1043-00001 · Ironhaven Holdings · Legal Opinions

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CALDERWOOD & HARKNESS LLP Attorneys at Law

125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

June 3, 2024

Matter No. 1043-00001

Crescent Harbor Bank, N.A. as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner 1200 Harbor Point Drive Charlotte, North Carolina 28202

Pinnacle Trust Company, N.A. as Collateral Agent 101 Constitution Avenue NW Washington, D.C. 20001

Each of the Lenders party to the Credit Agreement referenced below, including:

Ridgeline National Bank Marlowe Asset Management Meridian Capital, LLC Atlas Peak Credit Partners, LP NordBrücke AG Pacific Rim Institutional Lending Corp. Osprey Insurance Capital, Ltd.

Ladies and Gentlemen:

I. INTRODUCTORY PARAGRAPH

We have acted as counsel to Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Borrower"), Ironhaven Holdings Inc., a Delaware corporation ("Holdings" or the "Parent Guarantor"), and, solely for purposes of the opinions set forth herein relating to the Equity Interest Pledge Agreement (as defined below), as counsel to IHDC in connection with the pledge of 100% of the equity interests in Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung ("IHDC Frankfurt"), in connection with the $950,000,000 Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among IHDC (as Borrower), IHDC Frankfurt (as Co-Borrower), Holdings (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders from time to time party thereto (CUSIP: 46283LAA5).

The Closing Date under the Credit Agreement is June 3, 2024. This opinion letter is delivered to you pursuant to Section 4.01(f) (Conditions Precedent — Closing Date Deliverables) of the Credit Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

II. DOCUMENTS EXAMINED

In rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of each of the following documents:

1. The Credit Agreement, dated as of May 15, 2024, among IHDC (as Borrower), IHDC Frankfurt (as Co-Borrower), Holdings (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders from time to time party thereto (execution version).

2. The Guarantee Agreement, dated as of May 15, 2024, made by Holdings in favor of the Administrative Agent for the benefit of the Secured Parties (the "Guarantee Agreement").

3. The Pledge and Security Agreement, dated as of May 15, 2024, made by IHDC and Holdings in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "US Security Agreement").

4. The Equity Interest Pledge Agreement, dated as of May 15, 2024, made by Holdings (pledging 100% of the membership interests in IHDC) and by IHDC (pledging 100% of the equity interests in IHDC Frankfurt), in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "Equity Pledge Agreement").

5. The intellectual Property Security Agreement, dated as of May 15, 2024, made by IHDC in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "IP Security Agreement").

6. The Environmental Indemnity Agreement, dated as of June 3, 2024, made by IHDC in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "Environmental Indemnity Agreement").

7. The Collateral Agent Appointment Agreement, dated as of May 15, 2024, among Crescent Harbor Bank, N.A. (as Administrative Agent) and Pinnacle Trust Company, N.A. (as Collateral Agent) (the "Collateral Agent Appointment Agreement").

8. The Intercreditor Agreement, dated as of May 15, 2024, among Crescent Harbor Bank, N.A. (in its capacities as Administrative Agent under the Credit Agreement and as administrative agent under the Super-Senior Revolving Credit Facility), Pinnacle Trust Company, N.A. (as Collateral Agent), IHDC, and Holdings (the "Intercreditor Agreement").

9. Each Promissory Note issued on the Closing Date by IHDC in favor of each Lender requesting such a note (collectively, the "Promissory Notes").

10. The Deposit Account Control Agreements, each dated as of the Closing Date, among IHDC, Pinnacle Trust Company, N.A. (as Collateral Agent), and Crescent Harbor Bank, N.A. (as depositary bank) (collectively, the "DACAs").

Items 1 through 10 above are referred to collectively herein as the "Transaction Documents" or the "Opinion Documents."

We have also examined the following additional documents and materials:

11. The Solvency Certificate of Rebecca Sung, Chief Financial Officer of IHDC and Holdings, dated June 3, 2024 (the "Solvency Certificate").

12. The Officer's Closing Certificate of IHDC, dated June 3, 2024, executed by Michael Torres, Chief Executive Officer of IHDC (the "Officer's Closing Certificate").

13. The Secretary's/Officer's Certificate of IHDC, dated May 15, 2024, executed by Jonathan Pryce-Williams, General Counsel and Secretary of IHDC, attesting to (a) the organizational documents of IHDC, (b) the incumbency of the officers of IHDC authorized to execute the Transaction Documents, and (c) the resolutions of the members and/or managers of IHDC authorizing the execution, delivery, and performance of the Transaction Documents (the "Secretary's Certificate").

14. The resolutions of the Board of Directors of Ironhaven Holdings Inc. authorizing the execution, delivery, and performance by Holdings of the Guarantee Agreement, the US Security Agreement, and the Equity Pledge Agreement (the "Board Resolutions of Holdings").

15. The resolutions of IHDC, acting in its capacity as sole Gesellschafter (quotaholder) of IHDC Frankfurt, authorizing IHDC Frankfurt's entry into the Credit Agreement and related documents as Co-Borrower (the "Shareholder Resolutions").

In addition, we have examined the following organizational documents and governmental certificates:

(a) The Certificate of Formation of IHDC, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto;

(b) The Limited Liability Company Agreement of IHDC (as amended and restated, the "LLC Agreement"), including all exhibits, schedules, and amendments thereto;

(c) The Certificate of Incorporation of Holdings, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto;

(d) The Amended and Restated Bylaws of Holdings (the "Bylaws");

(e) A Certificate of Good Standing for IHDC issued by the Secretary of State of the State of Delaware, dated May 30, 2024;

(f) A Certificate of Good Standing (Certificate of Fact — Existence) for IHDC issued by the Virginia State Corporation Commission, dated May 30, 2024;

(g) A Certificate of Good Standing for Holdings issued by the Secretary of State of the State of Delaware, dated May 30, 2024;

(h) UCC-1 financing statements filed with the Secretary of State of the State of Delaware and the Loudoun County Circuit Court, Commonwealth of Virginia, as described on Schedule B hereto;

(i) UCC lien search results, federal tax lien search results, judgment lien search results, and pending litigation search results conducted in the States of Delaware, Virginia, and New York, with search results dated on or about May 8, 2024, and brought down through June 2, 2024 (collectively, the "Search Results"); and

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

III. ASSUMPTIONS

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

1. Genuineness of Signatures. All signatures on documents and instruments examined by us (other than the signatures of IHDC, Holdings, and their respective officers and authorized signatories) are genuine, and all natural persons who have executed documents and instruments have the legal capacity to do so.

2. Authenticity of Documents. All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise) conform to the originals thereof, and all such originals are authentic, complete, and accurate.

3. Due Organization of Other Parties. Each party to the Transaction Documents (other than IHDC and Holdings, as to which we opine below) has been duly organized or formed, is validly existing, and is in good standing under the laws of its jurisdiction of organization or formation, and has the full power, authority, and legal right to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party.

4. Due Authorization, Execution, and Delivery by Other Parties. Each party to the Transaction Documents (other than IHDC and Holdings, as to which we opine below) has duly authorized, executed, and delivered each Transaction Document to which it is a party, and the Transaction Documents constitute the legal, valid, and binding obligations of each such party, enforceable against each such party in accordance with their respective terms.

5. Accuracy of Transaction Documents. The Transaction Documents accurately describe the business understanding of the parties thereto, and the terms thereof have not been amended, modified, supplemented, or waived by any oral or written agreement or course of conduct of the parties not disclosed to us.

6. Absence of Fraud, Duress, or Mistake. No party to any Transaction Document has been subject to any fraud, duress, undue influence, mistake of fact or law, or misrepresentation in connection with the execution, delivery, or performance of any Transaction Document.

7. Accuracy of Factual Certificates. All factual matters, statements, certifications, and representations set forth in the Officer's Closing Certificate, the Solvency Certificate, and the Secretary's Certificate are true, complete, and accurate as of the date hereof, and we have relied upon the same without independent investigation.

8. Good Faith of Agents. The Collateral Agent and the Administrative Agent have each acted in good faith and without notice of any defense, claim, counterclaim, or right of set-off in connection with the Transaction Documents and the transactions contemplated thereby.

9. Accuracy of UCC Filings. The information set forth in the UCC-1 financing statements described on Schedule B hereto — including the legal names of the debtors, mailing addresses, organizational identification numbers, and jurisdictions of organization — is true, complete, and accurate and corresponds to the information contained in the public records of the relevant filing offices.

