1005-00001 · Nexford Industrial Holdings · Opinions

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PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

March 28, 2025

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

Each of the Lenders party to the Credit Agreement referred to below

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

Ladies and Gentlemen:

I. Introduction

We have acted as New York counsel to Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), and each of the Guarantors identified on Schedule I hereto (collectively with the Borrower, the "Loan Parties"), in connection with the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among (i) Nexford Industrial Holdings Inc., as Borrower, (ii) the Guarantors from time to time party thereto, (iii) Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively), (iv) Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners (collectively, the "Arrangers"), and (v) the Lenders from time to time party thereto (the "Lenders"). The Credit Agreement provides for a senior secured Term Loan B credit facility in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility").

This opinion letter is delivered to you pursuant to Section 4.01(a)(vii) of the Credit Agreement as a condition precedent to the initial borrowing under the Term Loan B Facility on the date hereof (the "Closing Date"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Credit Agreement.

II. Opined-Upon Documents

We have reviewed the following documents (collectively, the "Loan Documents"):

1. The Credit Agreement;

2. The Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent (the "Guarantee Agreement");

3. The Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent (the "Security Agreement");

4. The Holdings Pledge Agreement dated as of March 28, 2025, between Granite Peak NIH Holdings, LLC and Crescent Harbor Bank, N.A., as Collateral Agent (the "Holdings Pledge Agreement");

5. The Borrower Pledge Agreement dated as of March 28, 2025, between Nexford Industrial Holdings Inc. and Crescent Harbor Bank, N.A., as Collateral Agent (the "Borrower Pledge Agreement");

6. Each Subsidiary Pledge Agreement dated as of March 28, 2025, between the applicable Subsidiary Guarantor and Crescent Harbor Bank, N.A., as Collateral Agent (collectively, the "Subsidiary Pledge Agreements");

7. The CFC Holdco Limited Pledge Agreement dated as of March 28, 2025, between Nexford International Holdings, Inc. and Crescent Harbor Bank, N.A., as Collateral Agent (the "CFC Pledge Agreement");

8. The intellectual Property Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent (the "IP Security Agreement"); and

9. The Intercreditor Agreement dated as of March 28, 2025, among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as Unsecured Notes Trustee, and Nexford Industrial Holdings Inc. (the "Intercreditor Agreement").

Capitalized terms used but not defined herein have the meanings ascribed to them in the Credit Agreement.

III. Documents Examined

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

(a) Executed copies of each of the Loan Documents;

(b) The Certificate of Incorporation of Nexford Industrial Holdings Inc., as amended to date, as certified by the Secretary of State of the State of Delaware on March 24, 2025;

(d) The Certificate of Formation of Granite Peak NIH Holdings, LLC (Delaware Secretary of State File No. 7234891), as certified by the Secretary of State of the State of Delaware on March 24, 2025, and the Limited Liability Company Agreement of Granite Peak NIH Holdings, LLC, as amended to date, as certified by an authorized officer of Granite Peak NIH Holdings, LLC;

(e) The organizational documents of each Subsidiary Guarantor (including certificates of incorporation, certificates of formation, bylaws, limited liability company agreements, and all amendments thereto), as listed on Schedule I hereto, in each case as certified by an authorized officer of the applicable Subsidiary Guarantor;

(f) Resolutions of the Board of Directors of Nexford Industrial Holdings Inc. adopted at a duly convened meeting held on January 13, 2025, authorizing the execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby, as certified by the Secretary of the Borrower;

(g) A written consent of the managing member of Granite Peak NIH Holdings, LLC dated January 13, 2025, authorizing the execution, delivery, and performance of the Loan Documents to which Granite Peak NIH Holdings, LLC is a party;

(h) Resolutions of the board of directors, board of managers, or managing member(s), as applicable, of each Subsidiary Guarantor authorizing the execution, delivery, and performance of the Loan Documents to which such Subsidiary Guarantor is a party, in each case as certified by an authorized officer of the applicable Subsidiary Guarantor;

(i) Good standing certificates (or equivalent certificates) for each Loan Party issued by the Secretary of State (or comparable official) of the jurisdiction of organization of such Loan Party, each dated within five (5) business days of March 28, 2025;

(j) The Officer's Certificate of the Borrower dated March 28, 2025, executed by Jonathan R. Talbot, Chief Financial Officer of the Borrower (the "Officer's Certificate");

(k) The Secretary's Certificate of the Borrower dated March 28, 2025, executed by Elena S. Dubrow, Vice President and Assistant Secretary of the Borrower (the "Secretary's Certificate");

(l) The Opinion Back-Up Certificate of the Borrower dated March 28, 2025, executed by Jonathan R. Talbot, Chief Financial Officer, and Marcus J. Brennan, General Counsel of the Borrower (the "Back-Up Certificate"); and

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

We have not independently verified any of the factual matters set forth in the certificates and documents referred to above but have relied thereon for purposes of rendering this opinion letter.

IV. Assumptions

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

1. The genuineness of all signatures, other than the signatures of officers and authorized representatives of the Loan Parties on the Loan Documents.

2. The authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies, whether certified, conformed, facsimile, electronic, or otherwise.

3. That each party to the Loan Documents (other than the Loan Parties) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has the requisite organizational power and authority to conduct its business as currently conducted.

4. That each party to the Loan Documents (other than the Loan Parties) has the requisite corporate, limited liability company, or other organizational power, authority, and legal right to execute, deliver, and perform its respective obligations under the Loan Documents to which it is a party, and that such execution, delivery, and performance have been duly authorized by all necessary action on the part of such party.

5. That the Loan Documents have been duly authorized, executed, and delivered by each party thereto other than the Loan Parties, and that each such party has taken all organizational action necessary to authorize such execution, delivery, and performance.

6. That the Loan Documents constitute the legal, valid, and binding obligations of each party thereto other than the Loan Parties, enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

7. That the choice of the laws of the State of New York as the governing law of each of the Loan Documents is a valid and effective choice of law under all relevant conflict of laws rules other than those of the State of New York (as to which we opine below).

8. That the Administrative Agent, the Collateral Agent, each Lender, and each Arranger has acted in good faith and without notice of any defense against the enforcement of any rights created by, or any claim to any property or interests that are the subject of, the Loan Documents, and that no such party has engaged in any conduct that would give rise to a defense of estoppel, laches, waiver, or similar defense against such party.

9. That the factual matters set forth in the Officer's Certificate, the Secretary's Certificate, and the Back-Up Certificate (including, without limitation, factual representations regarding the absence of litigation, the identity and authority of officers, and the completeness of the list of material agreements) are true, correct, and complete in all material respects as of the date hereof, and that such certificates have been executed by duly authorized officers of the Borrower.

10. That there has been no mutual mistake of fact or misunderstanding, fraud, duress, undue influence, or other circumstances that would render any Loan Document or the transactions contemplated thereby void or voidable at the instance of any party.

