1005-00001 · Nexford Industrial Holdings · Opinions

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HARGROVE & WHITMORE LLP Attorneys at Law

233 South Wacker Drive, Suite 4500 Chicago, Illinois 60606

Telephone: (312) 555-7800 Facsimile: (312) 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: Legal Opinion of Hargrove & Whitmore LLP — Illinois Law Enforceability and Perfection Opinion in Connection with the $1,400,000,000 Senior Secured Term Loan B Credit Facility of Nexford Industrial Holdings Inc.

Ladies and Gentlemen:

We have acted as special Illinois counsel to Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), and Nexford Manufacturing Services, LLC, an Illinois limited liability company ("NMS"), a Subsidiary Guarantor under the Credit Agreement (as defined below), in connection with the transactions contemplated by the Reviewed Documents (as defined below). We have been engaged by Calderwood & Harkness LLP, counsel to the Borrower, to deliver this opinion letter in connection with the Credit Agreement described herein. This opinion is being delivered to you pursuant to the requirements of Section 4.01(h)(iv) of the Credit Agreement as a condition precedent to the initial borrowing under the Credit Agreement on the date hereof. This opinion letter is also delivered for the benefit of each of the Lenders party to the Credit Agreement and each other Secured Party (as defined in the Credit Agreement).

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

1. Transaction Documents Examined

In rendering the opinions set forth herein, we have examined the following documents (collectively, the "Loan Documents" or "Transaction Documents"):

1. Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the several banks and other financial institutions and lenders party thereto from time to time (collectively, the "Lenders"), providing for a senior secured term loan B facility in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility").

2. Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which NMS and the other Guarantors have jointly and severally guaranteed the Borrower's obligations under the Credit Agreement and the other Loan Documents.

3. Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Borrower, the Guarantors party thereto (including NMS), and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which NMS and the other grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in substantially all of their personal property assets as more fully described therein.

4. intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"), among the Borrower, the Guarantors party thereto (including NMS), and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, granting to the Collateral Agent a security interest in certain patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, and related intellectual property, as more fully described therein.

5. UCC-1 Financing Statement in the form to be filed with the Office of the Secretary of State of the State of Illinois, naming Nexford Manufacturing Services, LLC as Debtor and Crescent Harbor Bank, N.A. as Secured Party (the "NMS UCC-1").

6. Deposit Account Control Agreements dated as of March 28, 2025 (collectively, the "DACAs"), entered into by and among Nexford Manufacturing Services, LLC, Crescent Harbor Bank, N.A., as Collateral Agent, and the applicable depository institutions, with respect to the operating deposit accounts of NMS maintained at such depository institutions.

7. Intercompany Note dated as of March 28, 2025 (the "Intercompany Note"), issued by the Borrower to NMS and pledged to Crescent Harbor Bank, N.A. as Collateral Agent pursuant to the Security Agreement.

Items 2 through 7 above are collectively referred to herein as the "Illinois Loan Party Documents." The Credit Agreement and the Illinois Loan Party Documents are collectively referred to herein as the "Reviewed Documents."

2. Other Documents and Records Examined

In addition to the Reviewed Documents, we have also examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, records, and certificates:

(a) A Certificate of Good Standing for Nexford Manufacturing Services, LLC issued by the Office of the Secretary of State of the State of Illinois, dated March 24, 2025 (i.e., within five (5) business days of the date hereof).

(b) A certified copy of the Articles of Organization of Nexford Manufacturing Services, LLC, as filed with and certified by the Office of the Secretary of State of the State of Illinois.

(c) The Operating Agreement of Nexford Manufacturing Services, LLC, dated as of June 15, 2018, as amended by that certain First Amendment to Operating Agreement dated as of February 3, 2021, and as further amended by that certain Second Amendment to Operating Agreement dated as of November 12, 2023 (collectively, the "Operating Agreement").

(d) Resolutions of the managers and member(s) of Nexford Manufacturing Services, LLC, duly adopted by written consent dated as of March 25, 2025, authorizing the execution and delivery by NMS of the Reviewed Documents to which it is a party and the performance by NMS of its obligations thereunder, including the granting of guarantees and security interests contemplated thereby (the "NMS Resolutions").

(e) A Secretary's/Authorized Person's Certificate of Nexford Manufacturing Services, LLC, dated as of March 28, 2025, executed by the authorized representative of NMS, certifying as to the incumbency of officers and authorized signatories, the authenticity and completeness of the NMS Resolutions, and the accuracy and completeness of the attached organizational documents of NMS (the "Secretary's Certificate").

(f) UCC search results obtained from the Office of the Secretary of State of the State of Illinois with respect to Nexford Manufacturing Services, LLC, as debtor, reflecting filings of record as of the close of business on March 21, 2025 (the "UCC Search Results"). The principal office of NMS is located at 1400 Industrial Parkway, Schaumburg, Illinois 60173.

(g) An Officer's Certificate and Opinion Back-Up Certificate of the Borrower, dated as of March 28, 2025, executed by David Engstrom, General Counsel & Corporate Secretary of the Borrower, providing certain factual representations upon which this opinion letter relies (the "Back-Up Certificate").

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

3. Assumptions

In rendering the opinions set forth below, we have assumed the following, in each case without independent investigation or verification, and no opinion is expressed with respect to any of the following matters:

3.1 Genuineness and Authenticity. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies conform to the authentic originals thereof. All signatures on all documents examined by us are genuine, and the persons executing such documents had the legal capacity to do so. All certificates issued by public officials are accurate as of the date thereof and have not been revoked, superseded, or modified.

3.2 Capacity of Other Parties. Each party to the Reviewed Documents (other than Nexford Manufacturing Services, LLC, as to which we opine below) has been duly organized or formed, is validly existing and in good standing under the laws of the jurisdiction of its organization or formation, and has all requisite corporate, limited liability company, partnership, or other organizational power, authority, and legal right to execute, deliver, and perform its respective obligations under each of the Reviewed Documents to which such party is a party.

3.3 Due Authorization by Other Parties. The execution, delivery, and performance of the Reviewed Documents by each party thereto (other than NMS) has been duly authorized by all necessary corporate, limited liability company, partnership, or other organizational action on the part of such party, and no further action or approval is required on the part of such party to authorize the same.

3.4 Due Execution by Other Parties. Each of the Reviewed Documents has been duly executed and delivered by each party thereto (other than NMS) by persons authorized to execute such documents on behalf of such party.

3.5 Enforceability Against Other Parties. Each of the Reviewed Documents constitutes the legal, valid, and binding obligation of each party thereto (other than NMS), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

3.6 No Fraud, Duress, or Mutual Mistake. None of the Reviewed Documents was entered into by any party thereto under circumstances constituting fraud, duress, undue influence, or mutual mistake, and there are no oral or written agreements, understandings, or courses of dealing among the parties that would modify, amend, or supplement the terms of the Reviewed Documents as presented to us.

3.7 Governing Law. The Credit Agreement and certain other Reviewed Documents are expressed to be governed by the laws of the State of New York. This opinion does not address, and we express no opinion on, any matter of New York law or the enforceability of any choice-of-law provision. Matters of New York law are addressed by the opinion letter of Calderwood & Harkness LLP delivered concurrently herewith.

3.8 Accuracy of Factual Representations. The factual representations, certifications, and statements contained in the Back-Up Certificate, the Secretary's Certificate, and all other certificates and documents delivered to us are true, correct, and complete in all material respects as of the date hereof, and no fact or circumstance has been disclosed to us or has come to our attention that would render any such representation, certification, or statement inaccurate or incomplete.

3.9 Value Given. Crescent Harbor Bank, N.A. and each of the other Secured Parties have given value within the meaning of Section 1-204 of the Illinois UCC (as defined below) for the security interests granted under the Security Agreement and the IP Security Agreement, and the obligations secured thereby are not subject to any defense, setoff, or counterclaim.

