1027-00002 · Pellegrino Capital Group · Closing

enforceability-opinion-letter.docx DOCUMENT Funds

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CALDERWOOD & HARKNESS LLP Attorneys at Law

200 South Biscayne Boulevard, Suite 4100 Miami, Florida 33131 Telephone: (305) 728-6400 Facsimile: (305) 728-6401 www.calderwoodharkness.com

January 30, 2026

Matter No.: 1027-00002

Ridgeline-Clarion Co-Invest GP LLC in its capacity as General Partner of Ridgeline-Clarion Co-Invest, L.P. c/o Ridgeline Equity Management LLC 399 Park Avenue, 28th Floor New York, New York 10022

Re: Legal Opinion — Subscription by Pellegrino Capital Group LLC for a Limited Partnership Interest in Ridgeline-Clarion Co-Invest, L.P.

Ladies and Gentlemen:

We have acted as counsel to Pellegrino Capital Group LLC, a Delaware limited liability company ("Pellegrino" or the "Subscriber"), in connection with Pellegrino's subscription for a limited partnership interest in Ridgeline-Clarion Co-Invest, L.P., a Delaware limited partnership (the "Partnership" or the "Co-Invest Vehicle"). The Co-Invest Vehicle's general partner is Ridgeline-Clarion Co-Invest GP LLC, a Delaware limited liability company (the "General Partner"). This opinion letter is delivered pursuant to the requirements of the Subscription Agreement (as defined below) and the Partnership Agreement (as defined below) in connection with the closing of the transactions contemplated thereby occurring on January 30, 2026 (the "Closing"). In connection with the Closing, Pellegrino has committed to make capital contributions to the Partnership in an aggregate amount of Twenty-Five Million Dollars ($25,000,000) (the "Capital Commitment"), subject to the terms and conditions set forth in the Transaction Documents (as defined below).

This opinion letter is being furnished to you in your capacity as General Partner of the Partnership and is delivered in satisfaction of the condition precedent set forth in the Subscription Agreement requiring delivery of an opinion of counsel to the Subscriber in connection with the Closing.

I. Documents Examined

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

1. Amended and Restated Limited Partnership Agreement of Ridgeline-Clarion Co-Invest, L.P., dated as of January 30, 2026, by and among the General Partner and the limited partners party thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time (the "Partnership Agreement" or the "LPA");

2. Side Letter Agreement, dated as of January 30, 2026, by and between Ridgeline-Clarion Co-Invest GP LLC and Pellegrino Capital Group LLC (the "Side Letter");

3. Subscription Agreement, dated as of January 30, 2026, executed by Pellegrino Capital Group LLC in connection with its subscription for a limited partnership interest in the Partnership (the "Subscription Agreement," and together with the Partnership Agreement and the Side Letter, collectively, the "Transaction Documents");

4. Certificate of Formation of Pellegrino Capital Group LLC, as filed with the Secretary of State of the State of Delaware on July 12, 2019, together with all amendments thereto as of the date hereof (collectively, the "Certificate of Formation");

5. Limited Liability Company Agreement (Operating Agreement) of Pellegrino Capital Group LLC, dated as of July 15, 2019, as amended by that certain First Amendment to the Limited Liability Company Agreement, dated as of March 1, 2021, and that certain Second Amendment to the Limited Liability Company Agreement, dated as of September 15, 2023 (as so amended, the "Operating Agreement");

6. Certificate of Good Standing of Pellegrino Capital Group LLC, issued by the Secretary of State of the State of Delaware, dated January 28, 2026 (the "Good Standing Certificate");

7. Certificate of Authorization and Resolutions of the Managing Member of Pellegrino Capital Group LLC, dated January 30, 2026, adopted by Marco A. Pellegrino, in his capacity as Founder and Managing Member, authorizing the execution, delivery, and performance of the Transaction Documents and the consummation of the transactions contemplated thereby (the "Authorizing Resolutions");

8. Officer's Certificate and Secretary's Certificate of Pellegrino Capital Group LLC, dated January 30, 2026, certifying as to the incumbency of certain officers and authorized signatories, the authenticity and current effectiveness of the organizational documents of Pellegrino, and the adoption of the Authorizing Resolutions (the "Officer's Certificate"); and

9. Such other documents, records, agreements, instruments, certificates, and statements of governmental officials and officers and representatives of Pellegrino as we have deemed necessary or appropriate as a basis for the opinions expressed herein.

The documents referenced in items (1) through (3) above are collectively referred to herein as the "Transaction Documents." The documents referenced in items (1) through (9) above, together with any other documents, records, and materials reviewed by us in connection with the preparation of this opinion letter, are collectively referred to herein as the "Reviewed Documents."

II. Assumptions

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

(a) All signatures on all documents examined by us are genuine, and all documents submitted to us as originals are authentic and complete. All documents submitted to us as copies, whether certified or otherwise, conform to the authentic originals of such documents, and all such originals are authentic and complete.

