4, dated October 12, 2022) (the "Indenture");

4. Note Purchase Agreement dated as of the Closing Date, among QRF 2022-1, QIH, and Ridgeline Capital Markets LLC, as Initial Purchaser (execution draft v3, dated October 12, 2022) (the "Note Purchase Agreement");

5. Grant of Security Interest (Pledge Agreement) dated as of the Closing Date, from QRF 2022-1 to Calvoneth Trust Company, National Association (execution draft v2, dated October 12, 2022) (the "Pledge Agreement");

6. Limited Liability Company Agreement of QRH dated August 3, 2022 (the "LLC Agreement");

7. Certificate of Formation of QRH filed with the Delaware Secretary of State on August 3, 2022 (Delaware Secretary of State File No. 7894228) (the "Certificate of Formation");

8. Independent Manager Agreement dated August 3, 2022, between QRH and Fortbridge Corporate Services LLC, appointing Eleanor M. Vasquez as independent manager of QRH (the "Independent Manager Agreement"); and

9. Manager's Certificate of QPF dated July 27, 2022, executed by Sandra Ling-Hwang in her capacity as Manager of QPF (QPF being the sole member of QRH), certifying the adoption of resolutions by QPF as sole member of QRH authorizing QRH to enter into the transactions contemplated by the Transaction Documents and to execute and deliver the QRH Transaction Documents (the "Manager's Certificate").

As used in this Opinion, the term "Transaction Documents" means, with respect to QRH, the Receivables Sale Agreement and the Receivables Transfer Agreement (collectively, the "QRH Transaction Documents"). The term "Organizational Documents" means, collectively, the Certificate of Formation and the LLC Agreement of QRH.

III. Documents Examined and Reliance

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

1. The Certificate of Formation of QRH, as filed with the Delaware Secretary of State on August 3, 2022 (Delaware Secretary of State File No. 7894228), a certified copy of which was obtained directly from the office of the Delaware Secretary of State;

2. A Certificate of Good Standing for QRH issued by the Delaware Secretary of State, dated on or about the date hereof (the "Good Standing Certificate");

3. The Limited Liability Company Agreement of QRH, dated August 3, 2022, together with all schedules and exhibits thereto;

4. The Independent Manager Agreement between QRH and Fortbridge Corporate Services LLC, dated August 3, 2022, pursuant to which Eleanor M. Vasquez was appointed as independent manager of QRH;

5. The Manager's Certificate of QPF (as sole member of QRH), dated July 27, 2022, executed by Sandra Ling-Hwang in her capacity as Manager of QPF, certifying resolutions duly adopted by QPF as sole member of QRH authorizing QRH to enter into the QRH Transaction Documents and to consummate the transactions contemplated thereby;

6. Execution drafts (v3) of each of the Receivables Sale Agreement and the Receivables Transfer Agreement; and

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

In rendering the opinions expressed herein, we have obtained and relied upon the Good Standing Certificate issued by the Delaware Secretary of State with respect to QRH, dated on or about the date hereof. We have also relied upon certificates of officers, managers, and other authorized representatives of QRH and QPF as to certain factual matters material to the opinions expressed herein, including but not limited to representations regarding the current status of the Organizational Documents, the continuing appointment of Eleanor M. Vasquez as independent manager of QRH, and the absence of any amendment, modification, or revocation of the Certificate of Formation or the LLC Agreement since the respective dates thereof. We have not independently verified any such factual matters and express no opinion with respect thereto except to the extent expressly stated herein.

For purposes of this Opinion, we note that the registered agent for QRH in the State of Delaware is Ashgrove Services Inc., with an address at 28 Liberty Street, New York, New York 10005, as reflected in the Certificate of Formation filed with the Delaware Secretary of State.

IV. Assumptions

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

1. The genuineness of all signatures appearing on documents examined by us (other than the signatures of representatives of QRH and QPF whose authority to execute and deliver the Transaction Documents is addressed in this Opinion).

2. 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, photostatic, electronic, or otherwise.

3. The accuracy, completeness, and authenticity of all certificates, representations, and statements (including factual statements and statements of opinion) issued or made by public officials and by officers, managers, and authorized representatives of QRH and QPF upon which we have relied in rendering this Opinion.

4. The Certificate of Formation of QRH, as filed with the Delaware Secretary of State on August 3, 2022 (Delaware Secretary of State File No. 7894228), has not been amended, restated, supplemented, or revoked since the date of its filing, and remains in full force and effect as of the date hereof.

5. The Limited Liability Company Agreement of QRH has not been amended, modified, restated, supplemented, or terminated since August 3, 2022, and remains in full force and effect as of the date hereof.

6. Each party to the Transaction Documents (other than QRH, as to which our opinion is expressed herein) has the requisite organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party, and has taken all necessary organizational action to authorize such execution, delivery, and performance.

7. The Transaction Documents constitute, or upon execution and delivery will constitute, the legal, valid, and binding obligations of each party thereto (other than QRH, as to which our opinion regarding due authorization and execution is expressed herein), enforceable against such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, and other similar laws and to general principles of equity.

8. The Independent Manager Agreement between QRH and Fortbridge Corporate Services LLC, dated August 3, 2022, remains in full force and effect as of the date hereof, and Eleanor M. Vasquez continues to serve as the duly appointed independent manager of QRH in accordance with the terms thereof and the LLC Agreement.

9. No event has occurred, and no circumstance exists, that would require the consent of the independent manager of QRH under the terms of the LLC Agreement in connection with the transactions contemplated by the QRH Transaction Documents that has not been duly obtained or that will not be duly obtained prior to the Closing Date.

