1005-00002 · Granite Peak Capital Partners · Closing

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 48th Floor New York, New York 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

December 10, 2025

Broadleaf Securities LLC 383 Madison Avenue, 12th Floor New York, New York 10179

Attention: High Yield Capital Markets Group

Fieldstone Capital Markets, Inc. 120 South LaSalle Street, Suite 1600 Chicago, Illinois 60603

Attention: Debt Capital Markets

(Broadleaf Securities LLC, as Lead Initial Purchaser and Bookrunner, and Fieldstone Capital Markets, Inc., as Co-Manager, are referred to herein collectively as the "Initial Purchasers")

Ridgeline Trust Company, N.A. 60 South Sixth Street, Suite 2100 Minneapolis, Minnesota 55402

Attention: Corporate Trust Administration

Ladies and Gentlemen:

We have acted as counsel to Nexford Industrial Holdings Inc., a corporation duly organized under the laws of the State of Delaware (the "Issuer" or the "Company"), in connection with the issuance by the Issuer of $150,000,000 aggregate principal amount of additional 8.750% Senior Secured Notes due 2030 (the "Add-On Notes") under the First Supplemental Indenture dated as of December 10, 2025 (the "Supplemental Indenture"), which supplements and is to be read in conjunction with the Indenture dated as of March 15, 2023 (the "Original Indenture" and, together with the Supplemental Indenture, the "Indenture"), among the Issuer, the Guarantors (as defined below), and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent (in such capacities, the "Trustee"). The Add-On Notes constitute "Additional Notes" under Section 2.01 of the Original Indenture and, upon the expiration of the 40-day distribution compliance period applicable to the Regulation S Notes (as defined in the Indenture), will be fungible with the existing $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 originally issued on March 15, 2023 (the "Existing Notes"), resulting in an aggregate principal amount of $625,000,000 of 8.750% Senior Secured Notes due 2030 outstanding under the Indenture.

The Add-On Notes are being offered and sold pursuant to the Purchase Agreement dated December 5, 2025 (the "Purchase Agreement"), among the Issuer, the Guarantors, and Broadleaf Securities LLC, as representative of the Initial Purchasers, and Fieldstone Capital Markets, Inc. The Add-On Notes are being offered and sold in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A under the Securities Act to qualified institutional buyers (as defined therein) and pursuant to Regulation S under the Securities Act to non-U.S. persons (as defined therein) in offshore transactions.

This opinion is delivered to you pursuant to Section 7(b) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture or the Purchase Agreement, as applicable.

I. Definitions

As used in this opinion letter, the following terms have the meanings set forth below:

"Supplemental Indenture" means the First Supplemental Indenture dated as of December 10, 2025, among the Issuer, the Guarantors, and the Trustee.

"Indenture" means the Original Indenture dated as of March 15, 2023, among the Issuer, the Guarantors, and the Trustee, as supplemented by the Supplemental Indenture.

"Add-On Notes" means the $150,000,000 aggregate principal amount of additional 8.750% Senior Secured Notes due 2030 issued under the Supplemental Indenture, bearing temporary CUSIP numbers 65438T AB3 (with respect to the Rule 144A Global Note) and U65438 AB5 (with respect to the Regulation S Global Note).

"Guarantees" means the guarantees of the Add-On Notes by each of the Guarantors pursuant to the Indenture and the Supplemental Indenture.

"Purchase Agreement" means the Purchase Agreement dated December 5, 2025, among the Issuer, the Guarantors, and the Initial Purchasers.

"Offering Memorandum" means the Offering Memorandum Supplement dated December 3, 2025, together with the Offering Memorandum dated March 12, 2023, relating to the offering of the Add-On Notes.

"Security Documents" means, collectively, the security agreements, pledge agreements, intellectual property security agreements, mortgages, and other collateral documents delivered under and pursuant to the Indenture securing the Notes Priority Collateral, as supplemented by any additional security documents executed and delivered in connection with the issuance of the Add-On Notes as of the date hereof.

"Intercreditor Agreement" means the Intercreditor Agreement dated as of March 15, 2023, between Ridgeline Trust Company, N.A., in its capacity as Collateral Agent for the holders of the Notes (the "Notes Collateral Agent"), and Lakefront National Bank, in its capacity as administrative agent and collateral agent for the lenders under the ABL Facility (the "ABL Agent").

"Registration Rights Agreement" means the Registration Rights Agreement dated as of March 15, 2023, among the Issuer, the Guarantors, and Broadleaf Securities LLC, as representative of the initial purchasers of the Existing Notes, as joined by the Issuer with respect to the Add-On Notes.

"Transaction Documents" means, collectively, the Supplemental Indenture, the Add-On Notes, the Guarantees, the Purchase Agreement, the Security Documents, and the Registration Rights Agreement.

"Guarantors" means Nexford Parent Corp., a corporation organized under the laws of the State of Delaware, and the following subsidiary guarantors:

1. Nexford Thermal Systems, LLC, a limited liability company organized under the laws of the State of Delaware;

2. Nexford Fastener Group, Inc., a corporation organized under the laws of the State of Delaware;

3. Nexford Aerospace Components, Inc., a corporation organized under the laws of the State of Delaware;

4. Prairie Metal Works, LLC, a limited liability company organized under the laws of the State of Illinois;

5. Great Lakes Precision, Inc., a corporation organized under the laws of the State of Michigan;

6. Nexford Defense Solutions, LLC, a limited liability company organized under the laws of the State of Delaware;

7. Nexford Energy Products, Inc., a corporation organized under the laws of the State of Texas;

8. Veltrano Tool & Die, LLC, a limited liability company organized under the laws of the State of Ohio; and

9. Nexford International Holdings, Inc., a corporation organized under the laws of the State of Delaware.

II. Documents and Records Examined

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

1. The Original Indenture dated as of March 15, 2023, among the Issuer, the Guarantors, and the Trustee;

2. The First Supplemental Indenture dated as of December 10, 2025, among the Issuer, the Guarantors, and the Trustee;

3. The form of Global Note representing the Add-On Notes, in both the Rule 144A form and the Regulation S form, attached as exhibits to the Supplemental Indenture;

4. The Purchase Agreement dated December 5, 2025, among the Issuer, the Guarantors, and the Initial Purchasers;

5. The Offering Memorandum Supplement dated December 3, 2025, relating to the offering of the Add-On Notes;

6. The Offering Memorandum dated March 12, 2023, relating to the offering of the Existing Notes;

7. The Registration Rights Agreement dated as of March 15, 2023, among the Issuer, the Guarantors, and Broadleaf Securities LLC, as representative of the initial purchasers of the Existing Notes;

8. The Intercreditor Agreement dated as of March 15, 2023, between Ridgeline Trust Company, N.A. (as Notes Collateral Agent) and Lakefront National Bank (as ABL Agent);

9. The Security Documents, including any supplements, amendments, or joinder agreements executed and delivered in connection with the issuance of the Add-On Notes;

10. The Certificate of Incorporation of Nexford Industrial Holdings Inc., as amended and restated through the date hereof, and the Bylaws of Nexford Industrial Holdings Inc., as amended and restated through the date hereof, each as currently in effect;

11. The Certificate of Incorporation and Bylaws, or equivalent organizational documents (including certificates of formation, limited liability company agreements, and articles of organization, as applicable), of each Guarantor, as currently in effect;

12. Resolutions of the Board of Directors of the Issuer adopted at a meeting duly convened and held on November 8, 2025, authorizing, among other things, the issuance and sale of the Add-On Notes, the execution and delivery of the Transaction Documents, and the acquisition of Kessler Precision Components, Inc. (the "Kessler Acquisition"), and resolutions or written consents of the governing bodies (including the board of directors or sole member, as applicable) of each Guarantor authorizing the execution and delivery of the Transaction Documents to which such Guarantor is a party;

13. The Secretary's Certificate of the Issuer dated December 10, 2025, executed by Raymond Chiu, Vice President, General Counsel, and Secretary of the Issuer, certifying, among other things, the incumbency and specimen signatures of officers of the Issuer executing the Transaction Documents, the current versions of the Certificate of Incorporation and Bylaws of the Issuer, and the adoption and continuing effectiveness of the board resolutions referenced in clause (12) above;

14. The Officers' Certificate of the Issuer dated December 10, 2025, executed by Sandra Okafor, Executive Vice President and Chief Financial Officer, and Raymond Chiu, Vice President, General Counsel, and Secretary, delivered pursuant to Section 7(e) of the Purchase Agreement;

15. A certificate of good standing for the Issuer issued by the Secretary of State of the State of Delaware, dated December 9, 2025;

16. Certificates of good standing (or equivalent certificates of existence or status) for each Guarantor issued by the Secretary of State or other appropriate governmental authority of its respective jurisdiction of organization, each dated within five (5) business days prior to the date hereof;

17. UCC-1 financing statements and UCC-3 amendments thereto filed in connection with the Security Documents in the office of the Secretary of State of the State of Delaware and in such other filing offices as we have deemed appropriate; and

18. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein.