V. Opinions

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

A. Organization and Good Standing

Nexford Industrial Holdings Inc. is a corporation validly existing under the laws of the State of Delaware. With respect to this opinion, we note that we have relied upon, and our opinion is subject to, the opinion of Briarcliff Legal Group PA (Catherine Ellsworth, lead partner), Wilmington, Delaware, delivered separately and simultaneously herewith, as to all matters of Delaware law, including the due organization, valid existence, good standing, and corporate authority of each Loan Party organized under the laws of the State of Delaware. We have also relied upon the opinion of Hargrove & Whitmore LLP (Robert Kimura, lead partner), Chicago, Illinois, delivered separately and simultaneously herewith, as to all matters of Illinois law. We express no independent opinion as to the due organization, valid existence, or good standing of any Loan Party under the laws of the State of Delaware, the State of Illinois, the Commonwealth of Pennsylvania, the State of South Carolina, the State of Texas, or the State of Michigan.

B. Power and Authority

Each Loan Party organized under the laws of a jurisdiction as to which we are rendering opinions herein has the corporate or limited liability company power and authority to execute, deliver, and perform its obligations under each Loan Document to which it is a party, to borrow (in the case of the Borrower) under the Credit Agreement, and to consummate the transactions contemplated by the Loan Documents, including, without limitation:

(i) Nexford Industrial Holdings Inc. (the Borrower), a Delaware corporation;

(ii) Granite Peak NIH Holdings, LLC (the Holdings Guarantor), a Delaware limited liability company; and

(iii) Each Subsidiary Guarantor listed on Schedule I hereto.

This opinion is given in reliance upon the opinions of Briarcliff Legal Group PA as to matters of Delaware law, Hargrove & Whitmore LLP as to matters of Illinois law, and the organizational documents, resolutions, consents, and certificates described in Section III above.

C. Due Authorization

The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party, and the consummation by each Loan Party of the transactions contemplated thereby, have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of such Loan Party. Without limiting the generality of the foregoing, we note the following:

(i) The Board of Directors of Nexford Industrial Holdings Inc. duly adopted resolutions on January 13, 2025 authorizing the execution, delivery, and performance of the Loan Documents and the transactions contemplated thereby, and such resolutions remain in full force and effect and have not been amended, modified, or rescinded;

(ii) The managing member of Granite Peak NIH Holdings, LLC executed a written consent dated January 13, 2025 authorizing the execution, delivery, and performance of the Loan Documents to which Granite Peak NIH Holdings, LLC is a party, and such consent remains in full force and effect and has not been amended, modified, or rescinded; and

(iii) The board of directors, board of managers, or managing member(s), as applicable, of each Subsidiary Guarantor has duly adopted resolutions or executed written consents authorizing the execution, delivery, and performance of the Loan Documents to which such Subsidiary Guarantor is a party, and such resolutions or consents remain in full force and effect and have not been amended, modified, or rescinded.

No other corporate, limited liability company, or other organizational proceedings on the part of any Loan Party, and no vote or consent of any holder of any equity interests in any Loan Party, are necessary to authorize the execution, delivery, and performance of the Loan Documents or the consummation of the transactions contemplated thereby (other than such actions as have been duly taken as described above).

D. Execution and Delivery

Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. We have confirmed the identity and authority of the individuals executing the Loan Documents on behalf of each Loan Party through our review of the incumbency certificates, resolutions, consents, and other documentation described in Section III above.

E. Enforceability. Each Loan Document constitutes a legal, valid, and binding obligation of each Loan Party that is a party thereto, enforceable against such Loan Party in accordance with its terms, subject, in each case, to the Enforceability Qualifications (as defined and set forth in Section VIII hereof). Without limiting the generality of the foregoing, this opinion applies to each of the following Loan Documents:

(i) The Credit Agreement, as to the Borrower;

(ii) The Guarantee Agreement, as to each of the Guarantors party thereto;

(iii) The Security Agreement, as to the Borrower and each of the Guarantors party thereto;

(iv) The Holdings Pledge Agreement, as to Granite Peak NIH Holdings, LLC;

(v) The Borrower Pledge Agreement, as to the Borrower;

(vi) Each of the Subsidiary Pledge Agreements, as to the applicable Subsidiary Guarantor party thereto;

(vii) The CFC Pledge Agreement, as to Nexford International Holdings, Inc.;

(viii) The IP Security Agreement, as to the Borrower and each of the Guarantors party thereto; and

(ix) The Intercreditor Agreement, as to the Borrower.

F. No Conflicts — Law

The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party, and the consummation of the transactions contemplated thereby, including, without limitation, (x) the borrowing by the Borrower of $1,400,000,000 under the Term Loan B Facility, (y) the use of proceeds of such borrowing to refinance and terminate in full the existing credit facilities with Atlas Meridian Bank, N.A., as Administrative Agent, under the Credit Agreement dated as of June 14, 2019, as amended, and (z) the payment of a dividend in connection therewith to Granite Peak NIH Holdings, LLC, do not and will not:

(a) violate any provision of the laws, rules, or regulations of the State of New York or the federal laws of the United States of America that, in our experience, are normally applicable to transactions of the nature contemplated by the Loan Documents (it being understood that this opinion is limited to laws of general applicability and does not extend to any state or local law of any jurisdiction other than the State of New York, and that we have relied upon the opinions of Briarcliff Legal Group PA and Hargrove & Whitmore LLP with respect to matters of Delaware law and Illinois law, respectively); or

(b) violate any order, writ, judgment, injunction, decree, determination, or award of any court or governmental authority that, to our knowledge, is binding on any Loan Party or any of its respective assets or properties.

G. No Conflicts — Organizational Documents

The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party, and the consummation of the transactions contemplated thereby, do not and will not violate, conflict with, or result in any breach of any provision of the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other comparable organizational or governing documents of any Loan Party, in each case as in effect on the date hereof.

H. No Conflicts — Material Agreements

To our knowledge (based solely on our review of the documents identified on Schedule II hereto and the representations set forth in the Back-Up Certificate), the execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party, and the consummation of the transactions contemplated thereby, do not and will not result in a 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 of the Material Agreements listed on Schedule II hereto. Without limiting the foregoing, we note the following:

(i) We have reviewed the Indenture dated as of November 8, 2021 (the "Existing Indenture"), among Nexford Industrial Holdings Inc., the Guarantors party thereto, and Pinnacle Trust Company, as Trustee, relating to $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (the "Existing Notes"), and have concluded that the execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby do not result in a breach of or default under the Existing Indenture; and

(ii) We have reviewed the Credit Agreement dated as of June 14, 2019, as amended by the First Amendment dated as of March 20, 2020, the Second Amendment dated as of November 8, 2021, the Third Amendment dated as of April 15, 2023, and the Fourth Amendment dated as of September 12, 2024, among Nexford Industrial Holdings Inc., the Guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent, and the Lenders party thereto (the "Existing Credit Agreement"), and note that such Existing Credit Agreement is being refinanced and terminated in full on the Closing Date in connection with the consummation of the transactions contemplated by the Credit Agreement. Accordingly, all obligations thereunder will be paid in full, and all commitments, guarantees, liens, and security interests in connection therewith will be terminated and released, simultaneously with the initial borrowing under the Term Loan B Facility.

This opinion is limited to those agreements identified on Schedule II hereto and the representations contained in the Back-Up Certificate, and we have not undertaken any independent investigation to determine whether there exist other contracts, agreements, or instruments to which any Loan Party is a party or by which any Loan Party or any of its properties may be bound that could be affected by the transactions contemplated by the Loan Documents.

