1033-00002 · Redstone Gaming Corp · Legal Opinions

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DRAFT — FOR DISCUSSION PURPOSES ONLY

CALDERWOOD & HARKNESS LLP Counselors at Law

7 Times Square, 38th Floor New York, New York 10036

Telephone: (212) 455-7800 Facsimile: (212) 455-7801

www.calderwoodharkness.com

Draft — to be dated as of the pricing date October 28, 2025

Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, Nevada 89119

Attention: Darren Whitfield, Executive Vice President & General Counsel

Re: Tax Disclosure Opinion — Prospectus Supplement Relating to the Offering of Shares of Common Stock of Redstone Gaming Corp. SEC File No. 333-278401

Dear Mr. Whitfield:

I. Introduction

Calderwood & Harkness LLP has acted as counsel to Redstone Gaming Corp., a Delaware corporation ("RGC" or the "Company"), in connection with the Company's registered public offering of 6,557,377 shares of common stock, par value $0.001 per share (the "Common Stock"), with a 15% over-allotment option granted to the underwriters covering up to 983,606 additional shares, for a maximum aggregate offering of 7,540,983 shares of Common Stock (the "Offering"). The Offering is being conducted pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-278401) (together with all amendments thereto, the "Registration Statement"), which was originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and was declared effective by the SEC on March 28, 2024, and the related prospectus supplement to be filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Prospectus Supplement," and together with the base prospectus dated March 28, 2024 forming a part of the Registration Statement, the "Prospectus").

This opinion letter is being rendered at the Company's request with respect to the accuracy and completeness of the discussion set forth in the Prospectus Supplement under the heading "Material U.S. Federal Income Tax Considerations" (the "Tax Disclosure"). The Tax Disclosure addresses the material U.S. federal income tax consequences of the acquisition, ownership, and disposition of shares of Common Stock acquired by investors in the Offering. The Common Stock trades on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM" (CUSIP: 76134Q 108).

In rendering this opinion, we have acted as tax counsel to the Company and have participated in the drafting and review of the Tax Disclosure. Unless otherwise indicated, capitalized terms used but not defined herein have the meanings assigned to them in the Prospectus Supplement.

II. Documents and Materials Reviewed

In connection with rendering this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents and materials:

1. The Registration Statement on Form S-3 (File No. 333-278401), as originally filed with the SEC on March 14, 2024, including all exhibits thereto and all amendments and supplements filed through the date hereof;

2. The Prospectus Supplement (in the form of the most recent draft provided to us, dated October 25, 2025, and expected to be filed with the SEC pursuant to Rule 424(b)(5) on or about the date hereof), including the Tax Disclosure set forth therein;

3. The base prospectus dated March 28, 2024, forming a part of the Registration Statement;

4. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 28, 2025, and as subsequently amended by the Company's Form 10-K/A filed with the SEC on July 15, 2025;

5. The Company's Certificate of Incorporation, as amended and restated (Delaware Charter File No. 7291845), together with all certificates of amendment and certificates of designation filed therewith;

6. Resolutions of the Board of Directors of the Company adopted on September 30, 2025, authorizing the Offering and related transactions, as certified to us by the Secretary of the Company;

7. The underwriting agreement (the "Underwriting Agreement"), in the form of the most recent draft provided to us, among the Company and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as representatives of the several underwriters named therein (collectively, the "Underwriters");

8. Officer's certificates of Marcus Hale, Chief Executive Officer, and Lena Okafor, Chief Financial Officer, of the Company, each dated on or about the date hereof, containing certain factual representations and statements relevant to the opinions expressed herein, including representations regarding the Company's operations, assets, capitalization, earnings and profits, and status as a United States real property holding corporation;

9. The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, and June 30, 2025, respectively;

10. The Company's Current Reports on Form 8-K filed during the twelve-month period preceding the date hereof; and

11. Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or advisable for purposes of rendering this opinion.

We have not independently verified the accuracy or completeness of the factual matters set forth in the documents listed above or otherwise brought to our attention in connection with this engagement, and we have relied upon such documents and the factual representations contained therein without independent investigation.

III. Assumptions

For purposes of this opinion, we have assumed, with the Company's consent, the following:

1. The Offering will be consummated in all material respects in accordance with the terms and conditions described in the Prospectus Supplement and the Underwriting Agreement, without waiver or modification of any material provision thereof, and that all conditions to closing set forth therein will be satisfied or duly waived.

2. The accuracy and completeness of all factual representations, warranties, and statements made to us by the Company and its officers, directors, and employees, whether contained in the officer's certificates, the Registration Statement, the Prospectus Supplement, or otherwise communicated to us, including without limitation all information regarding the Company's operations, assets, liabilities, capitalization, earnings and profits, and tax reporting positions.

3. The Company has been, is, and will continue to be classified as a corporation for U.S. federal income tax purposes within the meaning of Section 7701(a)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations promulgated thereunder, and is not and will not become classified as a passive foreign investment company within the meaning of Section 1297 of the Code, a personal holding company within the meaning of Section 542 of the Code, or a regulated investment company within the meaning of Section 851 of the Code.

4. The shares of Common Stock to be issued and sold in the Offering constitute equity for U.S. federal income tax purposes and are not and will not be treated as indebtedness, a partnership interest, or any instrument other than stock of a domestic corporation for such purposes.

5. There will be no change in applicable law — whether statutory, judicial, or administrative — from the date hereof through and including the closing date of the Offering that would affect the conclusions stated in this opinion, and that all applicable provisions of the Code, the Treasury regulations, published rulings and administrative pronouncements of the Internal Revenue Service (the "IRS"), and reported judicial decisions in effect on the date hereof will remain in effect in their current form.

6. That the Company's employer identification number is 88-1034572, that the Company is duly incorporated and validly existing under the laws of the State of Delaware, that the Company's principal executive offices are located in Las Vegas, Nevada, and that all filings and registrations required to be made by the Company with respect to the matters discussed herein have been duly and timely made.

7. All documents submitted to us as originals are authentic, complete, and accurate; all documents submitted to us as copies conform to the originals thereof; all signatures on such documents are genuine; and all natural persons who have executed any such documents have had the legal capacity to do so.

8. Each party to the Underwriting Agreement and each other agreement relevant to the Offering has complied and will comply in all material respects with all of its obligations under such agreements.