We have also reviewed and relied upon such matters of law and fact as we have considered necessary or appropriate as a basis for the opinions expressed below, including the representations and warranties of the Issuer and the Guarantors set forth in the Transaction Documents and the certificates delivered in connection therewith.

III. Assumptions

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

(a) The genuineness of all signatures on all documents examined by us, other than the signatures of officers and authorized representatives of the Issuer and the Guarantors, which signatures we have verified through incumbency certificates and comparison with specimen signatures on file with us;

(b) The authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise);

(c) The completeness and accuracy, as of the date of their respective delivery, of all certificates and other documents delivered to us by officers of the Issuer and the Guarantors and by public officials;

(d) Each party to the Transaction Documents (other than the Issuer and the Guarantors) has been duly organized or formed, is validly existing, and is in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority, and legal right to execute, deliver, and perform its respective obligations under each Transaction Document to which it is a party;

(e) Each Transaction Document constitutes the legal, valid, and binding obligation of each party thereto (other than the Issuer and the Guarantors), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity;

(f) The factual accuracy and completeness, as of the dates made, of all representations and warranties of all parties contained in the Transaction Documents and in all certificates, officer's certificates, and other instruments delivered in connection with the transactions contemplated thereby;

(g) The Trustee has duly authenticated the Add-On Notes in accordance with the terms of the Indenture, and the Global Notes have been duly countersigned by an authorized signatory of the Trustee;

(h) The Depository Trust Company ("DTC") has accepted the Global Notes representing the Add-On Notes for book-entry settlement and has credited the accounts of the Initial Purchasers (or their respective participants) with the applicable interests in the Global Notes, and that transfers through DTC, Stonefield Industries ("Thackeray Partners LLC"), and Harborview Industries ("Ashgrove Enterprises") will be effected in accordance with the applicable rules and procedures of such systems;

(i) No party to any Transaction Document has engaged in any conduct, and no circumstances exist, that would cause the application of the federal or state securities laws to differ from that described in this opinion or as contemplated by the Purchase Agreement and the Offering Memorandum; and

(j) The Initial Purchasers have complied, and will comply, with all applicable offering restrictions and transfer restrictions set forth in the Purchase Agreement and the Offering Memorandum.

IV. Limitations on Laws Covered

The opinions expressed herein are limited in all respects to, and we express no opinion as to the laws of any jurisdiction other than:

(a) The laws of the State of New York;

(b) The General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such law); and

We expressly note that no opinion is expressed herein as to the laws of any other jurisdiction, including, without limitation, the laws of the State of Illinois, the State of Michigan, the State of Ohio, or the State of Texas, each of which is the jurisdiction of organization of one or more of the Guarantors. With respect to the Guarantors organized under the laws of those jurisdictions, our opinions are qualified as set forth more fully in Section V and Section VII herein. We have, however, relied upon certificates of good standing or existence issued by the relevant Secretaries of State or other appropriate governmental authorities of such jurisdictions as to matters of fact and good standing with respect to such Guarantors, as referenced in Section II above.

We are members of the Bar of the State of New York, and we do not purport to be experts on, or to express any opinion with respect to, the laws of any jurisdiction other than those specified above. To the extent that the laws of any jurisdiction other than those specified above are relevant to any of the opinions expressed herein, we have assumed, without independent investigation, that such laws do not differ from the laws of the State of New York in any manner that would affect the opinions expressed herein.

V. Opinions

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

Opinion 1: Due Organization and Good Standing

(a) The Issuer, Nexford Industrial Holdings Inc., is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware. We have based this opinion on our review of the Certificate of Incorporation and Bylaws of the Issuer and the certificate of good standing issued by the Secretary of State of the State of Delaware referenced in Section II(15) above.

(b) Nexford Parent Corp. is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware.

(c) Each of the subsidiary Guarantors organized under the laws of the State of Delaware, namely (i) Nexford Thermal Systems, LLC, (ii) Nexford Fastener Group, Inc., (iii) Nexford Aerospace Components, Inc., (iv) Nexford Defense Solutions, LLC, and (v) Nexford International Holdings, Inc., is duly organized or formed, validly existing, and in good standing under the laws of the State of Delaware. With respect to Nexford Thermal Systems, LLC and Nexford Defense Solutions, LLC, which are limited liability companies, we have reviewed their respective certificates of formation and limited liability company agreements and the certificates of good standing issued by the Secretary of State of the State of Delaware. With respect to Nexford Fastener Group, Inc., Nexford Aerospace Components, Inc., and Nexford International Holdings, Inc., which are corporations, we have reviewed their respective certificates of incorporation and bylaws and the certificates of good standing issued by the Secretary of State of the State of Delaware.

(d) With respect to each Guarantor organized under the laws of a jurisdiction other than the State of Delaware, namely (i) Prairie Metal Works, LLC, a limited liability company organized under the laws of the State of Illinois, (ii) Great Lakes Precision, Inc., a corporation organized under the laws of the State of Michigan, (iii) Nexford Energy Products, Inc., a corporation organized under the laws of the State of Texas, and (iv) Veltrano Tool & Die, LLC, a limited liability company organized under the laws of the State of Ohio, we note that our opinion with respect to the due organization, valid existence, and good standing of each such entity is based solely upon our review of the certificates of good standing (or equivalent certificates of existence or status) issued by the relevant Secretaries of State of the States of Illinois, Michigan, Texas, and Ohio, respectively, and we render no opinion as to the organizational laws of those jurisdictions or as to any matter governed by the laws of those jurisdictions.

Opinion 2: Corporate Power and Authority

(a) The Issuer has the requisite corporate power and authority under its Certificate of Incorporation, Bylaws, and the General Corporation Law of the State of Delaware to execute, deliver, and perform its obligations under the Supplemental Indenture, the Add-On Notes, the Purchase Agreement, and each other Transaction Document to which it is a party, and to consummate the transactions contemplated thereby, including the issuance of the Add-On Notes and the grant of security interests in the Notes Priority Collateral.

(b) Each Guarantor has the requisite corporate, limited liability company, or other organizational power and authority (as applicable to such Guarantor's form of entity) under its organizational documents and applicable law to execute, deliver, and perform its obligations under the Supplemental Indenture, the Guarantees, and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated thereby, including the grant of the Guarantees and the grant of security interests in the Notes Priority Collateral owned by such Guarantor. With respect to Guarantors organized under the laws of jurisdictions other than the State of Delaware, this opinion regarding organizational power and authority is limited to our review of the organizational documents of each such Guarantor as provided to us and our assumption that such documents are in full force and effect and have not been amended or modified except as reflected in the copies provided to us.

Opinion 3: Due Authorization

(a) The execution, delivery, and performance by the Issuer of the Supplemental Indenture, the Add-On Notes, the Purchase Agreement, and each other Transaction Document to which the Issuer is a party, and the consummation by the Issuer of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of the Issuer. Without limiting the generality of the foregoing, we have reviewed the resolutions of the Board of Directors of the Issuer adopted at a duly convened meeting held on November 8, 2025, and such resolutions authorize, among other things, (i) the issuance and sale of the Add-On Notes, (ii) the execution, delivery, and performance of the Supplemental Indenture, the Purchase Agreement, and the other Transaction Documents, (iii) the application of the net proceeds of the Add-On Notes, including the funding of the Kessler Acquisition, and (iv) the taking of all actions necessary or appropriate to consummate the foregoing. No stockholder approval is required under the General Corporation Law of the State of Delaware or the Certificate of Incorporation or Bylaws of the Issuer for the authorization, issuance, or sale of the Add-On Notes or the execution and delivery of the Transaction Documents.

