1005-00001 · Nexford Industrial Holdings · Opinions

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BRIARCLIFF LEGAL GROUP PA 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 555-7800 Facsimile: (302) 555-7801

March 28, 2025

Crescent Harbor Bank, N.A. in its capacity as Administrative Agent and Collateral Agent 320 Federal Street Boston, Massachusetts 02110

Re: $1,400,000,000 Senior Secured Term Loan B Credit Facility — Nexford Industrial Holdings Inc.

Ladies and Gentlemen:

We have acted as special Delaware counsel to each of the Delaware Loan Parties (as defined below) in connection with the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement") among Nexford Industrial Holdings Inc., a corporation organized under the laws of the State of Delaware (the "Borrower"), the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., a national banking association, as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent (in such capacity, the "Collateral Agent" and, together with the Administrative Agent, the "Agent"), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as joint lead arrangers and joint bookrunners (collectively, the "Joint Lead Arrangers"), and the several banks and other financial institutions from time to time party thereto as lenders (collectively, the "Lenders"). The Credit Agreement provides for, among other things, a $1,400,000,000 senior secured Term Loan B credit facility (the "Facility") to be made available to the Borrower on the terms and conditions set forth therein.

This opinion letter is furnished to you pursuant to Section 4.01(a)(vi) (Conditions Precedent to the Closing Date) of the Credit Agreement. This opinion is being rendered by Catherine Ellsworth, Lead Partner of Briarcliff Legal Group PA, a professional association organized under the laws of the State of Delaware.

I. DEFINED TERMS AND INTERPRETATION

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. In addition, as used in this opinion letter, the following terms shall have the meanings set forth below:

"Delaware Loan Parties" means, collectively, the following entities, each of which is organized under the laws of the State of Delaware:

1. Nexford Industrial Holdings Inc., the Borrower, a corporation organized under the laws of the State of Delaware, Delaware Secretary of State File Number 5765432, Federal Employer Identification Number 36-4178552, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801;

2. Granite Peak NIH Holdings, LLC, the Holdings Guarantor, a limited liability company organized under the laws of the State of Delaware, Delaware Secretary of State File Number 7234891, Federal Employer Identification Number 85-3291047, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801;

3. Nexford Precision Components, Inc., a Subsidiary Guarantor, a corporation organized under the laws of the State of Delaware, Delaware Secretary of State File Number 6108274, Federal Employer Identification Number 47-5823961, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801;

4. Nexford Engineered Systems, LLC, a Subsidiary Guarantor, a limited liability company organized under the laws of the State of Delaware, Delaware Secretary of State File Number 6541903, Federal Employer Identification Number 82-6147390, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801;

5. Nexford Coatings & Surface Technologies, Inc., a Subsidiary Guarantor, a corporation organized under the laws of the State of Delaware, Delaware Secretary of State File Number 6892310, Federal Employer Identification Number 61-7382054, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801;

6. Nexford Properties, LLC, a Subsidiary Guarantor, a limited liability company organized under the laws of the State of Delaware, Delaware Secretary of State File Number 7105648, Federal Employer Identification Number 83-9214576, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801; and

7. Nexford International Holdings, Inc., a Subsidiary Guarantor and the CFC Holdco, a corporation organized under the laws of the State of Delaware, Delaware Secretary of State File Number 7318527, Federal Employer Identification Number 92-4071638, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.

"DGCL" means the Delaware General Corporation Law, Title 8 of the Delaware Code, as amended and in effect on the date hereof.

"DLLCA" means the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code, as amended and in effect on the date hereof.

"DRULPA" means the Delaware Revised Uniform Limited Partnership Act, Title 6, Chapter 17 of the Delaware Code, as amended and in effect on the date hereof, to the extent applicable.