IV. Scope of Opinion

This opinion addresses only the material U.S. federal income tax consequences of the acquisition, ownership, and disposition of shares of Common Stock acquired by holders in the Offering, as such consequences are described in the Tax Disclosure contained in the Prospectus Supplement. Specifically, this opinion covers the Tax Disclosure as it pertains to the U.S. federal income tax treatment of both (a) holders that are "U.S. Holders" and (b) holders that are "Non-U.S. Holders," each as defined in the Tax Disclosure.

This opinion does not address, and we express no view with respect to, any of the following:

(a) any state, local, or non-U.S. tax consequences of the acquisition, ownership, or disposition of shares of Common Stock, except to the extent specifically discussed in the Tax Disclosure;

(b) the 3.8% Medicare contribution tax on net investment income imposed under Section 1411 of the Code, except to the extent specifically discussed in the Tax Disclosure;

(d) any U.S. federal tax consequences other than income tax consequences (including, without limitation, estate tax, gift tax, or generation-skipping transfer tax consequences), except to the extent specifically discussed in the Tax Disclosure;

(e) any U.S. federal, state, local, or non-U.S. tax consequences arising from any transaction other than the acquisition, ownership, and disposition of shares of Common Stock in the Offering; and

(f) any tax consequences arising under the laws of any jurisdiction in which the Company conducts gaming operations, including the States of Nevada, New Jersey, Mississippi, Louisiana, and Indiana, or any gaming-specific tax or fee imposed by any such jurisdiction.

Furthermore, this opinion does not address, and the Tax Disclosure expressly disclaims coverage of, the tax consequences to holders that are subject to special rules under the Code, including, without limitation:

(i) banks, thrift institutions, and other financial institutions;

(ii) insurance companies;

(iii) tax-exempt organizations, including organizations described in Section 501(a) of the Code, qualified retirement plans, individual retirement accounts, and other tax-deferred accounts;

(iv) dealers in securities or currencies;

(v) traders in securities that elect to apply a mark-to-market method of tax accounting;

(vi) U.S. expatriates and former long-term residents of the United States;

(vii) persons holding shares of Common Stock as part of a hedge, straddle, conversion transaction, synthetic security, or other integrated transaction for U.S. federal income tax purposes;

(viii) persons whose functional currency is not the U.S. dollar;

(ix) controlled foreign corporations within the meaning of Section 957 of the Code;

(x) passive foreign investment companies within the meaning of Section 1297 of the Code;

(xi) partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes, and investors therein;

(xii) S corporations and their shareholders;

(xiii) real estate investment trusts and regulated investment companies; and

(xiv) persons who acquired shares of Common Stock through the exercise of employee stock options, through any employee stock purchase plan, or otherwise as compensation.

We note, for the avoidance of doubt, that the Company has represented to us that, as of the date hereof, there are approximately 3,850,000 stock options outstanding under the Company's 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share. The U.S. federal income tax consequences of the exercise of such options, or of any acquisition of Common Stock pursuant to such options or any other compensatory arrangement, are expressly outside the scope of this opinion.

V. Opinion

A. General Statement

Based upon and subject to the foregoing, and subject to the qualifications, limitations, assumptions, and caveats set forth in this opinion letter and in the Tax Disclosure itself, it is our opinion that the Tax Disclosure, as set forth in the Prospectus Supplement under the heading "Material U.S. Federal Income Tax Considerations," constitutes, in all material respects, an accurate and complete summary, as of the date hereof, of the material U.S. federal income tax consequences of the acquisition, ownership, and disposition of shares of Common Stock to holders acquiring such shares in the Offering at the public offering price of $27.45 per share (or such other price as may be finally determined at the time of pricing).

The Tax Disclosure accurately reflects the applicable provisions of the Code, the Treasury regulations promulgated thereunder (including both final and applicable temporary and proposed regulations), published rulings and administrative pronouncements of the IRS, and applicable judicial decisions, all as in effect and available on the date hereof. We note that the authorities upon which we have relied are subject to change at any time, potentially with retroactive effect, and that any such change could affect the accuracy of the conclusions stated herein and in the Tax Disclosure.

Our opinion set forth below addresses each substantive topic covered in the Tax Disclosure in the order presented therein.

B. U.S. Holders — Distributions on Common Stock

The Tax Disclosure accurately states that distributions on the Common Stock, if any, will be treated as dividends for U.S. federal income tax purposes to the extent paid from the Company's current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent that any distribution exceeds the Company's current and accumulated earnings and profits, the Tax Disclosure correctly provides that such excess will be treated first as a non-taxable return of capital, reducing the U.S. Holder's adjusted tax basis in its shares of Common Stock (but not below zero), and thereafter as gain from the sale or exchange of such shares, subject to the tax treatment described in Section V.C below.

The Tax Disclosure accurately addresses the availability of the reduced tax rate applicable to "qualified dividend income" under Section 1(h)(11) of the Code for dividends received by eligible non-corporate U.S. Holders (including individuals), provided that applicable holding-period requirements and other conditions are satisfied. The Tax Disclosure also accurately describes the dividends-received deduction potentially available to corporate U.S. Holders under Section 243 of the Code, subject to applicable limitations, including holding-period requirements under Section 246(c) of the Code and the debt-financed portfolio stock limitations under Section 246A of the Code. The Tax Disclosure appropriately notes that the availability of the reduced rate for qualified dividend income and the dividends-received deduction is subject to various conditions and limitations, and that holders should consult their own tax advisors regarding the application of such provisions to their particular circumstances.

C. U.S. Holders — Sale, Exchange, or Other Taxable Disposition

The Tax Disclosure accurately states that a U.S. Holder will generally recognize capital gain or loss upon the sale, exchange, or other taxable disposition of shares of Common Stock acquired in the Offering in an amount equal to the difference between (i) the amount realized on such disposition (including the amount of any cash and the fair market value of any property received) and (ii) the U.S. Holder's adjusted tax basis in the shares so disposed of. The Tax Disclosure correctly provides that such gain or loss will be long-term capital gain or loss if, at the time of the disposition, the U.S. Holder has held the applicable shares for more than one year.