(b) The execution, delivery, and performance by each Guarantor of the Supplemental Indenture, the Guarantees, and each other Transaction Document to which such Guarantor is a party, and the consummation by such Guarantor 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 Guarantor (as applicable). We have reviewed the resolutions of the board of directors, or the written consent of the sole member, of each Guarantor, as applicable, authorizing the execution, delivery, and performance of the Transaction Documents to which such Guarantor is a party.

Opinion 4: Execution and Delivery

(a) The Supplemental Indenture, the Add-On Notes, the Purchase Agreement, and each other Transaction Document to which the Issuer is a party have been duly executed and delivered by the Issuer. We have verified the due execution of such documents through our review of the incumbency certificates and specimen signatures contained in the Secretary's Certificate of the Issuer dated December 10, 2025, and through our attendance at the closing on the date hereof.

(b) The Supplemental Indenture, the Guarantees, and each other Transaction Document to which each Guarantor is a party have been duly executed and delivered by such Guarantor. We have verified the due execution of such documents by each Guarantor through our review of the relevant incumbency certificates and authorizing resolutions or written consents provided to us by the respective Guarantors.

Opinion 5: Enforceability — Add-On Notes and Supplemental Indenture

(a) The Supplemental Indenture constitutes a legal, valid, and binding obligation of the Issuer and each Guarantor party thereto, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions (as defined in Section VI below).

(b) The Add-On Notes, when duly authenticated by the Trustee in accordance with the terms of the Indenture and delivered to, and paid for by, the Initial Purchasers in accordance with the terms of the Purchase Agreement, will constitute legal, valid, and binding obligations of the Issuer, entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions.

Opinion 6: Enforceability — Guarantees

Each Guarantee endorsed on the Add-On Notes, when the Add-On Notes are duly authenticated by the Trustee in accordance with the terms of the Indenture and delivered to, and paid for by, the Initial Purchasers in accordance with the terms of the Purchase Agreement, will constitute a legal, valid, and binding obligation of the respective Guarantor executing such Guarantee, enforceable against such Guarantor in accordance with its terms, subject to the Enforceability Exceptions. Each such Guarantee will be a senior secured obligation of the respective Guarantor, ranking pari passu in right of payment with all existing and future senior indebtedness of such Guarantor, and will be secured by first-priority liens on the Notes Priority Collateral and second-priority liens on the ABL Priority Collateral, in each case subject to the terms and conditions of the Intercreditor Agreement and the Security Documents.

Opinion 7: Enforceability — Purchase Agreement

The Purchase Agreement constitutes a legal, valid, and binding obligation of the Issuer and each Guarantor party thereto, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions.

Opinion 8: Security Interest / Collateral

(a) The Supplemental Indenture and the Security Documents are effective to create in favor of the Trustee, as Collateral Agent for the benefit of the holders of the Notes (including the Add-On Notes), a valid security interest in the Issuer's and each Guarantor's right, title, and interest in and to the Notes Priority Collateral described therein to the extent that a security interest therein may be created under Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "UCC"). The Notes Priority Collateral includes, without limitation, equipment, real property, intellectual property (including patents, trademarks, and copyrights), and the equity interests in the direct subsidiaries of the Issuer and each Guarantor that has pledged such equity interests pursuant to the applicable pledge agreements.

(b) With respect to Notes Priority Collateral in which a security interest may be perfected by the filing of a financing statement under Article 9 of the UCC, upon the due filing of appropriate UCC-1 financing statements (including any UCC-3 amendments thereto reflecting the Add-On Notes) in the office of the Secretary of State of the State of Delaware (with respect to the Issuer and each Delaware-organized Guarantor) and in such other filing offices as are appropriate under the UCC with respect to each other Guarantor, such security interest will be perfected. We have reviewed the UCC financing statements filed in connection with the Security Documents as described in Section II(17) above and have confirmed that UCC-1 financing statements were filed in the appropriate filing offices at the time of the issuance of the Existing Notes.

(c) We note that the security interest in the Notes Priority Collateral is subject to the Intercreditor Agreement dated as of March 15, 2023, between Ridgeline Trust Company, N.A. (as Notes Collateral Agent) and Lakefront National Bank (as ABL Agent), which governs the relative rights and priorities as between the holders of the Notes (including the Add-On Notes) and the lenders under the ABL Facility with respect to the Notes Priority Collateral (on which the holders of the Notes have a first-priority security interest, consisting of equipment, real property, intellectual property, and equity interests in subsidiaries) and the ABL Priority Collateral (on which the ABL lenders have a first-priority security interest, consisting of accounts receivable, inventory, deposit accounts, and proceeds thereof).

(d) We express no opinion as to the creation, attachment, perfection, or priority of security interests in real property, fixtures, or any other property interests to the extent that such security interests are governed by the laws of the jurisdictions in which such property is located rather than by Article 9 of the UCC. We further express no opinion as to the priority of any security interest created by the Security Documents, whether relative to the security interests of the ABL lenders under the Intercreditor Agreement, to the security interests of any other person, or otherwise.

Opinion 9: No Registration Under the Securities Act

(a) Assuming (i) the accuracy, as of the date hereof and as of the date of the original sale of the Add-On Notes, of the representations and warranties of the Issuer and the Guarantors set forth in the Purchase Agreement and of the Initial Purchasers set forth in the Purchase Agreement, (ii) the due compliance by the Issuer, the Guarantors, and the Initial Purchasers with the offering restrictions and transfer restrictions set forth in the Purchase Agreement and the Offering Memorandum, and (iii) the due performance by the Initial Purchasers of their obligations under the Purchase Agreement, no registration of the Add-On Notes under the Securities Act is required for (A) the offer and sale of the Add-On Notes by the Issuer to the Initial Purchasers or (B) the initial resale of the Add-On Notes by the Initial Purchasers in the manner contemplated by the Purchase Agreement and the Offering Memorandum.

(b) The Add-On Notes are being offered and sold (i) in the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on the exemption from registration provided by Rule 144A under the Securities Act and (ii) outside the United States to non-U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in reliance on Regulation S under the Securities Act. We note that the availability of such exemptions depends upon the satisfaction of the conditions set forth in Rule 144A and Regulation S, as applicable, including the requirement that the Issuer, at the time of the original sale and at the time of any resale in reliance on Rule 144A, make available to the holder and any prospective purchaser the information required by Rule 144A(d)(4) under the Securities Act, if the Issuer is not then a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(c) We further note that the Registration Rights Agreement requires the Issuer to file with the Securities and Exchange Commission (the "SEC"), and to use commercially reasonable efforts to cause to become effective, a registration statement on an appropriate form under the Securities Act with respect to an offer to exchange the Add-On Notes for new notes having terms substantially identical to the Add-On Notes (except that the new notes will not contain terms with respect to transfer restrictions or additional interest for registration default) on or prior to December 10, 2026 (being 365 days from the closing date of the Add-On Notes offering).

Opinion 10: Investment Company Act

The Issuer is not, and after giving effect to the offering and sale of the Add-On Notes and the application of the net proceeds thereof as described in the Offering Memorandum (including the application of approximately $138,000,000 to fund the cash purchase price of the Kessler Acquisition, approximately $5,000,000 for estimated fees and expenses of the offering and the Kessler Acquisition, and the application of the remaining net proceeds for general corporate purposes, including working capital), will not be required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended. In rendering this opinion, we have relied upon our understanding of the business operations of the Issuer and its subsidiaries as described in the Offering Memorandum and upon the Officers' Certificate of the Issuer dated December 10, 2025.

Opinion 11: No Governmental Consents Required

No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, or body, or any regulatory authority of the United States of America or the State of New York is required for the execution, delivery, and performance by the Issuer or any Guarantor of the Transaction Documents to which it is a party, or for the offer and sale of the Add-On Notes as contemplated by the Purchase Agreement and the Offering Memorandum, except for:

(a) such consents, approvals, authorizations, orders, registrations, filings, or qualifications as have been obtained or made prior to the date hereof, including any filings made with or notices provided to the SEC;

(b) the filing of UCC financing statements (and any amendments thereto) in the applicable filing offices as may be necessary to perfect the security interests created by the Security Documents; and

(c) any filings that may be required under the securities or "blue sky" laws of the various states of the United States (as to which we express no opinion).