I. No Governmental Approvals Required

No consent, approval, authorization, order, registration, qualification, or filing of or with any governmental authority of the State of New York or under the federal laws of the United States of America is required for the execution, delivery, or performance by any Loan Party of the Loan Documents to which such Loan Party is a party, or for the consummation of the transactions contemplated thereby, except for the following:

(a) Filings of Uniform Commercial Code financing statements with the applicable filing offices in the States of New York, Delaware, Illinois, and such other jurisdictions as may be required to perfect the security interests granted under the Security Agreement, the Pledge Agreements, and the CFC Pledge Agreement, which filings have been duly made or will be made promptly following the Closing Date;

(b) Recordings of mortgages, deeds of trust, and related instruments with the applicable county recorder's offices in the jurisdictions where the real property collateral is located, which recordings constitute post-closing obligations required to be completed on or prior to April 30, 2025, in accordance with Section 6.14 of the Credit Agreement;

(c) Filings with the United States Patent and Trademark Office and the United States Copyright Office in connection with the IP Security Agreement, to the extent necessary to perfect security interests in registered patents, trademarks, and copyrights of the Loan Parties; and

(d) Such other consents, approvals, authorizations, registrations, qualifications, or filings as have been obtained or made on or prior to the date hereof.

J. No Violation of Usury Laws

The interest rate provisions of the Credit Agreement, including the applicable interest rate of Term SOFR (as defined in the Credit Agreement) plus a margin of 400 basis points per annum, a SOFR floor of 0.75% per annum, and a default rate of an additional 200 basis points per annum over the otherwise applicable rate, do not violate the usury laws of the State of New York, giving effect to Section 5-501 of the New York General Obligations Law and Section 14-a of the New York Banking Law. In rendering this opinion, we have assumed that Crescent Harbor Bank, N.A. is a "bank" within the meaning of Section 14-a of the New York Banking Law and that the interest charged under the Credit Agreement does not exceed the maximum rate permitted thereunder.

K. Choice of Law

The choice of the laws of the State of New York as the governing law of each Loan Document is a valid and effective choice of law under Section 5-1401 of the New York General Obligations Law. In rendering this opinion, we note that (i) the aggregate consideration payable under the Loan Documents exceeds $250,000, (ii) Section 5-1401 of the New York General Obligations Law permits the parties to an agreement covering a transaction involving not less than $250,000 to choose the laws of the State of New York as the governing law of such agreement whether or not such agreement bears a reasonable relation to the State of New York, and (iii) the parties to the Loan Documents have agreed to submit to the jurisdiction of courts in the State of New York, as contemplated by Section 5-1402 of the New York General Obligations Law.

L. Submission to Jurisdiction; Waiver of Jury Trial

The provisions of the Loan Documents providing for submission to the exclusive jurisdiction of any federal court of the United States of America sitting in the Borough of Manhattan, City of New York, or, if such federal court declines jurisdiction, any New York State court sitting in the Borough of Manhattan, City of New York, for the purpose of any suit, action, or proceeding arising out of or relating to the Loan Documents or the transactions contemplated thereby, are valid, binding, and enforceable under the laws of the State of New York, including Section 5-1402 of the New York General Obligations Law.

The waiver of right to trial by jury contained in the Loan Documents is enforceable under the laws of the State of New York, including Section 5-1402 of the New York General Obligations Law and applicable New York case law. We note that, while New York courts have generally upheld contractual jury trial waivers in sophisticated commercial transactions among represented parties, the enforceability of such waivers may be subject to evaluation by a court as to whether the waiver was knowingly, voluntarily, and intelligently made.

VI. Reliance on Other Counsel

We have relied, with your consent, upon the opinions of the following counsel delivered separately and simultaneously herewith:

(a) Briarcliff Legal Group PA (Catherine Ellsworth, lead partner), 1000 North King Street, Wilmington, Delaware 19801, as to matters of Delaware law, including the due organization, valid existence, good standing, corporate and limited liability company power and authority, due authorization, execution and delivery, and enforceability under Delaware law with respect to each Loan Party organized under the laws of the State of Delaware, namely: Nexford Industrial Holdings Inc., Granite Peak NIH Holdings, LLC, Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, Nexford Coatings & Surface Technologies, Inc., Nexford Properties, LLC, and Nexford International Holdings, Inc.

(b) Hargrove & Whitmore LLP (Robert Kimura, lead partner), 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606, as to matters of Illinois law, including enforceability under Illinois law, perfection of security interests in collateral located in the State of Illinois, and such other matters of Illinois law as are relevant to the transactions contemplated by the Loan Documents, with respect to Nexford Manufacturing Services, LLC, an Illinois limited liability company.

The opinions of Briarcliff Legal Group PA and Hargrove & Whitmore LLP are being delivered to you separately and simultaneously herewith. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States of America as in effect on the date hereof.

VII. Qualifications and Limitations

A. Enforceability Qualifications

The opinions expressed herein with respect to the enforceability of the Loan Documents are subject to the following qualifications (collectively, the "Enforceability Qualifications"):

1. Bankruptcy and Insolvency Qualification. The enforceability of each Loan Document may be limited by, and is subject to the effect of, applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, Title 11 of the United States Code (the "Bankruptcy Code"), and rules, regulations, and case law thereunder or related thereto.

2. Equitable Principles Qualification. The enforceability of each Loan Document is subject to the effect of general principles of equity (whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law. The exercise of any rights and remedies under the Loan Documents may be limited by the requirement that a secured party act in a commercially reasonable manner.

3. Guaranty-Specific Limitations. With respect to the Guarantee Agreement and the guaranty obligations of the Guarantors thereunder, the enforceability of such obligations may be limited by applicable laws relating to:

(i) fraudulent transfer and fraudulent conveyance, including, without limitation, Sections 548 and 544(b) of the Bankruptcy Code and applicable provisions of the Uniform Voidable Transactions Act (formerly known as the Uniform Fraudulent Transfer Act) as enacted in relevant states, to the extent that a court were to determine that a Guarantor did not receive reasonably equivalent value or fair consideration in exchange for its guarantee obligations and that such Guarantor was insolvent at the time it incurred such obligations (or rendered insolvent thereby), was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital, or intended to incur, or believed that it would incur, debts beyond its ability to pay as they matured;

(ii) the requirement that a corporate or limited liability company guaranty confer a direct or indirect benefit on the guarantor and that the guaranty not exceed the value reasonably expected to be received by the Guarantor, directly or indirectly, from the transactions contemplated by the Loan Documents; and

(iii) we note that the Guarantee Agreement contains savings clause and limitation provisions designed to limit each Guarantor's liability under the guaranty to the maximum amount that would not render such Guarantor's obligations thereunder subject to avoidance as a fraudulent transfer or fraudulent conveyance. We express no opinion as to the effectiveness of such savings clause provisions to achieve their intended purpose.

B. Security Interest and Collateral Limitations

(i) We express no opinion on the creation, attachment, perfection, or priority of any security interest in any collateral, except to the extent addressed in our separate UCC Perfection Opinion dated the date hereof and delivered separately and simultaneously herewith.