3.10 Filing of Financing Statement. The NMS UCC-1 Financing Statement, in the form examined by us, has been or will be duly filed in the Office of the Secretary of State of the State of Illinois, Springfield, Illinois 62756, and such financing statement, once filed, will accurately and completely set forth the information required by Section 9-502 of the Illinois UCC.

3.11 No Amendment to Organizational Documents. The organizational documents of NMS that have been reviewed by us (including the Articles of Organization and the Operating Agreement) have not been amended, modified, supplemented, restated, or revoked since the date of the copies provided to us, and remain in full force and effect as of the date hereof.

We have also assumed that each of the Reviewed Documents has been entered into for a legitimate business purpose, that the transactions contemplated thereby will be consummated in accordance with the terms of the Reviewed Documents, and that the conduct of the parties thereto will comply with any applicable covenant of good faith and fair dealing.

4. Opinions

Based upon the foregoing, and subject to the assumptions set forth in Section 3 above, the qualifications and limitations set forth in Section 5 below, and the other matters stated herein, we are of the opinion that:

4.1 Due Organization and Good Standing

Nexford Manufacturing Services, LLC is a limited liability company that has been duly organized, is validly existing, and is in good standing under the laws of the State of Illinois. NMS maintains its principal office at 1400 Industrial Parkway, Schaumburg, Illinois 60173. We have based this opinion in part on the Certificate of Good Standing issued by the Office of the Secretary of State of the State of Illinois referred to in Section 2(a) above, and we note that such certificate is of a date prior to the date hereof. We have made no independent inquiry subsequent to the date of such certificate and express no opinion as to any matters subsequent to the date thereof except as of the date hereof.

4.2 Power and Authority

Nexford Manufacturing Services, LLC has all requisite limited liability company power and authority under the Illinois Limited Liability Company Act (805 ILCS 180/1-1 et seq.) and its organizational documents to:

(a) own, lease, and operate its properties and assets and to carry on its business as presently conducted in the State of Illinois;

(b) execute, deliver, and perform its obligations under each of the Illinois Loan Party Documents to which it is a party, including, without limitation, the Guarantee Agreement, the Security Agreement, the IP Security Agreement, the DACAs, and the Intercompany Note; and

(c) grant the security interests and liens in its assets and properties contemplated by the Security Agreement and the IP Security Agreement in favor of the Collateral Agent for the benefit of the Secured Parties.

4.3 Due Authorization

The execution, delivery, and performance by Nexford Manufacturing Services, LLC of each of the Illinois Loan Party Documents to which it is a party, and the granting of the security interests and liens contemplated thereby, have been duly authorized by all necessary limited liability company action on the part of NMS. Without limiting the generality of the foregoing, the NMS Resolutions were duly adopted by the managers and member(s) of NMS in accordance with the Operating Agreement and the Illinois Limited Liability Company Act, and such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof. No further limited liability company action on the part of NMS is required to authorize the execution, delivery, or performance of the Illinois Loan Party Documents or the transactions contemplated thereby.

4.4 Execution and Delivery

Each of the Illinois Loan Party Documents to which Nexford Manufacturing Services, LLC is a party has been duly executed and delivered by NMS. Each such document has been executed by an authorized officer or representative of NMS whose incumbency and authority have been certified by the Secretary's Certificate described in Section 2(e) above.

4.5 Enforceability. Each of the Illinois Loan Party Documents to which Nexford Manufacturing Services, LLC is a party constitutes the legal, valid, and binding obligation of NMS, enforceable against NMS in accordance with its respective terms, subject, however, to the qualifications and limitations set forth in Section 5 below.

4.6 No Conflicts — Illinois Law

The execution, delivery, and performance by NMS of the Illinois Loan Party Documents to which it is a party, and the granting of the security interests and liens contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the Articles of Organization or the Operating Agreement of NMS;

(b) violate any Illinois statute, rule, or regulation applicable to NMS that, in our experience, is typically applicable to transactions of the type contemplated by the Reviewed Documents (it being understood and agreed that we have not made any special investigation of the applicability of any specific Illinois laws or regulations other than those expressly identified herein, and this opinion does not extend to statutes, rules, or regulations applicable to NMS solely by reason of the specific nature of its business, including, without limitation, environmental, health, and safety laws, securities laws, antitrust or trade regulation laws, tax laws, pension or employee benefits laws, or any other specialized regulatory regime); or

(c) result in any breach of, or constitute a default or event of default under, any order, judgment, writ, injunction, or decree of any Illinois state court or Illinois governmental authority known to us to be binding on NMS or any of its properties or assets.

We note that the opinion set forth in this Section 4.6 does not address or cover any contractual obligations of NMS under agreements or instruments to which NMS is a party (other than its organizational documents), as the review of such agreements and instruments is beyond the scope of our engagement.

4.7 No Illinois Governmental Approvals Required

No authorization, approval, consent, license, permit, or order of, or registration, qualification, declaration, or filing with, any governmental authority, agency, board, bureau, commission, department, or instrumentality of the State of Illinois is required for the valid execution, delivery, and performance by NMS of the Illinois Loan Party Documents to which it is a party, or for the creation or perfection of the security interests and liens granted thereunder, except for:

(a) the filing of UCC-1 financing statements (including the NMS UCC-1) with the Office of the Secretary of State of the State of Illinois, as contemplated by the Security Agreement and referred to in Section 4.8 below; and

(b) such other filings and recordings (including any amendments or continuation statements with respect to the NMS UCC-1) as are expressly contemplated by the Reviewed Documents and referred to in the opinions set forth in this Section 4 below.

4.8 Perfection of Security Interests — UCC Article 9 (Illinois)

We are of the opinion, subject to the qualifications and limitations set forth in this opinion letter, with respect to the perfection of security interests granted by NMS under the Security Agreement and the IP Security Agreement, as follows:

Filing-Based Perfection. Upon the proper filing of the NMS UCC-1 Financing Statement with the Office of the Secretary of State of the State of Illinois, naming Nexford Manufacturing Services, LLC as debtor and Crescent Harbor Bank, N.A. as secured party, and provided that such financing statement is in proper form and contains the information required by Section 9-502 of the Uniform Commercial Code as adopted in the State of Illinois (810 ILCS 5/9-101 et seq.) (the "Illinois UCC"), including the legal name of the debtor as set forth on the public organic record filed with the Illinois Secretary of State, a security interest in the personal property collateral of NMS described in the Security Agreement that can be perfected by the filing of a financing statement under Article 9 of the Illinois UCC will be perfected to the extent that such perfection is governed by the law of the State of Illinois. Such perfection will be effective from the date and time of the filing of such financing statement.

Categories of Collateral Perfectable by Filing. The categories of personal property collateral in which a security interest may be perfected by the filing of a UCC-1 financing statement under Article 9 of the Illinois UCC include, without limitation, accounts (as defined in Section 9-102(a)(2) of the Illinois UCC), inventory, equipment, general intangibles (including payment intangibles and software, and including intellectual property to the extent perfectable under the UCC as opposed to under separate federal intellectual property statutes), goods, chattel paper (whether tangible or electronic, subject to control-based perfection for electronic chattel paper), instruments (to the extent perfectable by filing rather than by possession, and subject to the limitations described below), commercial tort claims (to the extent sufficiently described in the financing statement and security agreement), health-care-insurance receivables, and proceeds of any of the foregoing.

NMS as Illinois-Organized LLC. Under Section 9-301(1) of the Illinois UCC, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Under Section 9-307(e) of the Illinois UCC, a registered organization that is organized under the law of a state is located in that state. Because NMS is a limited liability company organized under the laws of the State of Illinois, NMS is located in Illinois for purposes of Article 9 of the Illinois UCC. Accordingly, the law of the State of Illinois governs perfection by filing with respect to personal property collateral of NMS, and the Office of the Secretary of State of the State of Illinois is the correct filing office for UCC-1 financing statements naming NMS as debtor, pursuant to Section 9-501(a)(2) of the Illinois UCC.