(b) Each party to the Transaction Documents (other than Pellegrino) has the requisite organizational power and authority to execute, deliver, and perform its respective obligations under such documents, and each such document has been duly authorized by all necessary organizational action on the part of each such party (other than Pellegrino), has been duly executed and delivered by each such party (other than Pellegrino), and constitutes the legal, valid, and binding obligation of each such party (other than Pellegrino), enforceable against such party in accordance with its terms.

(c) The Transaction Documents accurately reflect the complete agreement of the parties thereto with respect to the subject matter thereof, and there are no oral or written agreements, understandings, or arrangements between or among the parties that would modify, amend, or supplement the terms of the Transaction Documents or that would otherwise be relevant to the opinions expressed herein.

(d) All natural persons who have executed any of the Reviewed Documents or any other documents, instruments, or certificates in connection with the transactions contemplated by the Transaction Documents have sufficient legal capacity to do so.

(e) The Good Standing Certificate referred to in Section I above remains accurate and complete as of the date hereof, and no event has occurred since the date of the Good Standing Certificate that would adversely affect the good standing of Pellegrino under the laws of the State of Delaware.

(f) All factual representations and warranties made by Pellegrino in the Transaction Documents, the Investor Questionnaire completed by Pellegrino in connection with its subscription for a limited partnership interest in the Partnership, and the Officer's Certificate are true, correct, and complete in all material respects as of the date hereof and as of the date of each such document.

(g) No provision of any agreement, instrument, order, judgment, decree, or other document or arrangement binding on Pellegrino (other than those agreements and instruments specifically identified in Section I above and reviewed by us in connection with the preparation of this opinion letter) conflicts with, or would be violated or breached by, the execution, delivery, or performance by Pellegrino of the Transaction Documents or the consummation by Pellegrino of the transactions contemplated thereby.

(h) The laws of the State of Delaware as applied to the formation, organization, existence, and operation of Pellegrino have been, and will continue to be, complied with in all material respects.

(i) Pellegrino has paid all franchise taxes and filing fees required to be paid to the State of Delaware in order to maintain its good standing as a limited liability company under the laws of the State of Delaware.

(j) The Authorizing Resolutions have not been modified, amended, rescinded, or revoked and remain in full force and effect as of the date hereof.

III. Limitations on Scope

The opinions expressed herein are limited in all respects to the laws of the State of Delaware (including the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.) and the applicable federal laws of the United States of America, in each case as currently in effect and as currently interpreted by the courts and governmental authorities having jurisdiction thereunder. We express no opinion with respect to the laws of any other jurisdiction, including, without limitation, the laws of the State of Florida (notwithstanding that Pellegrino maintains its principal place of business and executive offices in Miami, Florida, and may be qualified to transact business as a foreign limited liability company in the State of Florida), the laws of the State of New York, the laws of the State of Tennessee, or the laws of any other state or foreign jurisdiction.

Without limiting the generality of the foregoing, we express no opinion herein with respect to:

(a) any federal or state securities laws or regulations, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or any comparable state "blue sky" or securities laws or regulations;

(b) any federal, state, or local tax laws or regulations, including the Internal Revenue Code of 1986, as amended, or any comparable state or local tax statutes;

(c) any federal or state antitrust or competition laws, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

(d) any federal, state, or local environmental laws, rules, or regulations, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended;

(e) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any rules or regulations promulgated thereunder, or Section 4975 of the Internal Revenue Code of 1986, as amended, or any similar provisions of applicable state law;

(f) any federal or state banking, insurance, or financial services laws or regulations;

(g) any federal or state intellectual property laws, including patent, trademark, copyright, or trade secret laws; or

(h) the enforceability of any particular provision of the Transaction Documents that may be deemed to constitute an unenforceable penalty or forfeiture under applicable law, including, without limitation, any default forfeiture provisions relating to the forfeiture, reduction, or reallocation of a limited partner's interest in the Partnership upon such limited partner's failure to satisfy a capital call or otherwise comply with its funding obligations under the Partnership Agreement.

IV. Opinions

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

Opinion 1 — Due Organization, Valid Existence, and Good Standing

Pellegrino Capital Group LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Pellegrino was formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware. As reflected in the organizational documents of Pellegrino examined by us, Pellegrino's federal employer identification number is 84-3291047. Based upon our review of the Good Standing Certificate, Pellegrino is in good standing as a limited liability company under the laws of the State of Delaware as of the date of such certificate, and, based upon the assumptions set forth in Section II above, we have no reason to believe that Pellegrino's good standing status has changed since the date of such certificate.