"Loan Documents" means, collectively, the following agreements and instruments, each dated as of March 28, 2025:

(a) the Credit Agreement;

(b) the Guarantee Agreement (the "Guarantee Agreement"), executed by the Guarantors party thereto in favor of the Collateral Agent for the benefit of the Secured Parties;

(c) the Security Agreement (the "Security Agreement"), executed by the Borrower and the Subsidiary Guarantors party thereto in favor of the Collateral Agent for the benefit of the Secured Parties;

(d) the Holdings Pledge Agreement (the "Holdings Pledge Agreement"), executed by Granite Peak NIH Holdings, LLC in favor of the Collateral Agent for the benefit of the Secured Parties;

(e) the Borrower Pledge Agreement (the "Borrower Pledge Agreement"), executed by Nexford Industrial Holdings Inc. in favor of the Collateral Agent for the benefit of the Secured Parties;

(f) the Subsidiary Pledge Agreements (collectively, the "Subsidiary Pledge Agreements"), executed by each Subsidiary Guarantor (other than Nexford International Holdings, Inc.) in favor of the Collateral Agent for the benefit of the Secured Parties;

(g) the CFC Holdco Limited Pledge Agreement (the "CFC Holdco Limited Pledge Agreement"), executed by Nexford International Holdings, Inc. in favor of the Collateral Agent for the benefit of the Secured Parties;

(h) the intellectual Property Security Agreement (the "IP Security Agreement"), executed by the Borrower and certain Subsidiary Guarantors in favor of the Collateral Agent for the benefit of the Secured Parties; and

(i) the Intercreditor Agreement (the "Intercreditor Agreement"), by and among the Collateral Agent, the Borrower, and the other parties thereto.

"Organizational Documents" means: (a) with respect to each Delaware Loan Party that is a corporation, its Certificate of Incorporation (including all amendments thereto) and its Bylaws, each as currently in effect; and (b) with respect to each Delaware Loan Party that is a limited liability company, its Certificate of Formation (including all amendments thereto) and its Limited Liability Company Agreement, each as currently in effect.

II. SCOPE OF EXAMINATION; DOCUMENTS EXAMINED

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

(a) With respect to each Delaware Loan Party that is a corporation (Nexford Industrial Holdings Inc., Nexford Precision Components, Inc., Nexford Coatings & Surface Technologies, Inc., and Nexford International Holdings, Inc.), a certified copy of its Certificate of Incorporation (including all amendments thereto) as obtained from the office of the Secretary of State of the State of Delaware (the "Delaware Secretary of State");

(c) With respect to each Delaware Loan Party that is a corporation, a copy of its Bylaws, certified by a duly authorized officer of such entity as being true, correct, and complete and in full force and effect as of the date hereof;

(d) With respect to each Delaware Loan Party that is a limited liability company, a copy of its Limited Liability Company Agreement (including all amendments thereto), certified by a duly authorized person of such entity as being true, correct, and complete and in full force and effect as of the date hereof;

(e) A Certificate of Good Standing (or Certificate of Status, as applicable) for each Delaware Loan Party issued by the Delaware Secretary of State, each dated within five (5) business days of the date hereof (collectively, the "Good Standing Certificates");

(f) Resolutions of the Board of Directors of Nexford Industrial Holdings Inc. adopted on January 13, 2025, authorizing the execution, delivery, and performance by the Borrower of the Loan Documents to which it is a party, certified by the Secretary of the Borrower as being true, correct, and complete and in full force and effect as of the date hereof;

(g) Written consent of the managing member of Granite Peak NIH Holdings, LLC, adopted on January 13, 2025, authorizing the execution, delivery, and performance by Holdings of the Loan Documents to which it is a party, certified by an authorized person of Holdings as being true, correct, and complete and in full force and effect as of the date hereof;

(h) Resolutions of the Board of Directors or written consents of the managing member or manager, as applicable, of each Subsidiary Guarantor (including Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, Nexford Coatings & Surface Technologies, Inc., Nexford Properties, LLC, and Nexford International Holdings, Inc.), adopted on various dates, authorizing the execution, delivery, and performance by each such Subsidiary Guarantor of the Loan Documents to which it is a party, in each case certified by the secretary or an authorized person, as applicable, of such Subsidiary Guarantor as being true, correct, and complete and in full force and effect as of the date hereof;

(i) Secretary's Certificates or Authorized Person's Certificates (as applicable) of each Delaware Loan Party, each dated as of March 28, 2025, certifying as to (i) the incumbency and specimen signatures of the officers or authorized persons executing the Loan Documents on behalf of such Delaware Loan Party, (ii) the Organizational Documents of such Delaware Loan Party, and (iii) the resolutions or written consents authorizing the transactions contemplated by the Loan Documents (collectively, the "Secretary's Certificates");

(j) An Opinion Back-Up Certificate of the Borrower, executed by a duly authorized officer of Nexford Industrial Holdings Inc. and addressed to us, dated as of March 28, 2025 (the "Opinion Back-Up Certificate"), setting forth certain factual representations and certifications upon which we have relied in rendering the opinions expressed herein;

(k) Executed counterparts of each of the Loan Documents; and

(l) Such other documents, records, instruments, certificates, and agreements as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.