Control-Based Perfection. To the extent that deposit accounts of NMS are held at depository institutions and the DACAs have been duly executed by all parties thereto (including NMS, the Collateral Agent, and the applicable depository institution) in compliance with the requirements of Section 9-104 of the Illinois UCC, the Collateral Agent will have "control" of such deposit accounts within the meaning of Section 9-104 of the Illinois UCC, and the security interest in such deposit accounts will be perfected by control in accordance with Section 9-314(a) of the Illinois UCC. We note that a security interest in deposit accounts can only be perfected by control and cannot be perfected by filing a financing statement, pursuant to Section 9-312(b)(1) of the Illinois UCC.

Limitations. This opinion regarding perfection of security interests does not address, and we express no opinion with respect to, the perfection of security interests in:

(i) collateral of types not governed by Article 9 of the Illinois UCC, including, without limitation, interests in real property, fee ownership interests, leasehold interests, or other real property rights;

(ii) real property or fixtures (which are to be addressed by mortgage instruments to be delivered on a post-closing basis in accordance with Section 6.13 of the Credit Agreement, and as to which we express no opinion herein);

(iii) motor vehicles, trailers, or other goods subject to a certificate-of-title statute of the State of Illinois (including the Illinois Vehicle Code, 625 ILCS 5/1-100 et seq.) or of any other applicable jurisdiction, to the extent that perfection of a security interest therein is governed by such certificate-of-title statute rather than by Article 9 of the Illinois UCC;

(iv) intellectual property to the extent that perfection of a security interest therein requires filing with the United States Patent and Trademark Office (the "USPTO") or the United States Copyright Office, or is otherwise governed by federal law (including, without limitation, patents, patent applications, registered trademarks, trademark applications, registered copyrights, and copyright applications);

(v) letter-of-credit rights, to the extent that perfection of a security interest therein requires "control" as defined in Section 9-107 of the Illinois UCC, except to the extent that such letter-of-credit rights constitute supporting obligations of collateral in which a security interest has been perfected;

(vi) electronic chattel paper, to the extent that perfection by control under Section 9-105 of the Illinois UCC is required or is relevant to the priority of the security interest; and

(vii) any property in which a security interest is excluded from the scope of the Security Agreement or the IP Security Agreement, whether by definition, exclusion, or otherwise.

4.9 Priority. We do not express any opinion as to the priority of the security interests created under the Security Agreement or the IP Security Agreement relative to any other security interests, liens, claims, or encumbrances in or on the collateral of NMS, other than to note that upon due filing of the NMS UCC-1 Financing Statement with the Office of the Secretary of State of the State of Illinois, the security interest of the Collateral Agent in the personal property collateral of NMS described in the Security Agreement (to the extent perfectable by filing under the Illinois UCC) will be perfected, and, subject to (a) the rights of prior perfected secured parties having a security interest in the same collateral that was perfected by filing or otherwise at an earlier date, (b) the rights of statutory priority claimants under applicable Illinois or federal law (including, without limitation, purchase money security interests under Section 9-324 of the Illinois UCC, lien creditors, and holders of possessory liens or statutory liens), and (c) the other qualifications and limitations set forth in this opinion letter, such security interest will have priority as a perfected security interest under the Illinois UCC determined by the date and time of such filing. We note that the UCC Search Results described in Section 2(f) above reflect certain prior UCC filings against NMS, and we express no opinion as to the effect or priority of such prior filings.

5. Qualifications and Limitations

The opinions set forth in Section 4 above are subject to, and limited and qualified by, the following:

5.1 Enforceability Qualifications

The opinions expressed herein as to the enforceability of the Illinois Loan Party Documents against NMS are subject to and limited by:

(a) Bankruptcy and Insolvency Laws. Applicable bankruptcy, insolvency, reorganization, moratorium, receivership, assignment for the benefit of creditors, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability relating to or affecting creditors' rights and remedies generally, including, without limitation, the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.), the Illinois Assignment for the Benefit of Creditors Act, and any other applicable state or federal insolvency laws, as any of the foregoing may be amended, supplemented, or superseded from time to time.

(b) Equitable Principles. General principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the discretion of the court before which any proceeding may be brought. We note that equitable principles may, among other things, (i) restrict the availability of specific performance, injunctive relief, or other equitable remedies, (ii) limit the enforceability of provisions imposing penalties, forfeitures, late charges, or liquidated damages that a court of competent jurisdiction determines to be unreasonable or disproportionate, (iii) affect the enforceability of provisions purporting to waive rights that are not waivable as a matter of law, and (iv) require mitigation of damages.

(c) Implied Covenant of Good Faith and Fair Dealing. The implied covenant of good faith and fair dealing under Illinois law, which may be applied by a court of competent jurisdiction to limit or qualify the exercise of rights and remedies under the Illinois Loan Party Documents, notwithstanding the express terms thereof.

(d) Limitations on Indemnification and Contribution. The potential unenforceability of provisions relating to indemnification, contribution, or exculpation to the extent that such provisions are found by a court of competent jurisdiction to (i) violate the public policy of the State of Illinois, (ii) contravene applicable statutory limitations, including, without limitation, limitations arising under Illinois securities laws, (iii) purport to indemnify a party against losses arising from its own gross negligence, willful misconduct, fraud, or bad faith, or (iv) be otherwise unenforceable under applicable law.

(e) Fraudulent Transfer Limitations. The possible avoidance or limitation of the guarantee obligations of NMS under the Guarantee Agreement and the security interests granted by NMS under the Security Agreement and the IP Security Agreement under applicable fraudulent transfer or fraudulent conveyance statutes, including, without limitation, the Illinois Uniform Fraudulent Transfer Act (740 ILCS 160/1 et seq.), or any successor statute thereto (including the Uniform Voidable Transactions Act, to the extent adopted in Illinois), and Sections 544 and 548 of the United States Bankruptcy Code, to the extent that NMS did not receive reasonably equivalent value or fair consideration in exchange for the incurrence of such guarantee obligations or the granting of such security interests and was insolvent at the time of, or was rendered insolvent by, the incurrence of such obligations or the granting of such security interests, or was left with unreasonably small capital, or intended to incur or believed it would incur debts beyond its ability to pay as they became due.

5.2 UCC Qualifications

The opinions expressed herein with respect to the perfection of security interests under the Illinois UCC are further subject to and limited by:

(a) Continuation Statements. The requirement that continuation statements must be filed within the time period prescribed by Section 9-515 of the Illinois UCC — specifically, within six (6) months prior to the expiration of the initial five-year effectiveness period of the NMS UCC-1 Financing Statement, and within six (6) months prior to the expiration of each subsequent five-year period thereafter — in order to maintain the effectiveness of the financing statement and the perfection of the security interest.

(b) Unauthorized Amendments or Termination. The effect of any future amendment to, or termination of, the NMS UCC-1 Financing Statement that is not authorized by the Collateral Agent, including, without limitation, the filing of any unauthorized termination statement, amendment, or assignment by or on behalf of NMS or any other person, which could result in the lapse of perfection or the impairment of the Collateral Agent's security interest.

(c) Changes in Debtor Name, Structure, or Jurisdiction. Possible changes in the name, organizational structure, identity, or jurisdiction of organization of NMS that would require amendments to the financing statement under Section 9-507(c) of the Illinois UCC, including, without limitation, (i) a change in the legal name of NMS, (ii) a merger, conversion, or domestication of NMS into or as an entity organized in another jurisdiction, or (iii) any other change that would make the filed financing statement seriously misleading under Section 9-506 of the Illinois UCC, in each case unless appropriate amendments or new financing statements are filed within the time periods prescribed by the Illinois UCC.