Opinion 2 — Power and Authority

Pellegrino has full limited liability company power and authority under its Certificate of Formation and Operating Agreement to: (a) execute and deliver each of the Transaction Documents, including the Partnership Agreement, the Side Letter, and the Subscription Agreement; (b) perform its obligations under each of the Transaction Documents, including, without limitation, its obligation to contribute capital to the Partnership in an aggregate amount equal to the Capital Commitment of Twenty-Five Million Dollars ($25,000,000), subject to and in accordance with the terms and conditions set forth in the Partnership Agreement and the Subscription Agreement; and (c) carry on its business as presently conducted to the extent relevant to the consummation of the transactions contemplated by the Transaction Documents. The Operating Agreement of Pellegrino vests in Marco A. Pellegrino, in his capacity as Founder and Managing Member, the requisite authority to authorize and approve the execution, delivery, and performance of agreements and instruments on behalf of Pellegrino, including the Transaction Documents, and to bind Pellegrino in connection therewith. As reflected in the Authorizing Resolutions, Marco A. Pellegrino has duly exercised such authority with respect to the Transaction Documents and the transactions contemplated thereby.

Opinion 3 — Due Authorization, Execution, and Delivery

The execution, delivery, and performance by Pellegrino of each of the Transaction Documents have been duly authorized by all necessary limited liability company action on the part of Pellegrino. The Authorizing Resolutions were duly adopted by Marco A. Pellegrino, in his capacity as Founder and Managing Member of Pellegrino, in accordance with the Operating Agreement. Based upon our review of the Operating Agreement, no vote, consent, or approval of any other member of Pellegrino or any other person is required under the Operating Agreement or the Certificate of Formation for the authorization, execution, delivery, and performance of the Transaction Documents or the consummation of the transactions contemplated thereby. Each of the Transaction Documents has been duly executed and delivered by or on behalf of Pellegrino by a duly authorized signatory of Pellegrino acting within the scope of such signatory's authority.

Opinion 4 — Enforceability

Each of the Transaction Documents constitutes the legal, valid, and binding obligation of Pellegrino, enforceable against Pellegrino in accordance with its respective terms, except as such enforceability may be limited by the Enforceability Exceptions (as defined in Section V below).

Opinion 5 — No Violation / No Conflict

The execution, delivery, and performance by Pellegrino of the Transaction Documents and the consummation by Pellegrino of the transactions contemplated thereby do not and will not:

(a) violate, conflict with, or result in a breach of any provision of, or constitute a default under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien or encumbrance upon any property or assets of Pellegrino pursuant to, the Certificate of Formation or the Operating Agreement of Pellegrino;

(b) violate any applicable law, statute, rule, regulation, order, judgment, or decree of the State of Delaware applicable to Pellegrino or any of its properties or assets, in each case limited to those laws of the State of Delaware as to which we have rendered opinions herein; or

(c) result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, or require any consent, approval, authorization, or waiver under, any agreement, instrument, license, permit, or other arrangement known to us to be binding on Pellegrino (based solely on our review of the documents specifically identified in Section I above and the representations and certifications contained in the Officer's Certificate, and without any independent investigation or inquiry by us).

V. Enforceability Exceptions

The opinions expressed in Section IV above, and in particular the enforceability opinion set forth in Opinion 4 above, are subject to the following qualifications, exceptions, and limitations (collectively, the "Enforceability Exceptions"):

1. Bankruptcy and Insolvency Exception. The effect of bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, and other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally, including, without limitation, the Federal Bankruptcy Code (Title 11 of the United States Code), applicable state fraudulent transfer and conveyance statutes (including the Delaware Uniform Voidable Transactions Act, 6 Del. C. § 1301 et seq.), and comparable state and federal laws of general applicability.

2. Equitable Principles Exception. The effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, principles relating to the implied covenants of good faith and fair dealing, unconscionability, reasonableness, materiality, the availability of specific performance, injunctive relief, and other equitable remedies (which are subject to the discretion of the court before which any proceeding therefor may be brought), and the exercise of judicial discretion in accordance with general equitable principles.

3. Public Policy Limitation. The extent to which certain provisions of the Transaction Documents may be rendered unenforceable as contrary to public policy as determined by a court of competent jurisdiction, including, without limitation, provisions purporting to waive or limit statutory rights or constitutional protections that are not subject to waiver by agreement of the parties.

4. Indemnification and Contribution Limitation. The enforceability of provisions of the Transaction Documents relating to indemnification, contribution, or exculpation may be limited by applicable law or public policy considerations, including, without limitation, limitations imposed by applicable securities laws (including, where applicable, judicial interpretations of Section 17 of the Securities Act of 1933, as amended, and Section 10(b) of the Securities Exchange Act of 1934, as amended), and the general principle that indemnification and exculpation provisions may not be enforceable to the extent they purport to indemnify or exculpate a party for its own fraud, willful misconduct, bad faith, or gross negligence.

5. Waiver Limitations. Provisions of the Transaction Documents relating to waivers of rights or defenses, including, without limitation, waivers of the right to trial by jury, waivers of rights to receive notices otherwise required by law, waivers of statutes of limitations, and waivers of rights to interpose counterclaims or raise defenses, may not be enforceable in all circumstances, and the enforcement of such provisions is subject to the discretion of the court before which any such matter may be presented.