We have made no independent investigation or inquiry to verify the accuracy or completeness of the foregoing assumptions, and we express no opinion with respect to any of the matters assumed herein. To the extent that any of the foregoing assumptions are incorrect, the opinions expressed herein may be adversely affected.

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 Valid Formation and Existence

QRH is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. QRH was formed by the filing of its Certificate of Formation with the office of the Secretary of State of the State of Delaware on August 3, 2022, under Delaware Secretary of State File No. 7894228. The formation of QRH was effected in compliance with the requirements of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the "DLLCA"), including the requirements of 6 Del. C. § 18-201 relating to the filing of a certificate of formation. As of the date hereof, based upon our review of the Good Standing Certificate issued by the Delaware Secretary of State, QRH has not been dissolved, cancelled, or revoked, and remains in good standing under the laws of the State of Delaware.

5.2 Power and Authority

QRH has all requisite limited liability company power and authority under the DLLCA and its Organizational Documents to:

(a) own, hold, manage, and dispose of its properties and assets, including the insurance premium finance receivables and related assets acquired by QRH pursuant to the Receivables Sale Agreement;

(b) conduct its business as currently conducted and as contemplated by the Transaction Documents, including, without limitation, the acquisition of insurance premium finance receivables from QPF and the subsequent transfer of such receivables to QRF 2022-1; and

(c) execute, deliver, and perform its obligations under each of the QRH Transaction Documents to which it is a party, including the Receivables Sale Agreement (in its capacity as Purchaser) and the Receivables Transfer Agreement (in its capacity as Transferor).

In rendering this opinion, we note that QRH's purpose, as stated in Section 2.04 of the LLC Agreement, is expressly limited to (i) acquiring, owning, holding, financing, and transferring insurance premium finance receivables and related assets in connection with the securitization transaction contemplated by the Transaction Documents, (ii) entering into and performing its obligations under the Transaction Documents, and (iii) engaging in such other activities as are incidental, necessary, or convenient to the foregoing. The LLC Agreement includes customary bankruptcy-remote special purpose vehicle limitations on the activities of QRH, including restrictions on the incurrence of indebtedness, the creation of liens (other than as contemplated by the Transaction Documents), the merger or consolidation with any other entity, the amendment of the Organizational Documents without the consent of the independent manager, and the commencement of a voluntary case or proceeding under any bankruptcy, insolvency, or similar law without the unanimous written consent of all members and the independent manager. The transactions contemplated by the QRH Transaction Documents are within the scope of the stated purposes of QRH and are not prohibited or restricted by the LLC Agreement.

5.3 Due Authorization

The execution, delivery, and performance by QRH of each of the QRH Transaction Documents to which it is a party, and the consummation by QRH of the transactions contemplated thereby, have been duly authorized by all necessary limited liability company action on the part of QRH. In reaching this conclusion, we have reviewed and relied upon the Manager's Certificate of QPF, dated July 27, 2022, executed by Sandra Ling-Hwang in her capacity as Manager of QPF. QPF is the sole member of QRH, and the resolutions certified in the Manager's Certificate were duly adopted by QPF, acting in its capacity as the sole member of QRH, and authorized QRH to enter into, execute, deliver, and perform the QRH Transaction Documents and to consummate the transactions contemplated thereby. No other limited liability company action on the part of QRH, QPF (as sole member), or any other person is necessary to authorize the execution, delivery, and performance by QRH of the QRH Transaction Documents.

We further note that the independent manager of QRH, Eleanor M. Vasquez of Fortbridge Corporate Services LLC, appointed pursuant to the Independent Manager Agreement dated August 3, 2022, has provided, or will provide prior to the Closing Date, any consent required under the LLC Agreement in connection with the transactions contemplated by the QRH Transaction Documents, to the extent such consent is applicable. Based upon our review of the LLC Agreement, the transactions contemplated by the QRH Transaction Documents do not constitute actions requiring the affirmative consent of the independent manager (such consent being required only with respect to voluntary bankruptcy filings, dissolution, merger, consolidation, or similar extraordinary actions).

5.4 Execution and Delivery

Upon execution and delivery by QRH of each of the QRH Transaction Documents on the Closing Date, such QRH Transaction Documents will have been duly executed and delivered by QRH. This opinion is expressed as of the anticipated Closing Date and is conditioned upon the actual execution and delivery of each such QRH Transaction Document by a person or persons duly authorized by QRH in accordance with the resolutions certified in the Manager's Certificate and the provisions of the LLC Agreement. As of the date hereof, we have reviewed execution drafts (v3) of the Receivables Sale Agreement and the Receivables Transfer Agreement, and we note that this opinion is rendered with respect to such execution drafts; to the extent that any material changes are made to such documents prior to execution on the Closing Date, this opinion should not be relied upon without our further review and confirmation.

5.5 No Violation of Organizational Documents

The execution, delivery, and performance by QRH of the QRH Transaction Documents, and the consummation by QRH of the transactions contemplated thereby:

(a) do not and will not violate, conflict with, or result in a breach of any provision of the Certificate of Formation or the Limited Liability Company Agreement of QRH;

(b) do not and will not conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under any term, condition, or provision of the LLC Agreement, including, without limitation, the separateness covenants, the non-petition provisions, the restrictions on the incurrence of indebtedness, the restrictions on the creation of liens, and the limitations on the purposes and activities of QRH set forth therein; and

(c) do not and will not require any consent, approval, or authorization of the independent manager of QRH that has not been or will not be obtained on or prior to the Closing Date, provided that the independent manager's consent is required under the LLC Agreement only with respect to certain specified extraordinary actions, including the filing of any voluntary petition in bankruptcy, the commencement of any insolvency or similar proceeding, the dissolution or winding up of QRH, or the merger, consolidation, or sale of substantially all assets of QRH.