Opinion 12: No Conflicts

The execution, delivery, and performance by the Issuer and each Guarantor of the Transaction Documents to which it is a party, and the issuance of the Add-On Notes and the Guarantees, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation or Bylaws (or equivalent organizational documents, including certificates of formation, limited liability company agreements, or articles of organization, as applicable) of the Issuer or any Guarantor;

(b) violate any federal law or regulation or any law or regulation of the State of New York that, in our experience, is applicable to general business transactions of the nature contemplated by the Transaction Documents and that we, in the exercise of customary professional diligence, would reasonably recognize as being applicable to the Issuer, the Guarantors, or the transactions contemplated by the Transaction Documents;

(c) result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, or result in the acceleration of any obligation under, any agreement, indenture, instrument, or other obligation known to us that is listed on Schedule A attached hereto, which includes, without limitation, (i) the ABL Credit Agreement, dated as of March 15, 2023, among the Issuer, the subsidiary borrowers party thereto, the lenders party thereto, and Lakefront National Bank, as administrative agent (the "ABL Facility"), as amended, providing for revolving credit commitments of up to $125,000,000 and maturing on September 15, 2027, (ii) the Original Indenture governing the Existing Notes, and (iii) the Indenture dated as of October 1, 2024, among the Issuer, the Guarantors, and Ridgeline Trust Company, N.A., as trustee, governing the $200,000,000 aggregate principal amount of 10.250% Senior Unsecured Notes due 2031 (the "Unsecured Notes"); or

(d) result in the creation or imposition of any lien, charge, pledge, security interest, or other encumbrance upon any property or assets of the Issuer or any Guarantor, other than the liens and security interests created in favor of the Trustee, as Collateral Agent, pursuant to the Security Documents.

In rendering the opinion set forth in paragraph (c) above, we have relied upon the Officers' Certificate of the Issuer dated December 10, 2025, listing the material agreements and instruments to which the Issuer and the Guarantors are party, and we have reviewed the agreements and instruments listed on Schedule A hereto. We have not undertaken any independent investigation to identify agreements or instruments to which the Issuer or any Guarantor is a party that are not listed on Schedule A.

VI. Enforceability Exceptions

The opinions set forth in Opinions 5, 6, and 7 above are subject to the following qualifications (collectively, the "Enforceability Exceptions"):

1. The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, fraudulent transfer, fraudulent conveyance, preferential transfer, or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the United States Bankruptcy Code (Title 11 of the United States Code), as amended, and state laws relating to the foregoing;

2. The effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies; and

3. The effect of applicable public policy on the enforceability of provisions of the Transaction Documents that purport to provide for indemnification of, or contribution to, any person with respect to liabilities arising under the Securities Act or the Exchange Act, or with respect to liabilities arising from such person's own negligence, willful misconduct, or bad faith.

VII. Additional Qualifications and Limitations

In addition to the Enforceability Exceptions set forth in Section VI above, the opinions expressed herein are subject to the following additional qualifications and limitations:

(a) This opinion letter is rendered as of the date hereof only, and we assume no obligation to update, revise, or supplement this opinion letter to reflect any changes in law, facts, or circumstances that may hereafter occur or become known to us after the date hereof, or to inform the addressees of any effect that any such changes may have on the opinions expressed herein.

(b) The opinions expressed herein are limited to the laws specified in Section IV above — namely, the laws of the State of New York, the General Corporation Law of the State of Delaware, and the federal laws of the United States of America — and we express no opinion as to the laws of any other jurisdiction, state, or country.

(c) We express no opinion as to any tax matters, including, without limitation, any federal, state, local, or foreign tax consequences of the issuance, sale, or ownership of the Add-On Notes, the Guarantees, or any other Transaction Document.

(d) We express no opinion as to compliance with the antifraud provisions of the Securities Act, the Exchange Act, or any state securities laws, including, without limitation, Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, or Section 17(a) of the Securities Act. Such matters are addressed in the separate negative assurance letter of Calderwood & Harkness LLP of even date herewith, delivered pursuant to Section 7(c) of the Purchase Agreement.

(e) We express no opinion as to the enforceability of any provision of the Transaction Documents that purports to constitute a waiver of the right to trial by jury, to the extent that such waiver is determined by a court of competent jurisdiction to be unenforceable under applicable law.

(f) We express no opinion as to the enforceability of any provision of the Transaction Documents relating to forum selection, submission to the jurisdiction of any particular court, or consent to service of process, to the extent that such provisions may be subject to exceptions under applicable law or may be modified or rendered unenforceable by a court of competent jurisdiction.

(g) We express no opinion as to the ranking or priority of any lien or security interest created by the Security Documents, whether relative to the liens and security interests of the ABL lenders under the Intercreditor Agreement, to the liens and security interests of any other creditor, or otherwise, except as expressly set forth in Opinion 8 above with respect to perfection by the filing of UCC financing statements.

(h) With respect to each Guarantor organized under the laws of a jurisdiction other than the State of Delaware — namely, (i) Prairie Metal Works, LLC, a limited liability company organized under the laws of the State of Illinois, (ii) Great Lakes Precision, Inc., a corporation organized under the laws of the State of Michigan, (iii) Nexford Energy Products, Inc., a corporation organized under the laws of the State of Texas, and (iv) Veltrano Tool & Die, LLC, a limited liability company organized under the laws of the State of Ohio — we express no opinion as to the organizational laws of such jurisdictions, including, without limitation, any matters relating to the due formation, valid existence, or organizational power and authority of such entities under the laws of their respective jurisdictions of organization. Our opinions with respect to such entities are based solely on the certificates of good standing or existence issued by the relevant Secretaries of State, as referenced in Section II above, and on our review of their organizational documents as provided to us, and are subject to the assumption that such organizational documents are valid, binding, and enforceable under the applicable laws of such jurisdictions.

(i) We note that the Issuer has informed us that Kessler Precision Components, Inc., a Delaware corporation, is the target of the Kessler Acquisition, which is expected to close on or about December 12, 2025. Pursuant to Section 4.12 of the Indenture, the Issuer is required to cause Kessler Precision Components, Inc. to become a Guarantor under the Indenture and to execute and deliver a joinder to the Supplemental Indenture, a joinder to the Security Documents, and related collateral documents within thirty (30) days following the closing of the Kessler Acquisition. No opinion is rendered herein with respect to Kessler Precision Components, Inc. or its joinder as a Guarantor, as such joinder has not occurred as of the date hereof. We express no opinion as to the obligations, enforceability, or any other matters that may arise in connection with the joinder of Kessler Precision Components, Inc. as a Guarantor under the Indenture.

VIII. Reliance and Benefit

This opinion letter is furnished solely for the benefit of the addressees hereof — namely, Broadleaf Securities LLC, Fieldstone Capital Markets, Inc., and Ridgeline Trust Company, N.A. — in connection with the transactions described herein, and is rendered solely in connection with the offering and sale of the Add-On Notes pursuant to the Purchase Agreement. This opinion letter is not to be used, circulated, quoted, referred to, or relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP in each instance.

Without our prior written consent, this opinion letter may not be quoted or referred to in any public document, filed with any governmental agency or authority (including, without limitation, the SEC), or furnished to any other person or entity. Notwithstanding the foregoing, this opinion letter may be disclosed (a) as required by applicable law or regulation, (b) pursuant to the lawful order of any court of competent jurisdiction or any governmental agency or regulatory authority having jurisdiction over any addressee, (c) in connection with any legal, administrative, or regulatory proceeding relating to the Transaction Documents, and (d) to the legal counsel, accountants, and other professional advisors of the addressees, in each case on a confidential basis and on the understanding that such disclosure does not constitute a waiver of any privilege or protection applicable to this opinion letter.