6. Choice of Law and Forum Selection. While the Transaction Documents designate the laws of the State of Delaware as the governing law thereof, no assurance can be given that a court in any particular jurisdiction would honor such designation in all respects, particularly if the application of Delaware law would be contrary to a fundamental policy of a jurisdiction that has a materially greater interest in the determination of a particular issue. Similarly, any consent-to-jurisdiction or forum-selection provisions contained in the Transaction Documents may not be enforceable in all circumstances and are subject to the discretion of the court before which any such matter is presented, including considerations of convenience, fairness, and public policy.

7. Severability. The enforceability of any severability provision contained in the Transaction Documents will depend upon the nature and extent of the provision or provisions held to be invalid, illegal, or unenforceable, and the relationship of any such provision or provisions to the other provisions of the applicable Transaction Document and to the overall transaction. A court could decline to sever an unenforceable provision if the effect of severance would be to alter the fundamental nature of the bargain struck by the parties.

8. Penalty and Forfeiture Provisions. Provisions of the Transaction Documents that may be characterized as penalties or forfeitures, including, without limitation, any provisions imposing default interest at rates exceeding commercially reasonable levels, late charges, or forfeiture, reduction, or reallocation of limited partnership interests upon a limited partner's failure to satisfy capital calls or otherwise comply with its funding obligations under the Partnership Agreement, may be unenforceable, in whole or in part, to the extent such provisions are deemed by a court of competent jurisdiction to constitute penalties under applicable law rather than reasonable estimates of actual damages or commercially reasonable remedies for breach.

VI. Reliance and Other Matters

This opinion letter is furnished solely for the benefit of Ridgeline-Clarion Co-Invest GP LLC, in its capacity as General Partner of the Partnership, and may not be relied upon by any other person or entity without our prior written consent. Notwithstanding the foregoing, this opinion letter may be relied upon by Ridgeline Equity Partners Fund IV, L.P. and Ridgeline Equity Management LLC in connection with the transactions contemplated by the Transaction Documents, without the necessity of any further consent by us; provided, however, that such reliance shall be subject to the same assumptions, qualifications, exceptions, limitations, and other terms set forth herein.

This opinion letter is rendered as of the date hereof, and we assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law (whether by legislative action, judicial decision, regulatory action, or otherwise) that may hereafter occur, even if such changes would affect the opinions expressed herein. We disclaim any undertaking to advise you or any other person of any changes in applicable law or facts or circumstances of which we become aware after the date hereof, regardless of whether such changes or facts or circumstances affect the opinions expressed herein.

This opinion letter is limited to the matters expressly stated herein, and no opinion is to be implied or inferred beyond the matters expressly set forth above. Without limiting the generality of the foregoing, we express no opinion as to the wisdom, fairness, or advisability of the transactions contemplated by the Transaction Documents, or as to the tax, accounting, or regulatory consequences thereof.

In rendering this opinion letter, we have not undertaken any independent investigation of the factual matters upon which this opinion is based. Where our opinions or statements herein are qualified by the phrase "known to us," "to our knowledge," or words of similar import, such knowledge is limited to the actual, current knowledge (as distinguished from constructive or imputed knowledge) of Nicholas Stern, Owen Fischer, and Stephen Adler, the attorneys at this firm who have had primary and substantive involvement in the representation of Pellegrino in connection with the transactions contemplated by the Transaction Documents, and does not include knowledge of any other attorney at Calderwood & Harkness LLP or any of its affiliated offices. We have not conducted any special inquiry or investigation for the purpose of confirming or verifying any factual matters, and no inference as to our knowledge of any facts should be drawn from the fact of our representation of Pellegrino.

This opinion letter may not be quoted, cited, or referred to, in whole or in part, for any purpose, nor may copies be delivered to any other person, without our prior written consent, except as expressly provided in this Section VI or as may be required by applicable law, regulation, or legal process, in which case prompt notice of such disclosure shall be given to us.

We trust the foregoing is satisfactory for your purposes. Should you have any questions regarding this opinion letter or any of the matters addressed herein, please do not hesitate to contact the undersigned.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nicholas Stern, Partner Funds & Asset Management Practice Group

Calderwood & Harkness LLP 200 South Biscayne Boulevard, Suite 4100 Miami, Florida 33131 Telephone: (305) 728-6400 nstern@calderwoodharkness.com

cc: Pellegrino Capital Group LLC 1440 Brickell Avenue, Suite 3200 Miami, Florida 33131

Attention: Adriana Voss, Vice President & General Counsel

cc: Hartwell Velmoran & Pratt LLP 51 West 52nd Street New York, New York 10019

Attention: Douglas W. Cheng, Esq.

(Counsel to the General Partner and Ridgeline Equity Partners Fund IV, L.P.)