We have also reviewed such matters of law as we have considered necessary or appropriate to render the opinions set forth below.

III. ASSUMPTIONS

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

(a) All signatures on documents examined by us in connection with the preparation of this opinion are genuine, and all natural persons who have executed documents examined by us had, at the time of such execution, the legal capacity to do so.

(b) All documents submitted to us as originals are authentic, and all documents submitted to us as copies (whether certified, photostatic, facsimile, electronic, or otherwise) conform to the originals of such documents. All such originals are authentic, and the information contained therein is accurate and complete.

(c) Each of the Loan Documents has been duly authorized, executed, and delivered by each party thereto other than the Delaware Loan Parties (as to the due authorization, execution, and delivery of the Loan Documents by the Delaware Loan Parties, we opine below in Section V of this opinion letter).

(d) The Credit Agreement and each other Loan Document constitutes the legal, valid, and binding obligation of each party thereto other than the Delaware Loan Parties, enforceable against each such party in accordance with its terms. We express no opinion as to the enforceability of the Loan Documents as against any Delaware Loan Party, as the Loan Documents are governed by the laws of the State of New York, and such enforceability opinions are being furnished by Calderwood & Harkness LLP in its capacity as counsel to the Borrower.

(e) Each party to the Loan Documents other than the Delaware Loan Parties has been duly organized, is validly existing, and is in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority to execute, deliver, and perform its obligations under each Loan Document to which it is a party.

(f) The factual matters, representations, certifications, and statements set forth in the Opinion Back-Up Certificate delivered to us by the Borrower, and in each Secretary's Certificate and Authorized Person's Certificate delivered to us by or on behalf of the Delaware Loan Parties, are true, correct, and complete in all respects as of the date hereof and as of the respective dates of such certificates.

(g) No Delaware Loan Party has amended, restated, supplemented, or otherwise modified any of its Organizational Documents since the date of the certified copies thereof examined by us, and such Organizational Documents remain in full force and effect as of the date hereof in the form examined by us.

(h) There are no agreements, instruments, or understandings, oral or written, among the parties to the Loan Documents that would modify, amend, supplement, or otherwise affect the terms of the Loan Documents or the rights and obligations of the parties thereunder, other than the Loan Documents themselves.

(i) The execution and delivery of the Loan Documents was not, and the performance by the Delaware Loan Parties of their obligations thereunder will not be, the subject of any prior, pending, or threatened action, suit, arbitration, investigation, or proceeding before any court, governmental authority, or arbitral tribunal.

(j) The consideration recited in the Loan Documents is real and adequate, and all conditions to the obligations of the parties thereto have been or will be satisfied or properly waived.

IV. QUALIFICATIONS AND LIMITATIONS

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

(a) The opinions expressed herein are limited solely and exclusively to the laws of the State of Delaware, including the DGCL, the DLLCA, and the DRULPA (to the extent applicable), in each case as currently in effect on the date hereof. We are members of the Bar of the State of Delaware, and we do not express any opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the United States of America or the laws of the State of New York (which is the governing law of the Loan Documents). Without limiting the generality of the foregoing, we note that the Loan Documents are governed by and construed in accordance with the laws of the State of New York, and we express no opinion as to the effect of New York law on any of the matters addressed herein or in the Loan Documents.

(b) We express no opinion as to the enforceability of any Loan Document or any provision thereof against any Delaware Loan Party or any other party thereto. Opinions regarding the enforceability of the Loan Documents under the laws of the State of New York are being furnished by Calderwood & Harkness LLP in its capacity as counsel to the Borrower.