Each addressee's acceptance of this opinion letter is subject to the understanding that (i) this opinion letter is limited to the matters expressly stated herein and that no opinion is implied or may be inferred beyond the matters expressly stated herein, and (ii) the opinions expressed herein are rendered on the basis of the laws, regulations, and judicial and administrative interpretations in effect as of the date hereof, all of which are subject to change, with possible retroactive effect.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Jennifer Kwon

Title: Partner

Calderwood & Harkness LLP Matter No. 1005-00002

Enclosures: Schedule A — List of Material Agreements Reviewed

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 48th Floor New York, New York 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
December 10, 2025
Broadleaf Securities LLC 383 Madison Avenue, 12th Floor New York, New York 10179
Attention: High Yield Capital Markets Group
Fieldstone Capital Markets, Inc. 120 South LaSalle Street, Suite 1600 Chicago, Illinois 60603
Attention: Debt Capital Markets
(Broadleaf Securities LLC, as Lead Initial Purchaser and Bookrunner, and Fieldstone Capital Markets, Inc., as Co-Manager, are referred to herein collectively as the "Initial Purchasers")
Ridgeline Trust Company, N.A. 60 South Sixth Street, Suite 2100 Minneapolis, Minnesota 55402
Attention: Corporate Trust Administration
Ladies and Gentlemen:
We have acted as counsel to Nexford Industrial Holdings Inc., a corporation duly organized under the laws of the State of Delaware (the "Issuer" or the "Company"), in connection with the issuance by the Issuer of $150,000,000 aggregate principal amount of additional 8.750% Senior Secured Notes due 2030 (the "Add-On Notes") under the First Supplemental Indenture dated as of December 10, 2025 (the "Supplemental Indenture"), which supplements and is to be read in conjunction with the Indenture dated as of March 15, 2023 (the "Original Indenture" and, together with the Supplemental Indenture, the "Indenture"), among the Issuer, the Guarantors (as defined below), and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent (in such capacities, the "Trustee"). The Add-On Notes constitute "Additional Notes" under Section 2.01 of the Original Indenture and, upon the expiration of the 40-day distribution compliance period applicable to the Regulation S Notes (as defined in the Indenture), will be fungible with the existing $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 originally issued on March 15, 2023 (the "Existing Notes"), resulting in an aggregate principal amount of $625,000,000 of 8.750% Senior Secured Notes due 2030 outstanding under the Indenture.
The Add-On Notes are being offered and sold pursuant to the Purchase Agreement dated December 5, 2025 (the "Purchase Agreement"), among the Issuer, the Guarantors, and Broadleaf Securities LLC, as representative of the Initial Purchasers, and Fieldstone Capital Markets, Inc. The Add-On Notes are being offered and sold in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A under the Securities Act to qualified institutional buyers (as defined therein) and pursuant to Regulation S under the Securities Act to non-U.S. persons (as defined therein) in offshore transactions.
This opinion is delivered to you pursuant to Section 7(b) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture or the Purchase Agreement, as applicable.
I. Definitions
As used in this opinion letter, the following terms have the meanings set forth below:
"Supplemental Indenture" means the First Supplemental Indenture dated as of December 10, 2025, among the Issuer, the Guarantors, and the Trustee.
"Indenture" means the Original Indenture dated as of March 15, 2023, among the Issuer, the Guarantors, and the Trustee, as supplemented by the Supplemental Indenture.
"Add-On Notes" means the $150,000,000 aggregate principal amount of additional 8.750% Senior Secured Notes due 2030 issued under the Supplemental Indenture, bearing temporary CUSIP numbers 65438T AB3 (with respect to the Rule 144A Global Note) and U65438 AB5 (with respect to the Regulation S Global Note).
"Guarantees" means the guarantees of the Add-On Notes by each of the Guarantors pursuant to the Indenture and the Supplemental Indenture.
"Purchase Agreement" means the Purchase Agreement dated December 5, 2025, among the Issuer, the Guarantors, and the Initial Purchasers.
"Offering Memorandum" means the Offering Memorandum Supplement dated December 3, 2025, together with the Offering Memorandum dated March 12, 2023, relating to the offering of the Add-On Notes.
"Security Documents" means, collectively, the security agreements, pledge agreements, intellectual property security agreements, mortgages, and other collateral documents delivered under and pursuant to the Indenture securing the Notes Priority Collateral, as supplemented by any additional security documents executed and delivered in connection with the issuance of the Add-On Notes as of the date hereof.
"Intercreditor Agreement" means the Intercreditor Agreement dated as of March 15, 2023, between Ridgeline Trust Company, N.A., in its capacity as Collateral Agent for the holders of the Notes (the "Notes Collateral Agent"), and Lakefront National Bank, in its capacity as administrative agent and collateral agent for the lenders under the ABL Facility (the "ABL Agent").
"Registration Rights Agreement" means the Registration Rights Agreement dated as of March 15, 2023, among the Issuer, the Guarantors, and Broadleaf Securities LLC, as representative of the initial purchasers of the Existing Notes, as joined by the Issuer with respect to the Add-On Notes.
"Transaction Documents" means, collectively, the Supplemental Indenture, the Add-On Notes, the Guarantees, the Purchase Agreement, the Security Documents, and the Registration Rights Agreement.
"Guarantors" means Nexford Parent Corp., a corporation organized under the laws of the State of Delaware, and the following subsidiary guarantors:
1.  Nexford Thermal Systems, LLC, a limited liability company organized under the laws of the State of Delaware;
2.  Nexford Fastener Group, Inc., a corporation organized under the laws of the State of Delaware;
3.  Nexford Aerospace Components, Inc., a corporation organized under the laws of the State of Delaware;
4.  Prairie Metal Works, LLC, a limited liability company organized under the laws of the State of Illinois;
5.  Great Lakes Precision, Inc., a corporation organized under the laws of the State of Michigan;
6.  Nexford Defense Solutions, LLC, a limited liability company organized under the laws of the State of Delaware;
7.  Nexford Energy Products, Inc., a corporation organized under the laws of the State of Texas;
8.  Veltrano Tool & Die, LLC, a limited liability company organized under the laws of the State of Ohio; and
9.  Nexford International Holdings, Inc., a corporation organized under the laws of the State of Delaware.
II. Documents and Records Examined
In rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, instruments, certificates, and records:
1.  The Original Indenture dated as of March 15, 2023, among the Issuer, the Guarantors, and the Trustee;
2.  The First Supplemental Indenture dated as of December 10, 2025, among the Issuer, the Guarantors, and the Trustee;
3.  The form of Global Note representing the Add-On Notes, in both the Rule 144A form and the Regulation S form, attached as exhibits to the Supplemental Indenture;
4.  The Purchase Agreement dated December 5, 2025, among the Issuer, the Guarantors, and the Initial Purchasers;
5.  The Offering Memorandum Supplement dated December 3, 2025, relating to the offering of the Add-On Notes;
6.  The Offering Memorandum dated March 12, 2023, relating to the offering of the Existing Notes;
7.  The Registration Rights Agreement dated as of March 15, 2023, among the Issuer, the Guarantors, and Broadleaf Securities LLC, as representative of the initial purchasers of the Existing Notes;
8.  The Intercreditor Agreement dated as of March 15, 2023, between Ridgeline Trust Company, N.A. (as Notes Collateral Agent) and Lakefront National Bank (as ABL Agent);
9.  The Security Documents, including any supplements, amendments, or joinder agreements executed and delivered in connection with the issuance of the Add-On Notes;
10.  The Certificate of Incorporation of Nexford Industrial Holdings Inc., as amended and restated through the date hereof, and the Bylaws of Nexford Industrial Holdings Inc., as amended and restated through the date hereof, each as currently in effect;
11.  The Certificate of Incorporation and Bylaws, or equivalent organizational documents (including certificates of formation, limited liability company agreements, and articles of organization, as applicable), of each Guarantor, as currently in effect;
12.  Resolutions of the Board of Directors of the Issuer adopted at a meeting duly convened and held on November 8, 2025, authorizing, among other things, the issuance and sale of the Add-On Notes, the execution and delivery of the Transaction Documents, and the acquisition of Kessler Precision Components, Inc. (the "Kessler Acquisition"), and resolutions or written consents of the governing bodies (including the board of directors or sole member, as applicable) of each Guarantor authorizing the execution and delivery of the Transaction Documents to which such Guarantor is a party;
13.  The Secretary's Certificate of the Issuer dated December 10, 2025, executed by Raymond Chiu, Vice President, General Counsel, and Secretary of the Issuer, certifying, among other things, the incumbency and specimen signatures of officers of the Issuer executing the Transaction Documents, the current versions of the Certificate of Incorporation and Bylaws of the Issuer, and the adoption and continuing effectiveness of the board resolutions referenced in clause (12) above;
14.  The Officers' Certificate of the Issuer dated December 10, 2025, executed by Sandra Okafor, Executive Vice President and Chief Financial Officer, and Raymond Chiu, Vice President, General Counsel, and Secretary, delivered pursuant to Section 7(e) of the Purchase Agreement;
15.  A certificate of good standing for the Issuer issued by the Secretary of State of the State of Delaware, dated December 9, 2025;
16.  Certificates of good standing (or equivalent certificates of existence or status) for each Guarantor issued by the Secretary of State or other appropriate governmental authority of its respective jurisdiction of organization, each dated within five (5) business days prior to the date hereof;