CALDERWOOD & HARKNESS LLP Attorneys at Law
200 South Biscayne Boulevard, Suite 4100 Miami, Florida 33131 Telephone: (305) 728-6400 Facsimile: (305) 728-6401 www.calderwoodharkness.com
January 30, 2026
Matter No.: 1027-00002
Ridgeline-Clarion Co-Invest GP LLC in its capacity as General Partner of Ridgeline-Clarion Co-Invest, L.P. c/o Ridgeline Equity Management LLC 399 Park Avenue, 28th Floor New York, New York 10022
Re: Legal Opinion — Subscription by Pellegrino Capital Group LLC for a Limited Partnership Interest in Ridgeline-Clarion Co-Invest, L.P.
Ladies and Gentlemen:
We have acted as counsel to Pellegrino Capital Group LLC, a Delaware limited liability company ("Pellegrino" or the "Subscriber"), in connection with Pellegrino's subscription for a limited partnership interest in Ridgeline-Clarion Co-Invest, L.P., a Delaware limited partnership (the "Partnership" or the "Co-Invest Vehicle"). The Co-Invest Vehicle's general partner is Ridgeline-Clarion Co-Invest GP LLC, a Delaware limited liability company (the "General Partner"). This opinion letter is delivered pursuant to the requirements of the Subscription Agreement (as defined below) and the Partnership Agreement (as defined below) in connection with the closing of the transactions contemplated thereby occurring on January 30, 2026 (the "Closing"). In connection with the Closing, Pellegrino has committed to make capital contributions to the Partnership in an aggregate amount of Twenty-Five Million Dollars ($25,000,000) (the "Capital Commitment"), subject to the terms and conditions set forth in the Transaction Documents (as defined below).
This opinion letter is being furnished to you in your capacity as General Partner of the Partnership and is delivered in satisfaction of the condition precedent set forth in the Subscription Agreement requiring delivery of an opinion of counsel to the Subscriber in connection with the Closing.
I. Documents Examined
In connection with the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:
1.  Amended and Restated Limited Partnership Agreement of Ridgeline-Clarion Co-Invest, L.P., dated as of January 30, 2026, by and among the General Partner and the limited partners party thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time (the "Partnership Agreement" or the "LPA");
2.  Side Letter Agreement, dated as of January 30, 2026, by and between Ridgeline-Clarion Co-Invest GP LLC and Pellegrino Capital Group LLC (the "Side Letter");
3.  Subscription Agreement, dated as of January 30, 2026, executed by Pellegrino Capital Group LLC in connection with its subscription for a limited partnership interest in the Partnership (the "Subscription Agreement," and together with the Partnership Agreement and the Side Letter, collectively, the "Transaction Documents");
4.  Certificate of Formation of Pellegrino Capital Group LLC, as filed with the Secretary of State of the State of Delaware on July 12, 2019, together with all amendments thereto as of the date hereof (collectively, the "Certificate of Formation");
5.  Limited Liability Company Agreement (Operating Agreement) of Pellegrino Capital Group LLC, dated as of July 15, 2019, as amended by that certain First Amendment to the Limited Liability Company Agreement, dated as of March 1, 2021, and that certain Second Amendment to the Limited Liability Company Agreement, dated as of September 15, 2023 (as so amended, the "Operating Agreement");
6.  Certificate of Good Standing of Pellegrino Capital Group LLC, issued by the Secretary of State of the State of Delaware, dated January 28, 2026 (the "Good Standing Certificate");
7.  Certificate of Authorization and Resolutions of the Managing Member of Pellegrino Capital Group LLC, dated January 30, 2026, adopted by Marco A. Pellegrino, in his capacity as Founder and Managing Member, authorizing the execution, delivery, and performance of the Transaction Documents and the consummation of the transactions contemplated thereby (the "Authorizing Resolutions");
8.  Officer's Certificate and Secretary's Certificate of Pellegrino Capital Group LLC, dated January 30, 2026, certifying as to the incumbency of certain officers and authorized signatories, the authenticity and current effectiveness of the organizational documents of Pellegrino, and the adoption of the Authorizing Resolutions (the "Officer's Certificate"); and
9.  Such other documents, records, agreements, instruments, certificates, and statements of governmental officials and officers and representatives of Pellegrino as we have deemed necessary or appropriate as a basis for the opinions expressed herein.
The documents referenced in items (1) through (3) above are collectively referred to herein as the "Transaction Documents." The documents referenced in items (1) through (9) above, together with any other documents, records, and materials reviewed by us in connection with the preparation of this opinion letter, are collectively referred to herein as the "Reviewed Documents."
II. Assumptions
In rendering the opinions set forth herein, we have assumed, without independent investigation or verification, the following:
(a) All signatures on all documents examined by us are genuine, and all documents submitted to us as originals are authentic and complete. All documents submitted to us as copies, whether certified or otherwise, conform to the authentic originals of such documents, and all such originals are authentic and complete.
(b) Each party to the Transaction Documents (other than Pellegrino) has the requisite organizational power and authority to execute, deliver, and perform its respective obligations under such documents, and each such document has been duly authorized by all necessary organizational action on the part of each such party (other than Pellegrino), has been duly executed and delivered by each such party (other than Pellegrino), and constitutes the legal, valid, and binding obligation of each such party (other than Pellegrino), enforceable against such party in accordance with its terms.