(d) Buyers in Ordinary Course of Business. The rights of buyers in ordinary course of business under Section 9-320(a) of the Illinois UCC, who take free of a security interest created by the seller of such goods, even if the security interest is perfected and the buyer knows of its existence, and the rights of buyers described in Section 9-320(b) of the Illinois UCC who purchase goods from a person who used or bought the goods for use primarily for personal, family, or household purposes.

(e) Proceeds. The effect of Section 9-315 of the Illinois UCC with respect to the continuation of perfection in proceeds of collateral, including, without limitation, the requirement that a security interest in identifiable proceeds is perfected automatically for twenty (20) days after attachment, but may cease to be perfected thereafter unless the conditions set forth in Section 9-315(d) of the Illinois UCC are satisfied (including, without limitation, that the proceeds are identifiable cash proceeds or that a filed financing statement covers the original collateral and the proceeds are of a type that would be covered by such financing statement).

(f) Non-Article 9 Collateral. We express no opinion as to the creation, validity, attachment, enforceability, or perfection of security interests in any collateral that is not subject to Article 9 of the Illinois UCC, including, without limitation, real property interests, interests in insurance policies (other than as proceeds of other collateral), and interests in property governed by other statutory regimes.

(g) After-Acquired Collateral. We express no opinion as to any collateral acquired by NMS after the date hereof, except to the extent that (i) such after-acquired collateral falls within the description of collateral contained in the filed NMS UCC-1 Financing Statement and the Security Agreement, (ii) such after-acquired collateral is of a type in which a security interest may be perfected by the filing of a financing statement under Article 9 of the Illinois UCC, and (iii) the security interest in such after-acquired collateral attaches in accordance with Section 9-203 of the Illinois UCC (including that value has been given, the debtor has rights in the collateral or the power to transfer rights in the collateral, and the other applicable requirements of Section 9-203 have been met).

5.3 Scope Limitations

This opinion letter is limited solely to the laws of the State of Illinois that are in effect as of the date hereof and, to the limited extent expressly set forth herein, the applicable provisions of the Illinois Uniform Commercial Code (810 ILCS 5/1-101 et seq.). We express no opinion as to the laws of any other jurisdiction, including, without limitation:

(a) the federal laws of the United States of America, including, without limitation, federal securities laws, federal banking laws, federal antitrust or trade regulation laws, and federal intellectual property laws;

(b) the laws of the State of New York (which govern the Credit Agreement and certain of the other Loan Documents), matters of New York law being addressed by the opinion letter of Calderwood & Harkness LLP delivered concurrently herewith;

(c) the laws of the State of Delaware (which is the jurisdiction of organization of the Borrower), matters of Delaware law being addressed by separate opinion letters delivered concurrently herewith; and

(d) the laws of any other state or foreign jurisdiction.

Without limiting the generality of the foregoing, we express no opinion as to compliance with or the effect of any of the following laws, rules, or regulations:

(i) securities laws (whether federal or state), including the Securities Act of 1933, the Securities Exchange Act of 1934, and the Illinois Securities Law of 1953 (815 ILCS 5/1 et seq.);

(ii) antitrust or trade regulation laws (whether federal or state);

(iii) tax laws (whether federal, state, or local), including the Internal Revenue Code of 1986, as amended;

(iv) environmental laws (whether federal or state), including the Comprehensive Environmental Response, Compensation, and Liability Act and the Illinois Environmental Protection Act;

(v) pension or employee benefit laws (whether federal or state), including the Employee Retirement Income Security Act of 1974 ("ERISA") and the regulations promulgated thereunder;

(vi) patent, trademark, or copyright laws (whether federal or state), other than as expressly reflected in the UCC perfection opinions set forth in Section 4.8 above;

(vii) laws, rules, or regulations of any federal governmental authority or any governmental authority of any state other than the State of Illinois; and

(viii) any rules, regulations, or orders of any self-regulatory organization.

This opinion letter addresses only the matters expressly set forth herein, and no opinion is to be implied or inferred beyond the matters expressly stated herein. The rendering of the opinions expressed herein does not constitute a guarantee or assurance of any particular result in any litigation, arbitration, or other proceeding.

5.4 Knowledge Qualification

As used in this opinion letter, the expressions "known to us," "to our knowledge," "of which we are aware," and words or phrases of similar import refer solely to the actual, current knowledge, as of the date hereof, of Robert Kimura, the partner at Hargrove & Whitmore LLP who has been principally responsible for overseeing this matter and the preparation of this opinion letter. We have not undertaken any independent investigation or inquiry for the purpose of rendering this opinion letter beyond the review of the documents, instruments, records, and certificates specifically described in Sections 1 and 2 above, and no inference as to our knowledge of any matters bearing on the opinions expressed herein should be drawn from the fact of our representation of NMS or the Borrower or any of their affiliates.

6. Reliance and Benefit

This opinion letter is delivered solely for the benefit of Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement, the Lenders party to the Credit Agreement, and each other Secured Party as defined in the Credit Agreement (collectively, the "Opinion Recipients"). This opinion letter is delivered pursuant to the express requirements of Section 4.01(h)(iv) of the Credit Agreement and may not be relied upon by any person other than the Opinion Recipients, or for any purpose other than in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, without the prior written consent of Hargrove & Whitmore LLP. Without limiting the foregoing, this opinion letter may not be quoted, cited, or referred to in any document or communication, and may not be furnished to any other person or entity, without our prior written consent, except that (a) any Opinion Recipient may furnish a copy of this opinion letter to any assignee or participant in the Term Loan B Facility in accordance with the terms of the Credit Agreement, and any such assignee or participant may rely on this opinion letter as if it were an addressee hereof, and (b) this opinion letter may be disclosed as required by applicable law, regulation, or court order.

This opinion letter is rendered as of the date hereof and speaks only as of the date hereof. We assume no obligation to advise you or any other person of, or to update or supplement this opinion letter to reflect, any changes in law, regulation, or interpretation, or any changes in facts or circumstances, occurring or coming to our attention after the date hereof, regardless of whether such changes may affect the opinions expressed herein.

7. Governing Law of This Opinion Letter

This opinion letter shall be governed by, and construed in accordance with, the laws of the State of Illinois (without giving effect to any choice-of-law or conflict-of-law rules that would cause the application of the laws of any jurisdiction other than the State of Illinois). The interpretation of the opinions and statements expressed herein shall be determined in accordance with the customary practice of lawyers in the State of Illinois who regularly render and receive such opinion letters, and this opinion letter should be read in conjunction with the report of the Legal Opinion Committee of the American Bar Association's Business Law Section entitled Legal Opinion Principles (2018) and the Third-Party Legal Opinion Report, Including the Legal Opinion Accord, of the Section of Business Law, American Bar Association (1991), to the extent not inconsistent with the express terms hereof.

[Remainder of page intentionally left blank; signature page follows.]

[Signature Page to Legal Opinion of Hargrove & Whitmore LLP]

Very truly yours,

HARGROVE & WHITMORE LLP

By: ________

Robert Kimura, Partner

233 South Wacker Drive, Suite 4500 Chicago, Illinois 60606 Telephone: (312) 555-7800

Email: rkimura@hargrovewhitmore.com

cc (via electronic mail and overnight courier):

Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173

Attention: David Engstrom, General Counsel & Corporate Secretary

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Attention: Claudia Merritt / Marcus Leung

Whitfield & Gage LLP 51 West 52nd Street New York, New York 10019

Attention: Margaret Ashby / Jonathan Ferris

CONFIDENTIAL — This opinion letter is furnished solely for the benefit of the addressee and the other Opinion Recipients identified herein and may not be relied upon by, or distributed or disclosed to, any other person without the prior written consent of Hargrove & Whitmore LLP, except as expressly provided herein.