(ii) We express no opinion on the enforceability, validity, or priority of any mortgage, deed of trust, or similar instrument that may be executed and delivered as a post-closing deliverable. We note that the mortgages and related instruments are post-closing deliverables required to be completed on or prior to April 30, 2025, in accordance with Section 6.14 of the Credit Agreement, and we have not reviewed any such instruments for purposes of this opinion letter.

(iii) The CFC Pledge Agreement relates to a pledge of sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests of Nexford Canada Holdings ULC, a British Columbia unlimited liability company. We express no opinion as to any matters of Canadian law (including the laws of the Province of British Columbia and the federal laws of Canada), including, without limitation, the creation, attachment, perfection, or priority of any security interest in the equity interests of Nexford Canada Holdings ULC under Canadian law or the enforceability of the CFC Pledge Agreement under Canadian law.

C. Additional Standard Qualifications

We express no opinion as to:

(i) The effect of any laws, rules, or regulations governing specific industries or regulatory regimes (including, without limitation, environmental laws, health and safety laws, labor and employment laws, pension and benefits laws, export control and sanctions laws, anti-money laundering laws, and laws governing government contracts) to the extent any Loan Party may be subject to such laws, except to the extent that such laws are laws of general applicability in the State of New York or under the federal laws of the United States;

(ii) Any provision of the Loan Documents that purports to provide for indemnification, contribution, or exculpation, to the extent that such provision may be held unenforceable as contrary to public policy, including, without limitation, indemnification against losses arising from the gross negligence, willful misconduct, or bad faith of the indemnified party, or indemnification for liabilities arising under federal or state securities laws;

(iii) Any provision of the Loan Documents that purports to waive rights of the Loan Parties that cannot be waived under applicable law or that may be found to constitute a waiver contrary to public policy or otherwise unenforceable, including, without limitation, waivers of the right to receive notice required by statute or regulation;

(iv) The enforceability of any provision of the Loan Documents purporting to provide that the terms of the Loan Documents may not be waived, modified, or amended except by a written instrument, to the extent that an oral agreement, course of performance, or course of dealing may operate as a waiver, modification, or amendment of any such provision notwithstanding the existence of such a clause; and

(v) Federal or state tax matters, including, without limitation, the characterization of the transactions contemplated by the Loan Documents for federal or state income tax purposes, which matters are addressed separately in the tax memoranda prepared by Sylvia Hartwell of Calderwood & Harkness LLP and are not the subject of any opinion herein.

VIII. Additional Limitations

This opinion letter is limited in all respects to the laws of the State of New York and the federal laws of the United States of America, in each case as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the State of Delaware, the State of Illinois, the Commonwealth of Pennsylvania, the State of South Carolina, the State of Texas, the State of Michigan, or any non-U.S. jurisdiction (including, without limitation, any province or territory of Canada).

This opinion letter is rendered solely for the benefit of the addressees hereof and their respective successors and assigns in such capacity, and may not be relied upon by any other person or entity without our prior written consent; provided, that (a) participants in the Term Loan B Facility may rely hereon to the extent provided in Section 10.04(c) of the Credit Agreement, and (b) any assignee of a Lender's rights and obligations under the Credit Agreement made in accordance with Section 10.04(b) of the Credit Agreement may rely hereon as if such assignee were an original addressee hereof, subject to the terms and conditions of this opinion letter.

This opinion letter speaks only as of the date hereof. We assume no obligation to update or supplement this opinion letter for any changes in law or fact occurring after the date hereof, whether or not such changes would affect any of the opinions expressed herein, and no inference should be drawn from our representation of any Loan Party or from the delivery of this opinion letter that we are aware of any facts or circumstances that would cause us to update, supplement, or withdraw any of the opinions expressed herein.

SCHEDULE I

LIST OF GUARANTORS

Note: Nexford Canada Holdings ULC, a British Columbia unlimited liability company, and Nexford Canada Manufacturing, Inc., an Ontario corporation, are foreign subsidiaries of the Borrower and are not Guarantors under the Guarantee Agreement. The CFC Pledge Agreement relates to a pledge by Nexford International Holdings, Inc. of 65% of the voting equity interests and 100% of the non-voting equity interests of Nexford Canada Holdings ULC.

SCHEDULE II

MATERIAL AGREEMENTS REVIEWED

The following Material Agreements were reviewed in connection with the opinions expressed in Section V.H. (No Conflicts — Material Agreements) of this opinion letter:

1. Indenture dated as of November 8, 2021, among Nexford Industrial Holdings Inc., the guarantors party thereto, and Pinnacle Trust Company, as Trustee, relating to $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (together with all supplemental indentures thereto as of the date hereof).

2. Credit Agreement dated as of June 14, 2019, among Nexford Industrial Holdings Inc., the guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent, and the lenders party thereto, as amended by:

(a) the First Amendment to Credit Agreement dated as of March 20, 2020;

(b) the Second Amendment to Credit Agreement dated as of November 8, 2021;

(d) the Fourth Amendment to Credit Agreement dated as of September 12, 2024

(the "Existing Credit Agreement"). The Existing Credit Agreement is being refinanced and terminated in full on the Closing Date in connection with the consummation of the transactions contemplated by the Credit Agreement.

3. Such other material contracts, agreements, and instruments as were disclosed in the Back-Up Certificate delivered by the Borrower on the date hereof, including all contracts required to be disclosed pursuant to Section 4.01(a)(vii)(C) of the Credit Agreement.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Claudia Merritt

Title: Partner, Banking & Finance Group

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

No.	Name of Guarantor	Entity Type	Jurisdiction of Organization	Guarantor Status
1.	Granite Peak NIH Holdings, LLC	Limited Liability Company	Delaware	Holdings Guarantor
2.	Nexford Precision Components, Inc.	Corporation	Delaware	Subsidiary Guarantor
3.	Nexford Engineered Systems, LLC	Limited Liability Company	Delaware	Subsidiary Guarantor
4.	Nexford Coatings & Surface Technologies, Inc.	Corporation	Delaware	Subsidiary Guarantor
5.	Nexford Manufacturing Services, LLC	Limited Liability Company	Illinois	Subsidiary Guarantor
6.	Nexford Properties, LLC	Limited Liability Company	Delaware	Subsidiary Guarantor
7.	Nexford International Holdings, Inc.	Corporation	Delaware	CFC Holdco; Subsidiary Guarantor (limited pledge)
8.	Clearfield Tool & Die, Inc.	Corporation	Pennsylvania	Subsidiary Guarantor
9.	Summit Industrial Fabrication Co.	Corporation	South Carolina	Subsidiary Guarantor
10.	Ridgepoint Specialty Coatings, LLC	Limited Liability Company	Texas	Subsidiary Guarantor
11.	Lakeshore Precision Engineering, Inc.	Corporation	Michigan	Subsidiary Guarantor