5.6 No Violation of Delaware Law

The execution, delivery, and performance by QRH of the QRH Transaction Documents, and the consummation by QRH of the transactions contemplated thereby, do not and will not violate any applicable provision of the DLLCA or any other statute, rule, or regulation of the State of Delaware applicable to QRH or its properties or assets. This opinion is limited solely to the laws of the State of Delaware, including the DLLCA, and does not address the laws of any other jurisdiction, including, without limitation, the federal laws of the United States, the laws of the State of New York, the laws of the State of Connecticut, or the laws of any other state or foreign jurisdiction.

5.7 No Governmental Approvals Required (Delaware)

No consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with any governmental authority or regulatory body of the State of Delaware is required in connection with the execution, delivery, and performance by QRH of the QRH Transaction Documents or the consummation by QRH of the transactions contemplated thereby, other than:

(a) the filing of the Certificate of Formation of QRH with the Delaware Secretary of State, which filing was completed on August 3, 2022; and

(b) such filings as may be required under Article 9 of the Uniform Commercial Code as adopted in the State of Delaware (6 Del. C. § 9-101 et seq.), to the extent applicable in connection with the creation or perfection of security interests in the receivables and related assets contemplated by the Transaction Documents.

VI. Qualifications and Limitations

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

1. Scope of Law. The opinions expressed herein are limited solely to the DLLCA and the laws of the State of Delaware as currently in effect, and we express no opinion with respect to the laws of any other jurisdiction, including, without limitation, the federal laws of the United States, the laws of the State of New York, the laws of the State of Connecticut, or the laws of any other state, territory, or foreign jurisdiction. To the extent that the Transaction Documents or any matters addressed herein may be governed by or subject to the laws of any jurisdiction other than the State of Delaware, we express no opinion with respect thereto.

2. Enforceability. The opinions expressed herein do not address the enforceability of the QRH Transaction Documents or any other Transaction Document against QRH or any other party thereto. The enforceability of the QRH Transaction Documents under New York law (which governs such agreements pursuant to their terms) is addressed in a separate enforceability opinion letter delivered by this firm in connection with the closing of the transactions contemplated by the Transaction Documents, and reference should be made thereto for opinions regarding the validity and enforceability of the QRH Transaction Documents as binding obligations of QRH.

3. Bankruptcy and Insolvency. The opinions expressed herein are subject to the effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the United States Bankruptcy Code (11 U.S.C. § 101 et seq.), the Uniform Fraudulent Transfer Act, and the Uniform Voidable Transactions Act, as adopted in any applicable jurisdiction.

4. Equitable Principles. The opinions expressed herein are subject to the effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforcement is sought in a proceeding in equity or at law.

5. Tax Matters. No opinion is expressed herein as to the treatment of QRH, QRF 2022-1, or any other entity for United States federal, state, or local income tax purposes, including, without limitation, the characterization of QRH or QRF 2022-1 as a disregarded entity, a partnership, or an association taxable as a corporation for federal income tax purposes. Tax matters relating to the transactions contemplated by the Transaction Documents are the subject of a separate tax opinion delivered by Sylvia Hartwell in connection with the closing of the transactions.

6. True Sale. No opinion is expressed herein as to the characterization of the transfers of receivables and related assets contemplated by the Receivables Sale Agreement (from QPF to QRH) or the Receivables Transfer Agreement (from QRH to QRF 2022-1) as "true sales" or "absolute transfers" for purposes of bankruptcy law, the Uniform Commercial Code, or otherwise. The characterization of such transfers as true sales is the subject of separate true sale opinion letters delivered in connection with the closing of the transactions.

7. Substantive Consolidation. No opinion is expressed herein as to whether the assets and liabilities of QRH would or would not be substantively consolidated with those of QPF, QIH, QRF 2022-1, or any other affiliated entity in any bankruptcy, insolvency, or similar proceeding. Matters relating to substantive consolidation are the subject of separate non-consolidation opinion letters delivered in connection with the closing of the transactions.

8. Securities Laws. No opinion is expressed herein with respect to the securities laws of any jurisdiction, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, or any state "blue sky" or securities laws, or the applicability or effect thereof on the transactions contemplated by the Transaction Documents.

9. Factual Matters. No opinion is expressed herein as to any factual matter, including the accuracy or completeness of any representation or warranty made by any party in the Transaction Documents or any certificate or instrument delivered in connection therewith. To the extent that we have relied upon certificates of officers, managers, or other representatives of QRH or QPF as to factual matters, we have assumed, without independent verification, the accuracy and completeness of such certificates.

VII. Reliance and Benefit

This Opinion is delivered to the addressees hereof and may be relied upon by:

(a) Quorum Receivables Funding 2022-1 LLC, in its capacity as Issuer of the Notes;

(b) Calvoneth Trust Company, National Association, in its capacity as Indenture Trustee and Paying Agent under the Indenture;

(d) Calloway & Brandt LLP, as counsel to Ridgeline Capital Markets LLC (attention: Harrison Collier, lead partner), solely in connection with its representation of Ridgeline Capital Markets LLC in the transactions contemplated by the Transaction Documents;

(e) Ashfield & Greer LLP, as counsel to Calvoneth Trust Company, National Association (attention: Vivian Sato, lead partner), solely in connection with its representation of Calvoneth Trust Company, National Association in the transactions contemplated by the Transaction Documents; and

(f) Holders of the Notes from time to time, solely in their capacities as such.

This Opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent. Any reliance by the persons and entities specified above shall be subject to all of the assumptions, qualifications, limitations, and other terms and conditions set forth herein.

This Opinion is rendered as of the date hereof, and we undertake no obligation, and hereby disclaim any obligation, to update, revise, or supplement this Opinion for events, developments, changes in law, or changes in facts or circumstances occurring or coming to our attention after the date hereof, regardless of whether any such event, development, change, or circumstance may affect the opinions expressed herein.

VIII. Governing Law of Opinion Letter

This opinion letter, and any claim or dispute arising out of or relating to this opinion letter, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws that would require the application of the laws of another jurisdiction, except to the extent that procedural matters relating to the interpretation of this opinion letter are governed by the laws of the State of New York.

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[SIGNATURE PAGE — DRAFT ONLY — NOT FOR EXECUTION]

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Douglas Carmichael

Title: Partner

Date: ________

DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT FOR EXECUTION OR RELIANCE

EXHIBIT A

LIST OF TRANSACTION DOCUMENTS (to which QRH is a party)

The following is a list of the Transaction Documents to which Quorum Receivables Holding LLC ("QRH") is a party, as referenced in the body of this Opinion:

1. Receivables Sale Agreement dated as of the Closing Date, between Quorum Premium Finance LLC ("QPF"), as Seller, and QRH, as Purchaser — execution draft v3, dated October 12, 2022.

2. Receivables Transfer Agreement dated as of the Closing Date, between QRH, as Transferor, and Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), as Transferee — execution draft v3, dated October 12, 2022.

EXHIBIT B

LIST OF ORGANIZATIONAL DOCUMENTS REVIEWED

The following is a list of the organizational documents of Quorum Receivables Holding LLC ("QRH") reviewed by Calderwood & Harkness LLP in connection with the preparation of this Opinion:

1. Certificate of Formation of Quorum Receivables Holding LLC, filed with the Secretary of State of the State of Delaware on August 3, 2022 (Delaware Secretary of State File No. 7894228), certified copy obtained from the Delaware Secretary of State.

2. Limited Liability Company Agreement of Quorum Receivables Holding LLC, dated August 3, 2022, together with all schedules and exhibits thereto.

3. Independent Manager Agreement between Quorum Receivables Holding LLC and Fortbridge Corporate Services LLC, dated August 3, 2022, appointing Eleanor M. Vasquez as independent manager of QRH.

4. Manager's Certificate of Quorum Premium Finance LLC (sole member of QRH), dated July 27, 2022, executed by Sandra Ling-Hwang in her capacity as Manager of QPF, certifying the due adoption by QPF (as sole member of QRH) of resolutions authorizing QRH to enter into, execute, deliver, and perform the QRH Transaction Documents and to consummate the transactions contemplated thereby.

5. Certificate of Good Standing for Quorum Receivables Holding LLC, issued by the Secretary of State of the State of Delaware, dated on or about October 8, 2022.