HARGROVE & WHITMORE LLP Attorneys at Law
233 South Wacker Drive, Suite 4500 Chicago, Illinois 60606
Telephone: (312) 555-7800 Facsimile: (312) 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: Legal Opinion of Hargrove & Whitmore LLP — Illinois Law Enforceability and Perfection Opinion in Connection with the $1,400,000,000 Senior Secured Term Loan B Credit Facility of Nexford Industrial Holdings Inc.
Ladies and Gentlemen:
We have acted as special Illinois counsel to Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), and Nexford Manufacturing Services, LLC, an Illinois limited liability company ("NMS"), a Subsidiary Guarantor under the Credit Agreement (as defined below), in connection with the transactions contemplated by the Reviewed Documents (as defined below). We have been engaged by Calderwood & Harkness LLP, counsel to the Borrower, to deliver this opinion letter in connection with the Credit Agreement described herein. This opinion is being delivered to you pursuant to the requirements of Section 4.01(h)(iv) of the Credit Agreement as a condition precedent to the initial borrowing under the Credit Agreement on the date hereof. This opinion letter is also delivered for the benefit of each of the Lenders party to the Credit Agreement and each other Secured Party (as defined in the Credit Agreement).
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
1. Transaction Documents Examined
In rendering the opinions set forth herein, we have examined the following documents (collectively, the "Loan Documents" or "Transaction Documents"):
1.  Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the several banks and other financial institutions and lenders party thereto from time to time (collectively, the "Lenders"), providing for a senior secured term loan B facility in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility").
2.  Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which NMS and the other Guarantors have jointly and severally guaranteed the Borrower's obligations under the Credit Agreement and the other Loan Documents.
3.  Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Borrower, the Guarantors party thereto (including NMS), and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which NMS and the other grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in substantially all of their personal property assets as more fully described therein.
4.  intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"), among the Borrower, the Guarantors party thereto (including NMS), and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, granting to the Collateral Agent a security interest in certain patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, and related intellectual property, as more fully described therein.
5.  UCC-1 Financing Statement in the form to be filed with the Office of the Secretary of State of the State of Illinois, naming Nexford Manufacturing Services, LLC as Debtor and Crescent Harbor Bank, N.A. as Secured Party (the "NMS UCC-1").
6.  Deposit Account Control Agreements dated as of March 28, 2025 (collectively, the "DACAs"), entered into by and among Nexford Manufacturing Services, LLC, Crescent Harbor Bank, N.A., as Collateral Agent, and the applicable depository institutions, with respect to the operating deposit accounts of NMS maintained at such depository institutions.
7.  Intercompany Note dated as of March 28, 2025 (the "Intercompany Note"), issued by the Borrower to NMS and pledged to Crescent Harbor Bank, N.A. as Collateral Agent pursuant to the Security Agreement.
Items 2 through 7 above are collectively referred to herein as the "Illinois Loan Party Documents." The Credit Agreement and the Illinois Loan Party Documents are collectively referred to herein as the "Reviewed Documents."
2. Other Documents and Records Examined
In addition to the Reviewed Documents, we have also examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, records, and certificates:
(a) A Certificate of Good Standing for Nexford Manufacturing Services, LLC issued by the Office of the Secretary of State of the State of Illinois, dated March 24, 2025 (i.e., within five (5) business days of the date hereof).
(b) A certified copy of the Articles of Organization of Nexford Manufacturing Services, LLC, as filed with and certified by the Office of the Secretary of State of the State of Illinois.
(c) The Operating Agreement of Nexford Manufacturing Services, LLC, dated as of June 15, 2018, as amended by that certain First Amendment to Operating Agreement dated as of February 3, 2021, and as further amended by that certain Second Amendment to Operating Agreement dated as of November 12, 2023 (collectively, the "Operating Agreement").
(d) Resolutions of the managers and member(s) of Nexford Manufacturing Services, LLC, duly adopted by written consent dated as of March 25, 2025, authorizing the execution and delivery by NMS of the Reviewed Documents to which it is a party and the performance by NMS of its obligations thereunder, including the granting of guarantees and security interests contemplated thereby (the "NMS Resolutions").
(e) A Secretary's/Authorized Person's Certificate of Nexford Manufacturing Services, LLC, dated as of March 28, 2025, executed by the authorized representative of NMS, certifying as to the incumbency of officers and authorized signatories, the authenticity and completeness of the NMS Resolutions, and the accuracy and completeness of the attached organizational documents of NMS (the "Secretary's Certificate").
(f) UCC search results obtained from the Office of the Secretary of State of the State of Illinois with respect to Nexford Manufacturing Services, LLC, as debtor, reflecting filings of record as of the close of business on March 21, 2025 (the "UCC Search Results"). The principal office of NMS is located at 1400 Industrial Parkway, Schaumburg, Illinois 60173.
(g) An Officer's Certificate and Opinion Back-Up Certificate of the Borrower, dated as of March 28, 2025, executed by David Engstrom, General Counsel & Corporate Secretary of the Borrower, providing certain factual representations upon which this opinion letter relies (the "Back-Up Certificate").
(h) Such other documents, instruments, records, certificates, and matters of law as we have deemed necessary or appropriate for the purpose of rendering the opinions expressed herein.
3. Assumptions
In rendering the opinions set forth below, we have assumed the following, in each case without independent investigation or verification, and no opinion is expressed with respect to any of the following matters:
3.1 Genuineness and Authenticity. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies conform to the authentic originals thereof. All signatures on all documents examined by us are genuine, and the persons executing such documents had the legal capacity to do so. All certificates issued by public officials are accurate as of the date thereof and have not been revoked, superseded, or modified.
3.2 Capacity of Other Parties. Each party to the Reviewed Documents (other than Nexford Manufacturing Services, LLC, as to which we opine below) has been duly organized or formed, is validly existing and in good standing under the laws of the jurisdiction of its organization or formation, and has all requisite corporate, limited liability company, partnership, or other organizational power, authority, and legal right to execute, deliver, and perform its respective obligations under each of the Reviewed Documents to which such party is a party.
3.3 Due Authorization by Other Parties. The execution, delivery, and performance of the Reviewed Documents by each party thereto (other than NMS) has been duly authorized by all necessary corporate, limited liability company, partnership, or other organizational action on the part of such party, and no further action or approval is required on the part of such party to authorize the same.
3.4 Due Execution by Other Parties. Each of the Reviewed Documents has been duly executed and delivered by each party thereto (other than NMS) by persons authorized to execute such documents on behalf of such party.
3.5 Enforceability Against Other Parties. Each of the Reviewed Documents constitutes the legal, valid, and binding obligation of each party thereto (other than NMS), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
3.6 No Fraud, Duress, or Mutual Mistake. None of the Reviewed Documents was entered into by any party thereto under circumstances constituting fraud, duress, undue influence, or mutual mistake, and there are no oral or written agreements, understandings, or courses of dealing among the parties that would modify, amend, or supplement the terms of the Reviewed Documents as presented to us.
3.7 Governing Law. The Credit Agreement and certain other Reviewed Documents are expressed to be governed by the laws of the State of New York. This opinion does not address, and we express no opinion on, any matter of New York law or the enforceability of any choice-of-law provision. Matters of New York law are addressed by the opinion letter of Calderwood & Harkness LLP delivered concurrently herewith.
3.8 Accuracy of Factual Representations. The factual representations, certifications, and statements contained in the Back-Up Certificate, the Secretary's Certificate, and all other certificates and documents delivered to us are true, correct, and complete in all material respects as of the date hereof, and no fact or circumstance has been disclosed to us or has come to our attention that would render any such representation, certification, or statement inaccurate or incomplete.
3.9 Value Given. Crescent Harbor Bank, N.A. and each of the other Secured Parties have given value within the meaning of Section 1-204 of the Illinois UCC (as defined below) for the security interests granted under the Security Agreement and the IP Security Agreement, and the obligations secured thereby are not subject to any defense, setoff, or counterclaim.