PRIVILEGED AND CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
March 28, 2025
Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent 320 Federal Street Boston, Massachusetts 02110
Each of the Lenders party to the Credit Agreement referred to below
Re: $1,400,000,000 Senior Secured Term Loan B Credit Facility — Nexford Industrial Holdings Inc.
Ladies and Gentlemen:
I. Introduction
We have acted as New York counsel to Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), and each of the Guarantors identified on Schedule I hereto (collectively with the Borrower, the "Loan Parties"), in connection with the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among (i) Nexford Industrial Holdings Inc., as Borrower, (ii) the Guarantors from time to time party thereto, (iii) Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively), (iv) Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners (collectively, the "Arrangers"), and (v) the Lenders from time to time party thereto (the "Lenders"). The Credit Agreement provides for a senior secured Term Loan B credit facility in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility").
This opinion letter is delivered to you pursuant to Section 4.01(a)(vii) of the Credit Agreement as a condition precedent to the initial borrowing under the Term Loan B Facility on the date hereof (the "Closing Date"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Credit Agreement.
II. Opined-Upon Documents
We have reviewed the following documents (collectively, the "Loan Documents"):
1.  The Credit Agreement;
2.  The Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent (the "Guarantee Agreement");
3.  The Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent (the "Security Agreement");
4.  The Holdings Pledge Agreement dated as of March 28, 2025, between Granite Peak NIH Holdings, LLC and Crescent Harbor Bank, N.A., as Collateral Agent (the "Holdings Pledge Agreement");
5.  The Borrower Pledge Agreement dated as of March 28, 2025, between Nexford Industrial Holdings Inc. and Crescent Harbor Bank, N.A., as Collateral Agent (the "Borrower Pledge Agreement");
6.  Each Subsidiary Pledge Agreement dated as of March 28, 2025, between the applicable Subsidiary Guarantor and Crescent Harbor Bank, N.A., as Collateral Agent (collectively, the "Subsidiary Pledge Agreements");
7.  The CFC Holdco Limited Pledge Agreement dated as of March 28, 2025, between Nexford International Holdings, Inc. and Crescent Harbor Bank, N.A., as Collateral Agent (the "CFC Pledge Agreement");
8.  The intellectual Property Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent (the "IP Security Agreement"); and
9.  The Intercreditor Agreement dated as of March 28, 2025, among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as Unsecured Notes Trustee, and Nexford Industrial Holdings Inc. (the "Intercreditor Agreement").
Capitalized terms used but not defined herein have the meanings ascribed to them in the Credit Agreement.
III. Documents Examined
In connection with rendering the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following:
(a) Executed copies of each of the Loan Documents;
(b) The Certificate of Incorporation of Nexford Industrial Holdings Inc., as amended to date, as certified by the Secretary of State of the State of Delaware on March 24, 2025;
(c) The Bylaws of the Borrower, as amended to date, as certified by the Secretary of the Borrower on March 28, 2025;
(d) The Certificate of Formation of Granite Peak NIH Holdings, LLC (Delaware Secretary of State File No. 7234891), as certified by the Secretary of State of the State of Delaware on March 24, 2025, and the Limited Liability Company Agreement of Granite Peak NIH Holdings, LLC, as amended to date, as certified by an authorized officer of Granite Peak NIH Holdings, LLC;
(e) The organizational documents of each Subsidiary Guarantor (including certificates of incorporation, certificates of formation, bylaws, limited liability company agreements, and all amendments thereto), as listed on Schedule I hereto, in each case as certified by an authorized officer of the applicable Subsidiary Guarantor;
(f) Resolutions of the Board of Directors of Nexford Industrial Holdings Inc. adopted at a duly convened meeting held on January 13, 2025, authorizing the execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby, as certified by the Secretary of the Borrower;
(g) A written consent of the managing member of Granite Peak NIH Holdings, LLC dated January 13, 2025, authorizing the execution, delivery, and performance of the Loan Documents to which Granite Peak NIH Holdings, LLC is a party;
(h) Resolutions of the board of directors, board of managers, or managing member(s), as applicable, of each Subsidiary Guarantor authorizing the execution, delivery, and performance of the Loan Documents to which such Subsidiary Guarantor is a party, in each case as certified by an authorized officer of the applicable Subsidiary Guarantor;
(i) Good standing certificates (or equivalent certificates) for each Loan Party issued by the Secretary of State (or comparable official) of the jurisdiction of organization of such Loan Party, each dated within five (5) business days of March 28, 2025;
(j) The Officer's Certificate of the Borrower dated March 28, 2025, executed by Jonathan R. Talbot, Chief Financial Officer of the Borrower (the "Officer's Certificate");
(k) The Secretary's Certificate of the Borrower dated March 28, 2025, executed by Elena S. Dubrow, Vice President and Assistant Secretary of the Borrower (the "Secretary's Certificate");
(l) The Opinion Back-Up Certificate of the Borrower dated March 28, 2025, executed by Jonathan R. Talbot, Chief Financial Officer, and Marcus J. Brennan, General Counsel of the Borrower (the "Back-Up Certificate"); and
(m) Such other documents, records, certificates, agreements, instruments, and matters of law as we have deemed necessary or appropriate for purposes of the opinions expressed herein.
We have not independently verified any of the factual matters set forth in the certificates and documents referred to above but have relied thereon for purposes of rendering this opinion letter.
IV. Assumptions
In rendering the opinions set forth herein, we have assumed the following, without independent investigation or verification:
1.  The genuineness of all signatures, other than the signatures of officers and authorized representatives of the Loan Parties on the Loan Documents.
2.  The authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies, whether certified, conformed, facsimile, electronic, or otherwise.
3.  That each party to the Loan Documents (other than the Loan Parties) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has the requisite organizational power and authority to conduct its business as currently conducted.
4.  That each party to the Loan Documents (other than the Loan Parties) has the requisite corporate, limited liability company, or other organizational power, authority, and legal right to execute, deliver, and perform its respective obligations under the Loan Documents to which it is a party, and that such execution, delivery, and performance have been duly authorized by all necessary action on the part of such party.
5.  That the Loan Documents have been duly authorized, executed, and delivered by each party thereto other than the Loan Parties, and that each such party has taken all organizational action necessary to authorize such execution, delivery, and performance.
6.  That the Loan Documents constitute the legal, valid, and binding obligations of each party thereto other than the Loan Parties, enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
7.  That the choice of the laws of the State of New York as the governing law of each of the Loan Documents is a valid and effective choice of law under all relevant conflict of laws rules other than those of the State of New York (as to which we opine below).
8.  That the Administrative Agent, the Collateral Agent, each Lender, and each Arranger has acted in good faith and without notice of any defense against the enforcement of any rights created by, or any claim to any property or interests that are the subject of, the Loan Documents, and that no such party has engaged in any conduct that would give rise to a defense of estoppel, laches, waiver, or similar defense against such party.
9.  That the factual matters set forth in the Officer's Certificate, the Secretary's Certificate, and the Back-Up Certificate (including, without limitation, factual representations regarding the absence of litigation, the identity and authority of officers, and the completeness of the list of material agreements) are true, correct, and complete in all material respects as of the date hereof, and that such certificates have been executed by duly authorized officers of the Borrower.