The Tax Disclosure appropriately notes that long-term capital gains recognized by eligible non-corporate U.S. Holders are generally eligible for taxation at reduced rates under current law. The Tax Disclosure also appropriately references the applicable limitations on the deductibility of capital losses, including the limitations set forth in Sections 1211 and 1212 of the Code, which restrict the deduction of capital losses to the extent of capital gains plus, in the case of non-corporate taxpayers, up to $3,000 of ordinary income ($1,500 in the case of a married individual filing a separate return).

D. Non-U.S. Holders — Distributions on Common Stock

The Tax Disclosure accurately states that distributions on the Common Stock that constitute dividends for U.S. federal income tax purposes (as described in Section V.B above) and that are paid to a Non-U.S. Holder will generally be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of such dividends, or at such reduced rate as may be specified by an applicable income tax treaty between the United States and the Non-U.S. Holder's country of residence, provided that the Non-U.S. Holder furnishes to the applicable withholding agent a valid IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, certifying such holder's entitlement to benefits under such treaty.

The Tax Disclosure accurately describes the exemption from the 30% withholding tax for dividends that are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if an applicable income tax treaty so requires, attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States). The Tax Disclosure correctly states that, in order to claim this exemption, the Non-U.S. Holder must provide the applicable withholding agent with a properly executed IRS Form W-8ECI. The Tax Disclosure further notes that such effectively connected dividends will generally be subject to U.S. federal income tax on a net income basis at the graduated rates applicable to U.S. persons and that, in the case of a Non-U.S. Holder that is a foreign corporation, such dividends may also be subject to the branch profits tax under Section 884 of the Code at a rate of 30% (or such reduced rate as may be specified by an applicable income tax treaty).

E. Non-U.S. Holders — Gain on Sale, Exchange, or Other Disposition

The Tax Disclosure accurately states that a Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain recognized on the sale, exchange, or other taxable disposition of shares of Common Stock, unless one or more of the following exceptions applies:

(a) the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States), in which case such gain will generally be subject to U.S. federal income tax on a net income basis at the graduated rates applicable to U.S. persons and, in the case of a Non-U.S. Holder that is a foreign corporation, may also be subject to the branch profits tax under Section 884 of the Code;

(b) the Non-U.S. Holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year of the disposition and certain other conditions are met, in which case such gain (net of certain U.S.-source capital losses) will be subject to U.S. federal income tax at a flat rate of 30% (or such reduced rate as may be specified by an applicable income tax treaty); or

(c) the Company is or has been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code (a "USRPHC") for U.S. federal income tax purposes at any time during the shorter of (i) the five-year period ending on the date of the disposition or (ii) the Non-U.S. Holder's holding period for such shares of Common Stock.

The Tax Disclosure appropriately addresses the Company's USRPHC status. We note that, given the Company's portfolio of eight casino-resort properties located across the States of Nevada, New Jersey, and Mississippi, as well as the Company's pending expansion projects in Louisiana and Indiana, the Company's ownership of significant "United States real property interests" within the meaning of Section 897(c)(1) of the Code is substantial. The Company's status as a USRPHC may therefore be relevant to Non-U.S. Holders, and this status is appropriately disclosed in the Prospectus Supplement. However, the Tax Disclosure correctly notes the exception provided under Section 897(c)(3) of the Code for shares that are "regularly traded on an established securities market" within the meaning of Section 897(c)(3) and Treasury Regulation Section 1.897-1(m). Because the Company's Common Stock is listed and regularly traded on the NYSE, the Tax Disclosure correctly states that a Non-U.S. Holder who has not held, actually or constructively, more than 5% of the total outstanding shares of the Company's Common Stock at any time during the applicable testing period described in Section 897(c)(1)(A)(ii) of the Code would generally not be subject to tax under FIRPTA (as defined below) on a disposition of shares of Common Stock.

F. Non-U.S. Holders — FIRPTA Considerations

The Tax Disclosure appropriately addresses the application of the Foreign Investment in Real Property Tax Act of 1980, as amended ("FIRPTA"), to the extent the Company may be classified as a USRPHC. Under Sections 897 and 1445 of the Code, if the Company is or has been a USRPHC during the relevant testing period, gain or loss recognized by a Non-U.S. Holder on the disposition of shares of Common Stock would generally be treated as gain or loss that is effectively connected with the conduct of a trade or business within the United States and would be subject to U.S. federal income tax on a net income basis at the graduated rates applicable to U.S. persons. Additionally, a buyer of such shares could be required to withhold tax under Section 1445 of the Code at a rate of 15% of the amount realized on the disposition.

Given the Company's ownership of significant U.S. real property interests, including its casino-resort properties, the Tax Disclosure notes that the Company believes it may be classified as a USRPHC. Notwithstanding this determination, the Tax Disclosure correctly states that, pursuant to Section 897(c)(3) of the Code, because the Company's Common Stock is regularly traded on the NYSE (an established securities market), a Non-U.S. Holder who has not held, actually or constructively (applying the constructive ownership rules of Section 318(a) of the Code, as modified by Section 897(c)(6)(C) of the Code), more than 5% of the total outstanding shares of the Company's Common Stock during the shorter of (i) the five-year period ending on the date of disposition and (ii) such holder's holding period for the applicable shares, would generally not be subject to U.S. federal income tax under FIRPTA on a disposition of such shares and would not be subject to the withholding obligation under Section 1445 of the Code. The Tax Disclosure appropriately advises Non-U.S. Holders to consult their own tax advisors regarding the application of FIRPTA to their particular circumstances, including the determination of their ownership levels.

G. Backup Withholding and Information Reporting

The Tax Disclosure accurately summarizes the backup withholding and information reporting rules applicable to both U.S. Holders and Non-U.S. Holders of Common Stock. Specifically, the Tax Disclosure correctly states that payments of dividends on, and proceeds from the disposition of, shares of Common Stock may be subject to information reporting to the IRS and to backup withholding at the applicable statutory rate (currently 24%) under Section 3406 of the Code.

The Tax Disclosure accurately describes the mechanisms by which holders may establish an exemption from backup withholding. With respect to U.S. Holders, the Tax Disclosure correctly states that backup withholding generally will not apply if the U.S. Holder furnishes a correct taxpayer identification number (generally on IRS Form W-9) and certifies, under penalties of perjury, that such holder is not subject to backup withholding, or otherwise establishes an exemption. With respect to Non-U.S. Holders, the Tax Disclosure correctly states that a Non-U.S. Holder generally will not be subject to backup withholding if such holder certifies its non-U.S. status by providing the applicable withholding agent with an appropriate IRS Form W-8 (such as IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8ECI, as applicable), or otherwise establishes an exemption.