10. German Law Matters. We express no opinion whatsoever on any matter governed by the laws of the Federal Republic of Germany. With respect to matters of German law — including, without limitation, the enforceability of the Credit Agreement as against IHDC Frankfurt as Co-Borrower, the creation, perfection, or priority of any security interest, Grundschuld, or other encumbrance under German law, and the validity of the German share pledge (Anteilsverpfändungsvertrag), German account pledge (Kontoverpfändung), global assignment of receivables (Globalzession), and security transfer of movable assets (Sicherungsübereignungsvertrag) — we refer the addressees to the German local counsel legal opinion of Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt and Julia Falkenberg), delivered concurrently herewith. We have assumed, without independent investigation, that the opinions expressed in such German legal opinion are correct.

11. Value and Consideration. Value has been given by the Lenders and the Collateral Agent for the security interests and other rights granted under the Transaction Documents, and none of the Lenders or the Collateral Agent has notice of any adverse claims (within the meaning of Article 8 of the Uniform Commercial Code) to any of the collateral described in the Transaction Documents.

IV. OPINIONS

Based upon and subject to the foregoing, and subject to the qualifications, exceptions, and limitations set forth in Section V below, we are of the opinion that:

4.1 Due Organization and Good Standing — IHDC

IHDC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. IHDC is duly qualified to transact business as a foreign limited liability company and is in good standing in the Commonwealth of Virginia. In rendering this opinion, we have relied upon (a) the Certificate of Good Standing for IHDC issued by the Secretary of State of the State of Delaware, dated May 30, 2024, and (b) the Certificate of Good Standing (Certificate of Fact — Existence) for IHDC issued by the Virginia State Corporation Commission, dated May 30, 2024. The Employer Identification Number of IHDC is 84-3291057. The registered agent for IHDC in the State of Delaware is Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904.

4.2 Due Organization and Good Standing — Holdings

Ironhaven Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon the Certificate of Good Standing for Holdings issued by the Secretary of State of the State of Delaware, dated May 30, 2024. The Employer Identification Number of Holdings is 84-3291044.

4.3 Power and Authority — IHDC

IHDC has all requisite limited liability company power and authority under its Certificate of Formation and the LLC Agreement to (a) execute, deliver, and perform its obligations under each Transaction Document to which it is a party, (b) own, lease, and operate its properties and to conduct its business as currently conducted and as described in the Officer's Closing Certificate, and (c) grant the security interests, liens, and pledges contemplated by the US Security Agreement, the Equity Pledge Agreement, the IP Security Agreement, the DACAs, and the other Transaction Documents to which IHDC is a party. IHDC has all requisite limited liability company power and authority to borrow $950,000,000 under the Credit Agreement and to perform its obligations thereunder.

4.4 Power and Authority — Holdings

Holdings has all requisite corporate power and authority under its Certificate of Incorporation and the Bylaws to (a) execute, deliver, and perform its obligations under the Guarantee Agreement, the US Security Agreement, and the Equity Pledge Agreement, (b) guarantee the obligations of IHDC under the Credit Agreement and the other Transaction Documents as contemplated by the Guarantee Agreement, and (c) grant the security interests, liens, and pledges in the collateral described in the US Security Agreement and the Equity Pledge Agreement, including the pledge of 100% of the membership interests in IHDC.

4.5 Due Authorization — IHDC

The execution, delivery, and performance by IHDC of each Transaction Document to which it is a party, and the consummation of the transactions contemplated thereby — including, without limitation, the borrowing of $950,000,000 under the Credit Agreement, the granting of security interests and liens in the collateral described in the Security Documents, and the performance of all of IHDC's obligations under the Transaction Documents — have been duly authorized by all necessary limited liability company action on the part of IHDC, including all requisite member and/or manager approvals required under the LLC Agreement and the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. In rendering this opinion, we have reviewed the resolutions of the members and/or managers of IHDC attached to the Secretary's Certificate executed by Jonathan Pryce-Williams on May 15, 2024, and have confirmed that such resolutions were duly adopted in accordance with the LLC Agreement and remain in full force and effect as of the date hereof, unamended and unrevoked.

4.6 Due Authorization — Holdings

The execution, delivery, and performance by Holdings of the Guarantee Agreement, the US Security Agreement, and the Equity Pledge Agreement, and the consummation of the transactions contemplated thereby — including, without limitation, the guaranty of the Obligations (as defined in the Credit Agreement) and the pledge of 100% of the membership interests in IHDC — have been duly authorized by all necessary corporate action on the part of Holdings, including the adoption of resolutions by the Board of Directors of Holdings. In rendering this opinion, we have reviewed the Board Resolutions of Holdings and have confirmed that such resolutions were duly adopted in accordance with the Certificate of Incorporation, the Bylaws, and the General Corporation Law of the State of Delaware, 8 Del. C. § 101 et seq., and remain in full force and effect as of the date hereof, unamended and unrevoked.

4.7 Execution and Delivery

Each of the Transaction Documents to which IHDC is a party has been duly executed and delivered by IHDC. Each of the Transaction Documents to which Holdings is a party has been duly executed and delivered by Holdings. In rendering this opinion, we note that the Credit Agreement, the Guarantee Agreement, the US Security Agreement, the Equity Pledge Agreement, the IP Security Agreement, the Collateral Agent Appointment Agreement, and the Intercreditor Agreement were each executed on May 15, 2024, and the Environmental Indemnity Agreement, the DACAs, the Promissory Notes, and the closing deliverables required by Section 4.01 of the Credit Agreement were executed and/or delivered on the Closing Date, June 3, 2024.

4.8 Enforceability — Credit Agreement

The Credit Agreement constitutes a legal, valid, and binding obligation of IHDC, enforceable against IHDC in accordance with its terms. The Credit Agreement is governed by the laws of the State of New York, and we have reviewed the choice-of-law provision contained therein. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1).

4.9 Enforceability — Guarantee Agreement

The Guarantee Agreement constitutes a legal, valid, and binding obligation of Holdings, enforceable against Holdings in accordance with its terms. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1).

4.10 Enforceability — US Security Agreement

The US Security Agreement constitutes a legal, valid, and binding obligation of each of IHDC and Holdings, enforceable against each of IHDC and Holdings in accordance with its terms. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1).

4.11 Enforceability — Equity Pledge Agreement

The Equity Pledge Agreement constitutes a legal, valid, and binding obligation of each of Holdings (with respect to the pledge of 100% of the membership interests in IHDC) and IHDC (with respect to the pledge of 100% of the equity interests in IHDC Frankfurt), enforceable against each of Holdings and IHDC in accordance with its terms. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1).

We note that our opinion regarding the pledge by IHDC of 100% of the equity interests in IHDC Frankfurt extends only to the creation of a security interest under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware (the "Delaware UCC"). The enforceability of any aspects of such pledge that may be governed by German law — including, without limitation, the creation, perfection, and priority of any security interest or pledge under the laws of the Federal Republic of Germany and the validity and enforceability of the notarized share pledge (Anteilsverpfändungsvertrag) — is not addressed in this opinion letter and is instead addressed in the legal opinion of Wendt Falkenberg Rechtsanwälte PartG mbB delivered concurrently herewith.

4.12 Enforceability — IP Security Agreement

The IP Security Agreement constitutes a legal, valid, and binding obligation of IHDC, enforceable against IHDC in accordance with its terms. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1 and the federal intellectual property law qualifications set forth in Section 5.3).

4.13 Enforceability — Intercreditor Agreement

The Intercreditor Agreement constitutes a legal, valid, and binding obligation of IHDC, enforceable against IHDC in accordance with its terms. We note that the Intercreditor Agreement establishes the relative rights and priorities as between the Secured Parties under the Credit Agreement (as first-lien secured parties) and Crescent Harbor Bank, N.A. (in its capacity as administrative agent under the existing $100,000,000 Super-Senior Revolving Credit Facility, which is fully committed and $0 drawn as of the Closing Date) with respect to the collateral securing the Obligations. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1).

4.14 Enforceability — DACAs, Environmental Indemnity Agreement, Collateral Agent Appointment Agreement, and Promissory Notes

Each of the DACAs, the Environmental Indemnity Agreement, the Collateral Agent Appointment Agreement, and the Promissory Notes constitutes a legal, valid, and binding obligation of IHDC (and, in the case of the US Security Agreement and the Equity Pledge Agreement, of Holdings), enforceable against IHDC (and, where applicable, Holdings) in accordance with its terms. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1).