10.  That there has been no mutual mistake of fact or misunderstanding, fraud, duress, undue influence, or other circumstances that would render any Loan Document or the transactions contemplated thereby void or voidable at the instance of any party.
V. Opinions
Based upon and subject to the foregoing, and subject to the qualifications, limitations, exceptions, and other matters set forth herein, we are of the opinion that:
A. Organization and Good Standing
Nexford Industrial Holdings Inc. is a corporation validly existing under the laws of the State of Delaware. With respect to this opinion, we note that we have relied upon, and our opinion is subject to, the opinion of Briarcliff Legal Group PA (Catherine Ellsworth, lead partner), Wilmington, Delaware, delivered separately and simultaneously herewith, as to all matters of Delaware law, including the due organization, valid existence, good standing, and corporate authority of each Loan Party organized under the laws of the State of Delaware. We have also relied upon the opinion of Hargrove & Whitmore LLP (Robert Kimura, lead partner), Chicago, Illinois, delivered separately and simultaneously herewith, as to all matters of Illinois law. We express no independent opinion as to the due organization, valid existence, or good standing of any Loan Party under the laws of the State of Delaware, the State of Illinois, the Commonwealth of Pennsylvania, the State of South Carolina, the State of Texas, or the State of Michigan.
B. Power and Authority
Each Loan Party organized under the laws of a jurisdiction as to which we are rendering opinions herein has the corporate or limited liability company power and authority to execute, deliver, and perform its obligations under each Loan Document to which it is a party, to borrow (in the case of the Borrower) under the Credit Agreement, and to consummate the transactions contemplated by the Loan Documents, including, without limitation:
(i) Nexford Industrial Holdings Inc. (the Borrower), a Delaware corporation;
(ii) Granite Peak NIH Holdings, LLC (the Holdings Guarantor), a Delaware limited liability company; and
(iii) Each Subsidiary Guarantor listed on Schedule I hereto.
This opinion is given in reliance upon the opinions of Briarcliff Legal Group PA as to matters of Delaware law, Hargrove & Whitmore LLP as to matters of Illinois law, and the organizational documents, resolutions, consents, and certificates described in Section III above.
C. Due Authorization
The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party, and the consummation by each Loan Party of the transactions contemplated thereby, have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of such Loan Party. Without limiting the generality of the foregoing, we note the following:
(i) The Board of Directors of Nexford Industrial Holdings Inc. duly adopted resolutions on January 13, 2025 authorizing the execution, delivery, and performance of the Loan Documents and the transactions contemplated thereby, and such resolutions remain in full force and effect and have not been amended, modified, or rescinded;
(ii) The managing member of Granite Peak NIH Holdings, LLC executed a written consent dated January 13, 2025 authorizing the execution, delivery, and performance of the Loan Documents to which Granite Peak NIH Holdings, LLC is a party, and such consent remains in full force and effect and has not been amended, modified, or rescinded; and
(iii) The board of directors, board of managers, or managing member(s), as applicable, of each Subsidiary Guarantor has duly adopted resolutions or executed written consents authorizing the execution, delivery, and performance of the Loan Documents to which such Subsidiary Guarantor is a party, and such resolutions or consents remain in full force and effect and have not been amended, modified, or rescinded.
No other corporate, limited liability company, or other organizational proceedings on the part of any Loan Party, and no vote or consent of any holder of any equity interests in any Loan Party, are necessary to authorize the execution, delivery, and performance of the Loan Documents or the consummation of the transactions contemplated thereby (other than such actions as have been duly taken as described above).
D. Execution and Delivery
Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. We have confirmed the identity and authority of the individuals executing the Loan Documents on behalf of each Loan Party through our review of the incumbency certificates, resolutions, consents, and other documentation described in Section III above.
E. Enforceability.  Each Loan Document constitutes a legal, valid, and binding obligation of each Loan Party that is a party thereto, enforceable against such Loan Party in accordance with its terms, subject, in each case, to the Enforceability Qualifications (as defined and set forth in Section VIII hereof). Without limiting the generality of the foregoing, this opinion applies to each of the following Loan Documents:
(i) The Credit Agreement, as to the Borrower;
(ii) The Guarantee Agreement, as to each of the Guarantors party thereto;
(iii) The Security Agreement, as to the Borrower and each of the Guarantors party thereto;
(iv) The Holdings Pledge Agreement, as to Granite Peak NIH Holdings, LLC;
(v) The Borrower Pledge Agreement, as to the Borrower;
(vi) Each of the Subsidiary Pledge Agreements, as to the applicable Subsidiary Guarantor party thereto;
(vii) The CFC Pledge Agreement, as to Nexford International Holdings, Inc.;
(viii) The IP Security Agreement, as to the Borrower and each of the Guarantors party thereto; and
(ix) The Intercreditor Agreement, as to the Borrower.
F. No Conflicts — Law
The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party, and the consummation of the transactions contemplated thereby, including, without limitation, (x) the borrowing by the Borrower of $1,400,000,000 under the Term Loan B Facility, (y) the use of proceeds of such borrowing to refinance and terminate in full the existing credit facilities with Atlas Meridian Bank, N.A., as Administrative Agent, under the Credit Agreement dated as of June 14, 2019, as amended, and (z) the payment of a dividend in connection therewith to Granite Peak NIH Holdings, LLC, do not and will not:
(a) violate any provision of the laws, rules, or regulations of the State of New York or the federal laws of the United States of America that, in our experience, are normally applicable to transactions of the nature contemplated by the Loan Documents (it being understood that this opinion is limited to laws of general applicability and does not extend to any state or local law of any jurisdiction other than the State of New York, and that we have relied upon the opinions of Briarcliff Legal Group PA and Hargrove & Whitmore LLP with respect to matters of Delaware law and Illinois law, respectively); or
(b) violate any order, writ, judgment, injunction, decree, determination, or award of any court or governmental authority that, to our knowledge, is binding on any Loan Party or any of its respective assets or properties.
G. No Conflicts — Organizational Documents
The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party, and the consummation of the transactions contemplated thereby, do not and will not violate, conflict with, or result in any breach of any provision of the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other comparable organizational or governing documents of any Loan Party, in each case as in effect on the date hereof.
H. No Conflicts — Material Agreements
To our knowledge (based solely on our review of the documents identified on Schedule II hereto and the representations set forth in the Back-Up Certificate), the execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party, and the consummation of the transactions contemplated thereby, do not and will not result in a 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 of the Material Agreements listed on Schedule II hereto. Without limiting the foregoing, we note the following:
(i) We have reviewed the Indenture dated as of November 8, 2021 (the "Existing Indenture"), among Nexford Industrial Holdings Inc., the Guarantors party thereto, and Pinnacle Trust Company, as Trustee, relating to $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (the "Existing Notes"), and have concluded that the execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby do not result in a breach of or default under the Existing Indenture; and
(ii) We have reviewed the Credit Agreement dated as of June 14, 2019, as amended by the First Amendment dated as of March 20, 2020, the Second Amendment dated as of November 8, 2021, the Third Amendment dated as of April 15, 2023, and the Fourth Amendment dated as of September 12, 2024, among Nexford Industrial Holdings Inc., the Guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent, and the Lenders party thereto (the "Existing Credit Agreement"), and note that such Existing Credit Agreement is being refinanced and terminated in full on the Closing Date in connection with the consummation of the transactions contemplated by the Credit Agreement. Accordingly, all obligations thereunder will be paid in full, and all commitments, guarantees, liens, and security interests in connection therewith will be terminated and released, simultaneously with the initial borrowing under the Term Loan B Facility.