CALDERWOOD & HARKNESS LLP Attorneys at Law
601 Lexington Avenue New York, New York 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
October 8, 2022
DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT FOR EXECUTION OR RELIANCE
Quorum Receivables Funding 2022-1 LLC c/o Quorum Insurance Holdings Corp. 400 Atlantic Street, Suite 2200 Stamford, Connecticut 06901
Calvoneth Trust Company, National Association as Indenture Trustee 600 Travis Street, Suite 5800 Houston, Texas 77002
Ridgeline Capital Markets LLC as Initial Purchaser 383 Madison Avenue, 14th Floor New York, New York 10179
Re: Quorum Receivables Holding LLC — Valid Formation and Authorization Opinion Calderwood & Harkness LLP Matter No. 1025-00007
Ladies and Gentlemen:
I. Introduction and Engagement Context
We have acted as counsel to Quorum Insurance Holdings Corp. ("QIH"), Quorum Premium Finance LLC ("QPF"), Quorum Receivables Holding LLC ("QRH"), and Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1," and together with QIH, QPF, and QRH, the "Quorum Parties") in connection with the issuance by QRF 2022-1 of $500,000,000 aggregate principal amount of asset-backed notes (the "Notes"), consisting of the following classes:
(a) $375,000,000 aggregate principal amount of Class A Floating Rate Asset-Backed Notes (preliminary CUSIP: 74892TAA3) (the "Class A Notes");
(b) $75,000,000 aggregate principal amount of Class B Floating Rate Asset-Backed Notes (preliminary CUSIP: 74892TAB1) (the "Class B Notes"); and
(c) $35,000,000 aggregate principal amount of Class C Floating Rate Asset-Backed Notes (preliminary CUSIP: 74892TAC9) (the "Class C Notes" and, together with the Class A Notes and the Class B Notes, the "Notes").
The Notes are backed by a revolving pool of insurance premium finance receivables originated by QPF in the ordinary course of its business. The receivables are transferred by QPF to QRH, as depositor and intermediate special purpose vehicle in the transaction (in such capacity, the "Depositor"), and thereafter transferred by QRH to QRF 2022-1, as issuer of the Notes (in such capacity, the "Issuer"), pursuant to the transaction structure described more fully in the Transaction Documents (as defined below).
This opinion letter (this "Opinion") is delivered to you in connection with QRH's role as Depositor and intermediate special purpose vehicle in the securitization transaction described herein. This Opinion is delivered pursuant to the requirements of Section 6.01(e)(ii) of the Note Purchase Agreement dated as of the Closing Date (as defined below) among QRF 2022-1, QIH, and Ridgeline Capital Markets LLC, and Section 3.05(c) of the Indenture dated as of the Closing Date between QRF 2022-1, as Issuer, and Calvoneth Trust Company, National Association, as Indenture Trustee.
This Opinion addresses solely the valid formation, existence, power, authority, and authorization of QRH under the laws of the State of Delaware in connection with the transactions contemplated by the Transaction Documents, and is subject in all respects to the assumptions, qualifications, and limitations set forth herein.
II. Defined Terms and Transaction Documents
Capitalized terms used but not otherwise defined in this Opinion have the meanings assigned to such terms in the Transaction Documents. As used herein, the term "Closing Date" means the date on which the Notes are issued and sold to the Initial Purchaser pursuant to the Note Purchase Agreement, which is currently anticipated to be on or about October 12, 2022.
In rendering the opinions set forth herein, we have reviewed the following documents (collectively, the "Reviewed Documents"), each of which relates to or involves QRH's participation in the securitization transaction:
1.  Receivables Sale Agreement dated as of the Closing Date, between QPF, as Seller, and QRH, as Purchaser (execution draft v3, dated October 12, 2022) (the "Receivables Sale Agreement");
2.  Receivables Transfer Agreement dated as of the Closing Date, between QRH, as Transferor, and QRF 2022-1, as Transferee (execution draft v3, dated October 12, 2022) (the "Receivables Transfer Agreement");
3.  Indenture dated as of the Closing Date, between QRF 2022-1, as Issuer, and Calvoneth Trust Company, National Association, as Trustee (execution draft v4, dated October 12, 2022) (the "Indenture");
4.  Note Purchase Agreement dated as of the Closing Date, among QRF 2022-1, QIH, and Ridgeline Capital Markets LLC, as Initial Purchaser (execution draft v3, dated October 12, 2022) (the "Note Purchase Agreement");
5.  Grant of Security Interest (Pledge Agreement) dated as of the Closing Date, from QRF 2022-1 to Calvoneth Trust Company, National Association (execution draft v2, dated October 12, 2022) (the "Pledge Agreement");
6.  Limited Liability Company Agreement of QRH dated August 3, 2022 (the "LLC Agreement");
7.  Certificate of Formation of QRH filed with the Delaware Secretary of State on August 3, 2022 (Delaware Secretary of State File No. 7894228) (the "Certificate of Formation");
8.  Independent Manager Agreement dated August 3, 2022, between QRH and Fortbridge Corporate Services LLC, appointing Eleanor M. Vasquez as independent manager of QRH (the "Independent Manager Agreement"); and
9.  Manager's Certificate of QPF dated July 27, 2022, executed by Sandra Ling-Hwang in her capacity as Manager of QPF (QPF being the sole member of QRH), certifying the adoption of resolutions by QPF as sole member of QRH authorizing QRH to enter into the transactions contemplated by the Transaction Documents and to execute and deliver the QRH Transaction Documents (the "Manager's Certificate").
As used in this Opinion, the term "Transaction Documents" means, with respect to QRH, the Receivables Sale Agreement and the Receivables Transfer Agreement (collectively, the "QRH Transaction Documents"). The term "Organizational Documents" means, collectively, the Certificate of Formation and the LLC Agreement of QRH.
III. Documents Examined and Reliance
In connection with rendering the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents and records:
1.  The Certificate of Formation of QRH, as filed with the Delaware Secretary of State on August 3, 2022 (Delaware Secretary of State File No. 7894228), a certified copy of which was obtained directly from the office of the Delaware Secretary of State;
2.  A Certificate of Good Standing for QRH issued by the Delaware Secretary of State, dated on or about the date hereof (the "Good Standing Certificate");
3.  The Limited Liability Company Agreement of QRH, dated August 3, 2022, together with all schedules and exhibits thereto;
4.  The Independent Manager Agreement between QRH and Fortbridge Corporate Services LLC, dated August 3, 2022, pursuant to which Eleanor M. Vasquez was appointed as independent manager of QRH;
5.  The Manager's Certificate of QPF (as sole member of QRH), dated July 27, 2022, executed by Sandra Ling-Hwang in her capacity as Manager of QPF, certifying resolutions duly adopted by QPF as sole member of QRH authorizing QRH to enter into the QRH Transaction Documents and to consummate the transactions contemplated thereby;