17.  UCC-1 financing statements and UCC-3 amendments thereto filed in connection with the Security Documents in the office of the Secretary of State of the State of Delaware and in such other filing offices as we have deemed appropriate; and
18.  Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein.
We have also reviewed and relied upon such matters of law and fact as we have considered necessary or appropriate as a basis for the opinions expressed below, including the representations and warranties of the Issuer and the Guarantors set forth in the Transaction Documents and the certificates delivered in connection therewith.
III. Assumptions
In rendering the opinions set forth herein, we have assumed, without independent investigation or verification, the following:
(a) The genuineness of all signatures on all documents examined by us, other than the signatures of officers and authorized representatives of the Issuer and the Guarantors, which signatures we have verified through incumbency certificates and comparison with specimen signatures on file with us;
(b) The authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise);
(c) The completeness and accuracy, as of the date of their respective delivery, of all certificates and other documents delivered to us by officers of the Issuer and the Guarantors and by public officials;
(d) Each party to the Transaction Documents (other than the Issuer and the Guarantors) has been duly organized or formed, is validly existing, and is in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority, and legal right to execute, deliver, and perform its respective obligations under each Transaction Document to which it is a party;
(e) Each Transaction Document constitutes the legal, valid, and binding obligation of each party thereto (other than the Issuer and the Guarantors), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity;
(f) The factual accuracy and completeness, as of the dates made, of all representations and warranties of all parties contained in the Transaction Documents and in all certificates, officer's certificates, and other instruments delivered in connection with the transactions contemplated thereby;
(g) The Trustee has duly authenticated the Add-On Notes in accordance with the terms of the Indenture, and the Global Notes have been duly countersigned by an authorized signatory of the Trustee;
(h) The Depository Trust Company ("DTC") has accepted the Global Notes representing the Add-On Notes for book-entry settlement and has credited the accounts of the Initial Purchasers (or their respective participants) with the applicable interests in the Global Notes, and that transfers through DTC, Stonefield Industries ("Thackeray Partners LLC"), and Harborview Industries ("Ashgrove Enterprises") will be effected in accordance with the applicable rules and procedures of such systems;
(i) No party to any Transaction Document has engaged in any conduct, and no circumstances exist, that would cause the application of the federal or state securities laws to differ from that described in this opinion or as contemplated by the Purchase Agreement and the Offering Memorandum; and
(j) The Initial Purchasers have complied, and will comply, with all applicable offering restrictions and transfer restrictions set forth in the Purchase Agreement and the Offering Memorandum.
IV. Limitations on Laws Covered
The opinions expressed herein are limited in all respects to, and we express no opinion as to the laws of any jurisdiction other than:
(a) The laws of the State of New York;
(b) The General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such law); and
(c) The federal laws of the United States of America.
We expressly note that no opinion is expressed herein as to the laws of any other jurisdiction, including, without limitation, the laws of the State of Illinois, the State of Michigan, the State of Ohio, or the State of Texas, each of which is the jurisdiction of organization of one or more of the Guarantors. With respect to the Guarantors organized under the laws of those jurisdictions, our opinions are qualified as set forth more fully in Section V and Section VII herein. We have, however, relied upon certificates of good standing or existence issued by the relevant Secretaries of State or other appropriate governmental authorities of such jurisdictions as to matters of fact and good standing with respect to such Guarantors, as referenced in Section II above.
We are members of the Bar of the State of New York, and we do not purport to be experts on, or to express any opinion with respect to, the laws of any jurisdiction other than those specified above. To the extent that the laws of any jurisdiction other than those specified above are relevant to any of the opinions expressed herein, we have assumed, without independent investigation, that such laws do not differ from the laws of the State of New York in any manner that would affect the opinions expressed herein.
V. Opinions
Based upon and subject to the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:
Opinion 1: Due Organization and Good Standing
(a) The Issuer, Nexford Industrial Holdings Inc., is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware. We have based this opinion on our review of the Certificate of Incorporation and Bylaws of the Issuer and the certificate of good standing issued by the Secretary of State of the State of Delaware referenced in Section II(15) above.
(b) Nexford Parent Corp. is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware.
(c) Each of the subsidiary Guarantors organized under the laws of the State of Delaware, namely (i) Nexford Thermal Systems, LLC, (ii) Nexford Fastener Group, Inc., (iii) Nexford Aerospace Components, Inc., (iv) Nexford Defense Solutions, LLC, and (v) Nexford International Holdings, Inc., is duly organized or formed, validly existing, and in good standing under the laws of the State of Delaware. With respect to Nexford Thermal Systems, LLC and Nexford Defense Solutions, LLC, which are limited liability companies, we have reviewed their respective certificates of formation and limited liability company agreements and the certificates of good standing issued by the Secretary of State of the State of Delaware. With respect to Nexford Fastener Group, Inc., Nexford Aerospace Components, Inc., and Nexford International Holdings, Inc., which are corporations, we have reviewed their respective certificates of incorporation and bylaws and the certificates of good standing issued by the Secretary of State of the State of Delaware.
(d) With respect to each Guarantor organized under the laws of a jurisdiction other than the State of Delaware, namely (i) Prairie Metal Works, LLC, a limited liability company organized under the laws of the State of Illinois, (ii) Great Lakes Precision, Inc., a corporation organized under the laws of the State of Michigan, (iii) Nexford Energy Products, Inc., a corporation organized under the laws of the State of Texas, and (iv) Veltrano Tool & Die, LLC, a limited liability company organized under the laws of the State of Ohio, we note that our opinion with respect to the due organization, valid existence, and good standing of each such entity is based solely upon our review of the certificates of good standing (or equivalent certificates of existence or status) issued by the relevant Secretaries of State of the States of Illinois, Michigan, Texas, and Ohio, respectively, and we render no opinion as to the organizational laws of those jurisdictions or as to any matter governed by the laws of those jurisdictions.
Opinion 2: Corporate Power and Authority
(a) The Issuer has the requisite corporate power and authority under its Certificate of Incorporation, Bylaws, and the General Corporation Law of the State of Delaware to execute, deliver, and perform its obligations under the Supplemental Indenture, the Add-On Notes, the Purchase Agreement, and each other Transaction Document to which it is a party, and to consummate the transactions contemplated thereby, including the issuance of the Add-On Notes and the grant of security interests in the Notes Priority Collateral.
(b) Each Guarantor has the requisite corporate, limited liability company, or other organizational power and authority (as applicable to such Guarantor's form of entity) under its organizational documents and applicable law to execute, deliver, and perform its obligations under the Supplemental Indenture, the Guarantees, and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated thereby, including the grant of the Guarantees and the grant of security interests in the Notes Priority Collateral owned by such Guarantor. With respect to Guarantors organized under the laws of jurisdictions other than the State of Delaware, this opinion regarding organizational power and authority is limited to our review of the organizational documents of each such Guarantor as provided to us and our assumption that such documents are in full force and effect and have not been amended or modified except as reflected in the copies provided to us.
Opinion 3: Due Authorization
(a) The execution, delivery, and performance by the Issuer of the Supplemental Indenture, the Add-On Notes, the Purchase Agreement, and each other Transaction Document to which the Issuer is a party, and the consummation by the Issuer of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of the Issuer. Without limiting the generality of the foregoing, we have reviewed the resolutions of the Board of Directors of the Issuer adopted at a duly convened meeting held on November 8, 2025, and such resolutions authorize, among other things, (i) the issuance and sale of the Add-On Notes, (ii) the execution, delivery, and performance of the Supplemental Indenture, the Purchase Agreement, and the other Transaction Documents, (iii) the application of the net proceeds of the Add-On Notes, including the funding of the Kessler Acquisition, and (iv) the taking of all actions necessary or appropriate to consummate the foregoing. No stockholder approval is required under the General Corporation Law of the State of Delaware or the Certificate of Incorporation or Bylaws of the Issuer for the authorization, issuance, or sale of the Add-On Notes or the execution and delivery of the Transaction Documents.