This opinion is limited to those agreements identified on Schedule II hereto and the representations contained in the Back-Up Certificate, and we have not undertaken any independent investigation to determine whether there exist other contracts, agreements, or instruments to which any Loan Party is a party or by which any Loan Party or any of its properties may be bound that could be affected by the transactions contemplated by the Loan Documents.
I. No Governmental Approvals Required
No consent, approval, authorization, order, registration, qualification, or filing of or with any governmental authority of the State of New York or under the federal laws of the United States of America is required for the execution, delivery, or performance by any Loan Party of the Loan Documents to which such Loan Party is a party, or for the consummation of the transactions contemplated thereby, except for the following:
(a) Filings of Uniform Commercial Code financing statements with the applicable filing offices in the States of New York, Delaware, Illinois, and such other jurisdictions as may be required to perfect the security interests granted under the Security Agreement, the Pledge Agreements, and the CFC Pledge Agreement, which filings have been duly made or will be made promptly following the Closing Date;
(b) Recordings of mortgages, deeds of trust, and related instruments with the applicable county recorder's offices in the jurisdictions where the real property collateral is located, which recordings constitute post-closing obligations required to be completed on or prior to April 30, 2025, in accordance with Section 6.14 of the Credit Agreement;
(c) Filings with the United States Patent and Trademark Office and the United States Copyright Office in connection with the IP Security Agreement, to the extent necessary to perfect security interests in registered patents, trademarks, and copyrights of the Loan Parties; and
(d) Such other consents, approvals, authorizations, registrations, qualifications, or filings as have been obtained or made on or prior to the date hereof.
J. No Violation of Usury Laws
The interest rate provisions of the Credit Agreement, including the applicable interest rate of Term SOFR (as defined in the Credit Agreement) plus a margin of 400 basis points per annum, a SOFR floor of 0.75% per annum, and a default rate of an additional 200 basis points per annum over the otherwise applicable rate, do not violate the usury laws of the State of New York, giving effect to Section 5-501 of the New York General Obligations Law and Section 14-a of the New York Banking Law. In rendering this opinion, we have assumed that Crescent Harbor Bank, N.A. is a "bank" within the meaning of Section 14-a of the New York Banking Law and that the interest charged under the Credit Agreement does not exceed the maximum rate permitted thereunder.
K. Choice of Law
The choice of the laws of the State of New York as the governing law of each Loan Document is a valid and effective choice of law under Section 5-1401 of the New York General Obligations Law. In rendering this opinion, we note that (i) the aggregate consideration payable under the Loan Documents exceeds $250,000, (ii) Section 5-1401 of the New York General Obligations Law permits the parties to an agreement covering a transaction involving not less than $250,000 to choose the laws of the State of New York as the governing law of such agreement whether or not such agreement bears a reasonable relation to the State of New York, and (iii) the parties to the Loan Documents have agreed to submit to the jurisdiction of courts in the State of New York, as contemplated by Section 5-1402 of the New York General Obligations Law.
L. Submission to Jurisdiction; Waiver of Jury Trial
The provisions of the Loan Documents providing for submission to the exclusive jurisdiction of any federal court of the United States of America sitting in the Borough of Manhattan, City of New York, or, if such federal court declines jurisdiction, any New York State court sitting in the Borough of Manhattan, City of New York, for the purpose of any suit, action, or proceeding arising out of or relating to the Loan Documents or the transactions contemplated thereby, are valid, binding, and enforceable under the laws of the State of New York, including Section 5-1402 of the New York General Obligations Law.
The waiver of right to trial by jury contained in the Loan Documents is enforceable under the laws of the State of New York, including Section 5-1402 of the New York General Obligations Law and applicable New York case law. We note that, while New York courts have generally upheld contractual jury trial waivers in sophisticated commercial transactions among represented parties, the enforceability of such waivers may be subject to evaluation by a court as to whether the waiver was knowingly, voluntarily, and intelligently made.
VI. Reliance on Other Counsel
We have relied, with your consent, upon the opinions of the following counsel delivered separately and simultaneously herewith:
(a) Briarcliff Legal Group PA (Catherine Ellsworth, lead partner), 1000 North King Street, Wilmington, Delaware 19801, as to matters of Delaware law, including the due organization, valid existence, good standing, corporate and limited liability company power and authority, due authorization, execution and delivery, and enforceability under Delaware law with respect to each Loan Party organized under the laws of the State of Delaware, namely: Nexford Industrial Holdings Inc., Granite Peak NIH Holdings, LLC, Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, Nexford Coatings & Surface Technologies, Inc., Nexford Properties, LLC, and Nexford International Holdings, Inc.
(b) Hargrove & Whitmore LLP (Robert Kimura, lead partner), 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606, as to matters of Illinois law, including enforceability under Illinois law, perfection of security interests in collateral located in the State of Illinois, and such other matters of Illinois law as are relevant to the transactions contemplated by the Loan Documents, with respect to Nexford Manufacturing Services, LLC, an Illinois limited liability company.
The opinions of Briarcliff Legal Group PA and Hargrove & Whitmore LLP are being delivered to you separately and simultaneously herewith. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States of America as in effect on the date hereof.
VII. Qualifications and Limitations
A. Enforceability Qualifications
The opinions expressed herein with respect to the enforceability of the Loan Documents are subject to the following qualifications (collectively, the "Enforceability Qualifications"):
1. Bankruptcy and Insolvency Qualification.  The enforceability of each Loan Document may be limited by, and is subject to the effect of, applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, Title 11 of the United States Code (the "Bankruptcy Code"), and rules, regulations, and case law thereunder or related thereto.
2. Equitable Principles Qualification.  The enforceability of each Loan Document is subject to the effect of general principles of equity (whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law. The exercise of any rights and remedies under the Loan Documents may be limited by the requirement that a secured party act in a commercially reasonable manner.
3. Guaranty-Specific Limitations.  With respect to the Guarantee Agreement and the guaranty obligations of the Guarantors thereunder, the enforceability of such obligations may be limited by applicable laws relating to:
(i) fraudulent transfer and fraudulent conveyance, including, without limitation, Sections 548 and 544(b) of the Bankruptcy Code and applicable provisions of the Uniform Voidable Transactions Act (formerly known as the Uniform Fraudulent Transfer Act) as enacted in relevant states, to the extent that a court were to determine that a Guarantor did not receive reasonably equivalent value or fair consideration in exchange for its guarantee obligations and that such Guarantor was insolvent at the time it incurred such obligations (or rendered insolvent thereby), was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital, or intended to incur, or believed that it would incur, debts beyond its ability to pay as they matured;
(ii) the requirement that a corporate or limited liability company guaranty confer a direct or indirect benefit on the guarantor and that the guaranty not exceed the value reasonably expected to be received by the Guarantor, directly or indirectly, from the transactions contemplated by the Loan Documents; and