(c) We express no opinion as to the creation, attachment, perfection, or priority of any security interest, lien, or encumbrance granted under or contemplated by the Security Agreement, the Holdings Pledge Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreements, the CFC Holdco Limited Pledge Agreement, the IP Security Agreement, or any other Loan Document, or as to any matter arising under or governed by Article 8 or Article 9 of the Uniform Commercial Code as enacted in Delaware or any other jurisdiction. Such matters, to the extent they relate to the laws of the State of Delaware, are being addressed by the opinion of Hargrove & Whitmore LLP, and to the extent they relate to the laws of the State of New York, are being addressed by the opinion of Calderwood & Harkness LLP.

(d) We express no opinion regarding any matter of federal law, including, without limitation, any matter arising under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Employee Retirement Income Security Act of 1974, the Internal Revenue Code of 1986, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act, the Foreign Corrupt Practices Act, or any executive order, regulation, or guidance relating to economic sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury.

(e) We express no opinion on any matter relating to taxation (whether federal, state, local, or foreign), environmental law, regulatory law, antitrust or competition law, labor or employment law, intellectual property law (other than, with respect to the opinions expressed herein, the power and authority of the Delaware Loan Parties to grant security interests in intellectual property as a matter of Delaware entity law), healthcare law, insurance law, pension or employee benefit law, or real property law.

(f) We express no opinion regarding the financial condition or solvency of any Delaware Loan Party, or as to whether any Delaware Loan Party will be rendered insolvent or will have unreasonably small capital as a result of the transactions contemplated by the Loan Documents.

(g) The opinions expressed herein with respect to the good standing of each Delaware Loan Party are based solely and exclusively upon the Good Standing Certificates issued by the Delaware Secretary of State and delivered to us in connection with this opinion letter, and such opinions speak only as of the respective dates of such Good Standing Certificates. We have made no independent investigation or inquiry with respect to the good standing of any Delaware Loan Party beyond our review of such Good Standing Certificates.

(h) We note that the opinion in paragraph (F) of Section V below (No Violation of Delaware Law) is limited to the DGCL and the DLLCA, as applicable, and does not extend to any other statute, rule, regulation, order, or other law of the State of Delaware.

V. OPINIONS

Based upon and subject to the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that:

A. Due Organization and Valid Existence

1. Each Delaware Loan Party that is a corporation, namely Nexford Industrial Holdings Inc., Nexford Precision Components, Inc., Nexford Coatings & Surface Technologies, Inc., and Nexford International Holdings, Inc., is a corporation duly incorporated, validly existing, and in good standing under the DGCL. Each such Delaware Loan Party was duly incorporated in accordance with the provisions of the DGCL, and its Certificate of Incorporation was duly filed with the Delaware Secretary of State and has not been amended, revoked, or otherwise terminated, except as reflected in the certified copies of such Certificate of Incorporation examined by us. Each such Delaware Loan Party has not been dissolved, merged out of existence, or otherwise terminated as a legal entity under the DGCL.

2. Each Delaware Loan Party that is a limited liability company, namely Granite Peak NIH Holdings, LLC, Nexford Engineered Systems, LLC, and Nexford Properties, LLC, is a limited liability company duly formed, validly existing, and in good standing under the DLLCA. Each such Delaware Loan Party was duly formed in accordance with the provisions of the DLLCA, and its Certificate of Formation was duly filed with the Delaware Secretary of State and has not been amended, cancelled, or otherwise terminated, except as reflected in the certified copies of such Certificate of Formation examined by us. Each such Delaware Loan Party has not been dissolved, wound up, or otherwise terminated as a legal entity under the DLLCA.

3. The opinions expressed in paragraphs 1 and 2 above with respect to the good standing of each Delaware Loan Party are based solely upon the Good Standing Certificates obtained from the Delaware Secretary of State, each dated within five (5) business days of the date hereof, and such opinions speak only as of the respective dates of such Good Standing Certificates.

B. Power and Authority

4. Each Delaware Loan Party has the corporate power and authority (in the case of each Delaware Loan Party that is a corporation) or the limited liability company power and authority (in the case of each Delaware Loan Party that is a limited liability company) under its respective Organizational Documents and the applicable Delaware statute (the DGCL or the DLLCA, as the case may be) to execute, deliver, and perform its obligations under each Loan Document to which it is a party.