(c) The Transaction Documents accurately reflect the complete agreement of the parties thereto with respect to the subject matter thereof, and there are no oral or written agreements, understandings, or arrangements between or among the parties that would modify, amend, or supplement the terms of the Transaction Documents or that would otherwise be relevant to the opinions expressed herein.
(d) All natural persons who have executed any of the Reviewed Documents or any other documents, instruments, or certificates in connection with the transactions contemplated by the Transaction Documents have sufficient legal capacity to do so.
(e) The Good Standing Certificate referred to in Section I above remains accurate and complete as of the date hereof, and no event has occurred since the date of the Good Standing Certificate that would adversely affect the good standing of Pellegrino under the laws of the State of Delaware.
(f) All factual representations and warranties made by Pellegrino in the Transaction Documents, the Investor Questionnaire completed by Pellegrino in connection with its subscription for a limited partnership interest in the Partnership, and the Officer's Certificate are true, correct, and complete in all material respects as of the date hereof and as of the date of each such document.
(g) No provision of any agreement, instrument, order, judgment, decree, or other document or arrangement binding on Pellegrino (other than those agreements and instruments specifically identified in Section I above and reviewed by us in connection with the preparation of this opinion letter) conflicts with, or would be violated or breached by, the execution, delivery, or performance by Pellegrino of the Transaction Documents or the consummation by Pellegrino of the transactions contemplated thereby.
(h) The laws of the State of Delaware as applied to the formation, organization, existence, and operation of Pellegrino have been, and will continue to be, complied with in all material respects.
(i) Pellegrino has paid all franchise taxes and filing fees required to be paid to the State of Delaware in order to maintain its good standing as a limited liability company under the laws of the State of Delaware.
(j) The Authorizing Resolutions have not been modified, amended, rescinded, or revoked and remain in full force and effect as of the date hereof.
III. Limitations on Scope
The opinions expressed herein are limited in all respects to the laws of the State of Delaware (including the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.) and the applicable federal laws of the United States of America, in each case as currently in effect and as currently interpreted by the courts and governmental authorities having jurisdiction thereunder. We express no opinion with respect to the laws of any other jurisdiction, including, without limitation, the laws of the State of Florida (notwithstanding that Pellegrino maintains its principal place of business and executive offices in Miami, Florida, and may be qualified to transact business as a foreign limited liability company in the State of Florida), the laws of the State of New York, the laws of the State of Tennessee, or the laws of any other state or foreign jurisdiction.
Without limiting the generality of the foregoing, we express no opinion herein with respect to:
(a) any federal or state securities laws or regulations, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or any comparable state "blue sky" or securities laws or regulations;
(b) any federal, state, or local tax laws or regulations, including the Internal Revenue Code of 1986, as amended, or any comparable state or local tax statutes;
(c) any federal or state antitrust or competition laws, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
(d) any federal, state, or local environmental laws, rules, or regulations, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended;
(e) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any rules or regulations promulgated thereunder, or Section 4975 of the Internal Revenue Code of 1986, as amended, or any similar provisions of applicable state law;
(f) any federal or state banking, insurance, or financial services laws or regulations;
(g) any federal or state intellectual property laws, including patent, trademark, copyright, or trade secret laws; or
(h) the enforceability of any particular provision of the Transaction Documents that may be deemed to constitute an unenforceable penalty or forfeiture under applicable law, including, without limitation, any default forfeiture provisions relating to the forfeiture, reduction, or reallocation of a limited partner's interest in the Partnership upon such limited partner's failure to satisfy a capital call or otherwise comply with its funding obligations under the Partnership Agreement.
IV. Opinions
Based upon and subject to the foregoing, and subject further to the qualifications, exceptions, and limitations set forth in Section V below, we are of the opinion that:
Opinion 1 — Due Organization, Valid Existence, and Good Standing
Pellegrino Capital Group LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Pellegrino was formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware. As reflected in the organizational documents of Pellegrino examined by us, Pellegrino's federal employer identification number is 84-3291047. Based upon our review of the Good Standing Certificate, Pellegrino is in good standing as a limited liability company under the laws of the State of Delaware as of the date of such certificate, and, based upon the assumptions set forth in Section II above, we have no reason to believe that Pellegrino's good standing status has changed since the date of such certificate.
Opinion 2 — Power and Authority