3.10 Filing of Financing Statement. The NMS UCC-1 Financing Statement, in the form examined by us, has been or will be duly filed in the Office of the Secretary of State of the State of Illinois, Springfield, Illinois 62756, and such financing statement, once filed, will accurately and completely set forth the information required by Section 9-502 of the Illinois UCC.
3.11 No Amendment to Organizational Documents. The organizational documents of NMS that have been reviewed by us (including the Articles of Organization and the Operating Agreement) have not been amended, modified, supplemented, restated, or revoked since the date of the copies provided to us, and remain in full force and effect as of the date hereof.
We have also assumed that each of the Reviewed Documents has been entered into for a legitimate business purpose, that the transactions contemplated thereby will be consummated in accordance with the terms of the Reviewed Documents, and that the conduct of the parties thereto will comply with any applicable covenant of good faith and fair dealing.
4. Opinions
Based upon the foregoing, and subject to the assumptions set forth in Section 3 above, the qualifications and limitations set forth in Section 5 below, and the other matters stated herein, we are of the opinion that:
4.1 Due Organization and Good Standing
Nexford Manufacturing Services, LLC is a limited liability company that has been duly organized, is validly existing, and is in good standing under the laws of the State of Illinois. NMS maintains its principal office at 1400 Industrial Parkway, Schaumburg, Illinois 60173. We have based this opinion in part on the Certificate of Good Standing issued by the Office of the Secretary of State of the State of Illinois referred to in Section 2(a) above, and we note that such certificate is of a date prior to the date hereof. We have made no independent inquiry subsequent to the date of such certificate and express no opinion as to any matters subsequent to the date thereof except as of the date hereof.
4.2 Power and Authority
Nexford Manufacturing Services, LLC has all requisite limited liability company power and authority under the Illinois Limited Liability Company Act (805 ILCS 180/1-1 et seq.) and its organizational documents to:
(a) own, lease, and operate its properties and assets and to carry on its business as presently conducted in the State of Illinois;
(b) execute, deliver, and perform its obligations under each of the Illinois Loan Party Documents to which it is a party, including, without limitation, the Guarantee Agreement, the Security Agreement, the IP Security Agreement, the DACAs, and the Intercompany Note; and
(c) grant the security interests and liens in its assets and properties contemplated by the Security Agreement and the IP Security Agreement in favor of the Collateral Agent for the benefit of the Secured Parties.
4.3 Due Authorization
The execution, delivery, and performance by Nexford Manufacturing Services, LLC of each of the Illinois Loan Party Documents to which it is a party, and the granting of the security interests and liens contemplated thereby, have been duly authorized by all necessary limited liability company action on the part of NMS. Without limiting the generality of the foregoing, the NMS Resolutions were duly adopted by the managers and member(s) of NMS in accordance with the Operating Agreement and the Illinois Limited Liability Company Act, and such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof. No further limited liability company action on the part of NMS is required to authorize the execution, delivery, or performance of the Illinois Loan Party Documents or the transactions contemplated thereby.
4.4 Execution and Delivery
Each of the Illinois Loan Party Documents to which Nexford Manufacturing Services, LLC is a party has been duly executed and delivered by NMS. Each such document has been executed by an authorized officer or representative of NMS whose incumbency and authority have been certified by the Secretary's Certificate described in Section 2(e) above.
4.5 Enforceability.  Each of the Illinois Loan Party Documents to which Nexford Manufacturing Services, LLC is a party constitutes the legal, valid, and binding obligation of NMS, enforceable against NMS in accordance with its respective terms, subject, however, to the qualifications and limitations set forth in Section 5 below.
4.6 No Conflicts — Illinois Law
The execution, delivery, and performance by NMS of the Illinois Loan Party Documents to which it is a party, and the granting of the security interests and liens contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Articles of Organization or the Operating Agreement of NMS;
(b) violate any Illinois statute, rule, or regulation applicable to NMS that, in our experience, is typically applicable to transactions of the type contemplated by the Reviewed Documents (it being understood and agreed that we have not made any special investigation of the applicability of any specific Illinois laws or regulations other than those expressly identified herein, and this opinion does not extend to statutes, rules, or regulations applicable to NMS solely by reason of the specific nature of its business, including, without limitation, environmental, health, and safety laws, securities laws, antitrust or trade regulation laws, tax laws, pension or employee benefits laws, or any other specialized regulatory regime); or
(c) result in any breach of, or constitute a default or event of default under, any order, judgment, writ, injunction, or decree of any Illinois state court or Illinois governmental authority known to us to be binding on NMS or any of its properties or assets.
We note that the opinion set forth in this Section 4.6 does not address or cover any contractual obligations of NMS under agreements or instruments to which NMS is a party (other than its organizational documents), as the review of such agreements and instruments is beyond the scope of our engagement.
4.7 No Illinois Governmental Approvals Required
No authorization, approval, consent, license, permit, or order of, or registration, qualification, declaration, or filing with, any governmental authority, agency, board, bureau, commission, department, or instrumentality of the State of Illinois is required for the valid execution, delivery, and performance by NMS of the Illinois Loan Party Documents to which it is a party, or for the creation or perfection of the security interests and liens granted thereunder, except for:
(a) the filing of UCC-1 financing statements (including the NMS UCC-1) with the Office of the Secretary of State of the State of Illinois, as contemplated by the Security Agreement and referred to in Section 4.8 below; and
(b) such other filings and recordings (including any amendments or continuation statements with respect to the NMS UCC-1) as are expressly contemplated by the Reviewed Documents and referred to in the opinions set forth in this Section 4 below.
4.8 Perfection of Security Interests — UCC Article 9 (Illinois)
We are of the opinion, subject to the qualifications and limitations set forth in this opinion letter, with respect to the perfection of security interests granted by NMS under the Security Agreement and the IP Security Agreement, as follows:
Filing-Based Perfection. Upon the proper filing of the NMS UCC-1 Financing Statement with the Office of the Secretary of State of the State of Illinois, naming Nexford Manufacturing Services, LLC as debtor and Crescent Harbor Bank, N.A. as secured party, and provided that such financing statement is in proper form and contains the information required by Section 9-502 of the Uniform Commercial Code as adopted in the State of Illinois (810 ILCS 5/9-101 et seq.) (the "Illinois UCC"), including the legal name of the debtor as set forth on the public organic record filed with the Illinois Secretary of State, a security interest in the personal property collateral of NMS described in the Security Agreement that can be perfected by the filing of a financing statement under Article 9 of the Illinois UCC will be perfected to the extent that such perfection is governed by the law of the State of Illinois. Such perfection will be effective from the date and time of the filing of such financing statement.
Categories of Collateral Perfectable by Filing. The categories of personal property collateral in which a security interest may be perfected by the filing of a UCC-1 financing statement under Article 9 of the Illinois UCC include, without limitation, accounts (as defined in Section 9-102(a)(2) of the Illinois UCC), inventory, equipment, general intangibles (including payment intangibles and software, and including intellectual property to the extent perfectable under the UCC as opposed to under separate federal intellectual property statutes), goods, chattel paper (whether tangible or electronic, subject to control-based perfection for electronic chattel paper), instruments (to the extent perfectable by filing rather than by possession, and subject to the limitations described below), commercial tort claims (to the extent sufficiently described in the financing statement and security agreement), health-care-insurance receivables, and proceeds of any of the foregoing.
NMS as Illinois-Organized LLC. Under Section 9-301(1) of the Illinois UCC, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Under Section 9-307(e) of the Illinois UCC, a registered organization that is organized under the law of a state is located in that state. Because NMS is a limited liability company organized under the laws of the State of Illinois, NMS is located in Illinois for purposes of Article 9 of the Illinois UCC. Accordingly, the law of the State of Illinois governs perfection by filing with respect to personal property collateral of NMS, and the Office of the Secretary of State of the State of Illinois is the correct filing office for UCC-1 financing statements naming NMS as debtor, pursuant to Section 9-501(a)(2) of the Illinois UCC.