5. Without limiting the generality of the foregoing opinion:

(a) Nexford Industrial Holdings Inc., as the Borrower, has the corporate power and authority under its Certificate of Incorporation, Bylaws, and the DGCL to (i) enter into the Credit Agreement and borrow the $1,400,000,000 Term Loan B thereunder, (ii) execute and deliver the Security Agreement and grant the security interests in its assets contemplated thereby, (iii) execute and deliver the Borrower Pledge Agreement and pledge the equity interests contemplated thereby, and (iv) execute and deliver the IP Security Agreement and grant the security interests in its intellectual property contemplated thereby.

(b) Granite Peak NIH Holdings, LLC, as Holdings, has the limited liability company power and authority under its Certificate of Formation, Limited Liability Company Agreement, and the DLLCA to (i) execute and deliver the Guarantee Agreement and guarantee the Obligations (as defined in the Credit Agreement) thereunder, and (ii) execute and deliver the Holdings Pledge Agreement and pledge one hundred percent (100%) of its equity interests in Nexford Industrial Holdings Inc. to the Collateral Agent for the benefit of the Secured Parties as contemplated thereby.

(c) Each Subsidiary Guarantor (other than Nexford International Holdings, Inc.) has the corporate power and authority or limited liability company power and authority, as the case may be, under its respective Organizational Documents and the applicable Delaware statute to (i) execute and deliver the Guarantee Agreement and guarantee the Obligations thereunder, (ii) execute and deliver the Security Agreement and grant the security interests in its assets contemplated thereby, and (iii) execute and deliver the applicable Subsidiary Pledge Agreement and pledge the equity interests contemplated thereby.

(d) Nexford International Holdings, Inc., as the CFC Holdco, has the corporate power and authority under its Certificate of Incorporation, Bylaws, and the DGCL to (i) execute and deliver the Guarantee Agreement and guarantee the Obligations thereunder, (ii) execute and deliver the Security Agreement and grant the security interests in its assets contemplated thereby, and (iii) execute and deliver the CFC Holdco Limited Pledge Agreement and pledge sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests in Nexford Canada Holdings ULC to the Collateral Agent for the benefit of the Secured Parties as contemplated thereby.

6. Each Delaware Loan Party has the corporate power and authority (in the case of each Delaware Loan Party that is a corporation) or the limited liability company power and authority (in the case of each Delaware Loan Party that is a limited liability company) to own, lease, and operate its properties and to carry on its business as presently conducted.

C. Due Authorization

7. The execution, delivery, and performance of each Loan Document to which each Delaware Loan Party is a party has been duly authorized by all necessary corporate or limited liability company action on the part of such Delaware Loan Party, as follows:

(a) With respect to each Delaware Loan Party that is a corporation (Nexford Industrial Holdings Inc., Nexford Precision Components, Inc., Nexford Coatings & Surface Technologies, Inc., and Nexford International Holdings, Inc.), the Board of Directors of such Delaware Loan Party has duly adopted resolutions authorizing the execution, delivery, and performance by such entity of each Loan Document to which it is a party, and such resolutions remain in full force and effect as of the date hereof and have not been amended, rescinded, or modified in any respect. In particular, the Board of Directors of Nexford Industrial Holdings Inc. adopted resolutions on January 13, 2025, which, among other things, authorized the Borrower to enter into the Credit Agreement, borrow the $1,400,000,000 Term Loan B, and execute and deliver each other Loan Document to which it is a party. The resolutions of the Boards of Directors of Nexford Precision Components, Inc., Nexford Coatings & Surface Technologies, Inc., and Nexford International Holdings, Inc. were adopted on various dates and were each certified to us as being in full force and effect as of March 28, 2025.

(b) With respect to each Delaware Loan Party that is a limited liability company (Granite Peak NIH Holdings, LLC, Nexford Engineered Systems, LLC, and Nexford Properties, LLC), the managing member or manager, as applicable, of such Delaware Loan Party has taken all action by written consent or otherwise necessary under its respective Limited Liability Company Agreement and the DLLCA to authorize the execution, delivery, and performance by such entity of each Loan Document to which it is a party, and such written consents or actions remain in full force and effect as of the date hereof and have not been amended, rescinded, or modified in any respect. In particular, the managing member of Granite Peak NIH Holdings, LLC adopted a written consent on January 13, 2025, which, among other things, authorized Holdings to execute and deliver the Guarantee Agreement and the Holdings Pledge Agreement. The written consents or actions of the managing members or managers of Nexford Engineered Systems, LLC and Nexford Properties, LLC were adopted on various dates and were each certified to us as being in full force and effect as of March 28, 2025.