(b) The execution, delivery, and performance by each Guarantor of the Supplemental Indenture, the Guarantees, and each other Transaction Document to which such Guarantor is a party, and the consummation by such Guarantor 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 Guarantor (as applicable). We have reviewed the resolutions of the board of directors, or the written consent of the sole member, of each Guarantor, as applicable, authorizing the execution, delivery, and performance of the Transaction Documents to which such Guarantor is a party.
Opinion 4: Execution and Delivery
(a) The Supplemental Indenture, the Add-On Notes, the Purchase Agreement, and each other Transaction Document to which the Issuer is a party have been duly executed and delivered by the Issuer. We have verified the due execution of such documents through our review of the incumbency certificates and specimen signatures contained in the Secretary's Certificate of the Issuer dated December 10, 2025, and through our attendance at the closing on the date hereof.
(b) The Supplemental Indenture, the Guarantees, and each other Transaction Document to which each Guarantor is a party have been duly executed and delivered by such Guarantor. We have verified the due execution of such documents by each Guarantor through our review of the relevant incumbency certificates and authorizing resolutions or written consents provided to us by the respective Guarantors.
Opinion 5: Enforceability — Add-On Notes and Supplemental Indenture
(a) The Supplemental Indenture constitutes a legal, valid, and binding obligation of the Issuer and each Guarantor party thereto, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions (as defined in Section VI below).
(b) The Add-On Notes, when duly authenticated by the Trustee in accordance with the terms of the Indenture and delivered to, and paid for by, the Initial Purchasers in accordance with the terms of the Purchase Agreement, will constitute legal, valid, and binding obligations of the Issuer, entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions.
Opinion 6: Enforceability — Guarantees
Each Guarantee endorsed on the Add-On Notes, when the Add-On Notes are duly authenticated by the Trustee in accordance with the terms of the Indenture and delivered to, and paid for by, the Initial Purchasers in accordance with the terms of the Purchase Agreement, will constitute a legal, valid, and binding obligation of the respective Guarantor executing such Guarantee, enforceable against such Guarantor in accordance with its terms, subject to the Enforceability Exceptions. Each such Guarantee will be a senior secured obligation of the respective Guarantor, ranking pari passu in right of payment with all existing and future senior indebtedness of such Guarantor, and will be secured by first-priority liens on the Notes Priority Collateral and second-priority liens on the ABL Priority Collateral, in each case subject to the terms and conditions of the Intercreditor Agreement and the Security Documents.
Opinion 7: Enforceability — Purchase Agreement
The Purchase Agreement constitutes a legal, valid, and binding obligation of the Issuer and each Guarantor party thereto, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions.
Opinion 8: Security Interest / Collateral
(a) The Supplemental Indenture and the Security Documents are effective to create in favor of the Trustee, as Collateral Agent for the benefit of the holders of the Notes (including the Add-On Notes), a valid security interest in the Issuer's and each Guarantor's right, title, and interest in and to the Notes Priority Collateral described therein to the extent that a security interest therein may be created under Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "UCC"). The Notes Priority Collateral includes, without limitation, equipment, real property, intellectual property (including patents, trademarks, and copyrights), and the equity interests in the direct subsidiaries of the Issuer and each Guarantor that has pledged such equity interests pursuant to the applicable pledge agreements.
(b) With respect to Notes Priority Collateral in which a security interest may be perfected by the filing of a financing statement under Article 9 of the UCC, upon the due filing of appropriate UCC-1 financing statements (including any UCC-3 amendments thereto reflecting the Add-On Notes) in the office of the Secretary of State of the State of Delaware (with respect to the Issuer and each Delaware-organized Guarantor) and in such other filing offices as are appropriate under the UCC with respect to each other Guarantor, such security interest will be perfected. We have reviewed the UCC financing statements filed in connection with the Security Documents as described in Section II(17) above and have confirmed that UCC-1 financing statements were filed in the appropriate filing offices at the time of the issuance of the Existing Notes.
(c) We note that the security interest in the Notes Priority Collateral is subject to the Intercreditor Agreement dated as of March 15, 2023, between Ridgeline Trust Company, N.A. (as Notes Collateral Agent) and Lakefront National Bank (as ABL Agent), which governs the relative rights and priorities as between the holders of the Notes (including the Add-On Notes) and the lenders under the ABL Facility with respect to the Notes Priority Collateral (on which the holders of the Notes have a first-priority security interest, consisting of equipment, real property, intellectual property, and equity interests in subsidiaries) and the ABL Priority Collateral (on which the ABL lenders have a first-priority security interest, consisting of accounts receivable, inventory, deposit accounts, and proceeds thereof).
(d) We express no opinion as to the creation, attachment, perfection, or priority of security interests in real property, fixtures, or any other property interests to the extent that such security interests are governed by the laws of the jurisdictions in which such property is located rather than by Article 9 of the UCC. We further express no opinion as to the priority of any security interest created by the Security Documents, whether relative to the security interests of the ABL lenders under the Intercreditor Agreement, to the security interests of any other person, or otherwise.
Opinion 9: No Registration Under the Securities Act
(a) Assuming (i) the accuracy, as of the date hereof and as of the date of the original sale of the Add-On Notes, of the representations and warranties of the Issuer and the Guarantors set forth in the Purchase Agreement and of the Initial Purchasers set forth in the Purchase Agreement, (ii) the due compliance by the Issuer, the Guarantors, and the Initial Purchasers with the offering restrictions and transfer restrictions set forth in the Purchase Agreement and the Offering Memorandum, and (iii) the due performance by the Initial Purchasers of their obligations under the Purchase Agreement, no registration of the Add-On Notes under the Securities Act is required for (A) the offer and sale of the Add-On Notes by the Issuer to the Initial Purchasers or (B) the initial resale of the Add-On Notes by the Initial Purchasers in the manner contemplated by the Purchase Agreement and the Offering Memorandum.
(b) The Add-On Notes are being offered and sold (i) in the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on the exemption from registration provided by Rule 144A under the Securities Act and (ii) outside the United States to non-U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in reliance on Regulation S under the Securities Act. We note that the availability of such exemptions depends upon the satisfaction of the conditions set forth in Rule 144A and Regulation S, as applicable, including the requirement that the Issuer, at the time of the original sale and at the time of any resale in reliance on Rule 144A, make available to the holder and any prospective purchaser the information required by Rule 144A(d)(4) under the Securities Act, if the Issuer is not then a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(c) We further note that the Registration Rights Agreement requires the Issuer to file with the Securities and Exchange Commission (the "SEC"), and to use commercially reasonable efforts to cause to become effective, a registration statement on an appropriate form under the Securities Act with respect to an offer to exchange the Add-On Notes for new notes having terms substantially identical to the Add-On Notes (except that the new notes will not contain terms with respect to transfer restrictions or additional interest for registration default) on or prior to December 10, 2026 (being 365 days from the closing date of the Add-On Notes offering).
Opinion 10: Investment Company Act
The Issuer is not, and after giving effect to the offering and sale of the Add-On Notes and the application of the net proceeds thereof as described in the Offering Memorandum (including the application of approximately $138,000,000 to fund the cash purchase price of the Kessler Acquisition, approximately $5,000,000 for estimated fees and expenses of the offering and the Kessler Acquisition, and the application of the remaining net proceeds for general corporate purposes, including working capital), will not be required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended. In rendering this opinion, we have relied upon our understanding of the business operations of the Issuer and its subsidiaries as described in the Offering Memorandum and upon the Officers' Certificate of the Issuer dated December 10, 2025.
Opinion 11: No Governmental Consents Required
No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, or body, or any regulatory authority of the United States of America or the State of New York is required for the execution, delivery, and performance by the Issuer or any Guarantor of the Transaction Documents to which it is a party, or for the offer and sale of the Add-On Notes as contemplated by the Purchase Agreement and the Offering Memorandum, except for:
(a) such consents, approvals, authorizations, orders, registrations, filings, or qualifications as have been obtained or made prior to the date hereof, including any filings made with or notices provided to the SEC;
(b) the filing of UCC financing statements (and any amendments thereto) in the applicable filing offices as may be necessary to perfect the security interests created by the Security Documents; and
(c) any filings that may be required under the securities or "blue sky" laws of the various states of the United States (as to which we express no opinion).
Opinion 12: No Conflicts