Control-Based Perfection. To the extent that deposit accounts of NMS are held at depository institutions and the DACAs have been duly executed by all parties thereto (including NMS, the Collateral Agent, and the applicable depository institution) in compliance with the requirements of Section 9-104 of the Illinois UCC, the Collateral Agent will have "control" of such deposit accounts within the meaning of Section 9-104 of the Illinois UCC, and the security interest in such deposit accounts will be perfected by control in accordance with Section 9-314(a) of the Illinois UCC. We note that a security interest in deposit accounts can only be perfected by control and cannot be perfected by filing a financing statement, pursuant to Section 9-312(b)(1) of the Illinois UCC.
Limitations. This opinion regarding perfection of security interests does not address, and we express no opinion with respect to, the perfection of security interests in:
(i) collateral of types not governed by Article 9 of the Illinois UCC, including, without limitation, interests in real property, fee ownership interests, leasehold interests, or other real property rights;
(ii) real property or fixtures (which are to be addressed by mortgage instruments to be delivered on a post-closing basis in accordance with Section 6.13 of the Credit Agreement, and as to which we express no opinion herein);
(iii) motor vehicles, trailers, or other goods subject to a certificate-of-title statute of the State of Illinois (including the Illinois Vehicle Code, 625 ILCS 5/1-100 et seq.) or of any other applicable jurisdiction, to the extent that perfection of a security interest therein is governed by such certificate-of-title statute rather than by Article 9 of the Illinois UCC;
(iv) intellectual property to the extent that perfection of a security interest therein requires filing with the United States Patent and Trademark Office (the "USPTO") or the United States Copyright Office, or is otherwise governed by federal law (including, without limitation, patents, patent applications, registered trademarks, trademark applications, registered copyrights, and copyright applications);
(v) letter-of-credit rights, to the extent that perfection of a security interest therein requires "control" as defined in Section 9-107 of the Illinois UCC, except to the extent that such letter-of-credit rights constitute supporting obligations of collateral in which a security interest has been perfected;
(vi) electronic chattel paper, to the extent that perfection by control under Section 9-105 of the Illinois UCC is required or is relevant to the priority of the security interest; and
(vii) any property in which a security interest is excluded from the scope of the Security Agreement or the IP Security Agreement, whether by definition, exclusion, or otherwise.
4.9 Priority.  We do not express any opinion as to the priority of the security interests created under the Security Agreement or the IP Security Agreement relative to any other security interests, liens, claims, or encumbrances in or on the collateral of NMS, other than to note that upon due filing of the NMS UCC-1 Financing Statement with the Office of the Secretary of State of the State of Illinois, the security interest of the Collateral Agent in the personal property collateral of NMS described in the Security Agreement (to the extent perfectable by filing under the Illinois UCC) will be perfected, and, subject to (a) the rights of prior perfected secured parties having a security interest in the same collateral that was perfected by filing or otherwise at an earlier date, (b) the rights of statutory priority claimants under applicable Illinois or federal law (including, without limitation, purchase money security interests under Section 9-324 of the Illinois UCC, lien creditors, and holders of possessory liens or statutory liens), and (c) the other qualifications and limitations set forth in this opinion letter, such security interest will have priority as a perfected security interest under the Illinois UCC determined by the date and time of such filing. We note that the UCC Search Results described in Section 2(f) above reflect certain prior UCC filings against NMS, and we express no opinion as to the effect or priority of such prior filings.
5. Qualifications and Limitations
The opinions set forth in Section 4 above are subject to, and limited and qualified by, the following:
5.1 Enforceability Qualifications
The opinions expressed herein as to the enforceability of the Illinois Loan Party Documents against NMS are subject to and limited by:
(a) Bankruptcy and Insolvency Laws. Applicable bankruptcy, insolvency, reorganization, moratorium, receivership, assignment for the benefit of creditors, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability relating to or affecting creditors' rights and remedies generally, including, without limitation, the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.), the Illinois Assignment for the Benefit of Creditors Act, and any other applicable state or federal insolvency laws, as any of the foregoing may be amended, supplemented, or superseded from time to time.
(b) Equitable Principles. General principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the discretion of the court before which any proceeding may be brought. We note that equitable principles may, among other things, (i) restrict the availability of specific performance, injunctive relief, or other equitable remedies, (ii) limit the enforceability of provisions imposing penalties, forfeitures, late charges, or liquidated damages that a court of competent jurisdiction determines to be unreasonable or disproportionate, (iii) affect the enforceability of provisions purporting to waive rights that are not waivable as a matter of law, and (iv) require mitigation of damages.
(c) Implied Covenant of Good Faith and Fair Dealing. The implied covenant of good faith and fair dealing under Illinois law, which may be applied by a court of competent jurisdiction to limit or qualify the exercise of rights and remedies under the Illinois Loan Party Documents, notwithstanding the express terms thereof.
(d) Limitations on Indemnification and Contribution. The potential unenforceability of provisions relating to indemnification, contribution, or exculpation to the extent that such provisions are found by a court of competent jurisdiction to (i) violate the public policy of the State of Illinois, (ii) contravene applicable statutory limitations, including, without limitation, limitations arising under Illinois securities laws, (iii) purport to indemnify a party against losses arising from its own gross negligence, willful misconduct, fraud, or bad faith, or (iv) be otherwise unenforceable under applicable law.
(e) Fraudulent Transfer Limitations. The possible avoidance or limitation of the guarantee obligations of NMS under the Guarantee Agreement and the security interests granted by NMS under the Security Agreement and the IP Security Agreement under applicable fraudulent transfer or fraudulent conveyance statutes, including, without limitation, the Illinois Uniform Fraudulent Transfer Act (740 ILCS 160/1 et seq.), or any successor statute thereto (including the Uniform Voidable Transactions Act, to the extent adopted in Illinois), and Sections 544 and 548 of the United States Bankruptcy Code, to the extent that NMS did not receive reasonably equivalent value or fair consideration in exchange for the incurrence of such guarantee obligations or the granting of such security interests and was insolvent at the time of, or was rendered insolvent by, the incurrence of such obligations or the granting of such security interests, or was left with unreasonably small capital, or intended to incur or believed it would incur debts beyond its ability to pay as they became due.
5.2 UCC Qualifications
The opinions expressed herein with respect to the perfection of security interests under the Illinois UCC are further subject to and limited by:
(a) Continuation Statements. The requirement that continuation statements must be filed within the time period prescribed by Section 9-515 of the Illinois UCC — specifically, within six (6) months prior to the expiration of the initial five-year effectiveness period of the NMS UCC-1 Financing Statement, and within six (6) months prior to the expiration of each subsequent five-year period thereafter — in order to maintain the effectiveness of the financing statement and the perfection of the security interest.
(b) Unauthorized Amendments or Termination. The effect of any future amendment to, or termination of, the NMS UCC-1 Financing Statement that is not authorized by the Collateral Agent, including, without limitation, the filing of any unauthorized termination statement, amendment, or assignment by or on behalf of NMS or any other person, which could result in the lapse of perfection or the impairment of the Collateral Agent's security interest.
(c) Changes in Debtor Name, Structure, or Jurisdiction. Possible changes in the name, organizational structure, identity, or jurisdiction of organization of NMS that would require amendments to the financing statement under Section 9-507(c) of the Illinois UCC, including, without limitation, (i) a change in the legal name of NMS, (ii) a merger, conversion, or domestication of NMS into or as an entity organized in another jurisdiction, or (iii) any other change that would make the filed financing statement seriously misleading under Section 9-506 of the Illinois UCC, in each case unless appropriate amendments or new financing statements are filed within the time periods prescribed by the Illinois UCC.