6.  Execution drafts (v3) of each of the Receivables Sale Agreement and the Receivables Transfer Agreement; and
7.  Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of rendering the opinions expressed herein.
In rendering the opinions expressed herein, we have obtained and relied upon the Good Standing Certificate issued by the Delaware Secretary of State with respect to QRH, dated on or about the date hereof. We have also relied upon certificates of officers, managers, and other authorized representatives of QRH and QPF as to certain factual matters material to the opinions expressed herein, including but not limited to representations regarding the current status of the Organizational Documents, the continuing appointment of Eleanor M. Vasquez as independent manager of QRH, and the absence of any amendment, modification, or revocation of the Certificate of Formation or the LLC Agreement since the respective dates thereof. We have not independently verified any such factual matters and express no opinion with respect thereto except to the extent expressly stated herein.
For purposes of this Opinion, we note that the registered agent for QRH in the State of Delaware is Ashgrove Services Inc., with an address at 28 Liberty Street, New York, New York 10005, as reflected in the Certificate of Formation filed with the Delaware Secretary of State.
IV. Assumptions
In rendering the opinions expressed herein, we have assumed, without independent investigation or verification, the following:
1.  The genuineness of all signatures appearing on documents examined by us (other than the signatures of representatives of QRH and QPF whose authority to execute and deliver the Transaction Documents is addressed in this Opinion).
2.  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, photostatic, electronic, or otherwise.
3.  The accuracy, completeness, and authenticity of all certificates, representations, and statements (including factual statements and statements of opinion) issued or made by public officials and by officers, managers, and authorized representatives of QRH and QPF upon which we have relied in rendering this Opinion.
4.  The Certificate of Formation of QRH, as filed with the Delaware Secretary of State on August 3, 2022 (Delaware Secretary of State File No. 7894228), has not been amended, restated, supplemented, or revoked since the date of its filing, and remains in full force and effect as of the date hereof.
5.  The Limited Liability Company Agreement of QRH has not been amended, modified, restated, supplemented, or terminated since August 3, 2022, and remains in full force and effect as of the date hereof.
6.  Each party to the Transaction Documents (other than QRH, as to which our opinion is expressed herein) has the requisite organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party, and has taken all necessary organizational action to authorize such execution, delivery, and performance.
7.  The Transaction Documents constitute, or upon execution and delivery will constitute, the legal, valid, and binding obligations of each party thereto (other than QRH, as to which our opinion regarding due authorization and execution is expressed herein), enforceable against such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, and other similar laws and to general principles of equity.
8.  The Independent Manager Agreement between QRH and Fortbridge Corporate Services LLC, dated August 3, 2022, remains in full force and effect as of the date hereof, and Eleanor M. Vasquez continues to serve as the duly appointed independent manager of QRH in accordance with the terms thereof and the LLC Agreement.
9.  No event has occurred, and no circumstance exists, that would require the consent of the independent manager of QRH under the terms of the LLC Agreement in connection with the transactions contemplated by the QRH Transaction Documents that has not been duly obtained or that will not be duly obtained prior to the Closing Date.
We have made no independent investigation or inquiry to verify the accuracy or completeness of the foregoing assumptions, and we express no opinion with respect to any of the matters assumed herein. To the extent that any of the foregoing assumptions are incorrect, the opinions expressed herein may be adversely affected.
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 Valid Formation and Existence
QRH is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. QRH was formed by the filing of its Certificate of Formation with the office of the Secretary of State of the State of Delaware on August 3, 2022, under Delaware Secretary of State File No. 7894228. The formation of QRH was effected in compliance with the requirements of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the "DLLCA"), including the requirements of 6 Del. C. § 18-201 relating to the filing of a certificate of formation. As of the date hereof, based upon our review of the Good Standing Certificate issued by the Delaware Secretary of State, QRH has not been dissolved, cancelled, or revoked, and remains in good standing under the laws of the State of Delaware.
5.2 Power and Authority
QRH has all requisite limited liability company power and authority under the DLLCA and its Organizational Documents to:
(a) own, hold, manage, and dispose of its properties and assets, including the insurance premium finance receivables and related assets acquired by QRH pursuant to the Receivables Sale Agreement;
(b) conduct its business as currently conducted and as contemplated by the Transaction Documents, including, without limitation, the acquisition of insurance premium finance receivables from QPF and the subsequent transfer of such receivables to QRF 2022-1; and
(c) execute, deliver, and perform its obligations under each of the QRH Transaction Documents to which it is a party, including the Receivables Sale Agreement (in its capacity as Purchaser) and the Receivables Transfer Agreement (in its capacity as Transferor).
In rendering this opinion, we note that QRH's purpose, as stated in Section 2.04 of the LLC Agreement, is expressly limited to (i) acquiring, owning, holding, financing, and transferring insurance premium finance receivables and related assets in connection with the securitization transaction contemplated by the Transaction Documents, (ii) entering into and performing its obligations under the Transaction Documents, and (iii) engaging in such other activities as are incidental, necessary, or convenient to the foregoing. The LLC Agreement includes customary bankruptcy-remote special purpose vehicle limitations on the activities of QRH, including restrictions on the incurrence of indebtedness, the creation of liens (other than as contemplated by the Transaction Documents), the merger or consolidation with any other entity, the amendment of the Organizational Documents without the consent of the independent manager, and the commencement of a voluntary case or proceeding under any bankruptcy, insolvency, or similar law without the unanimous written consent of all members and the independent manager. The transactions contemplated by the QRH Transaction Documents are within the scope of the stated purposes of QRH and are not prohibited or restricted by the LLC Agreement.