Pellegrino has full limited liability company power and authority under its Certificate of Formation and Operating Agreement to: (a) execute and deliver each of the Transaction Documents, including the Partnership Agreement, the Side Letter, and the Subscription Agreement; (b) perform its obligations under each of the Transaction Documents, including, without limitation, its obligation to contribute capital to the Partnership in an aggregate amount equal to the Capital Commitment of Twenty-Five Million Dollars ($25,000,000), subject to and in accordance with the terms and conditions set forth in the Partnership Agreement and the Subscription Agreement; and (c) carry on its business as presently conducted to the extent relevant to the consummation of the transactions contemplated by the Transaction Documents. The Operating Agreement of Pellegrino vests in Marco A. Pellegrino, in his capacity as Founder and Managing Member, the requisite authority to authorize and approve the execution, delivery, and performance of agreements and instruments on behalf of Pellegrino, including the Transaction Documents, and to bind Pellegrino in connection therewith. As reflected in the Authorizing Resolutions, Marco A. Pellegrino has duly exercised such authority with respect to the Transaction Documents and the transactions contemplated thereby.
Opinion 3 — Due Authorization, Execution, and Delivery
The execution, delivery, and performance by Pellegrino of each of the Transaction Documents have been duly authorized by all necessary limited liability company action on the part of Pellegrino. The Authorizing Resolutions were duly adopted by Marco A. Pellegrino, in his capacity as Founder and Managing Member of Pellegrino, in accordance with the Operating Agreement. Based upon our review of the Operating Agreement, no vote, consent, or approval of any other member of Pellegrino or any other person is required under the Operating Agreement or the Certificate of Formation for the authorization, execution, delivery, and performance of the Transaction Documents or the consummation of the transactions contemplated thereby. Each of the Transaction Documents has been duly executed and delivered by or on behalf of Pellegrino by a duly authorized signatory of Pellegrino acting within the scope of such signatory's authority.
Opinion 4 — Enforceability
Each of the Transaction Documents constitutes the legal, valid, and binding obligation of Pellegrino, enforceable against Pellegrino in accordance with its respective terms, except as such enforceability may be limited by the Enforceability Exceptions (as defined in Section V below).
Opinion 5 — No Violation / No Conflict
The execution, delivery, and performance by Pellegrino of the Transaction Documents and the consummation by Pellegrino of the transactions contemplated thereby do not and will not:
(a) violate, conflict with, or result in a breach of any provision of, or constitute a default under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien or encumbrance upon any property or assets of Pellegrino pursuant to, the Certificate of Formation or the Operating Agreement of Pellegrino;
(b) violate any applicable law, statute, rule, regulation, order, judgment, or decree of the State of Delaware applicable to Pellegrino or any of its properties or assets, in each case limited to those laws of the State of Delaware as to which we have rendered opinions herein; or
(c) result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, or require any consent, approval, authorization, or waiver under, any agreement, instrument, license, permit, or other arrangement known to us to be binding on Pellegrino (based solely on our review of the documents specifically identified in Section I above and the representations and certifications contained in the Officer's Certificate, and without any independent investigation or inquiry by us).
V. Enforceability Exceptions
The opinions expressed in Section IV above, and in particular the enforceability opinion set forth in Opinion 4 above, are subject to the following qualifications, exceptions, and limitations (collectively, the "Enforceability Exceptions"):
1.  Bankruptcy and Insolvency Exception. The effect of bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, and other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally, including, without limitation, the Federal Bankruptcy Code (Title 11 of the United States Code), applicable state fraudulent transfer and conveyance statutes (including the Delaware Uniform Voidable Transactions Act, 6 Del. C. § 1301 et seq.), and comparable state and federal laws of general applicability.
2.  Equitable Principles Exception. The effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, principles relating to the implied covenants of good faith and fair dealing, unconscionability, reasonableness, materiality, the availability of specific performance, injunctive relief, and other equitable remedies (which are subject to the discretion of the court before which any proceeding therefor may be brought), and the exercise of judicial discretion in accordance with general equitable principles.
3.  Public Policy Limitation. The extent to which certain provisions of the Transaction Documents may be rendered unenforceable as contrary to public policy as determined by a court of competent jurisdiction, including, without limitation, provisions purporting to waive or limit statutory rights or constitutional protections that are not subject to waiver by agreement of the parties.
4.  Indemnification and Contribution Limitation. The enforceability of provisions of the Transaction Documents relating to indemnification, contribution, or exculpation may be limited by applicable law or public policy considerations, including, without limitation, limitations imposed by applicable securities laws (including, where applicable, judicial interpretations of Section 17 of the Securities Act of 1933, as amended, and Section 10(b) of the Securities Exchange Act of 1934, as amended), and the general principle that indemnification and exculpation provisions may not be enforceable to the extent they purport to indemnify or exculpate a party for its own fraud, willful misconduct, bad faith, or gross negligence.
5.  Waiver Limitations. Provisions of the Transaction Documents relating to waivers of rights or defenses, including, without limitation, waivers of the right to trial by jury, waivers of rights to receive notices otherwise required by law, waivers of statutes of limitations, and waivers of rights to interpose counterclaims or raise defenses, may not be enforceable in all circumstances, and the enforcement of such provisions is subject to the discretion of the court before which any such matter may be presented.