(iii) we note that the Guarantee Agreement contains savings clause and limitation provisions designed to limit each Guarantor's liability under the guaranty to the maximum amount that would not render such Guarantor's obligations thereunder subject to avoidance as a fraudulent transfer or fraudulent conveyance. We express no opinion as to the effectiveness of such savings clause provisions to achieve their intended purpose.
B. Security Interest and Collateral Limitations
(i) We express no opinion on the creation, attachment, perfection, or priority of any security interest in any collateral, except to the extent addressed in our separate UCC Perfection Opinion dated the date hereof and delivered separately and simultaneously herewith.
(ii) We express no opinion on the enforceability, validity, or priority of any mortgage, deed of trust, or similar instrument that may be executed and delivered as a post-closing deliverable. We note that the mortgages and related instruments are post-closing deliverables required to be completed on or prior to April 30, 2025, in accordance with Section 6.14 of the Credit Agreement, and we have not reviewed any such instruments for purposes of this opinion letter.
(iii) The CFC Pledge Agreement relates to a pledge of sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests of Nexford Canada Holdings ULC, a British Columbia unlimited liability company. We express no opinion as to any matters of Canadian law (including the laws of the Province of British Columbia and the federal laws of Canada), including, without limitation, the creation, attachment, perfection, or priority of any security interest in the equity interests of Nexford Canada Holdings ULC under Canadian law or the enforceability of the CFC Pledge Agreement under Canadian law.
C. Additional Standard Qualifications
We express no opinion as to:
(i) The effect of any laws, rules, or regulations governing specific industries or regulatory regimes (including, without limitation, environmental laws, health and safety laws, labor and employment laws, pension and benefits laws, export control and sanctions laws, anti-money laundering laws, and laws governing government contracts) to the extent any Loan Party may be subject to such laws, except to the extent that such laws are laws of general applicability in the State of New York or under the federal laws of the United States;
(ii) Any provision of the Loan Documents that purports to provide for indemnification, contribution, or exculpation, to the extent that such provision may be held unenforceable as contrary to public policy, including, without limitation, indemnification against losses arising from the gross negligence, willful misconduct, or bad faith of the indemnified party, or indemnification for liabilities arising under federal or state securities laws;
(iii) Any provision of the Loan Documents that purports to waive rights of the Loan Parties that cannot be waived under applicable law or that may be found to constitute a waiver contrary to public policy or otherwise unenforceable, including, without limitation, waivers of the right to receive notice required by statute or regulation;
(iv) The enforceability of any provision of the Loan Documents purporting to provide that the terms of the Loan Documents may not be waived, modified, or amended except by a written instrument, to the extent that an oral agreement, course of performance, or course of dealing may operate as a waiver, modification, or amendment of any such provision notwithstanding the existence of such a clause; and
(v) Federal or state tax matters, including, without limitation, the characterization of the transactions contemplated by the Loan Documents for federal or state income tax purposes, which matters are addressed separately in the tax memoranda prepared by Sylvia Hartwell of Calderwood & Harkness LLP and are not the subject of any opinion herein.
VIII. Additional Limitations
This opinion letter is limited in all respects to the laws of the State of New York and the federal laws of the United States of America, in each case as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the State of Delaware, the State of Illinois, the Commonwealth of Pennsylvania, the State of South Carolina, the State of Texas, the State of Michigan, or any non-U.S. jurisdiction (including, without limitation, any province or territory of Canada).
This opinion letter is rendered solely for the benefit of the addressees hereof and their respective successors and assigns in such capacity, and may not be relied upon by any other person or entity without our prior written consent; provided, that (a) participants in the Term Loan B Facility may rely hereon to the extent provided in Section 10.04(c) of the Credit Agreement, and (b) any assignee of a Lender's rights and obligations under the Credit Agreement made in accordance with Section 10.04(b) of the Credit Agreement may rely hereon as if such assignee were an original addressee hereof, subject to the terms and conditions of this opinion letter.
This opinion letter speaks only as of the date hereof. We assume no obligation to update or supplement this opinion letter for any changes in law or fact occurring after the date hereof, whether or not such changes would affect any of the opinions expressed herein, and no inference should be drawn from our representation of any Loan Party or from the delivery of this opinion letter that we are aware of any facts or circumstances that would cause us to update, supplement, or withdraw any of the opinions expressed herein.
SCHEDULE I
LIST OF GUARANTORS
Note: Nexford Canada Holdings ULC, a British Columbia unlimited liability company, and Nexford Canada Manufacturing, Inc., an Ontario corporation, are foreign subsidiaries of the Borrower and are not Guarantors under the Guarantee Agreement. The CFC Pledge Agreement relates to a pledge by Nexford International Holdings, Inc. of 65% of the voting equity interests and 100% of the non-voting equity interests of Nexford Canada Holdings ULC.
SCHEDULE II
MATERIAL AGREEMENTS REVIEWED
The following Material Agreements were reviewed in connection with the opinions expressed in Section V.H. (No Conflicts — Material Agreements) of this opinion letter:
1.  Indenture dated as of November 8, 2021, among Nexford Industrial Holdings Inc., the guarantors party thereto, and Pinnacle Trust Company, as Trustee, relating to $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (together with all supplemental indentures thereto as of the date hereof).
2.  Credit Agreement dated as of June 14, 2019, among Nexford Industrial Holdings Inc., the guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent, and the lenders party thereto, as amended by:
(a) the First Amendment to Credit Agreement dated as of March 20, 2020;
(b) the Second Amendment to Credit Agreement dated as of November 8, 2021;
(c) the Third Amendment to Credit Agreement dated as of April 15, 2023; and
(d) the Fourth Amendment to Credit Agreement dated as of September 12, 2024
(the "Existing Credit Agreement"). The Existing Credit Agreement is being refinanced and terminated in full on the Closing Date in connection with the consummation of the transactions contemplated by the Credit Agreement.
3.  Such other material contracts, agreements, and instruments as were disclosed in the Back-Up Certificate delivered by the Borrower on the date hereof, including all contracts required to be disclosed pursuant to Section 4.01(a)(vii)(C) of the Credit Agreement.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Claudia Merritt
Title: Partner, Banking & Finance Group
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
No. | Name of Guarantor | Entity Type | Jurisdiction of Organization | Guarantor Status
1. | Granite Peak NIH Holdings, LLC | Limited Liability Company | Delaware | Holdings Guarantor
2. | Nexford Precision Components, Inc. | Corporation | Delaware | Subsidiary Guarantor
3. | Nexford Engineered Systems, LLC | Limited Liability Company | Delaware | Subsidiary Guarantor
4. | Nexford Coatings & Surface Technologies, Inc. | Corporation | Delaware | Subsidiary Guarantor
5. | Nexford Manufacturing Services, LLC | Limited Liability Company | Illinois | Subsidiary Guarantor
6. | Nexford Properties, LLC | Limited Liability Company | Delaware | Subsidiary Guarantor
7. | Nexford International Holdings, Inc. | Corporation | Delaware | CFC Holdco; Subsidiary Guarantor (limited pledge)
8. | Clearfield Tool & Die, Inc. | Corporation | Pennsylvania | Subsidiary Guarantor
9. | Summit Industrial Fabrication Co. | Corporation | South Carolina | Subsidiary Guarantor
10. | Ridgepoint Specialty Coatings, LLC | Limited Liability Company | Texas | Subsidiary Guarantor
11. | Lakeshore Precision Engineering, Inc. | Corporation | Michigan | Subsidiary Guarantor

PRIVILEGED AND CONFIDENTIAL

SCHEDULE I

LIST OF GUARANTORS

SCHEDULE II

MATERIAL AGREEMENTS REVIEWED

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts