1001-00003 · Client 1001 · Closing

legal-opinion-calderwood-harkness.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One World Financial Center 200 Liberty Street, 40th Floor New York, New York 10281

Telephone: (212) 848-6000 Facsimile: (212) 848-6099 www.calderwoodharkness.com

June 30, 2024

Pinnacle National Bank, N.A. as Administrative Agent under the Credit Agreement (as defined below) 300 Vesey Street New York, New York 10281

Attention: Laura Fitzgibbons, Managing Director, Healthcare Lending

and each of the Lenders party to the Credit Agreement:

Horizon Commercial Lending Corp. Tidewater Savings Bank, N.A. Great Plains Capital Partners LLC

(each, individually, a "Lender" and, collectively with Pinnacle National Bank, N.A. as Administrative Agent, the "Addressees")

Ladies and Gentlemen:

We have acted as counsel to Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Borrower" or "Purchaser"), and Ardent Capital Partners III LP, a Delaware limited partnership (the "Parent" or "Guarantor"), in connection with:

(a) that certain Asset Purchase Agreement, dated as of April 2, 2024 (the "APA"), by and between the Borrower and Cardinal Peak Industries, Inc., a Delaware corporation (the "Seller"), pursuant to which the Borrower is acquiring substantially all of the assets of the Seller used in or related to the Seller's healthcare clinic and outpatient services business (the "Acquired Assets") for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to customary post-closing adjustments for working capital, indebtedness, cash, and transaction expenses (the "Acquisition");

(b) that certain Credit Agreement, dated as of June 30, 2024 (the "Credit Agreement"), among the Borrower, the Parent (as Guarantor), Pinnacle National Bank, N.A., as Administrative Agent and Lead Arranger, and the Lenders party thereto, providing for a Four Hundred Million Dollar ($400,000,000) Senior Secured Credit Facility comprised of (i) a Three Hundred Ten Million Dollar ($310,000,000) Term Loan A facility (the "Term Loan A") and (ii) a Ninety Million Dollar ($90,000,000) revolving credit facility (the "Revolving Credit Facility" and, together with the Term Loan A, the "Credit Facilities");

(c) the Security Agreement, dated as of June 30, 2024 (the "Security Agreement"), among the Borrower, the Parent, and the Administrative Agent, the Pledge Agreement, dated as of June 30, 2024 (the "Pledge Agreement"), made by the Parent in favor of the Administrative Agent, and each of the other Loan Documents (as defined in the Credit Agreement) executed and delivered in connection therewith (collectively with the Credit Agreement, the "Financing Documents");

(d) the Escrow Agreement, dated as of June 30, 2024 (the "Escrow Agreement"), among the Borrower, the Seller, and Commonwealth Trust & Escrow Company, a Pennsylvania trust company, as Escrow Agent (the "Escrow Agent"), providing for the establishment of escrow accounts for the indemnity escrow amount and the purchase price adjustment escrow amount contemplated by the APA;

(e) the Earnout Agreement, dated as of June 30, 2024 (the "Earnout Agreement"), between the Borrower and the Seller, setting forth the terms and conditions for the payment of contingent earnout consideration based on achievement of specified EBITDA thresholds during the earnout measurement periods; and

(f) certain ancillary transaction documents executed and delivered in connection with the consummation of the Acquisition, including: (i) the Bill of Sale, dated as of June 30, 2024, from the Seller to the Borrower; (ii) the Assignment and Assumption Agreement, dated as of June 30, 2024, between the Seller and the Borrower; (iii) the intellectual Property Assignment Agreement, dated as of June 30, 2024, between the Seller and the Borrower (the "IP Assignment Agreement"); and (iv) the Transition Services Agreement, dated as of June 30, 2024, between the Seller and the Borrower (the "TSA") (such documents described in clauses (i) through (iv), together with the APA, the Escrow Agreement, the Earnout Agreement, and the Financing Documents, collectively, the "Transaction Documents").

The transactions contemplated by the Transaction Documents are referred to herein collectively as the "Transaction."

This opinion letter is being delivered to you pursuant to Section 4.01(h) of the Credit Agreement, which requires, as a condition precedent to the initial extension of credit thereunder, the delivery of a legal opinion from counsel to the Borrower and the Parent addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent.

This opinion is identified as Calderwood & Harkness LLP Matter No. 2024-M&A-0142 in our internal matter management system.

I. DOCUMENTS EXAMINED AND RELIANCE

In connection with the preparation of this opinion letter, we have examined the following documents, records, certificates, and instruments:

1. The Asset Purchase Agreement, dated as of April 2, 2024 (execution version), by and between the Borrower and the Seller, together with all schedules, exhibits, and disclosure schedules thereto;

2. The Credit Agreement and each of the other Financing Documents, including the Security Agreement, the Pledge Agreement, each Mortgage (if any), each Guaranty, and each other Loan Document executed and delivered in connection therewith;

3. The Escrow Agreement, dated as of June 30, 2024, among the Borrower, the Seller, and Commonwealth Trust & Escrow Company, as Escrow Agent;

4. The Earnout Agreement, dated as of June 30, 2024, between the Borrower and the Seller;

5. The Bill of Sale, dated as of June 30, 2024, from the Seller to the Borrower;

6. The Assignment and Assumption Agreement, dated as of June 30, 2024, between the Seller and the Borrower;

7. The intellectual Property Assignment Agreement, dated as of June 30, 2024, between the Seller and the Borrower;

8. The Transition Services Agreement, dated as of June 30, 2024, between the Seller and the Borrower;

9. The Certificate of Incorporation of Ardent Healthcare Acquisition Corp., as filed with the Secretary of State of the State of Delaware on January 22, 2024 (Delaware File No. 7129384), together with all amendments and restatements thereof;

10. The Bylaws of Ardent Healthcare Acquisition Corp., as currently in effect;

11. The Certificate of Limited Partnership of Ardent Capital Partners III LP, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto (EIN 87-6543210);

12. The Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, dated as of March 15, 2022, as amended by that certain First Amendment to the Amended and Restated Agreement of Limited Partnership, dated as of November 8, 2023, and that certain Second Amendment thereto, dated as of February 14, 2024 (collectively, the "LP Agreement");

13. The Certificate of Formation of Ardent Capital Management LLC, a Delaware limited liability company, which serves as the general partner of the Parent (the "General Partner"), as filed with the Secretary of State of the State of Delaware;

14. The Amended and Restated Limited Liability Company Agreement of Ardent Capital Management LLC, as currently in effect (the "GP Operating Agreement");

15. Resolutions of the Board of Directors of Ardent Healthcare Acquisition Corp. authorizing the Transaction, including without limitation the execution, delivery, and performance of the APA, the Credit Agreement, the other Financing Documents, and each of the other Transaction Documents, adopted by unanimous written consent of the Board of Directors dated as of March 28, 2024, and supplemental resolutions adopted by unanimous written consent of the Board of Directors dated as of June 27, 2024 (collectively, the "Board Resolutions");

16. Resolutions and written consents of Ardent Capital Management LLC, acting in its capacity as General Partner of the Parent, authorizing the execution, delivery, and performance by the Parent of the Guaranty and each of the other Financing Documents to which the Parent is a party, adopted by unanimous written consent dated as of June 26, 2024 (the "GP Consents");

17. A Certificate of Good Standing for Ardent Healthcare Acquisition Corp. issued by the Secretary of State of the State of Delaware, dated June 27, 2024;

18. A Certificate of Good Standing for Ardent Capital Partners III LP issued by the Secretary of State of the State of Delaware, dated June 27, 2024;

19. A Certificate of Good Standing for Ardent Capital Management LLC issued by the Secretary of State of the State of Delaware, dated June 27, 2024;

20. Officer's Certificates of the Borrower delivered at the closing of the Transaction on June 30, 2024, including the certificate delivered pursuant to Section 7.2(d) of the APA and the certificate delivered pursuant to Section 4.01(g) of the Credit Agreement;

21. The Secretary's Certificate of the Borrower (Ardent Healthcare Acquisition Corp.), dated June 30, 2024, certifying as to (a) the Board Resolutions, (b) the incumbency and specimen signatures of the officers of the Borrower executing the Transaction Documents, (c) the Certificate of Incorporation and Bylaws of the Borrower, and (d) the good standing of the Borrower under the laws of the State of Delaware (the "Secretary's Certificate");

22. UCC financing statement search results for Ardent Healthcare Acquisition Corp. and Ardent Capital Partners III LP, conducted in the following jurisdictions: (a) the Delaware Secretary of State, (b) New York State Department of State, and (c) Knox County, Tennessee, each dated within ten (10) business days of the date hereof;

23. Federal and state tax lien, judgment lien, and pending litigation search results for Ardent Healthcare Acquisition Corp. and Ardent Capital Partners III LP in the jurisdictions of the State of Delaware and the State of New York, each dated within ten (10) business days of the date hereof; and

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

In our examination of the foregoing documents and in rendering the opinions expressed herein, we have assumed, without independent verification, the accuracy and completeness of all certificates and statements of fact provided to us by officers and representatives of the Borrower and the Parent, and by public officials, and we have relied upon such certificates and statements for purposes of our opinions on factual matters. We have not undertaken any independent investigation or verification of such factual matters, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Borrower and the Parent or from the rendering of the opinions set forth below.

II. ASSUMPTIONS

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

(a) The genuineness and authenticity of all signatures on all documents examined by us (other than the signatures of the Borrower and the Parent, as to which we express the opinions set forth below), the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies (including facsimile, electronic, or certified copies).

(b) The legal capacity of all natural persons who have executed any of the Transaction Documents or any other documents examined by us in connection with this opinion letter.

(c) That each party to any of the Transaction Documents (other than the Borrower and the Parent) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of the jurisdiction of its organization or formation, has the requisite corporate, partnership, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, and has duly authorized, executed, and delivered each such Transaction Document.

(d) That the Credit Agreement and each of the other Financing Documents constitute the legal, valid, and binding obligation of each party thereto (other than the Borrower and the Parent), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and general principles of equity.

(e) That the APA constitutes the legal, valid, and binding obligation of the Seller (Cardinal Peak Industries, Inc.), enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and general principles of equity.

(f) That the Escrow Agreement constitutes the legal, valid, and binding obligation of Commonwealth Trust & Escrow Company, enforceable against Commonwealth Trust & Escrow Company in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and general principles of equity.

(g) The accuracy and completeness of all factual representations and warranties made by any party in or pursuant to any of the Transaction Documents, including without limitation the representations and warranties set forth in Article IV of the APA and Article V of the Credit Agreement, without regard to any materiality, knowledge, or similar qualifications contained therein or otherwise applicable thereto.

(h) That the Transaction has been consummated in all material respects in accordance with the terms and conditions of the Transaction Documents, that all conditions precedent to the closing of the Acquisition under the APA and to the initial extension of credit under the Credit Agreement have been satisfied or duly waived, and that no default or event of default exists under any of the Transaction Documents as of the date hereof.

(i) That all documents executed in counterparts (including by electronic signature transmitted by DocuSign or similar platforms) constitute one and the same agreement, and that such execution has been effected in compliance with the Federal ESIGN Act, the New York Electronic Signatures and Records Act, and the Delaware Uniform Electronic Transactions Act, as applicable.

III. OPINIONS

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

3.1 Valid Existence and Good Standing — Ardent Healthcare Acquisition Corp.

Ardent Healthcare Acquisition Corp. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Borrower was duly incorporated by the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware on January 22, 2024, and is identified in the records of the Delaware Secretary of State under File No. 7129384. The Borrower has been assigned Employer Identification Number 93-2184720 by the Internal Revenue Service. The registered agent for service of process for the Borrower in the State of Delaware is National Registered Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. As of the date hereof, the Borrower is a wholly owned subsidiary of Ardent Capital Partners III LP. Based upon our review of the Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated June 27, 2024, the Borrower is in good standing under the laws of the State of Delaware as of such date. We have no reason to believe that the good standing of the Borrower has changed between June 27, 2024 and the date of this opinion letter.

3.2 Valid Existence and Good Standing — Ardent Capital Partners III LP

Ardent Capital Partners III LP is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. The Parent was formed pursuant to the filing of its Certificate of Limited Partnership with the Secretary of State of the State of Delaware, and has been assigned Employer Identification Number 87-6543210 by the Internal Revenue Service. The general partner of the Parent is Ardent Capital Management LLC, a Delaware limited liability company that has been duly formed, is validly existing, and is in good standing under the laws of the State of Delaware. Based upon our review of the Certificate of Good Standing issued by the Secretary of State of the State of Delaware for the Parent dated June 27, 2024, and the Certificate of Good Standing issued by the Secretary of State of the State of Delaware for Ardent Capital Management LLC dated June 27, 2024, each of the Parent and its General Partner is in good standing under the laws of the State of Delaware as of such date.

3.3 Power and Authority

The Borrower (Ardent Healthcare Acquisition Corp.) has the corporate power and authority under its Certificate of Incorporation, Bylaws, and the General Corporation Law of the State of Delaware to:

(a) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including the APA, the Credit Agreement, the Security Agreement, the Pledge Agreement, the Escrow Agreement, the Earnout Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the IP Assignment Agreement, the TSA, and each other Transaction Document;

(b) acquire the Acquired Assets from the Seller under and pursuant to the APA for the base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to post-closing adjustments as set forth therein;

(c) borrow under the Credit Agreement, including the drawing of the full Three Hundred Ten Million Dollar ($310,000,000) Term Loan A at the closing of the Acquisition and the availability of the Ninety Million Dollar ($90,000,000) Revolving Credit Facility on the terms and conditions set forth in the Credit Agreement, and to grant the security interests and liens contemplated by the Security Agreement and the other Financing Documents; and

(d) own and operate the Acquired Assets and conduct the business of the acquired healthcare clinic and outpatient services enterprise following the consummation of the Acquisition.

The Parent (Ardent Capital Partners III LP) has the partnership power and authority under its Certificate of Limited Partnership, the LP Agreement, and the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.) to execute, deliver, and perform its obligations under the Guaranty and each of the other Financing Documents to which it is a party, including the Security Agreement and the Pledge Agreement.

3.4 Due Authorization

The execution, delivery, and performance by the Borrower of each of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Borrower, including the adoption of the Board Resolutions by the unanimous written consent of the Board of Directors of the Borrower dated as of March 28, 2024, and the supplemental resolutions adopted by the unanimous written consent of the Board of Directors dated as of June 27, 2024. The Board Resolutions specifically authorize the execution and delivery of the APA, the Credit Agreement, the other Financing Documents, and each of the other Transaction Documents, the consummation of the Acquisition, the borrowing of the Credit Facilities, and the granting of the security interests and liens contemplated by the Security Agreement and the other Financing Documents.

The execution, delivery, and performance by the Parent of the Guaranty and each of the other Financing Documents to which the Parent is a party have been duly authorized by all necessary partnership action on the part of the Parent, including the GP Consents adopted by the unanimous written consent of Ardent Capital Management LLC, acting in its capacity as General Partner of the Parent, dated as of June 26, 2024.

No approval, consent, or authorization of the stockholders of the Borrower, the limited partners of the Parent, or any other equity holders of the Borrower or the Parent is required in connection with the execution, delivery, or performance of the Transaction Documents that has not been duly obtained prior to the date hereof.

3.5 Execution and Delivery

Each of the Transaction Documents to which the Borrower is a party, including the APA, the Credit Agreement, the Security Agreement, the Pledge Agreement, the Escrow Agreement, the Earnout Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the IP Assignment Agreement, the TSA, and each other Transaction Document to which the Borrower is a signatory, has been duly executed and delivered by the Borrower through the action of its duly authorized officers, whose incumbency and authority have been confirmed by the Secretary's Certificate.

Each of the Financing Documents to which the Parent is a party, including the Guaranty, the Security Agreement, and the Pledge Agreement, has been duly executed and delivered by the Parent through the action of Ardent Capital Management LLC, acting in its capacity as General Partner of the Parent, through its duly authorized officers.

3.6 Enforceability

Each of the Transaction Documents to which the Borrower is a party constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, subject to the Enforceability Qualifications set forth in Section IV below.

Each of the Financing Documents to which the Parent is a party, including the Guaranty, the Security Agreement, and the Pledge Agreement, constitutes the legal, valid, and binding obligation of the Parent, enforceable against the Parent in accordance with its respective terms, subject to the Enforceability Qualifications set forth in Section IV below.

3.7 No Conflicts — Governing Documents

The execution, delivery, and performance by the Borrower and the Parent of the Transaction Documents to which each is a party, and the consummation of the transactions contemplated thereby (including the Acquisition, the borrowing of the Credit Facilities, and the granting of the security interests and liens under the Financing Documents), do not and will not:

(a) violate, conflict with, result in a breach of, or constitute a default under, or result in the creation of any lien (other than liens in favor of the Administrative Agent under the Financing Documents) upon any of the properties or assets of the Borrower under, the Certificate of Incorporation or Bylaws of the Borrower;

(b) violate, conflict with, result in a breach of, or constitute a default under, or result in the creation of any lien (other than liens in favor of the Administrative Agent under the Financing Documents) upon any of the properties or assets of the Parent under, the Certificate of Limited Partnership or the LP Agreement of the Parent; or

(c) violate, conflict with, result in a breach of, or constitute a default under the Certificate of Formation or the GP Operating Agreement of Ardent Capital Management LLC, acting in its capacity as General Partner of the Parent.

3.8 No Conflicts — Applicable Law

The execution, delivery, and performance by the Borrower and the Parent of the Transaction Documents to which each is a party, and the consummation of the transactions contemplated thereby, do not and will not violate, conflict with, or result in a breach of any law, statute, rule, or regulation of (i) the State of New York, (ii) the State of Delaware (including the General Corporation Law of the State of Delaware, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Limited Liability Company Act), or (iii) the federal laws of the United States of America, in each case applicable to the Borrower or the Parent.

We note that this opinion with respect to applicable law is limited to the laws of the jurisdictions specified in the preceding sentence. Without limiting the generality of Section V below, this opinion does not cover, and we express no opinion with respect to, any state healthcare regulatory laws or licensing laws of the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, or Kentucky, each of which is a jurisdiction in which the Seller operates healthcare clinics and outpatient service facilities constituting part of the Acquired Assets. We understand that such state healthcare regulatory matters, including change-of-ownership requirements and regulatory approvals, are being addressed separately by Hargrove, Sinclair & Demarest LLP, in its capacity as healthcare regulatory counsel to the Borrower.

3.9 No Conflicts — Court Orders / Judgments

To our knowledge (as defined in Section V below), the execution, delivery, and performance by the Borrower and the Parent of the Transaction Documents to which each is a party, and the consummation of the transactions contemplated thereby, do not and will not violate, conflict with, or result in a breach of any order, writ, injunction, judgment, or decree of any court, tribunal, arbitral panel, or governmental body or agency applicable to the Borrower or the Parent or any of their respective properties or assets.

3.10 No Consents Required

No consent, approval, authorization, order, registration, qualification, or filing with any federal, state, or local governmental authority, agency, commission, or regulatory body is required under the laws of the State of New York, the State of Delaware, or the federal laws of the United States of America for the valid execution, delivery, and performance by the Borrower or the Parent of the Transaction Documents to which each is a party, or for the consummation of the transactions contemplated thereby, except for:

(a) filings with the Secretary of State of the State of Delaware, including the filing of any amendments to the Certificate of Incorporation of the Borrower, the Certificate of Limited Partnership of the Parent, or the Certificate of Formation of the General Partner, in each case as may be required under applicable Delaware law, which filings have been completed as of the date hereof;

(b) filings of UCC-1 financing statements and continuation statements with the appropriate filing offices in the State of Delaware and such other jurisdictions as may be required in connection with the perfection of the security interests granted by the Borrower and the Parent under the Security Agreement, the Pledge Agreement, and the other Financing Documents, which filings are being made on or promptly after the date hereof as contemplated by the Financing Documents;

(c) a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), which we have confirmed is not required with respect to the Acquisition because the applicable jurisdictional thresholds under 15 U.S.C. § 18a are not met in connection with this asset purchase of healthcare clinics (based on the size-of-transaction test and size-of-person test applicable to the Acquisition as of the date of the APA); and

(d) state healthcare regulatory change-of-ownership notices and applications in the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky, certain of which (Tennessee, Georgia, and North Carolina) were filed on or about March 4, 2024, and the remainder of which are being filed or processed as required under applicable state law. Compliance with such state healthcare regulatory filing and approval requirements is being addressed separately by Hargrove, Sinclair & Demarest LLP, in its capacity as healthcare regulatory counsel to the Borrower, and we express no opinion thereon.

3.11 Choice of Law / Governing Law

The choice of the laws of the State of Delaware as the governing law of the APA and the Escrow Agreement is a valid and effective choice of law, and such choice of law would be honored and given effect by a court of competent jurisdiction sitting in the State of New York and applying the choice-of-law rules of the State of New York, including Section 5-1401 of the New York General Obligations Law (to the extent applicable).

The choice of the laws of the State of New York as the governing law of the Credit Agreement and each of the other Financing Documents is a valid and effective choice of law under the laws of the State of New York, including Section 5-1401 of the New York General Obligations Law, and is enforceable in accordance with its terms under New York law.

3.12 No Litigation (Knowledge-Qualified)

To our knowledge, after due inquiry of the attorneys at this firm who have worked substantively on this matter (as identified in Section V below), there is no action, suit, proceeding, arbitration, investigation, or claim pending before, or to our knowledge threatened in writing by, any court, arbitral tribunal, governmental agency, or regulatory body against the Borrower or the Parent that (a) challenges or seeks to restrain, enjoin, or prohibit the consummation of the Transaction or any material portion thereof, or (b) would reasonably be expected to have a material adverse effect on the ability of the Borrower or the Parent to execute, deliver, and perform their respective obligations under any of the Transaction Documents.

We note that this opinion does not address, and we express no opinion with respect to, any litigation, claim, or proceeding pending or threatened against the Seller, including without limitation the matter styled Dawson v. Cardinal Peak Industries, Inc., Case No. 3:23-cv-01847, currently pending in the United States District Court for the Middle District of Tennessee, Nashville Division, which involves claims of alleged employment discrimination and retaliation. We understand that such matter constitutes an Excluded Liability that has been retained by the Seller under Section 2.4(g) of the APA and is not being assumed by the Borrower in the Acquisition.

IV. ENFORCEABILITY QUALIFICATIONS

The enforceability opinions set forth in Section 3.6 above, and any other opinions in this letter that address the enforceability of any agreement, instrument, or obligation, are subject to and limited by (collectively, the "Enforceability Qualifications"):

(a) Applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent transfer, fraudulent conveyance, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting creditors' rights and remedies generally, including without limitation the provisions of Title 11 of the United States Code (the "Bankruptcy Code"), as amended, and analogous state laws;

(b) General principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including without limitation principles governing the availability of specific performance, injunctive relief, and other equitable remedies, and concepts of materiality, reasonableness, good faith, and fair dealing, and the discretion of the court before which any proceeding therefor may be brought;

(c) Limitations on the enforceability of provisions of the Transaction Documents that purport to provide for indemnification, contribution, or exculpation, to the extent that such provisions may be held to be unenforceable as against public policy or in contravention of applicable federal or state securities laws (including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended) or other laws establishing non-waivable rights or imposing non-disclaimable duties;

(d) The effect of applicable usury laws or other laws, rules, or regulations limiting rates of interest that may be charged, collected, reserved, or contracted for, to the extent that any interest rate or default rate set forth in the Credit Agreement or any other Financing Document may exceed the maximum rate permitted by applicable law; and

(e) The possible unenforceability of provisions of the Transaction Documents that purport to waive, or to authorize the waiver of, rights or benefits conferred by applicable law, to the extent that such waivers are prohibited or rendered unenforceable by applicable law, including without limitation waivers of stay, notice, redemption, marshalling, or similar rights in connection with foreclosure or the exercise of other remedies.

V. QUALIFICATIONS, LIMITATIONS, AND EXCLUSIONS

The opinions expressed in this letter are subject to the following qualifications, limitations, and exclusions:

1. Jurisdictional Limitation. The opinions expressed herein are limited to (a) the laws of the State of New York, (b) the General Corporation Law of the State of Delaware (Title 8, Chapter 1 of the Delaware Code), (c) the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.), (d) the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101 et seq.), and (e) the applicable federal laws of the United States of America. We express no opinion as to the laws of any other jurisdiction, and we express no opinion as to the laws of any state, territory, or foreign jurisdiction not specifically enumerated above.

2. Excluded Subject Matters. Without limiting the generality of the foregoing, we do not express any opinion herein as to:

(a) The laws of the State of Tennessee, including without limitation insofar as such laws may govern the Employment Agreements and Non-Competition Agreements entered into between the Borrower and each of Dr. Randall J. Whitfield, M.D. and Elaine Whitfield-Torres, which we understand are governed by Tennessee law;

(b) The healthcare regulatory laws, rules, and regulations of any state, including without limitation the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky, including licensure, certificate of need, change-of-ownership, and facility permitting requirements, all of which are being addressed separately by Hargrove, Sinclair & Demarest LLP, in its capacity as healthcare regulatory counsel to the Borrower;

(c) Any state tax laws other than as may be expressly set forth herein, and any federal, state, or local tax matters, including without limitation the tax consequences of the Acquisition or the characterization of the Transaction for federal or state income, sales, use, transfer, or other tax purposes, all of which are being addressed by Sylvia Hartwell, Tax Partner at this firm, in a separate tax opinion letter, and by Ashford & Creighton LLP for structuring analysis;

(d) Environmental laws, rules, and regulations, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), and analogous state environmental statutes;

(e) Employee benefit, pension, or other matters arising under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended, including without limitation any matters relating to the Seller's 401(k) plan or any other employee benefit plan of the Seller, which we understand constitutes an Excluded Liability under the APA;

(f) Healthcare regulatory compliance matters, including without limitation compliance with the Medicare and Medicaid programs, Medicare and Medicaid enrollment and provider agreements, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Law (42 U.S.C. § 1395nn), the False Claims Act (31 U.S.C. §§ 3729–3733), and analogous state healthcare fraud and abuse laws, all of which are being addressed separately by Hargrove, Sinclair & Demarest LLP;

(g) The validity, enforceability, or registrability of any intellectual property rights, including without limitation the trademark registration for "PeakConnect" (U.S. Registration No. 5,412,887 on the Principal Register of the United States Patent and Trademark Office) or any other patents, trademarks, service marks, copyrights, trade secrets, or domain names included in the Acquired Assets;

(h) Real property matters of any kind, including without limitation the validity, enforceability, priority, or effect of any of the thirty-seven (37) clinic leases or sublease agreements included in the Acquired Assets, the sufficiency or enforceability of any landlord consent or estoppel certificate obtained or required in connection with the assignment or transfer of such leases, or any title, survey, zoning, or land use matters;

(i) Insurance regulatory laws, rules, and regulations of any jurisdiction; and

(j) The representations and warranties insurance policy issued by Sentinel Specialty Insurance Company (Policy No. SSI-RWI-2024-05178) in connection with the Acquisition (the "R&W Insurance Policy"), including without limitation the validity, enforceability, scope, or coverage of such policy, the financial condition or solvency of Sentinel Specialty Insurance Company, or the obligations of any party thereunder.

3. "Knowledge" Qualification. Whenever the phrase "to our knowledge" or any similar phrase is used in this opinion letter, it refers solely to the actual knowledge, as of the date hereof, of the following attorneys at Calderwood & Harkness LLP who have devoted substantive professional attention to the representation of the Borrower and the Parent in connection with the Transaction and the preparation of this opinion letter: Beatrice Holloway (Responsible Partner), James Prentice (Billing Partner), Derek Okonkwo (Lead Associate), and Tiffany Rosenthal (Working Associate). We have not conducted any independent investigation beyond the review of the documents and records described in Section I above and the inquiries made of such attorneys, and the use of "to our knowledge" or similar phrases should not be interpreted as implying that we have undertaken any broader or more comprehensive inquiry into the matters addressed thereby.

4. Date of Opinion; No Obligation to Update. This opinion letter speaks only as of its date, June 30, 2024. We assume no obligation, and hereby disclaim any obligation, to update, supplement, revise, or reaffirm this opinion letter to reflect any facts, circumstances, changes in law or regulation, or events occurring or coming to our attention after the date hereof, regardless of whether any such fact, circumstance, change, or event would or might affect or modify any of the opinions expressed herein.

VI. RELIANCE AND BENEFIT

This opinion letter is furnished solely for the benefit of the Addressees — that is, Pinnacle National Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, and each of the Lenders party to the Credit Agreement (Horizon Commercial Lending Corp., Tidewater Savings Bank, N.A., and Great Plains Capital Partners LLC) — in connection with the Credit Agreement and the transactions contemplated thereby. This opinion letter may not be relied upon by any other person or entity, or for any purpose other than as described herein, without the prior written consent of Calderwood & Harkness LLP. Without limiting the foregoing, this opinion letter may not be quoted, cited, or referred to in any filing, report, or document submitted to any governmental authority or regulatory body, or in any litigation or proceeding, without our prior written consent.

Notwithstanding the foregoing, this opinion letter may be relied upon by any person or entity that becomes a successor or assign of the Administrative Agent or any Lender to the extent such succession or assignment is permitted by and effected in accordance with the terms and conditions of the Credit Agreement, provided that such successor or assignee acknowledges and agrees that such reliance is subject to all of the assumptions, qualifications, limitations, and exclusions set forth herein.

Very truly yours,