6.  Choice of Law and Forum Selection. While the Transaction Documents designate the laws of the State of Delaware as the governing law thereof, no assurance can be given that a court in any particular jurisdiction would honor such designation in all respects, particularly if the application of Delaware law would be contrary to a fundamental policy of a jurisdiction that has a materially greater interest in the determination of a particular issue. Similarly, any consent-to-jurisdiction or forum-selection provisions contained in the Transaction Documents may not be enforceable in all circumstances and are subject to the discretion of the court before which any such matter is presented, including considerations of convenience, fairness, and public policy.
7.  Severability. The enforceability of any severability provision contained in the Transaction Documents will depend upon the nature and extent of the provision or provisions held to be invalid, illegal, or unenforceable, and the relationship of any such provision or provisions to the other provisions of the applicable Transaction Document and to the overall transaction. A court could decline to sever an unenforceable provision if the effect of severance would be to alter the fundamental nature of the bargain struck by the parties.
8.  Penalty and Forfeiture Provisions. Provisions of the Transaction Documents that may be characterized as penalties or forfeitures, including, without limitation, any provisions imposing default interest at rates exceeding commercially reasonable levels, late charges, or forfeiture, reduction, or reallocation of limited partnership interests upon a limited partner's failure to satisfy capital calls or otherwise comply with its funding obligations under the Partnership Agreement, may be unenforceable, in whole or in part, to the extent such provisions are deemed by a court of competent jurisdiction to constitute penalties under applicable law rather than reasonable estimates of actual damages or commercially reasonable remedies for breach.
VI. Reliance and Other Matters
This opinion letter is furnished solely for the benefit of Ridgeline-Clarion Co-Invest GP LLC, in its capacity as General Partner of the Partnership, and may not be relied upon by any other person or entity without our prior written consent. Notwithstanding the foregoing, this opinion letter may be relied upon by Ridgeline Equity Partners Fund IV, L.P. and Ridgeline Equity Management LLC in connection with the transactions contemplated by the Transaction Documents, without the necessity of any further consent by us; provided, however, that such reliance shall be subject to the same assumptions, qualifications, exceptions, limitations, and other terms set forth herein.
This opinion letter is rendered as of the date hereof, and we assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law (whether by legislative action, judicial decision, regulatory action, or otherwise) that may hereafter occur, even if such changes would affect the opinions expressed herein. We disclaim any undertaking to advise you or any other person of any changes in applicable law or facts or circumstances of which we become aware after the date hereof, regardless of whether such changes or facts or circumstances affect the opinions expressed herein.
This opinion letter is limited to the matters expressly stated herein, and no opinion is to be implied or inferred beyond the matters expressly set forth above. Without limiting the generality of the foregoing, we express no opinion as to the wisdom, fairness, or advisability of the transactions contemplated by the Transaction Documents, or as to the tax, accounting, or regulatory consequences thereof.
In rendering this opinion letter, we have not undertaken any independent investigation of the factual matters upon which this opinion is based. Where our opinions or statements herein are qualified by the phrase "known to us," "to our knowledge," or words of similar import, such knowledge is limited to the actual, current knowledge (as distinguished from constructive or imputed knowledge) of Nicholas Stern, Owen Fischer, and Stephen Adler, the attorneys at this firm who have had primary and substantive involvement in the representation of Pellegrino in connection with the transactions contemplated by the Transaction Documents, and does not include knowledge of any other attorney at Calderwood & Harkness LLP or any of its affiliated offices. We have not conducted any special inquiry or investigation for the purpose of confirming or verifying any factual matters, and no inference as to our knowledge of any facts should be drawn from the fact of our representation of Pellegrino.
This opinion letter may not be quoted, cited, or referred to, in whole or in part, for any purpose, nor may copies be delivered to any other person, without our prior written consent, except as expressly provided in this Section VI or as may be required by applicable law, regulation, or legal process, in which case prompt notice of such disclosure shall be given to us.
We trust the foregoing is satisfactory for your purposes. Should you have any questions regarding this opinion letter or any of the matters addressed herein, please do not hesitate to contact the undersigned.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nicholas Stern, Partner Funds & Asset Management Practice Group
Calderwood & Harkness LLP 200 South Biscayne Boulevard, Suite 4100 Miami, Florida 33131 Telephone: (305) 728-6400 nstern@calderwoodharkness.com
cc: Pellegrino Capital Group LLC 1440 Brickell Avenue, Suite 3200 Miami, Florida 33131
Attention: Adriana Voss, Vice President & General Counsel
cc: Hartwell Velmoran & Pratt LLP 51 West 52nd Street New York, New York 10019
Attention: Douglas W. Cheng, Esq.
(Counsel to the General Partner and Ridgeline Equity Partners Fund IV, L.P.)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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