The Tax Disclosure appropriately notes that backup withholding is not an additional tax and that amounts withheld under the backup withholding rules may be credited against a holder's U.S. federal income tax liability, or refunded, provided that the required information is timely furnished to the IRS.

H. FATCA (Foreign Account Tax Compliance Act)

The Tax Disclosure accurately describes the withholding tax provisions imposed under Sections 1471 through 1474 of the Code (commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA"). The Tax Disclosure correctly states that FATCA generally imposes a 30% withholding tax on certain types of payments, including dividends on shares of Common Stock, made to (i) "foreign financial institutions" (as defined in Section 1471(d)(4) of the Code) that fail to comply with applicable information reporting and due diligence requirements, and (ii) "non-financial foreign entities" (as defined in Section 1472(d) of the Code) that fail to certify that they do not have any "substantial United States owners" (as defined in Section 1473(2) of the Code) or to provide identification of such owners.

The Tax Disclosure reflects current IRS guidance, including applicable proposed Treasury regulations and IRS Notice 2021-20, which currently defer the applicability of FATCA withholding to gross proceeds from the sale or other disposition of property of a type that can produce U.S.-source dividends. The Tax Disclosure appropriately advises holders to consult their own tax advisors regarding the application of FATCA to their particular circumstances, including the effect of any applicable intergovernmental agreement entered into between the United States and the holder's jurisdiction of residence.

VI. Qualifications and Limitations

The opinion set forth herein is subject to the following qualifications and limitations:

1. Change in Law. This opinion is based upon the Code, Treasury regulations (including final, temporary, and proposed regulations), published rulings and administrative pronouncements of the IRS, and reported judicial decisions, in each case as in effect and available on the date hereof. The statutory, regulatory, and judicial authorities upon which this opinion is based are subject to change at any time, which change may be enacted, promulgated, or rendered with retroactive effect. Any such change could modify the conclusions expressed herein, and we undertake no obligation to advise the Company or any other person of any such change or of the effect that any such change may have on the matters discussed herein.

2. Non-Binding Nature. This opinion represents our legal judgment based on existing authorities and is not binding on the IRS or any court. No assurance can be given that the IRS will not take a position contrary to one or more of the conclusions stated herein, or that such a contrary position would not be sustained by a court upon judicial review. We note that the Tax Disclosure contains appropriate cautionary language advising investors that opinions of counsel are not binding on the IRS or any court.

3. No IRS Ruling. No ruling has been requested from, or issued by, the IRS with respect to any of the tax matters addressed in this opinion or in the Tax Disclosure, and no such ruling will be sought. The receipt of a private letter ruling from the IRS could provide greater certainty regarding one or more of the tax consequences described in the Tax Disclosure, but we have not been asked to, and have not, sought any such ruling.

4. Limited Scope. This opinion is limited in its scope to the specific U.S. federal income tax matters discussed in the Tax Disclosure and does not address any other U.S. federal, state, local, or non-U.S. tax consequences of the Offering, the ownership of shares of Common Stock, or any other transaction or arrangement involving the Company or any holder of Common Stock.

5. Reliance on Factual Representations. Our opinion is expressly conditioned upon, and subject to, the accuracy of all factual representations made to us by the Company, its officers, and its agents, including, without limitation, those representations set forth in the officer's certificates provided by Marcus Hale, Chief Executive Officer, and Lena Okafor, Chief Financial Officer, of the Company. We have not independently verified any such factual representations, and if any such representation is inaccurate or incomplete, the conclusions stated herein could be materially affected.

6. Excluded Holders and Matters. No opinion is expressed herein regarding the tax treatment of holders that are subject to special rules under the Code, as described in Section IV above, or regarding any state, local, or non-U.S. tax consequences of the acquisition, ownership, or disposition of shares of Common Stock.

7. "More Likely Than Not" Standard. Unless otherwise specifically indicated in this opinion, each statement of opinion contained herein as to the accuracy of the Tax Disclosure represents our conclusion that the relevant statement in the Tax Disclosure is correct in all material respects and that the position reflected therein would, if challenged, be sustained on its merits under a "more likely than not" standard of review (i.e., a greater than 50% likelihood of being sustained).

VII. Reliance and Use

This opinion is rendered solely for the benefit of Redstone Gaming Corp. in connection with the Offering described herein and in the Prospectus Supplement. This opinion is not intended to, and may not, be relied upon by any other person or entity, or for any purpose other than as described herein, without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to, or its incorporation by reference in, the Registration Statement and the Prospectus Supplement. We further consent to the reference to Calderwood & Harkness LLP in the Prospectus Supplement under the headings "Material U.S. Federal Income Tax Considerations" and "Legal Matters." In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the SEC.

Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., in their capacities as representatives of the several underwriters in the Offering, may rely on this opinion to the extent expressly stated in the Underwriting Agreement, and we acknowledge that such reliance is consistent with the terms of our engagement. Whitmore & Pratt LLP, in its capacity as counsel to the Underwriters, may review this opinion in connection with its own due diligence in the Offering, but may not rely on this opinion for any purpose absent our separate written confirmation.

Except as expressly provided herein, this opinion may not be quoted, referred to, or relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance.

We undertake no obligation to update, supplement, or revise this opinion, or to advise the Company or any other person of any changes in applicable law, or any changes in facts or circumstances that come to our attention after the date hereof, that might affect the conclusions expressed herein.

•

If you have any questions regarding this opinion or require any additional information, please do not hesitate to contact the undersigned.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Vivienne St. Claire

Title: Partner, Capital Markets Tax Practice

[Signature to be affixed upon finalization]

Enclosures: None attached to this draft. The final version of this opinion letter may attach an executed officer's certificate of Marcus Hale and Lena Okafor regarding factual representations relevant to the Company's USRPHC analysis and tax status, and such other documents as may be required.

DRAFT — FOR DISCUSSION PURPOSES ONLY This draft opinion letter is furnished for discussion purposes only and is subject to revision and completion prior to finalization. This draft does not constitute a final opinion of Calderwood & Harkness LLP and should not be relied upon for any purpose.