The execution, delivery, and performance by the Issuer and each Guarantor of the Transaction Documents to which it is a party, and the issuance of the Add-On Notes and the Guarantees, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation or Bylaws (or equivalent organizational documents, including certificates of formation, limited liability company agreements, or articles of organization, as applicable) of the Issuer or any Guarantor;
(b) violate any federal law or regulation or any law or regulation of the State of New York that, in our experience, is applicable to general business transactions of the nature contemplated by the Transaction Documents and that we, in the exercise of customary professional diligence, would reasonably recognize as being applicable to the Issuer, the Guarantors, or the transactions contemplated by the Transaction Documents;
(c) result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, or result in the acceleration of any obligation under, any agreement, indenture, instrument, or other obligation known to us that is listed on Schedule A attached hereto, which includes, without limitation, (i) the ABL Credit Agreement, dated as of March 15, 2023, among the Issuer, the subsidiary borrowers party thereto, the lenders party thereto, and Lakefront National Bank, as administrative agent (the "ABL Facility"), as amended, providing for revolving credit commitments of up to $125,000,000 and maturing on September 15, 2027, (ii) the Original Indenture governing the Existing Notes, and (iii) the Indenture dated as of October 1, 2024, among the Issuer, the Guarantors, and Ridgeline Trust Company, N.A., as trustee, governing the $200,000,000 aggregate principal amount of 10.250% Senior Unsecured Notes due 2031 (the "Unsecured Notes"); or
(d) result in the creation or imposition of any lien, charge, pledge, security interest, or other encumbrance upon any property or assets of the Issuer or any Guarantor, other than the liens and security interests created in favor of the Trustee, as Collateral Agent, pursuant to the Security Documents.
In rendering the opinion set forth in paragraph (c) above, we have relied upon the Officers' Certificate of the Issuer dated December 10, 2025, listing the material agreements and instruments to which the Issuer and the Guarantors are party, and we have reviewed the agreements and instruments listed on Schedule A hereto. We have not undertaken any independent investigation to identify agreements or instruments to which the Issuer or any Guarantor is a party that are not listed on Schedule A.
VI. Enforceability Exceptions
The opinions set forth in Opinions 5, 6, and 7 above are subject to the following qualifications (collectively, the "Enforceability Exceptions"):
1.  The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, fraudulent transfer, fraudulent conveyance, preferential transfer, or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the United States Bankruptcy Code (Title 11 of the United States Code), as amended, and state laws relating to the foregoing;
2.  The effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies; and
3.  The effect of applicable public policy on the enforceability of provisions of the Transaction Documents that purport to provide for indemnification of, or contribution to, any person with respect to liabilities arising under the Securities Act or the Exchange Act, or with respect to liabilities arising from such person's own negligence, willful misconduct, or bad faith.
VII. Additional Qualifications and Limitations
In addition to the Enforceability Exceptions set forth in Section VI above, the opinions expressed herein are subject to the following additional qualifications and limitations:
(a) This opinion letter is rendered as of the date hereof only, and we assume no obligation to update, revise, or supplement this opinion letter to reflect any changes in law, facts, or circumstances that may hereafter occur or become known to us after the date hereof, or to inform the addressees of any effect that any such changes may have on the opinions expressed herein.
(b) The opinions expressed herein are limited to the laws specified in Section IV above — namely, the laws of the State of New York, the General Corporation Law of the State of Delaware, and the federal laws of the United States of America — and we express no opinion as to the laws of any other jurisdiction, state, or country.
(c) We express no opinion as to any tax matters, including, without limitation, any federal, state, local, or foreign tax consequences of the issuance, sale, or ownership of the Add-On Notes, the Guarantees, or any other Transaction Document.
(d) We express no opinion as to compliance with the antifraud provisions of the Securities Act, the Exchange Act, or any state securities laws, including, without limitation, Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, or Section 17(a) of the Securities Act. Such matters are addressed in the separate negative assurance letter of Calderwood & Harkness LLP of even date herewith, delivered pursuant to Section 7(c) of the Purchase Agreement.
(e) We express no opinion as to the enforceability of any provision of the Transaction Documents that purports to constitute a waiver of the right to trial by jury, to the extent that such waiver is determined by a court of competent jurisdiction to be unenforceable under applicable law.
(f) We express no opinion as to the enforceability of any provision of the Transaction Documents relating to forum selection, submission to the jurisdiction of any particular court, or consent to service of process, to the extent that such provisions may be subject to exceptions under applicable law or may be modified or rendered unenforceable by a court of competent jurisdiction.
(g) We express no opinion as to the ranking or priority of any lien or security interest created by the Security Documents, whether relative to the liens and security interests of the ABL lenders under the Intercreditor Agreement, to the liens and security interests of any other creditor, or otherwise, except as expressly set forth in Opinion 8 above with respect to perfection by the filing of UCC financing statements.
(h) With respect to each Guarantor organized under the laws of a jurisdiction other than the State of Delaware — namely, (i) Prairie Metal Works, LLC, a limited liability company organized under the laws of the State of Illinois, (ii) Great Lakes Precision, Inc., a corporation organized under the laws of the State of Michigan, (iii) Nexford Energy Products, Inc., a corporation organized under the laws of the State of Texas, and (iv) Veltrano Tool & Die, LLC, a limited liability company organized under the laws of the State of Ohio — we express no opinion as to the organizational laws of such jurisdictions, including, without limitation, any matters relating to the due formation, valid existence, or organizational power and authority of such entities under the laws of their respective jurisdictions of organization. Our opinions with respect to such entities are based solely on the certificates of good standing or existence issued by the relevant Secretaries of State, as referenced in Section II above, and on our review of their organizational documents as provided to us, and are subject to the assumption that such organizational documents are valid, binding, and enforceable under the applicable laws of such jurisdictions.
(i) We note that the Issuer has informed us that Kessler Precision Components, Inc., a Delaware corporation, is the target of the Kessler Acquisition, which is expected to close on or about December 12, 2025. Pursuant to Section 4.12 of the Indenture, the Issuer is required to cause Kessler Precision Components, Inc. to become a Guarantor under the Indenture and to execute and deliver a joinder to the Supplemental Indenture, a joinder to the Security Documents, and related collateral documents within thirty (30) days following the closing of the Kessler Acquisition. No opinion is rendered herein with respect to Kessler Precision Components, Inc. or its joinder as a Guarantor, as such joinder has not occurred as of the date hereof. We express no opinion as to the obligations, enforceability, or any other matters that may arise in connection with the joinder of Kessler Precision Components, Inc. as a Guarantor under the Indenture.
VIII. Reliance and Benefit
This opinion letter is furnished solely for the benefit of the addressees hereof — namely, Broadleaf Securities LLC, Fieldstone Capital Markets, Inc., and Ridgeline Trust Company, N.A. — in connection with the transactions described herein, and is rendered solely in connection with the offering and sale of the Add-On Notes pursuant to the Purchase Agreement. This opinion letter is not to be used, circulated, quoted, referred to, or relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP in each instance.
Without our prior written consent, this opinion letter may not be quoted or referred to in any public document, filed with any governmental agency or authority (including, without limitation, the SEC), or furnished to any other person or entity. Notwithstanding the foregoing, this opinion letter may be disclosed (a) as required by applicable law or regulation, (b) pursuant to the lawful order of any court of competent jurisdiction or any governmental agency or regulatory authority having jurisdiction over any addressee, (c) in connection with any legal, administrative, or regulatory proceeding relating to the Transaction Documents, and (d) to the legal counsel, accountants, and other professional advisors of the addressees, in each case on a confidential basis and on the understanding that such disclosure does not constitute a waiver of any privilege or protection applicable to this opinion letter.
Each addressee's acceptance of this opinion letter is subject to the understanding that (i) this opinion letter is limited to the matters expressly stated herein and that no opinion is implied or may be inferred beyond the matters expressly stated herein, and (ii) the opinions expressed herein are rendered on the basis of the laws, regulations, and judicial and administrative interpretations in effect as of the date hereof, all of which are subject to change, with possible retroactive effect.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Jennifer Kwon
Title: Partner
Calderwood & Harkness LLP Matter No. 1005-00002
Enclosures: Schedule A — List of Material Agreements Reviewed

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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