5.3 Due Authorization
The execution, delivery, and performance by QRH of each of the QRH Transaction Documents to which it is a party, and the consummation by QRH of the transactions contemplated thereby, have been duly authorized by all necessary limited liability company action on the part of QRH. In reaching this conclusion, we have reviewed and relied upon the Manager's Certificate of QPF, dated July 27, 2022, executed by Sandra Ling-Hwang in her capacity as Manager of QPF. QPF is the sole member of QRH, and the resolutions certified in the Manager's Certificate were duly adopted by QPF, acting in its capacity as the sole member of QRH, and authorized QRH to enter into, execute, deliver, and perform the QRH Transaction Documents and to consummate the transactions contemplated thereby. No other limited liability company action on the part of QRH, QPF (as sole member), or any other person is necessary to authorize the execution, delivery, and performance by QRH of the QRH Transaction Documents.
We further note that the independent manager of QRH, Eleanor M. Vasquez of Fortbridge Corporate Services LLC, appointed pursuant to the Independent Manager Agreement dated August 3, 2022, has provided, or will provide prior to the Closing Date, any consent required under the LLC Agreement in connection with the transactions contemplated by the QRH Transaction Documents, to the extent such consent is applicable. Based upon our review of the LLC Agreement, the transactions contemplated by the QRH Transaction Documents do not constitute actions requiring the affirmative consent of the independent manager (such consent being required only with respect to voluntary bankruptcy filings, dissolution, merger, consolidation, or similar extraordinary actions).
5.4 Execution and Delivery
Upon execution and delivery by QRH of each of the QRH Transaction Documents on the Closing Date, such QRH Transaction Documents will have been duly executed and delivered by QRH. This opinion is expressed as of the anticipated Closing Date and is conditioned upon the actual execution and delivery of each such QRH Transaction Document by a person or persons duly authorized by QRH in accordance with the resolutions certified in the Manager's Certificate and the provisions of the LLC Agreement. As of the date hereof, we have reviewed execution drafts (v3) of the Receivables Sale Agreement and the Receivables Transfer Agreement, and we note that this opinion is rendered with respect to such execution drafts; to the extent that any material changes are made to such documents prior to execution on the Closing Date, this opinion should not be relied upon without our further review and confirmation.
5.5 No Violation of Organizational Documents
The execution, delivery, and performance by QRH of the QRH Transaction Documents, and the consummation by QRH of the transactions contemplated thereby:
(a) do not and will not violate, conflict with, or result in a breach of any provision of the Certificate of Formation or the Limited Liability Company Agreement of QRH;
(b) do not and will not conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under any term, condition, or provision of the LLC Agreement, including, without limitation, the separateness covenants, the non-petition provisions, the restrictions on the incurrence of indebtedness, the restrictions on the creation of liens, and the limitations on the purposes and activities of QRH set forth therein; and
(c) do not and will not require any consent, approval, or authorization of the independent manager of QRH that has not been or will not be obtained on or prior to the Closing Date, provided that the independent manager's consent is required under the LLC Agreement only with respect to certain specified extraordinary actions, including the filing of any voluntary petition in bankruptcy, the commencement of any insolvency or similar proceeding, the dissolution or winding up of QRH, or the merger, consolidation, or sale of substantially all assets of QRH.
5.6 No Violation of Delaware Law
The execution, delivery, and performance by QRH of the QRH Transaction Documents, and the consummation by QRH of the transactions contemplated thereby, do not and will not violate any applicable provision of the DLLCA or any other statute, rule, or regulation of the State of Delaware applicable to QRH or its properties or assets. This opinion is limited solely to the laws of the State of Delaware, including the DLLCA, and does not address the laws of any other jurisdiction, including, without limitation, the federal laws of the United States, the laws of the State of New York, the laws of the State of Connecticut, or the laws of any other state or foreign jurisdiction.
5.7 No Governmental Approvals Required (Delaware)
No consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with any governmental authority or regulatory body of the State of Delaware is required in connection with the execution, delivery, and performance by QRH of the QRH Transaction Documents or the consummation by QRH of the transactions contemplated thereby, other than:
(a) the filing of the Certificate of Formation of QRH with the Delaware Secretary of State, which filing was completed on August 3, 2022; and
(b) such filings as may be required under Article 9 of the Uniform Commercial Code as adopted in the State of Delaware (6 Del. C. § 9-101 et seq.), to the extent applicable in connection with the creation or perfection of security interests in the receivables and related assets contemplated by the Transaction Documents.
VI. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications and limitations:
1.  Scope of Law. The opinions expressed herein are limited solely to the DLLCA and the laws of the State of Delaware as currently in effect, and we express no opinion with respect to the laws of any other jurisdiction, including, without limitation, the federal laws of the United States, the laws of the State of New York, the laws of the State of Connecticut, or the laws of any other state, territory, or foreign jurisdiction. To the extent that the Transaction Documents or any matters addressed herein may be governed by or subject to the laws of any jurisdiction other than the State of Delaware, we express no opinion with respect thereto.
2.  Enforceability. The opinions expressed herein do not address the enforceability of the QRH Transaction Documents or any other Transaction Document against QRH or any other party thereto. The enforceability of the QRH Transaction Documents under New York law (which governs such agreements pursuant to their terms) is addressed in a separate enforceability opinion letter delivered by this firm in connection with the closing of the transactions contemplated by the Transaction Documents, and reference should be made thereto for opinions regarding the validity and enforceability of the QRH Transaction Documents as binding obligations of QRH.
3.  Bankruptcy and Insolvency. The opinions expressed herein are subject to the effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the United States Bankruptcy Code (11 U.S.C. § 101 et seq.), the Uniform Fraudulent Transfer Act, and the Uniform Voidable Transactions Act, as adopted in any applicable jurisdiction.
4.  Equitable Principles. The opinions expressed herein are subject to the effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforcement is sought in a proceeding in equity or at law.
5.  Tax Matters. No opinion is expressed herein as to the treatment of QRH, QRF 2022-1, or any other entity for United States federal, state, or local income tax purposes, including, without limitation, the characterization of QRH or QRF 2022-1 as a disregarded entity, a partnership, or an association taxable as a corporation for federal income tax purposes. Tax matters relating to the transactions contemplated by the Transaction Documents are the subject of a separate tax opinion delivered by Sylvia Hartwell in connection with the closing of the transactions.
6.  True Sale. No opinion is expressed herein as to the characterization of the transfers of receivables and related assets contemplated by the Receivables Sale Agreement (from QPF to QRH) or the Receivables Transfer Agreement (from QRH to QRF 2022-1) as "true sales" or "absolute transfers" for purposes of bankruptcy law, the Uniform Commercial Code, or otherwise. The characterization of such transfers as true sales is the subject of separate true sale opinion letters delivered in connection with the closing of the transactions.
7.  Substantive Consolidation. No opinion is expressed herein as to whether the assets and liabilities of QRH would or would not be substantively consolidated with those of QPF, QIH, QRF 2022-1, or any other affiliated entity in any bankruptcy, insolvency, or similar proceeding. Matters relating to substantive consolidation are the subject of separate non-consolidation opinion letters delivered in connection with the closing of the transactions.
8.  Securities Laws. No opinion is expressed herein with respect to the securities laws of any jurisdiction, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, or any state "blue sky" or securities laws, or the applicability or effect thereof on the transactions contemplated by the Transaction Documents.
9.  Factual Matters. No opinion is expressed herein as to any factual matter, including the accuracy or completeness of any representation or warranty made by any party in the Transaction Documents or any certificate or instrument delivered in connection therewith. To the extent that we have relied upon certificates of officers, managers, or other representatives of QRH or QPF as to factual matters, we have assumed, without independent verification, the accuracy and completeness of such certificates.
VII. Reliance and Benefit
This Opinion is delivered to the addressees hereof and may be relied upon by:
(a) Quorum Receivables Funding 2022-1 LLC, in its capacity as Issuer of the Notes;
(b) Calvoneth Trust Company, National Association, in its capacity as Indenture Trustee and Paying Agent under the Indenture;
(c) Ridgeline Capital Markets LLC, in its capacity as Initial Purchaser of the Notes;
(d) Calloway & Brandt LLP, as counsel to Ridgeline Capital Markets LLC (attention: Harrison Collier, lead partner), solely in connection with its representation of Ridgeline Capital Markets LLC in the transactions contemplated by the Transaction Documents;
(e) Ashfield & Greer LLP, as counsel to Calvoneth Trust Company, National Association (attention: Vivian Sato, lead partner), solely in connection with its representation of Calvoneth Trust Company, National Association in the transactions contemplated by the Transaction Documents; and
(f) Holders of the Notes from time to time, solely in their capacities as such.
This Opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent. Any reliance by the persons and entities specified above shall be subject to all of the assumptions, qualifications, limitations, and other terms and conditions set forth herein.
This Opinion is rendered as of the date hereof, and we undertake no obligation, and hereby disclaim any obligation, to update, revise, or supplement this Opinion for events, developments, changes in law, or changes in facts or circumstances occurring or coming to our attention after the date hereof, regardless of whether any such event, development, change, or circumstance may affect the opinions expressed herein.
VIII. Governing Law of Opinion Letter
This opinion letter, and any claim or dispute arising out of or relating to this opinion letter, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws that would require the application of the laws of another jurisdiction, except to the extent that procedural matters relating to the interpretation of this opinion letter are governed by the laws of the State of New York.
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Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Carmichael
Title: Partner
Date: ________
DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT FOR EXECUTION OR RELIANCE
EXHIBIT A
LIST OF TRANSACTION DOCUMENTS (to which QRH is a party)
The following is a list of the Transaction Documents to which Quorum Receivables Holding LLC ("QRH") is a party, as referenced in the body of this Opinion:
1.  Receivables Sale Agreement dated as of the Closing Date, between Quorum Premium Finance LLC ("QPF"), as Seller, and QRH, as Purchaser — execution draft v3, dated October 12, 2022.
2.  Receivables Transfer Agreement dated as of the Closing Date, between QRH, as Transferor, and Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), as Transferee — execution draft v3, dated October 12, 2022.
EXHIBIT B
LIST OF ORGANIZATIONAL DOCUMENTS REVIEWED
The following is a list of the organizational documents of Quorum Receivables Holding LLC ("QRH") reviewed by Calderwood & Harkness LLP in connection with the preparation of this Opinion:
1.  Certificate of Formation of Quorum Receivables Holding LLC, filed with the Secretary of State of the State of Delaware on August 3, 2022 (Delaware Secretary of State File No. 7894228), certified copy obtained from the Delaware Secretary of State.
2.  Limited Liability Company Agreement of Quorum Receivables Holding LLC, dated August 3, 2022, together with all schedules and exhibits thereto.
3.  Independent Manager Agreement between Quorum Receivables Holding LLC and Fortbridge Corporate Services LLC, dated August 3, 2022, appointing Eleanor M. Vasquez as independent manager of QRH.
4.  Manager's Certificate of Quorum Premium Finance LLC (sole member of QRH), dated July 27, 2022, executed by Sandra Ling-Hwang in her capacity as Manager of QPF, certifying the due adoption by QPF (as sole member of QRH) of resolutions authorizing QRH to enter into, execute, deliver, and perform the QRH Transaction Documents and to consummate the transactions contemplated thereby.
5.  Certificate of Good Standing for Quorum Receivables Holding LLC, issued by the Secretary of State of the State of Delaware, dated on or about October 8, 2022.

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

EXHIBIT A

EXHIBIT B

LIST OF ORGANIZATIONAL DOCUMENTS REVIEWED

Record

Parties

Dates

Amounts