DRAFT — FOR DISCUSSION PURPOSES ONLY
CALDERWOOD & HARKNESS LLP Counselors at Law
7 Times Square, 38th Floor New York, New York 10036
Telephone: (212) 455-7800 Facsimile: (212) 455-7801
www.calderwoodharkness.com
Draft — to be dated as of the pricing date October 28, 2025
Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, Nevada 89119
Attention: Darren Whitfield, Executive Vice President & General Counsel
Re: Tax Disclosure Opinion — Prospectus Supplement Relating to the Offering of Shares of Common Stock of Redstone Gaming Corp. SEC File No. 333-278401
Dear Mr. Whitfield:
I. Introduction
Calderwood & Harkness LLP has acted as counsel to Redstone Gaming Corp., a Delaware corporation ("RGC" or the "Company"), in connection with the Company's registered public offering of 6,557,377 shares of common stock, par value $0.001 per share (the "Common Stock"), with a 15% over-allotment option granted to the underwriters covering up to 983,606 additional shares, for a maximum aggregate offering of 7,540,983 shares of Common Stock (the "Offering"). The Offering is being conducted pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-278401) (together with all amendments thereto, the "Registration Statement"), which was originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and was declared effective by the SEC on March 28, 2024, and the related prospectus supplement to be filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Prospectus Supplement," and together with the base prospectus dated March 28, 2024 forming a part of the Registration Statement, the "Prospectus").
This opinion letter is being rendered at the Company's request with respect to the accuracy and completeness of the discussion set forth in the Prospectus Supplement under the heading "Material U.S. Federal Income Tax Considerations" (the "Tax Disclosure"). The Tax Disclosure addresses the material U.S. federal income tax consequences of the acquisition, ownership, and disposition of shares of Common Stock acquired by investors in the Offering. The Common Stock trades on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM" (CUSIP: 76134Q 108).
In rendering this opinion, we have acted as tax counsel to the Company and have participated in the drafting and review of the Tax Disclosure. Unless otherwise indicated, capitalized terms used but not defined herein have the meanings assigned to them in the Prospectus Supplement.
II. Documents and Materials Reviewed
In connection with rendering this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents and materials:
1. The Registration Statement on Form S-3 (File No. 333-278401), as originally filed with the SEC on March 14, 2024, including all exhibits thereto and all amendments and supplements filed through the date hereof;
2. The Prospectus Supplement (in the form of the most recent draft provided to us, dated October 25, 2025, and expected to be filed with the SEC pursuant to Rule 424(b)(5) on or about the date hereof), including the Tax Disclosure set forth therein;
3. The base prospectus dated March 28, 2024, forming a part of the Registration Statement;
4. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 28, 2025, and as subsequently amended by the Company's Form 10-K/A filed with the SEC on July 15, 2025;
5. The Company's Certificate of Incorporation, as amended and restated (Delaware Charter File No. 7291845), together with all certificates of amendment and certificates of designation filed therewith;
6. Resolutions of the Board of Directors of the Company adopted on September 30, 2025, authorizing the Offering and related transactions, as certified to us by the Secretary of the Company;
7. The underwriting agreement (the "Underwriting Agreement"), in the form of the most recent draft provided to us, among the Company and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as representatives of the several underwriters named therein (collectively, the "Underwriters");
8. Officer's certificates of Marcus Hale, Chief Executive Officer, and Lena Okafor, Chief Financial Officer, of the Company, each dated on or about the date hereof, containing certain factual representations and statements relevant to the opinions expressed herein, including representations regarding the Company's operations, assets, capitalization, earnings and profits, and status as a United States real property holding corporation;
9. The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, and June 30, 2025, respectively;
10. The Company's Current Reports on Form 8-K filed during the twelve-month period preceding the date hereof; and
11. Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or advisable for purposes of rendering this opinion.
We have not independently verified the accuracy or completeness of the factual matters set forth in the documents listed above or otherwise brought to our attention in connection with this engagement, and we have relied upon such documents and the factual representations contained therein without independent investigation.
III. Assumptions
For purposes of this opinion, we have assumed, with the Company's consent, the following:
1. The Offering will be consummated in all material respects in accordance with the terms and conditions described in the Prospectus Supplement and the Underwriting Agreement, without waiver or modification of any material provision thereof, and that all conditions to closing set forth therein will be satisfied or duly waived.
2. The accuracy and completeness of all factual representations, warranties, and statements made to us by the Company and its officers, directors, and employees, whether contained in the officer's certificates, the Registration Statement, the Prospectus Supplement, or otherwise communicated to us, including without limitation all information regarding the Company's operations, assets, liabilities, capitalization, earnings and profits, and tax reporting positions.
3. The Company has been, is, and will continue to be classified as a corporation for U.S. federal income tax purposes within the meaning of Section 7701(a)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations promulgated thereunder, and is not and will not become classified as a passive foreign investment company within the meaning of Section 1297 of the Code, a personal holding company within the meaning of Section 542 of the Code, or a regulated investment company within the meaning of Section 851 of the Code.
4. The shares of Common Stock to be issued and sold in the Offering constitute equity for U.S. federal income tax purposes and are not and will not be treated as indebtedness, a partnership interest, or any instrument other than stock of a domestic corporation for such purposes.
5. There will be no change in applicable law — whether statutory, judicial, or administrative — from the date hereof through and including the closing date of the Offering that would affect the conclusions stated in this opinion, and that all applicable provisions of the Code, the Treasury regulations, published rulings and administrative pronouncements of the Internal Revenue Service (the "IRS"), and reported judicial decisions in effect on the date hereof will remain in effect in their current form.
6. That the Company's employer identification number is 88-1034572, that the Company is duly incorporated and validly existing under the laws of the State of Delaware, that the Company's principal executive offices are located in Las Vegas, Nevada, and that all filings and registrations required to be made by the Company with respect to the matters discussed herein have been duly and timely made.
7. All documents submitted to us as originals are authentic, complete, and accurate; all documents submitted to us as copies conform to the originals thereof; all signatures on such documents are genuine; and all natural persons who have executed any such documents have had the legal capacity to do so.
8. Each party to the Underwriting Agreement and each other agreement relevant to the Offering has complied and will comply in all material respects with all of its obligations under such agreements.
IV. Scope of Opinion
This opinion addresses only the material U.S. federal income tax consequences of the acquisition, ownership, and disposition of shares of Common Stock acquired by holders in the Offering, as such consequences are described in the Tax Disclosure contained in the Prospectus Supplement. Specifically, this opinion covers the Tax Disclosure as it pertains to the U.S. federal income tax treatment of both (a) holders that are "U.S. Holders" and (b) holders that are "Non-U.S. Holders," each as defined in the Tax Disclosure.
This opinion does not address, and we express no view with respect to, any of the following:
(a) any state, local, or non-U.S. tax consequences of the acquisition, ownership, or disposition of shares of Common Stock, except to the extent specifically discussed in the Tax Disclosure;
(b) the 3.8% Medicare contribution tax on net investment income imposed under Section 1411 of the Code, except to the extent specifically discussed in the Tax Disclosure;
(c) the alternative minimum tax provisions of the Code;
(d) any U.S. federal tax consequences other than income tax consequences (including, without limitation, estate tax, gift tax, or generation-skipping transfer tax consequences), except to the extent specifically discussed in the Tax Disclosure;
(e) any U.S. federal, state, local, or non-U.S. tax consequences arising from any transaction other than the acquisition, ownership, and disposition of shares of Common Stock in the Offering; and
(f) any tax consequences arising under the laws of any jurisdiction in which the Company conducts gaming operations, including the States of Nevada, New Jersey, Mississippi, Louisiana, and Indiana, or any gaming-specific tax or fee imposed by any such jurisdiction.
Furthermore, this opinion does not address, and the Tax Disclosure expressly disclaims coverage of, the tax consequences to holders that are subject to special rules under the Code, including, without limitation:
(i) banks, thrift institutions, and other financial institutions;
(ii) insurance companies;
(iii) tax-exempt organizations, including organizations described in Section 501(a) of the Code, qualified retirement plans, individual retirement accounts, and other tax-deferred accounts;
(iv) dealers in securities or currencies;
(v) traders in securities that elect to apply a mark-to-market method of tax accounting;
(vi) U.S. expatriates and former long-term residents of the United States;
(vii) persons holding shares of Common Stock as part of a hedge, straddle, conversion transaction, synthetic security, or other integrated transaction for U.S. federal income tax purposes;
(viii) persons whose functional currency is not the U.S. dollar;
(ix) controlled foreign corporations within the meaning of Section 957 of the Code;
(x) passive foreign investment companies within the meaning of Section 1297 of the Code;
(xi) partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes, and investors therein;
(xii) S corporations and their shareholders;
(xiii) real estate investment trusts and regulated investment companies; and
(xiv) persons who acquired shares of Common Stock through the exercise of employee stock options, through any employee stock purchase plan, or otherwise as compensation.
We note, for the avoidance of doubt, that the Company has represented to us that, as of the date hereof, there are approximately 3,850,000 stock options outstanding under the Company's 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share. The U.S. federal income tax consequences of the exercise of such options, or of any acquisition of Common Stock pursuant to such options or any other compensatory arrangement, are expressly outside the scope of this opinion.
V. Opinion
A. General Statement
Based upon and subject to the foregoing, and subject to the qualifications, limitations, assumptions, and caveats set forth in this opinion letter and in the Tax Disclosure itself, it is our opinion that the Tax Disclosure, as set forth in the Prospectus Supplement under the heading "Material U.S. Federal Income Tax Considerations," constitutes, in all material respects, an accurate and complete summary, as of the date hereof, of the material U.S. federal income tax consequences of the acquisition, ownership, and disposition of shares of Common Stock to holders acquiring such shares in the Offering at the public offering price of $27.45 per share (or such other price as may be finally determined at the time of pricing).
The Tax Disclosure accurately reflects the applicable provisions of the Code, the Treasury regulations promulgated thereunder (including both final and applicable temporary and proposed regulations), published rulings and administrative pronouncements of the IRS, and applicable judicial decisions, all as in effect and available on the date hereof. We note that the authorities upon which we have relied are subject to change at any time, potentially with retroactive effect, and that any such change could affect the accuracy of the conclusions stated herein and in the Tax Disclosure.
Our opinion set forth below addresses each substantive topic covered in the Tax Disclosure in the order presented therein.
B. U.S. Holders — Distributions on Common Stock
The Tax Disclosure accurately states that distributions on the Common Stock, if any, will be treated as dividends for U.S. federal income tax purposes to the extent paid from the Company's current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent that any distribution exceeds the Company's current and accumulated earnings and profits, the Tax Disclosure correctly provides that such excess will be treated first as a non-taxable return of capital, reducing the U.S. Holder's adjusted tax basis in its shares of Common Stock (but not below zero), and thereafter as gain from the sale or exchange of such shares, subject to the tax treatment described in Section V.C below.
The Tax Disclosure accurately addresses the availability of the reduced tax rate applicable to "qualified dividend income" under Section 1(h)(11) of the Code for dividends received by eligible non-corporate U.S. Holders (including individuals), provided that applicable holding-period requirements and other conditions are satisfied. The Tax Disclosure also accurately describes the dividends-received deduction potentially available to corporate U.S. Holders under Section 243 of the Code, subject to applicable limitations, including holding-period requirements under Section 246(c) of the Code and the debt-financed portfolio stock limitations under Section 246A of the Code. The Tax Disclosure appropriately notes that the availability of the reduced rate for qualified dividend income and the dividends-received deduction is subject to various conditions and limitations, and that holders should consult their own tax advisors regarding the application of such provisions to their particular circumstances.
C. U.S. Holders — Sale, Exchange, or Other Taxable Disposition
The Tax Disclosure accurately states that a U.S. Holder will generally recognize capital gain or loss upon the sale, exchange, or other taxable disposition of shares of Common Stock acquired in the Offering in an amount equal to the difference between (i) the amount realized on such disposition (including the amount of any cash and the fair market value of any property received) and (ii) the U.S. Holder's adjusted tax basis in the shares so disposed of. The Tax Disclosure correctly provides that such gain or loss will be long-term capital gain or loss if, at the time of the disposition, the U.S. Holder has held the applicable shares for more than one year.
The Tax Disclosure appropriately notes that long-term capital gains recognized by eligible non-corporate U.S. Holders are generally eligible for taxation at reduced rates under current law. The Tax Disclosure also appropriately references the applicable limitations on the deductibility of capital losses, including the limitations set forth in Sections 1211 and 1212 of the Code, which restrict the deduction of capital losses to the extent of capital gains plus, in the case of non-corporate taxpayers, up to $3,000 of ordinary income ($1,500 in the case of a married individual filing a separate return).
D. Non-U.S. Holders — Distributions on Common Stock
The Tax Disclosure accurately states that distributions on the Common Stock that constitute dividends for U.S. federal income tax purposes (as described in Section V.B above) and that are paid to a Non-U.S. Holder will generally be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of such dividends, or at such reduced rate as may be specified by an applicable income tax treaty between the United States and the Non-U.S. Holder's country of residence, provided that the Non-U.S. Holder furnishes to the applicable withholding agent a valid IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, certifying such holder's entitlement to benefits under such treaty.
The Tax Disclosure accurately describes the exemption from the 30% withholding tax for dividends that are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if an applicable income tax treaty so requires, attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States). The Tax Disclosure correctly states that, in order to claim this exemption, the Non-U.S. Holder must provide the applicable withholding agent with a properly executed IRS Form W-8ECI. The Tax Disclosure further notes that such effectively connected dividends will generally be subject to U.S. federal income tax on a net income basis at the graduated rates applicable to U.S. persons and that, in the case of a Non-U.S. Holder that is a foreign corporation, such dividends may also be subject to the branch profits tax under Section 884 of the Code at a rate of 30% (or such reduced rate as may be specified by an applicable income tax treaty).
E. Non-U.S. Holders — Gain on Sale, Exchange, or Other Disposition
The Tax Disclosure accurately states that a Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain recognized on the sale, exchange, or other taxable disposition of shares of Common Stock, unless one or more of the following exceptions applies:
(a) the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States), in which case such gain will generally be subject to U.S. federal income tax on a net income basis at the graduated rates applicable to U.S. persons and, in the case of a Non-U.S. Holder that is a foreign corporation, may also be subject to the branch profits tax under Section 884 of the Code;
(b) the Non-U.S. Holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year of the disposition and certain other conditions are met, in which case such gain (net of certain U.S.-source capital losses) will be subject to U.S. federal income tax at a flat rate of 30% (or such reduced rate as may be specified by an applicable income tax treaty); or
(c) the Company is or has been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code (a "USRPHC") for U.S. federal income tax purposes at any time during the shorter of (i) the five-year period ending on the date of the disposition or (ii) the Non-U.S. Holder's holding period for such shares of Common Stock.
The Tax Disclosure appropriately addresses the Company's USRPHC status. We note that, given the Company's portfolio of eight casino-resort properties located across the States of Nevada, New Jersey, and Mississippi, as well as the Company's pending expansion projects in Louisiana and Indiana, the Company's ownership of significant "United States real property interests" within the meaning of Section 897(c)(1) of the Code is substantial. The Company's status as a USRPHC may therefore be relevant to Non-U.S. Holders, and this status is appropriately disclosed in the Prospectus Supplement. However, the Tax Disclosure correctly notes the exception provided under Section 897(c)(3) of the Code for shares that are "regularly traded on an established securities market" within the meaning of Section 897(c)(3) and Treasury Regulation Section 1.897-1(m). Because the Company's Common Stock is listed and regularly traded on the NYSE, the Tax Disclosure correctly states that a Non-U.S. Holder who has not held, actually or constructively, more than 5% of the total outstanding shares of the Company's Common Stock at any time during the applicable testing period described in Section 897(c)(1)(A)(ii) of the Code would generally not be subject to tax under FIRPTA (as defined below) on a disposition of shares of Common Stock.
F. Non-U.S. Holders — FIRPTA Considerations
The Tax Disclosure appropriately addresses the application of the Foreign Investment in Real Property Tax Act of 1980, as amended ("FIRPTA"), to the extent the Company may be classified as a USRPHC. Under Sections 897 and 1445 of the Code, if the Company is or has been a USRPHC during the relevant testing period, gain or loss recognized by a Non-U.S. Holder on the disposition of shares of Common Stock would generally be treated as gain or loss that is effectively connected with the conduct of a trade or business within the United States and would be subject to U.S. federal income tax on a net income basis at the graduated rates applicable to U.S. persons. Additionally, a buyer of such shares could be required to withhold tax under Section 1445 of the Code at a rate of 15% of the amount realized on the disposition.
Given the Company's ownership of significant U.S. real property interests, including its casino-resort properties, the Tax Disclosure notes that the Company believes it may be classified as a USRPHC. Notwithstanding this determination, the Tax Disclosure correctly states that, pursuant to Section 897(c)(3) of the Code, because the Company's Common Stock is regularly traded on the NYSE (an established securities market), a Non-U.S. Holder who has not held, actually or constructively (applying the constructive ownership rules of Section 318(a) of the Code, as modified by Section 897(c)(6)(C) of the Code), more than 5% of the total outstanding shares of the Company's Common Stock during the shorter of (i) the five-year period ending on the date of disposition and (ii) such holder's holding period for the applicable shares, would generally not be subject to U.S. federal income tax under FIRPTA on a disposition of such shares and would not be subject to the withholding obligation under Section 1445 of the Code. The Tax Disclosure appropriately advises Non-U.S. Holders to consult their own tax advisors regarding the application of FIRPTA to their particular circumstances, including the determination of their ownership levels.
G. Backup Withholding and Information Reporting
The Tax Disclosure accurately summarizes the backup withholding and information reporting rules applicable to both U.S. Holders and Non-U.S. Holders of Common Stock. Specifically, the Tax Disclosure correctly states that payments of dividends on, and proceeds from the disposition of, shares of Common Stock may be subject to information reporting to the IRS and to backup withholding at the applicable statutory rate (currently 24%) under Section 3406 of the Code.
The Tax Disclosure accurately describes the mechanisms by which holders may establish an exemption from backup withholding. With respect to U.S. Holders, the Tax Disclosure correctly states that backup withholding generally will not apply if the U.S. Holder furnishes a correct taxpayer identification number (generally on IRS Form W-9) and certifies, under penalties of perjury, that such holder is not subject to backup withholding, or otherwise establishes an exemption. With respect to Non-U.S. Holders, the Tax Disclosure correctly states that a Non-U.S. Holder generally will not be subject to backup withholding if such holder certifies its non-U.S. status by providing the applicable withholding agent with an appropriate IRS Form W-8 (such as IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8ECI, as applicable), or otherwise establishes an exemption.
The Tax Disclosure appropriately notes that backup withholding is not an additional tax and that amounts withheld under the backup withholding rules may be credited against a holder's U.S. federal income tax liability, or refunded, provided that the required information is timely furnished to the IRS.
H. FATCA (Foreign Account Tax Compliance Act)
The Tax Disclosure accurately describes the withholding tax provisions imposed under Sections 1471 through 1474 of the Code (commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA"). The Tax Disclosure correctly states that FATCA generally imposes a 30% withholding tax on certain types of payments, including dividends on shares of Common Stock, made to (i) "foreign financial institutions" (as defined in Section 1471(d)(4) of the Code) that fail to comply with applicable information reporting and due diligence requirements, and (ii) "non-financial foreign entities" (as defined in Section 1472(d) of the Code) that fail to certify that they do not have any "substantial United States owners" (as defined in Section 1473(2) of the Code) or to provide identification of such owners.
The Tax Disclosure reflects current IRS guidance, including applicable proposed Treasury regulations and IRS Notice 2021-20, which currently defer the applicability of FATCA withholding to gross proceeds from the sale or other disposition of property of a type that can produce U.S.-source dividends. The Tax Disclosure appropriately advises holders to consult their own tax advisors regarding the application of FATCA to their particular circumstances, including the effect of any applicable intergovernmental agreement entered into between the United States and the holder's jurisdiction of residence.
VI. Qualifications and Limitations
The opinion set forth herein is subject to the following qualifications and limitations:
1. Change in Law. This opinion is based upon the Code, Treasury regulations (including final, temporary, and proposed regulations), published rulings and administrative pronouncements of the IRS, and reported judicial decisions, in each case as in effect and available on the date hereof. The statutory, regulatory, and judicial authorities upon which this opinion is based are subject to change at any time, which change may be enacted, promulgated, or rendered with retroactive effect. Any such change could modify the conclusions expressed herein, and we undertake no obligation to advise the Company or any other person of any such change or of the effect that any such change may have on the matters discussed herein.
2. Non-Binding Nature. This opinion represents our legal judgment based on existing authorities and is not binding on the IRS or any court. No assurance can be given that the IRS will not take a position contrary to one or more of the conclusions stated herein, or that such a contrary position would not be sustained by a court upon judicial review. We note that the Tax Disclosure contains appropriate cautionary language advising investors that opinions of counsel are not binding on the IRS or any court.
3. No IRS Ruling. No ruling has been requested from, or issued by, the IRS with respect to any of the tax matters addressed in this opinion or in the Tax Disclosure, and no such ruling will be sought. The receipt of a private letter ruling from the IRS could provide greater certainty regarding one or more of the tax consequences described in the Tax Disclosure, but we have not been asked to, and have not, sought any such ruling.
4. Limited Scope. This opinion is limited in its scope to the specific U.S. federal income tax matters discussed in the Tax Disclosure and does not address any other U.S. federal, state, local, or non-U.S. tax consequences of the Offering, the ownership of shares of Common Stock, or any other transaction or arrangement involving the Company or any holder of Common Stock.
5. Reliance on Factual Representations. Our opinion is expressly conditioned upon, and subject to, the accuracy of all factual representations made to us by the Company, its officers, and its agents, including, without limitation, those representations set forth in the officer's certificates provided by Marcus Hale, Chief Executive Officer, and Lena Okafor, Chief Financial Officer, of the Company. We have not independently verified any such factual representations, and if any such representation is inaccurate or incomplete, the conclusions stated herein could be materially affected.
6. Excluded Holders and Matters. No opinion is expressed herein regarding the tax treatment of holders that are subject to special rules under the Code, as described in Section IV above, or regarding any state, local, or non-U.S. tax consequences of the acquisition, ownership, or disposition of shares of Common Stock.
7. "More Likely Than Not" Standard. Unless otherwise specifically indicated in this opinion, each statement of opinion contained herein as to the accuracy of the Tax Disclosure represents our conclusion that the relevant statement in the Tax Disclosure is correct in all material respects and that the position reflected therein would, if challenged, be sustained on its merits under a "more likely than not" standard of review (i.e., a greater than 50% likelihood of being sustained).
VII. Reliance and Use
This opinion is rendered solely for the benefit of Redstone Gaming Corp. in connection with the Offering described herein and in the Prospectus Supplement. This opinion is not intended to, and may not, be relied upon by any other person or entity, or for any purpose other than as described herein, without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to, or its incorporation by reference in, the Registration Statement and the Prospectus Supplement. We further consent to the reference to Calderwood & Harkness LLP in the Prospectus Supplement under the headings "Material U.S. Federal Income Tax Considerations" and "Legal Matters." In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the SEC.
Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., in their capacities as representatives of the several underwriters in the Offering, may rely on this opinion to the extent expressly stated in the Underwriting Agreement, and we acknowledge that such reliance is consistent with the terms of our engagement. Whitmore & Pratt LLP, in its capacity as counsel to the Underwriters, may review this opinion in connection with its own due diligence in the Offering, but may not rely on this opinion for any purpose absent our separate written confirmation.
Except as expressly provided herein, this opinion may not be quoted, referred to, or relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance.
We undertake no obligation to update, supplement, or revise this opinion, or to advise the Company or any other person of any changes in applicable law, or any changes in facts or circumstances that come to our attention after the date hereof, that might affect the conclusions expressed herein.
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If you have any questions regarding this opinion or require any additional information, please do not hesitate to contact the undersigned.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Vivienne St. Claire
Title: Partner, Capital Markets Tax Practice
[Signature to be affixed upon finalization]
Enclosures: None attached to this draft. The final version of this opinion letter may attach an executed officer's certificate of Marcus Hale and Lena Okafor regarding factual representations relevant to the Company's USRPHC analysis and tax status, and such other documents as may be required.
DRAFT — FOR DISCUSSION PURPOSES ONLY This draft opinion letter is furnished for discussion purposes only and is subject to revision and completion prior to finalization. This draft does not constitute a final opinion of Calderwood & Harkness LLP and should not be relied upon for any purpose.

DRAFT — FOR DISCUSSION PURPOSES ONLY

CALDERWOOD & HARKNESS LLP

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