(d) Buyers in Ordinary Course of Business. The rights of buyers in ordinary course of business under Section 9-320(a) of the Illinois UCC, who take free of a security interest created by the seller of such goods, even if the security interest is perfected and the buyer knows of its existence, and the rights of buyers described in Section 9-320(b) of the Illinois UCC who purchase goods from a person who used or bought the goods for use primarily for personal, family, or household purposes.
(e) Proceeds. The effect of Section 9-315 of the Illinois UCC with respect to the continuation of perfection in proceeds of collateral, including, without limitation, the requirement that a security interest in identifiable proceeds is perfected automatically for twenty (20) days after attachment, but may cease to be perfected thereafter unless the conditions set forth in Section 9-315(d) of the Illinois UCC are satisfied (including, without limitation, that the proceeds are identifiable cash proceeds or that a filed financing statement covers the original collateral and the proceeds are of a type that would be covered by such financing statement).
(f) Non-Article 9 Collateral. We express no opinion as to the creation, validity, attachment, enforceability, or perfection of security interests in any collateral that is not subject to Article 9 of the Illinois UCC, including, without limitation, real property interests, interests in insurance policies (other than as proceeds of other collateral), and interests in property governed by other statutory regimes.
(g) After-Acquired Collateral. We express no opinion as to any collateral acquired by NMS after the date hereof, except to the extent that (i) such after-acquired collateral falls within the description of collateral contained in the filed NMS UCC-1 Financing Statement and the Security Agreement, (ii) such after-acquired collateral is of a type in which a security interest may be perfected by the filing of a financing statement under Article 9 of the Illinois UCC, and (iii) the security interest in such after-acquired collateral attaches in accordance with Section 9-203 of the Illinois UCC (including that value has been given, the debtor has rights in the collateral or the power to transfer rights in the collateral, and the other applicable requirements of Section 9-203 have been met).
5.3 Scope Limitations
This opinion letter is limited solely to the laws of the State of Illinois that are in effect as of the date hereof and, to the limited extent expressly set forth herein, the applicable provisions of the Illinois Uniform Commercial Code (810 ILCS 5/1-101 et seq.). We express no opinion as to the laws of any other jurisdiction, including, without limitation:
(a) the federal laws of the United States of America, including, without limitation, federal securities laws, federal banking laws, federal antitrust or trade regulation laws, and federal intellectual property laws;
(b) the laws of the State of New York (which govern the Credit Agreement and certain of the other Loan Documents), matters of New York law being addressed by the opinion letter of Calderwood & Harkness LLP delivered concurrently herewith;
(c) the laws of the State of Delaware (which is the jurisdiction of organization of the Borrower), matters of Delaware law being addressed by separate opinion letters delivered concurrently herewith; and
(d) the laws of any other state or foreign jurisdiction.
Without limiting the generality of the foregoing, we express no opinion as to compliance with or the effect of any of the following laws, rules, or regulations:
(i) securities laws (whether federal or state), including the Securities Act of 1933, the Securities Exchange Act of 1934, and the Illinois Securities Law of 1953 (815 ILCS 5/1 et seq.);
(ii) antitrust or trade regulation laws (whether federal or state);
(iii) tax laws (whether federal, state, or local), including the Internal Revenue Code of 1986, as amended;
(iv) environmental laws (whether federal or state), including the Comprehensive Environmental Response, Compensation, and Liability Act and the Illinois Environmental Protection Act;
(v) pension or employee benefit laws (whether federal or state), including the Employee Retirement Income Security Act of 1974 ("ERISA") and the regulations promulgated thereunder;
(vi) patent, trademark, or copyright laws (whether federal or state), other than as expressly reflected in the UCC perfection opinions set forth in Section 4.8 above;
(vii) laws, rules, or regulations of any federal governmental authority or any governmental authority of any state other than the State of Illinois; and
(viii) any rules, regulations, or orders of any self-regulatory organization.
This opinion letter addresses only the matters expressly set forth herein, and no opinion is to be implied or inferred beyond the matters expressly stated herein. The rendering of the opinions expressed herein does not constitute a guarantee or assurance of any particular result in any litigation, arbitration, or other proceeding.
5.4 Knowledge Qualification
As used in this opinion letter, the expressions "known to us," "to our knowledge," "of which we are aware," and words or phrases of similar import refer solely to the actual, current knowledge, as of the date hereof, of Robert Kimura, the partner at Hargrove & Whitmore LLP who has been principally responsible for overseeing this matter and the preparation of this opinion letter. We have not undertaken any independent investigation or inquiry for the purpose of rendering this opinion letter beyond the review of the documents, instruments, records, and certificates specifically described in Sections 1 and 2 above, and no inference as to our knowledge of any matters bearing on the opinions expressed herein should be drawn from the fact of our representation of NMS or the Borrower or any of their affiliates.
6. Reliance and Benefit
This opinion letter is delivered solely for the benefit of Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement, the Lenders party to the Credit Agreement, and each other Secured Party as defined in the Credit Agreement (collectively, the "Opinion Recipients"). This opinion letter is delivered pursuant to the express requirements of Section 4.01(h)(iv) of the Credit Agreement and may not be relied upon by any person other than the Opinion Recipients, or for any purpose other than in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, without the prior written consent of Hargrove & Whitmore LLP. Without limiting the foregoing, this opinion letter may not be quoted, cited, or referred to in any document or communication, and may not be furnished to any other person or entity, without our prior written consent, except that (a) any Opinion Recipient may furnish a copy of this opinion letter to any assignee or participant in the Term Loan B Facility in accordance with the terms of the Credit Agreement, and any such assignee or participant may rely on this opinion letter as if it were an addressee hereof, and (b) this opinion letter may be disclosed as required by applicable law, regulation, or court order.
This opinion letter is rendered as of the date hereof and speaks only as of the date hereof. We assume no obligation to advise you or any other person of, or to update or supplement this opinion letter to reflect, any changes in law, regulation, or interpretation, or any changes in facts or circumstances, occurring or coming to our attention after the date hereof, regardless of whether such changes may affect the opinions expressed herein.
7. Governing Law of This Opinion Letter
This opinion letter shall be governed by, and construed in accordance with, the laws of the State of Illinois (without giving effect to any choice-of-law or conflict-of-law rules that would cause the application of the laws of any jurisdiction other than the State of Illinois). The interpretation of the opinions and statements expressed herein shall be determined in accordance with the customary practice of lawyers in the State of Illinois who regularly render and receive such opinion letters, and this opinion letter should be read in conjunction with the report of the Legal Opinion Committee of the American Bar Association's Business Law Section entitled Legal Opinion Principles (2018) and the Third-Party Legal Opinion Report, Including the Legal Opinion Accord, of the Section of Business Law, American Bar Association (1991), to the extent not inconsistent with the express terms hereof.
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[Signature Page to Legal Opinion of Hargrove & Whitmore LLP]
Very truly yours,
HARGROVE & WHITMORE LLP
By: ________
Robert Kimura, Partner
233 South Wacker Drive, Suite 4500 Chicago, Illinois 60606 Telephone: (312) 555-7800
Email: rkimura@hargrovewhitmore.com
cc (via electronic mail and overnight courier):
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
Attention: David Engstrom, General Counsel & Corporate Secretary
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Claudia Merritt / Marcus Leung
Whitfield & Gage LLP 51 West 52nd Street New York, New York 10019
Attention: Margaret Ashby / Jonathan Ferris
CONFIDENTIAL — This opinion letter is furnished solely for the benefit of the addressee and the other Opinion Recipients identified herein and may not be relied upon by, or distributed or disclosed to, any other person without the prior written consent of Hargrove & Whitmore LLP, except as expressly provided herein.

HARGROVE & WHITMORE LLP Attorneys at Law

HARGROVE & WHITMORE LLP

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