(c) No vote or consent of the stockholders of any Delaware Loan Party that is a corporation is required under the DGCL or under the Certificate of Incorporation or Bylaws of such Delaware Loan Party for the authorization of the execution, delivery, and performance of the Loan Documents to which such Delaware Loan Party is a party.

(d) No vote, consent, or approval of the members or other equity holders of any Delaware Loan Party that is a limited liability company (other than the managing member or manager whose consent or action has been obtained as described in paragraph 7(b) above) is required under the DLLCA or under the Certificate of Formation or Limited Liability Company Agreement of such Delaware Loan Party for the authorization of the execution, delivery, and performance of the Loan Documents to which such Delaware Loan Party is a party.

D. Execution and Delivery

8. Each Loan Document to which a Delaware Loan Party is a party has been duly executed and delivered by such Delaware Loan Party. In rendering this opinion, we have relied upon (a) the Secretary's Certificates and Authorized Person's Certificates delivered to us, each dated as of March 28, 2025, certifying the incumbency and specimen signatures of the officers or authorized persons who executed the Loan Documents on behalf of each Delaware Loan Party, and (b) our review of the executed signature pages of each such Loan Document.

E. No Violation of Organizational Documents

9. The execution, delivery, and performance by each Delaware Loan Party of each Loan Document to which it is a party does not and will not (a) violate any provision of such Delaware Loan Party's Certificate of Incorporation, Bylaws, Certificate of Formation, or Limited Liability Company Agreement, as applicable, or (b) result in any breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under, any provision of such Organizational Documents. In rendering this opinion, we have reviewed the Organizational Documents of each Delaware Loan Party as certified to us and have compared the provisions thereof with the obligations of such Delaware Loan Party under the Loan Documents to which it is a party.

F. No Violation of Delaware Law

10. The execution, delivery, and performance by each Delaware Loan Party that is a corporation of each Loan Document to which it is a party does not and will not violate any provision of the DGCL.

11. The execution, delivery, and performance by each Delaware Loan Party that is a limited liability company of each Loan Document to which it is a party does not and will not violate any provision of the DLLCA.

12. The opinions expressed in paragraphs 10 and 11 above are subject to the assumptions, qualifications, and limitations set forth in Sections III and IV of this opinion letter and do not extend to any statute, rule, regulation, order, decree, judgment, or other law of the State of Delaware other than the DGCL (with respect to corporate Delaware Loan Parties) and the DLLCA (with respect to LLC Delaware Loan Parties).

VI. RELIANCE AND BENEFIT

This opinion letter is rendered solely for the benefit of, and may be relied upon solely by, the following:

(a) Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement and the other Loan Documents;

(b) each Lender party to the Credit Agreement as of the date hereof; and

(c) the respective successors and permitted assigns of the Administrative Agent, the Collateral Agent, and each such Lender, in each case to the extent such successor or permitted assign becomes a party to, or a beneficiary of, the Credit Agreement or any other Loan Document in accordance with the terms thereof.

This opinion letter is being delivered in connection with the closing of the $1,400,000,000 Term Loan B credit facility under the Credit Agreement and may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent, which consent may be withheld in our sole discretion. Notwithstanding the foregoing, Calderwood & Harkness LLP, as counsel to the Borrower, may rely on this opinion letter in connection with the preparation and delivery of its own opinion letter to the Administrative Agent pursuant to Section 4.01(a)(v) of the Credit Agreement, solely to the extent that such reliance relates to the matters of Delaware law addressed herein.

VII. NO OBLIGATION TO UPDATE

This opinion letter speaks only as of the date hereof. We assume no obligation to update or supplement this opinion letter, or to advise you of any changes in the facts or circumstances described herein or of any changes in applicable law (whether by legislative action, judicial decision, regulatory action, or otherwise) that may occur after the date hereof, even if such changes would affect the opinions expressed herein. Any such changes could, in our view, affect the opinions expressed herein.

[Signature Page Follows]

Very truly yours,