4.15 No Conflicts — IHDC

The execution, delivery, and performance by IHDC of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby (including the borrowing of $950,000,000 under the Credit Agreement and the granting of the security interests, liens, and pledges contemplated by the Security Documents), do not and will not:

(a) violate any provision of the Certificate of Formation or the LLC Agreement of IHDC;

(b) violate any applicable law, statute, rule, or regulation of the State of New York, the State of Delaware, or the federal laws of the United States that, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents (it being understood that we express no opinion as to compliance with federal or state securities laws or "Blue Sky" laws, any law, rule, or regulation relating to the regulation of any specific type of business, or the laws of any jurisdiction other than those specified);

(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 require any consent, approval, or waiver under, any material agreement, indenture, mortgage, deed of trust, or other instrument listed on Schedule A hereto to which IHDC is a party or by which IHDC or any of its properties is bound; or

(d) result in the creation or imposition of any lien, security interest, charge, or encumbrance upon any property or asset of IHDC, other than the liens and security interests created by or pursuant to the Transaction Documents in favor of the Collateral Agent for the benefit of the Secured Parties.

4.16 No Conflicts — Holdings

The execution, delivery, and performance by Holdings of the Guarantee Agreement, the US Security Agreement, and the Equity Pledge Agreement, and the consummation of the transactions contemplated thereby (including the guaranty of the Obligations and the pledge of 100% of the membership interests in IHDC), do not and will not:

(a) violate any provision of the Certificate of Incorporation or the Bylaws of Holdings;

(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 require any consent, approval, or waiver under, any material agreement, indenture, mortgage, deed of trust, or other instrument listed on Schedule A hereto to which Holdings is a party or by which Holdings or any of its properties is bound; or

(d) result in the creation or imposition of any lien, security interest, charge, or encumbrance upon any property or asset of Holdings, other than the liens and security interests created by or pursuant to the Transaction Documents in favor of the Collateral Agent for the benefit of the Secured Parties.

4.17 No Governmental Approvals Required

No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority of the State of New York, the State of Delaware, or the United States (to the extent governed by applicable federal law) is required for the due execution, delivery, or performance by IHDC or Holdings of any Transaction Document to which it is a party, or for the consummation of the transactions contemplated thereby, except for:

(a) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware, which filings have been duly made as described on Schedule B hereto;

(b) the filing of UCC-1 fixture filings with the Loudoun County Circuit Court, Commonwealth of Virginia, which filings have been duly made as described on Schedule B hereto;

(c) filings with the United States Patent and Trademark Office and the United States Copyright Office, to the extent required to perfect security interests in registered patents, trademarks, and copyrights of IHDC, which filings are being made on or promptly following the Closing Date in accordance with the requirements of the IP Security Agreement and the Credit Agreement; and

(d) such other filings, recordings, or registrations as may have been made prior to or on the Closing Date.

4.18 Perfection of Security Interests — Personal Property (UCC Article 9)

The US Security Agreement creates a valid security interest in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties in all right, title, and interest of each of IHDC and Holdings in and to the personal property described therein (the "Personal Property Collateral"), 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 Delaware (the "Delaware UCC") and/or the Uniform Commercial Code as in effect in the State of New York (the "New York UCC").

Upon the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming (i) Ironhaven Data Centers LLC (EIN 84-3291057) as debtor and Pinnacle Trust Company, N.A. as secured party, and (ii) Ironhaven Holdings Inc. (EIN 84-3291044) as debtor and Pinnacle Trust Company, N.A. as secured party, the security interests created by the US Security Agreement in the Personal Property Collateral have been perfected to the extent that perfection of such security interests may be achieved by the filing of financing statements under Article 9 of the Delaware UCC. We have reviewed the filing receipts and acknowledgments for such UCC-1 financing statements, as described on Schedule B hereto, and have confirmed that such filings have been duly made with the appropriate filing office.

4.19 Perfection of Security Interests — Equity Interests

The Equity Pledge Agreement creates a valid security interest in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties in (a) 100% of the membership interests of IHDC owned by Holdings, and (b) 100% of the equity interests (Geschäftsanteile) of IHDC Frankfurt owned by IHDC.

As to the membership interests of IHDC owned by Holdings: upon the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming Ironhaven Holdings Inc. as debtor and Pinnacle Trust Company, N.A. as secured party (as described on Schedule B hereto), and/or, to the extent that such membership interests constitute "certificated securities" (within the meaning of Section 8-102(a)(4) of the Delaware UCC), upon the delivery of the certificates representing such membership interests, together with duly executed membership interest powers (in blank or in favor of the Collateral Agent), to Pinnacle Trust Company, N.A. as Collateral Agent, the security interest in such membership interests has been perfected under the Delaware UCC. We have confirmed that such UCC-1 financing statements have been duly filed and, to the extent certificates have been issued with respect to the membership interests, that such certificates and duly executed membership interest powers have been delivered to the Collateral Agent.

As to the equity interests in IHDC Frankfurt owned by IHDC: a security interest in such equity interests has been created under Article 9 of the Delaware UCC by virtue of the Equity Pledge Agreement and the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming Ironhaven Data Centers LLC as debtor and Pinnacle Trust Company, N.A. as secured party (as described on Schedule B hereto). However, the perfection and priority of any security interest or pledge of the equity interests in IHDC Frankfurt under German law (including, without limitation, the notarized share pledge — Anteilsverpfändungsvertrag) is not addressed in this opinion letter and is instead covered by the legal opinion of Wendt Falkenberg Rechtsanwälte PartG mbB delivered concurrently herewith.

4.20 Perfection of Security Interests — Deposit Accounts

The DACAs establish "control" (within the meaning of Section 9-104 of the New York UCC and/or Section 9-104 of the Delaware UCC, as applicable) by Pinnacle Trust Company, N.A. as Collateral Agent over each of the deposit accounts of IHDC maintained at Crescent Harbor Bank, N.A. that are identified in the DACAs. The security interest in such deposit accounts has been perfected by control, and, accordingly, pursuant to Section 9-327 of the applicable UCC, the Collateral Agent's security interest in such deposit accounts has priority over a conflicting security interest held by a secured party that has perfected its security interest by filing, subject to the terms and priorities established by the Intercreditor Agreement.

4.21 Perfection of Security Interests — Intellectual Property

The IP Security Agreement creates a valid security interest in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties in all right, title, and interest of IHDC in and to IHDC's registered trademarks, trademark applications, patents, patent applications, and copyrights, together with all goodwill associated therewith, all proceeds thereof, and all general intangibles related thereto (collectively, the "IP Collateral").

Upon the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming Ironhaven Data Centers LLC as debtor and Pinnacle Trust Company, N.A. as secured party (as described on Schedule B hereto), and upon the recording of appropriate notices, memoranda, and/or short-form security agreements with the United States Patent and Trademark Office (the "USPTO") and the United States Copyright Office, the security interest in the IP Collateral has been perfected to the extent that such perfection may be achieved under Article 9 of the Delaware UCC and applicable federal law governing the recording of security interests in registered intellectual property. We note that, to the extent any IP Collateral includes copyrights registered with the Copyright Office, the filing of a UCC-1 financing statement alone may not be sufficient to perfect a security interest therein, and a separate recording with the Copyright Office may be required under 17 U.S.C. § 205.

4.22 Priority of Liens

Based solely upon our review of the Search Results — being the UCC lien search results, federal tax lien search results, judgment lien search results, and pending litigation search results conducted in the States of Delaware, Virginia, and New York, with initial search results dated on or about May 8, 2024, and supplemental bring-down searches conducted through June 2, 2024 — we are of the opinion that:

(a) No prior UCC financing statements were found of record filed against IHDC or Holdings with the Secretary of State of the State of Delaware, the office of the Clerk of the Loudoun County Circuit Court, or any filing office in the State of New York, other than UCC-1 Filing No. 2022-3478162 filed by Greystone Mezzanine Fund II, LP (CUSIP 39817MAB3) against Ironhaven Data Centers LLC with the Secretary of State of the State of Delaware. We have been advised that the obligations secured by such UCC-1 filing are being repaid in full on the Closing Date and have reviewed a UCC-3 termination statement terminating such UCC-1 filing, which UCC-3 termination statement is being filed with the Secretary of State of the State of Delaware on the Closing Date.

(b) Subject to the due filing and effectiveness of the UCC-3 termination statement referenced in clause (a) above, the security interests granted to Pinnacle Trust Company, N.A. as Collateral Agent under the US Security Agreement and the Equity Pledge Agreement constitute first-priority perfected security interests in the collateral described therein, to the extent that priority may be determined under Article 9 of the Delaware UCC based on the filing of UCC-1 financing statements, and subject to (i) the terms and priorities established by the Intercreditor Agreement (including the first lien/super-senior structure thereunder with respect to the existing $100,000,000 Super-Senior Revolving Credit Facility), (ii) liens that may have priority by operation of law (including, without limitation, statutory landlord's liens, mechanic's liens, materialmen's liens, and purchase money security interests to the extent entitled to priority under applicable law), and (iii) the limitations set forth in Section V below.

4.23 No Investment Company Act

Neither IHDC nor Holdings is required to be registered as an "investment company" within the meaning of the Investment Company Act of 1940, as amended. We refer the addressees to the Calderwood & Harkness Supplemental Opinion on US Regulatory Matters delivered concurrently herewith for additional opinions and analysis on regulatory matters.

V. QUALIFICATIONS, EXCEPTIONS, AND LIMITATIONS

The opinions set forth in Section IV above are subject to the following qualifications, exceptions, and limitations:

5.1 Standard Enforceability Exceptions

All opinions as to enforceability expressed herein are subject to and limited by:

(a) Bankruptcy and Insolvency Laws. Applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, preference, and similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), state law counterparts thereof, and judicial interpretations of any of the foregoing.

(b) General Principles of Equity. General principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, unconscionability, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies.

(c) Unenforceability of Certain Provisions. The possible unenforceability of provisions in the Transaction Documents that purport to (i) establish evidentiary standards, waive defenses, or create presumptions; (ii) provide for indemnification, contribution, or exculpation for liabilities arising under federal or state securities laws or for liabilities arising from a party's own negligence, willful misconduct, or bad faith; (iii) waive rights to jury trial, notice, or other rights that cannot be waived as a matter of law or public policy; (iv) impose liquidated damages, late charges, default interest, or prepayment premiums to the extent deemed to constitute a penalty under applicable law; (v) confer subject matter or personal jurisdiction upon, or vest exclusive jurisdiction in, any particular court or forum; (vi) waive or modify statutes of limitation; (vii) provide for severability of provisions; or (viii) grant powers of attorney that are expressed to be irrevocable or coupled with an interest, to the extent such characterization is not accurate under applicable law.

5.2 UCC Limitations

The opinions expressed herein with respect to the creation, attachment, perfection, and priority of security interests are subject to the following additional qualifications:

(a) Our opinions regarding perfection of security interests are limited to perfection achievable under Article 9 of the Uniform Commercial Code as in effect in the States of New York and Delaware, and do not extend to the perfection or priority of liens on (i) real property or fixtures (which is addressed in the separate Calderwood & Harkness Virginia Law Opinion delivered concurrently herewith), (ii) motor vehicles or other goods subject to certificate-of-title statutes, (iii) letter-of-credit rights (to the extent perfection requires "control" within the meaning of Section 9-107 of the applicable UCC), (iv) commercial tort claims (to the extent not described with specificity in the applicable security agreement), or (v) any other property as to which perfection cannot be achieved by the filing of a financing statement under Article 9 of the Delaware UCC or the New York UCC.

(b) The continuation of perfection of the security interests described herein requires the timely filing of UCC continuation statements within the six-month period preceding the expiration of the five-year period following the initial filing of each UCC-1 financing statement, as provided in Section 9-515 of the Delaware UCC. The failure to timely file such continuation statements would result in the lapse of perfection of the security interests.

(c) Our opinions do not address the enforceability or perfection of security interests in after-acquired property to the extent that the attachment of such security interests to after-acquired property is restricted by applicable law, including, without limitation, Section 552 of the United States Bankruptcy Code.

(d) Our opinions regarding priority are based solely on the Search Results and do not take into account any liens, encumbrances, or security interests that may not be reflected in public records, including, without limitation, purchase money security interests, possessory liens, statutory liens, federal tax liens filed in jurisdictions other than those in which we conducted searches, or liens arising by operation of law.

5.3 intellectual Property Qualifications

The opinions expressed herein with respect to security interests in intellectual property are subject to the following additional qualifications:

(a) Federal intellectual property law, including Title 35 of the United States Code (patents), Title 15 of the United States Code (trademarks), and Title 17 of the United States Code (copyrights), may limit the effectiveness of UCC filings with respect to certain types of registered intellectual property. Specifically, perfection of a security interest in (i) registered patents and patent applications may require the recording of a notice or short-form security agreement with the USPTO, (ii) registered copyrights may require the recording of a document of transfer with the United States Copyright Office pursuant to 17 U.S.C. § 205, and (iii) registered trademarks may require the recording of a notice or short-form security agreement with the USPTO. The interplay between Article 9 of the UCC and the federal intellectual property recording statutes is not entirely settled, and there can be no assurance that a court would find that a UCC-1 financing statement filing alone is sufficient to perfect a security interest in all categories of registered intellectual property.

(b) We express no opinion with respect to the creation, perfection, or priority of any security interest in unregistered intellectual property rights, including unregistered copyrights, trade secrets, know-how, or unregistered trademarks, except to the extent that a security interest therein may be perfected by the filing of a UCC-1 financing statement under Article 9 of the Delaware UCC.

5.4 German Law Exclusion

We express no opinion whatsoever on any matter governed by the laws of the Federal Republic of Germany or any other jurisdiction outside the United States, including, without limitation:

(a) the enforceability of the Credit Agreement or any other Transaction Document as against IHDC Frankfurt as Co-Borrower;

(b) the creation, perfection, priority, or enforceability of any security interest, pledge, Grundschuld, or other encumbrance under German law;

(d) the validity, enforceability, or perfection of the German share pledge (Anteilsverpfändungsvertrag), the German account pledge (Kontoverpfändung), the global assignment of receivables (Globalzession), or the security transfer of movable assets (Sicherungsübereignungsvertrag); and

(e) any matters of German corporate law, tax law, regulatory law, or insolvency law affecting IHDC Frankfurt or the collateral located in the Federal Republic of Germany.

With respect to all such matters of German law, we refer the addressees to the legal opinion of Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt and Julia Falkenberg) delivered concurrently herewith.

5.5 Virginia Real Property Exclusion

We express no opinion in this letter on any matter of Virginia real property law, including, without limitation, the enforceability, validity, priority, or perfection of the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing encumbering the Virginia campus of IHDC (Loudoun County Tax Parcel Nos. 087-27-1234 and 087-27-1235, comprising approximately 142 acres). We refer the addressees to the separate Calderwood & Harkness Virginia Law Opinion delivered concurrently herewith, which addresses such matters under the laws of the Commonwealth of Virginia.

5.6 Scope Limitation — Laws Covered

This opinion letter is limited in all respects to the laws of the State of New York, the General Corporation Law of the State of Delaware (8 Del. C. § 101 et seq.), the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), the Uniform Commercial Code as in effect in the States of New York and Delaware, and the federal laws of the United States of America, in each case as currently in effect on the date hereof. We express no opinion on the laws of any other jurisdiction, including, without limitation, the laws of the Commonwealth of Virginia (except as addressed in the separate Calderwood & Harkness Virginia Law Opinion), any non-U.S. jurisdiction, or any local or municipal law or ordinance. We express no opinion as to the effect of any future change in any applicable law, regulation, or interpretation thereof.

5.7 Tax Exclusion

We express no opinion whatsoever on any federal, state, local, or foreign tax matter, including, without limitation, any matter relating to income tax, franchise tax, sales tax, use tax, stamp duty, transfer tax, withholding tax, or value-added tax. We refer the addressees to the separate Calderwood & Harkness Tax Opinion (Sylvia Hartwell) delivered concurrently herewith for opinions and analysis on tax matters related to the transactions contemplated by the Credit Agreement.

5.8 Sanctions / OFAC Qualification

The opinions expressed herein assume the accuracy of the representations and warranties made by the Borrower and Holdings in the Credit Agreement with respect to compliance with (a) the sanctions programs administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), including Executive Order 13224 and the Specially Designated Nationals and blocked Persons List, (b) the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701–1706, (c) the Trading with the Enemy Act, 50 U.S.C. App. §§ 1–44, (d) applicable anti-money laundering laws, including the USA PATRIOT Act (Title III of Pub. L. 107-56), and (e) applicable anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act of 1977, as amended. We have not independently verified compliance with any of the foregoing laws and regulations, although we have conducted OFAC and sanctions screening of IHDC, Holdings, IHDC Frankfurt, and their respective officers and directors, as described in our separate OFAC and Sanctions Compliance Memorandum delivered concurrently herewith.

VI. RELIANCE AND BENEFIT

This opinion letter is rendered solely for the benefit of the addressees hereof — namely, Crescent Harbor Bank, N.A. (as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner), Pinnacle Trust Company, N.A. (as Collateral Agent), and each Lender party to the Credit Agreement as of the Closing Date — in connection with the transactions contemplated by the Credit Agreement and the other Transaction Documents.

This opinion letter may not be relied upon by any person or entity other than the addressees hereof, and may not be used, quoted, relied upon, or referred to for any other purpose, without our prior written consent in each instance.

Notwithstanding the foregoing, this opinion letter may be relied upon by any financial institution or other entity that becomes a Lender party to the Credit Agreement after the date hereof by means of an assignment effectuated pursuant to, and in compliance with, the form of Lender Assignment and Assumption Agreement attached as an exhibit to the Credit Agreement; provided, that (a) any such reliance shall be limited to the matters set forth in this opinion letter as of the date hereof, (b) we assume no obligation to update, supplement, or revise this opinion letter for the benefit of any such assignee, and (c) any such assignee shall be deemed to have acknowledged the qualifications, exceptions, limitations, and assumptions set forth herein.

This opinion letter speaks only as of the date hereof. We expressly disclaim any obligation to update or supplement this opinion letter to reflect any facts, circumstances, changes in law, or events occurring after the date hereof, whether or not such facts, circumstances, changes, or events come to our attention. We express no opinion as to the effect of any events or developments occurring after the date hereof that may affect the opinions expressed herein.

VII. GOVERNING LAW OF THIS OPINION LETTER

This opinion letter, and the interpretive conventions applicable hereto, shall be construed in accordance with (a) the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association (2024 edition), (b) the Report on Customary Practice in the Rendering and Review of Closing Opinions published by the Legal Opinions Committee of the New York State Bar Association, and (c) the legal opinion customary practice reports of the Delaware State Bar Association, in each case as in effect on the date hereof. In the event of any inconsistency between the foregoing sources, the Legal Opinion Principles of the American Bar Association shall control.

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

SIGNATURE PAGE TO LEGAL OPINION OF CALDERWOOD & HARKNESS LLP

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Stephanie Okafor

Title: Partner

Date: June 3, 2024

125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Direct: (212) 558-4217

Email: sokafor@calderwoodharkness.com

SCHEDULE A

Material Agreements Reviewed for No-Conflicts Opinion

(Section 4.15 and Section 4.16)

In connection with the opinions set forth in Sections 4.15 and 4.16 of this opinion letter, we have reviewed the following material agreements, instruments, and arrangements to which IHDC and/or Holdings is a party or by which IHDC, Holdings, or any of their respective properties is bound:

1. Limited Liability Company Agreement of IHDC. The Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, dated as of March 22, 2021, as amended by (i) Amendment No. 1 thereto, dated as of September 14, 2022, and (ii) Amendment No. 2 thereto, dated as of January 8, 2024, together with all exhibits and schedules thereto.

2. Certificate of Incorporation and Bylaws of Holdings. The Certificate of Incorporation of Ironhaven Holdings Inc., as filed with the Secretary of State of the State of Delaware on February 10, 2020, as amended by the Certificate of Amendment filed on June 19, 2021, and the Amended and Restated Bylaws of Holdings, adopted by the Board of Directors on October 5, 2023.

3. Super-Senior Revolving Credit Facility Agreement. The Super-Senior Revolving Credit Facility Agreement, dated as of May 15, 2024, among IHDC (as Borrower), Holdings (as Guarantor), and Crescent Harbor Bank, N.A. (as Administrative Agent and sole revolving lender), providing for revolving credit commitments of $100,000,000 (fully committed and $0 drawn as of the Closing Date).

4. Intercreditor Agreement. The Intercreditor Agreement, dated as of May 15, 2024, as described in Section II, item 8 of this opinion letter, establishing the first lien/super-senior structure with respect to the relative rights and priorities of the secured parties under the Credit Agreement and the Super-Senior Revolving Credit Facility.

5. Stratos Cloud Services, Inc. Pre-Lease Letter of Intent. The Pre-Lease Letter of Intent, dated April 2, 2024, between IHDC and Stratos Cloud Services, Inc., covering approximately 30 MW of critical IT load at the Virginia campus, at an annual rent of approximately $14,400,000, for a term of five (5) years, with two (2) one-year renewal options.

6. Euronova Digital GmbH Pre-Lease Letter of Intent. The Pre-Lease Letter of Intent, dated March 18, 2024, between IHDC Frankfurt and Euronova Digital GmbH, covering approximately 20 MW of critical IT load at the Frankfurt campus, at an annual rent of approximately €9,800,000, for a term of seven (7) years, with one (1) three-year renewal option.

7. Mezzanine Note Purchase Agreement with Greystone Mezzanine Fund II, LP. The Mezzanine Note Purchase Agreement, dated as of October 12, 2022, between IHDC and Greystone Mezzanine Fund II, LP (CUSIP 39817MAB3). We have been advised that the obligations outstanding under such agreement are being repaid in full on the Closing Date and that the UCC-1 financing statement filed in connection therewith (Filing No. 2022-3478162 with the Secretary of State of the State of Delaware) is being terminated concurrently by the filing of a UCC-3 termination statement.

8. Insurance Policies. The insurance policies placed by Calloway & Strand Insurance Brokers, Inc. on behalf of IHDC and Holdings, including property insurance, general liability insurance, business interruption insurance, and environmental liability insurance, as described in the Officer's Closing Certificate.

9. Engagement Letters with Professional Advisors. Engagement letters with (a) Ashford & Mercer LLP (independent auditors), (b) Greenline Environmental Solutions, Inc. (environmental consultants), and (c) Meridian Valuation Group, LLC (independent appraisers).

SCHEDULE B

UCC Filings

The following UCC financing statements have been filed in connection with the transactions contemplated by the Credit Agreement and the other Transaction Documents:

I. UCC-1 Financing Statements Filed with the Secretary of State of the State of Delaware

II. UCC-1 Fixture Filing Filed with the Loudoun County Circuit Court

III. UCC-3 Termination Statement

We have reviewed filing receipts and/or acknowledgment copies for each of the UCC-1 financing statements described in items 1 through 3 above and the UCC-3 termination statement described in item 4 above, and have confirmed that each such filing has been accepted for filing by the applicable filing office.

This Schedule B is an integral part of the legal opinion letter of Calderwood & Harkness LLP dated June 3, 2024 (Matter No. 1043-00001) and should not be separated from or referred to independently of such opinion letter.

Filing	Debtor	EIN	Secured Party	Filing No.	Filing Date	Collateral Description
1	Ironhaven Data Centers LLC	84-3291057	Pinnacle Trust Company, N.A.	2024-4127893	June 3, 2024	All assets of the Debtor, whether now owned or hereafter acquired, and all proceeds and products thereof
2	Ironhaven Holdings Inc.	84-3291044	Pinnacle Trust Company, N.A.	2024-4127901	June 3, 2024	All assets of the Debtor, whether now owned or hereafter acquired, including 100% of the membership interests in Ironhaven Data Centers LLC, and all proceeds and products thereof
Filing	Debtor	Secured Party	Filing Date	Real Property	Collateral Description
3	Ironhaven Data Centers LLC	Pinnacle Trust Company, N.A.	June 3, 2024	Loudoun County Tax Parcel Nos. 087-27-1234 and 087-27-1235 (approximately 142 acres)	All fixtures now or hereafter located on or affixed to the real property described above, and all proceeds thereof
Filing	Debtor	Original Secured Party	Original Filing No.	Termination Filing Date	Status
4	Ironhaven Data Centers LLC	Greystone Mezzanine Fund II, LP	2022-3478162	June 3, 2024	UCC-3 termination statement filed with the Secretary of State of the State of Delaware terminating UCC-1 Filing No. 2022-3478162 in full

CALDERWOOD & HARKNESS LLP Attorneys at Law
125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
June 3, 2024
Matter No. 1043-00001
Crescent Harbor Bank, N.A. as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner 1200 Harbor Point Drive Charlotte, North Carolina 28202
Pinnacle Trust Company, N.A. as Collateral Agent 101 Constitution Avenue NW Washington, D.C. 20001
Each of the Lenders party to the Credit Agreement referenced below, including:
Ridgeline National Bank Marlowe Asset Management Meridian Capital, LLC Atlas Peak Credit Partners, LP NordBrücke AG Pacific Rim Institutional Lending Corp. Osprey Insurance Capital, Ltd.
Ladies and Gentlemen:
I. INTRODUCTORY PARAGRAPH
We have acted as counsel to Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Borrower"), Ironhaven Holdings Inc., a Delaware corporation ("Holdings" or the "Parent Guarantor"), and, solely for purposes of the opinions set forth herein relating to the Equity Interest Pledge Agreement (as defined below), as counsel to IHDC in connection with the pledge of 100% of the equity interests in Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung ("IHDC Frankfurt"), in connection with the $950,000,000 Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among IHDC (as Borrower), IHDC Frankfurt (as Co-Borrower), Holdings (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders from time to time party thereto (CUSIP: 46283LAA5).
The Closing Date under the Credit Agreement is June 3, 2024. This opinion letter is delivered to you pursuant to Section 4.01(f) (Conditions Precedent — Closing Date Deliverables) of the Credit Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.
II. DOCUMENTS EXAMINED
In rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of each of the following documents:
1.  The Credit Agreement, dated as of May 15, 2024, among IHDC (as Borrower), IHDC Frankfurt (as Co-Borrower), Holdings (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders from time to time party thereto (execution version).
2.  The Guarantee Agreement, dated as of May 15, 2024, made by Holdings in favor of the Administrative Agent for the benefit of the Secured Parties (the "Guarantee Agreement").
3.  The Pledge and Security Agreement, dated as of May 15, 2024, made by IHDC and Holdings in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "US Security Agreement").
4.  The Equity Interest Pledge Agreement, dated as of May 15, 2024, made by Holdings (pledging 100% of the membership interests in IHDC) and by IHDC (pledging 100% of the equity interests in IHDC Frankfurt), in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "Equity Pledge Agreement").
5.  The intellectual Property Security Agreement, dated as of May 15, 2024, made by IHDC in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "IP Security Agreement").
6.  The Environmental Indemnity Agreement, dated as of June 3, 2024, made by IHDC in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "Environmental Indemnity Agreement").
7.  The Collateral Agent Appointment Agreement, dated as of May 15, 2024, among Crescent Harbor Bank, N.A. (as Administrative Agent) and Pinnacle Trust Company, N.A. (as Collateral Agent) (the "Collateral Agent Appointment Agreement").
8.  The Intercreditor Agreement, dated as of May 15, 2024, among Crescent Harbor Bank, N.A. (in its capacities as Administrative Agent under the Credit Agreement and as administrative agent under the Super-Senior Revolving Credit Facility), Pinnacle Trust Company, N.A. (as Collateral Agent), IHDC, and Holdings (the "Intercreditor Agreement").
9.  Each Promissory Note issued on the Closing Date by IHDC in favor of each Lender requesting such a note (collectively, the "Promissory Notes").
10.  The Deposit Account Control Agreements, each dated as of the Closing Date, among IHDC, Pinnacle Trust Company, N.A. (as Collateral Agent), and Crescent Harbor Bank, N.A. (as depositary bank) (collectively, the "DACAs").
Items 1 through 10 above are referred to collectively herein as the "Transaction Documents" or the "Opinion Documents."
We have also examined the following additional documents and materials:
11.  The Solvency Certificate of Rebecca Sung, Chief Financial Officer of IHDC and Holdings, dated June 3, 2024 (the "Solvency Certificate").
12.  The Officer's Closing Certificate of IHDC, dated June 3, 2024, executed by Michael Torres, Chief Executive Officer of IHDC (the "Officer's Closing Certificate").
13.  The Secretary's/Officer's Certificate of IHDC, dated May 15, 2024, executed by Jonathan Pryce-Williams, General Counsel and Secretary of IHDC, attesting to (a) the organizational documents of IHDC, (b) the incumbency of the officers of IHDC authorized to execute the Transaction Documents, and (c) the resolutions of the members and/or managers of IHDC authorizing the execution, delivery, and performance of the Transaction Documents (the "Secretary's Certificate").
14.  The resolutions of the Board of Directors of Ironhaven Holdings Inc. authorizing the execution, delivery, and performance by Holdings of the Guarantee Agreement, the US Security Agreement, and the Equity Pledge Agreement (the "Board Resolutions of Holdings").
15.  The resolutions of IHDC, acting in its capacity as sole Gesellschafter (quotaholder) of IHDC Frankfurt, authorizing IHDC Frankfurt's entry into the Credit Agreement and related documents as Co-Borrower (the "Shareholder Resolutions").
In addition, we have examined the following organizational documents and governmental certificates:
(a) The Certificate of Formation of IHDC, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto;
(b) The Limited Liability Company Agreement of IHDC (as amended and restated, the "LLC Agreement"), including all exhibits, schedules, and amendments thereto;
(c) The Certificate of Incorporation of Holdings, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto;
(d) The Amended and Restated Bylaws of Holdings (the "Bylaws");
(e) A Certificate of Good Standing for IHDC issued by the Secretary of State of the State of Delaware, dated May 30, 2024;
(f) A Certificate of Good Standing (Certificate of Fact — Existence) for IHDC issued by the Virginia State Corporation Commission, dated May 30, 2024;
(g) A Certificate of Good Standing for Holdings issued by the Secretary of State of the State of Delaware, dated May 30, 2024;
(h) UCC-1 financing statements filed with the Secretary of State of the State of Delaware and the Loudoun County Circuit Court, Commonwealth of Virginia, as described on Schedule B hereto;
(i) UCC lien search results, federal tax lien search results, judgment lien search results, and pending litigation search results conducted in the States of Delaware, Virginia, and New York, with search results dated on or about May 8, 2024, and brought down through June 2, 2024 (collectively, the "Search Results"); and
(j) Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for the purposes of the opinions expressed herein.
III. ASSUMPTIONS
In rendering the opinions set forth herein, we have assumed the following, without independent investigation or verification:
1.  Genuineness of Signatures. All signatures on documents and instruments examined by us (other than the signatures of IHDC, Holdings, and their respective officers and authorized signatories) are genuine, and all natural persons who have executed documents and instruments have the legal capacity to do so.
2.  Authenticity of Documents. All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise) conform to the originals thereof, and all such originals are authentic, complete, and accurate.
3.  Due Organization of Other Parties. Each party to the Transaction Documents (other than IHDC and Holdings, as to which we opine below) has been duly organized or formed, is validly existing, and is in good standing under the laws of its jurisdiction of organization or formation, and has the full power, authority, and legal right to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party.
4.  Due Authorization, Execution, and Delivery by Other Parties. Each party to the Transaction Documents (other than IHDC and Holdings, as to which we opine below) has duly authorized, executed, and delivered each Transaction Document to which it is a party, and the Transaction Documents constitute the legal, valid, and binding obligations of each such party, enforceable against each such party in accordance with their respective terms.
5.  Accuracy of Transaction Documents. The Transaction Documents accurately describe the business understanding of the parties thereto, and the terms thereof have not been amended, modified, supplemented, or waived by any oral or written agreement or course of conduct of the parties not disclosed to us.
6.  Absence of Fraud, Duress, or Mistake. No party to any Transaction Document has been subject to any fraud, duress, undue influence, mistake of fact or law, or misrepresentation in connection with the execution, delivery, or performance of any Transaction Document.
7.  Accuracy of Factual Certificates. All factual matters, statements, certifications, and representations set forth in the Officer's Closing Certificate, the Solvency Certificate, and the Secretary's Certificate are true, complete, and accurate as of the date hereof, and we have relied upon the same without independent investigation.
8.  Good Faith of Agents. The Collateral Agent and the Administrative Agent have each acted in good faith and without notice of any defense, claim, counterclaim, or right of set-off in connection with the Transaction Documents and the transactions contemplated thereby.
9.  Accuracy of UCC Filings. The information set forth in the UCC-1 financing statements described on Schedule B hereto — including the legal names of the debtors, mailing addresses, organizational identification numbers, and jurisdictions of organization — is true, complete, and accurate and corresponds to the information contained in the public records of the relevant filing offices.
10.  German Law Matters. We express no opinion whatsoever on any matter governed by the laws of the Federal Republic of Germany. With respect to matters of German law — including, without limitation, the enforceability of the Credit Agreement as against IHDC Frankfurt as Co-Borrower, the creation, perfection, or priority of any security interest, Grundschuld, or other encumbrance under German law, and the validity of the German share pledge (Anteilsverpfändungsvertrag), German account pledge (Kontoverpfändung), global assignment of receivables (Globalzession), and security transfer of movable assets (Sicherungsübereignungsvertrag) — we refer the addressees to the German local counsel legal opinion of Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt and Julia Falkenberg), delivered concurrently herewith. We have assumed, without independent investigation, that the opinions expressed in such German legal opinion are correct.
11.  Value and Consideration. Value has been given by the Lenders and the Collateral Agent for the security interests and other rights granted under the Transaction Documents, and none of the Lenders or the Collateral Agent has notice of any adverse claims (within the meaning of Article 8 of the Uniform Commercial Code) to any of the collateral described in the Transaction Documents.
IV. OPINIONS
Based upon and subject to the foregoing, and subject to the qualifications, exceptions, and limitations set forth in Section V below, we are of the opinion that:
4.1 Due Organization and Good Standing — IHDC
IHDC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. IHDC is duly qualified to transact business as a foreign limited liability company and is in good standing in the Commonwealth of Virginia. In rendering this opinion, we have relied upon (a) the Certificate of Good Standing for IHDC issued by the Secretary of State of the State of Delaware, dated May 30, 2024, and (b) the Certificate of Good Standing (Certificate of Fact — Existence) for IHDC issued by the Virginia State Corporation Commission, dated May 30, 2024. The Employer Identification Number of IHDC is 84-3291057. The registered agent for IHDC in the State of Delaware is Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904.
4.2 Due Organization and Good Standing — Holdings
Ironhaven Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon the Certificate of Good Standing for Holdings issued by the Secretary of State of the State of Delaware, dated May 30, 2024. The Employer Identification Number of Holdings is 84-3291044.
4.3 Power and Authority — IHDC
IHDC has all requisite limited liability company power and authority under its Certificate of Formation and the LLC Agreement to (a) execute, deliver, and perform its obligations under each Transaction Document to which it is a party, (b) own, lease, and operate its properties and to conduct its business as currently conducted and as described in the Officer's Closing Certificate, and (c) grant the security interests, liens, and pledges contemplated by the US Security Agreement, the Equity Pledge Agreement, the IP Security Agreement, the DACAs, and the other Transaction Documents to which IHDC is a party. IHDC has all requisite limited liability company power and authority to borrow $950,000,000 under the Credit Agreement and to perform its obligations thereunder.
4.4 Power and Authority — Holdings
Holdings has all requisite corporate power and authority under its Certificate of Incorporation and the Bylaws to (a) execute, deliver, and perform its obligations under the Guarantee Agreement, the US Security Agreement, and the Equity Pledge Agreement, (b) guarantee the obligations of IHDC under the Credit Agreement and the other Transaction Documents as contemplated by the Guarantee Agreement, and (c) grant the security interests, liens, and pledges in the collateral described in the US Security Agreement and the Equity Pledge Agreement, including the pledge of 100% of the membership interests in IHDC.
4.5 Due Authorization — IHDC
The execution, delivery, and performance by IHDC of each Transaction Document to which it is a party, and the consummation of the transactions contemplated thereby — including, without limitation, the borrowing of $950,000,000 under the Credit Agreement, the granting of security interests and liens in the collateral described in the Security Documents, and the performance of all of IHDC's obligations under the Transaction Documents — have been duly authorized by all necessary limited liability company action on the part of IHDC, including all requisite member and/or manager approvals required under the LLC Agreement and the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. In rendering this opinion, we have reviewed the resolutions of the members and/or managers of IHDC attached to the Secretary's Certificate executed by Jonathan Pryce-Williams on May 15, 2024, and have confirmed that such resolutions were duly adopted in accordance with the LLC Agreement and remain in full force and effect as of the date hereof, unamended and unrevoked.
4.6 Due Authorization — Holdings
The execution, delivery, and performance by Holdings of the Guarantee Agreement, the US Security Agreement, and the Equity Pledge Agreement, and the consummation of the transactions contemplated thereby — including, without limitation, the guaranty of the Obligations (as defined in the Credit Agreement) and the pledge of 100% of the membership interests in IHDC — have been duly authorized by all necessary corporate action on the part of Holdings, including the adoption of resolutions by the Board of Directors of Holdings. In rendering this opinion, we have reviewed the Board Resolutions of Holdings and have confirmed that such resolutions were duly adopted in accordance with the Certificate of Incorporation, the Bylaws, and the General Corporation Law of the State of Delaware, 8 Del. C. § 101 et seq., and remain in full force and effect as of the date hereof, unamended and unrevoked.
4.7 Execution and Delivery
Each of the Transaction Documents to which IHDC is a party has been duly executed and delivered by IHDC. Each of the Transaction Documents to which Holdings is a party has been duly executed and delivered by Holdings. In rendering this opinion, we note that the Credit Agreement, the Guarantee Agreement, the US Security Agreement, the Equity Pledge Agreement, the IP Security Agreement, the Collateral Agent Appointment Agreement, and the Intercreditor Agreement were each executed on May 15, 2024, and the Environmental Indemnity Agreement, the DACAs, the Promissory Notes, and the closing deliverables required by Section 4.01 of the Credit Agreement were executed and/or delivered on the Closing Date, June 3, 2024.
4.8 Enforceability — Credit Agreement
The Credit Agreement constitutes a legal, valid, and binding obligation of IHDC, enforceable against IHDC in accordance with its terms. The Credit Agreement is governed by the laws of the State of New York, and we have reviewed the choice-of-law provision contained therein. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1).
4.9 Enforceability — Guarantee Agreement
The Guarantee Agreement constitutes a legal, valid, and binding obligation of Holdings, enforceable against Holdings in accordance with its terms. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1).
4.10 Enforceability — US Security Agreement
The US Security Agreement constitutes a legal, valid, and binding obligation of each of IHDC and Holdings, enforceable against each of IHDC and Holdings in accordance with its terms. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1).
4.11 Enforceability — Equity Pledge Agreement
The Equity Pledge Agreement constitutes a legal, valid, and binding obligation of each of Holdings (with respect to the pledge of 100% of the membership interests in IHDC) and IHDC (with respect to the pledge of 100% of the equity interests in IHDC Frankfurt), enforceable against each of Holdings and IHDC in accordance with its terms. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1).
We note that our opinion regarding the pledge by IHDC of 100% of the equity interests in IHDC Frankfurt extends only to the creation of a security interest under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware (the "Delaware UCC"). The enforceability of any aspects of such pledge that may be governed by German law — including, without limitation, the creation, perfection, and priority of any security interest or pledge under the laws of the Federal Republic of Germany and the validity and enforceability of the notarized share pledge (Anteilsverpfändungsvertrag) — is not addressed in this opinion letter and is instead addressed in the legal opinion of Wendt Falkenberg Rechtsanwälte PartG mbB delivered concurrently herewith.
4.12 Enforceability — IP Security Agreement
The IP Security Agreement constitutes a legal, valid, and binding obligation of IHDC, enforceable against IHDC in accordance with its terms. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1 and the federal intellectual property law qualifications set forth in Section 5.3).
4.13 Enforceability — Intercreditor Agreement
The Intercreditor Agreement constitutes a legal, valid, and binding obligation of IHDC, enforceable against IHDC in accordance with its terms. We note that the Intercreditor Agreement establishes the relative rights and priorities as between the Secured Parties under the Credit Agreement (as first-lien secured parties) and Crescent Harbor Bank, N.A. (in its capacity as administrative agent under the existing $100,000,000 Super-Senior Revolving Credit Facility, which is fully committed and $0 drawn as of the Closing Date) with respect to the collateral securing the Obligations. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1).
4.14 Enforceability — DACAs, Environmental Indemnity Agreement, Collateral Agent Appointment Agreement, and Promissory Notes
Each of the DACAs, the Environmental Indemnity Agreement, the Collateral Agent Appointment Agreement, and the Promissory Notes constitutes a legal, valid, and binding obligation of IHDC (and, in the case of the US Security Agreement and the Equity Pledge Agreement, of Holdings), enforceable against IHDC (and, where applicable, Holdings) in accordance with its terms. This opinion is subject to the qualifications, exceptions, and limitations set forth in Section V below (including, without limitation, the Standard Enforceability Exceptions set forth in Section 5.1).
4.15 No Conflicts — IHDC
The execution, delivery, and performance by IHDC of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby (including the borrowing of $950,000,000 under the Credit Agreement and the granting of the security interests, liens, and pledges contemplated by the Security Documents), do not and will not:
(a) violate any provision of the Certificate of Formation or the LLC Agreement of IHDC;
(b) violate any applicable law, statute, rule, or regulation of the State of New York, the State of Delaware, or the federal laws of the United States that, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents (it being understood that we express no opinion as to compliance with federal or state securities laws or "Blue Sky" laws, any law, rule, or regulation relating to the regulation of any specific type of business, or the laws of any jurisdiction other than those specified);
(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 require any consent, approval, or waiver under, any material agreement, indenture, mortgage, deed of trust, or other instrument listed on Schedule A hereto to which IHDC is a party or by which IHDC or any of its properties is bound; or
(d) result in the creation or imposition of any lien, security interest, charge, or encumbrance upon any property or asset of IHDC, other than the liens and security interests created by or pursuant to the Transaction Documents in favor of the Collateral Agent for the benefit of the Secured Parties.
4.16 No Conflicts — Holdings
The execution, delivery, and performance by Holdings of the Guarantee Agreement, the US Security Agreement, and the Equity Pledge Agreement, and the consummation of the transactions contemplated thereby (including the guaranty of the Obligations and the pledge of 100% of the membership interests in IHDC), do not and will not:
(a) violate any provision of the Certificate of Incorporation or the Bylaws of Holdings;
(b) violate any applicable law, statute, rule, or regulation of the State of New York, the State of Delaware, or the federal laws of the United States that, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents (subject to the same limitations as set forth in Section 4.15(b) above);
(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 require any consent, approval, or waiver under, any material agreement, indenture, mortgage, deed of trust, or other instrument listed on Schedule A hereto to which Holdings is a party or by which Holdings or any of its properties is bound; or
(d) result in the creation or imposition of any lien, security interest, charge, or encumbrance upon any property or asset of Holdings, other than the liens and security interests created by or pursuant to the Transaction Documents in favor of the Collateral Agent for the benefit of the Secured Parties.
4.17 No Governmental Approvals Required
No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority of the State of New York, the State of Delaware, or the United States (to the extent governed by applicable federal law) is required for the due execution, delivery, or performance by IHDC or Holdings of any Transaction Document to which it is a party, or for the consummation of the transactions contemplated thereby, except for:
(a) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware, which filings have been duly made as described on Schedule B hereto;
(b) the filing of UCC-1 fixture filings with the Loudoun County Circuit Court, Commonwealth of Virginia, which filings have been duly made as described on Schedule B hereto;
(c) filings with the United States Patent and Trademark Office and the United States Copyright Office, to the extent required to perfect security interests in registered patents, trademarks, and copyrights of IHDC, which filings are being made on or promptly following the Closing Date in accordance with the requirements of the IP Security Agreement and the Credit Agreement; and
(d) such other filings, recordings, or registrations as may have been made prior to or on the Closing Date.
4.18 Perfection of Security Interests — Personal Property (UCC Article 9)
The US Security Agreement creates a valid security interest in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties in all right, title, and interest of each of IHDC and Holdings in and to the personal property described therein (the "Personal Property Collateral"), 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 Delaware (the "Delaware UCC") and/or the Uniform Commercial Code as in effect in the State of New York (the "New York UCC").
Upon the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming (i) Ironhaven Data Centers LLC (EIN 84-3291057) as debtor and Pinnacle Trust Company, N.A. as secured party, and (ii) Ironhaven Holdings Inc. (EIN 84-3291044) as debtor and Pinnacle Trust Company, N.A. as secured party, the security interests created by the US Security Agreement in the Personal Property Collateral have been perfected to the extent that perfection of such security interests may be achieved by the filing of financing statements under Article 9 of the Delaware UCC. We have reviewed the filing receipts and acknowledgments for such UCC-1 financing statements, as described on Schedule B hereto, and have confirmed that such filings have been duly made with the appropriate filing office.
4.19 Perfection of Security Interests — Equity Interests
The Equity Pledge Agreement creates a valid security interest in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties in (a) 100% of the membership interests of IHDC owned by Holdings, and (b) 100% of the equity interests (Geschäftsanteile) of IHDC Frankfurt owned by IHDC.
As to the membership interests of IHDC owned by Holdings: upon the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming Ironhaven Holdings Inc. as debtor and Pinnacle Trust Company, N.A. as secured party (as described on Schedule B hereto), and/or, to the extent that such membership interests constitute "certificated securities" (within the meaning of Section 8-102(a)(4) of the Delaware UCC), upon the delivery of the certificates representing such membership interests, together with duly executed membership interest powers (in blank or in favor of the Collateral Agent), to Pinnacle Trust Company, N.A. as Collateral Agent, the security interest in such membership interests has been perfected under the Delaware UCC. We have confirmed that such UCC-1 financing statements have been duly filed and, to the extent certificates have been issued with respect to the membership interests, that such certificates and duly executed membership interest powers have been delivered to the Collateral Agent.
As to the equity interests in IHDC Frankfurt owned by IHDC: a security interest in such equity interests has been created under Article 9 of the Delaware UCC by virtue of the Equity Pledge Agreement and the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming Ironhaven Data Centers LLC as debtor and Pinnacle Trust Company, N.A. as secured party (as described on Schedule B hereto). However, the perfection and priority of any security interest or pledge of the equity interests in IHDC Frankfurt under German law (including, without limitation, the notarized share pledge — Anteilsverpfändungsvertrag) is not addressed in this opinion letter and is instead covered by the legal opinion of Wendt Falkenberg Rechtsanwälte PartG mbB delivered concurrently herewith.
4.20 Perfection of Security Interests — Deposit Accounts
The DACAs establish "control" (within the meaning of Section 9-104 of the New York UCC and/or Section 9-104 of the Delaware UCC, as applicable) by Pinnacle Trust Company, N.A. as Collateral Agent over each of the deposit accounts of IHDC maintained at Crescent Harbor Bank, N.A. that are identified in the DACAs. The security interest in such deposit accounts has been perfected by control, and, accordingly, pursuant to Section 9-327 of the applicable UCC, the Collateral Agent's security interest in such deposit accounts has priority over a conflicting security interest held by a secured party that has perfected its security interest by filing, subject to the terms and priorities established by the Intercreditor Agreement.
4.21 Perfection of Security Interests — Intellectual Property
The IP Security Agreement creates a valid security interest in favor of Pinnacle Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties in all right, title, and interest of IHDC in and to IHDC's registered trademarks, trademark applications, patents, patent applications, and copyrights, together with all goodwill associated therewith, all proceeds thereof, and all general intangibles related thereto (collectively, the "IP Collateral").
Upon the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming Ironhaven Data Centers LLC as debtor and Pinnacle Trust Company, N.A. as secured party (as described on Schedule B hereto), and upon the recording of appropriate notices, memoranda, and/or short-form security agreements with the United States Patent and Trademark Office (the "USPTO") and the United States Copyright Office, the security interest in the IP Collateral has been perfected to the extent that such perfection may be achieved under Article 9 of the Delaware UCC and applicable federal law governing the recording of security interests in registered intellectual property. We note that, to the extent any IP Collateral includes copyrights registered with the Copyright Office, the filing of a UCC-1 financing statement alone may not be sufficient to perfect a security interest therein, and a separate recording with the Copyright Office may be required under 17 U.S.C. § 205.
4.22 Priority of Liens
Based solely upon our review of the Search Results — being the UCC lien search results, federal tax lien search results, judgment lien search results, and pending litigation search results conducted in the States of Delaware, Virginia, and New York, with initial search results dated on or about May 8, 2024, and supplemental bring-down searches conducted through June 2, 2024 — we are of the opinion that:
(a) No prior UCC financing statements were found of record filed against IHDC or Holdings with the Secretary of State of the State of Delaware, the office of the Clerk of the Loudoun County Circuit Court, or any filing office in the State of New York, other than UCC-1 Filing No. 2022-3478162 filed by Greystone Mezzanine Fund II, LP (CUSIP 39817MAB3) against Ironhaven Data Centers LLC with the Secretary of State of the State of Delaware. We have been advised that the obligations secured by such UCC-1 filing are being repaid in full on the Closing Date and have reviewed a UCC-3 termination statement terminating such UCC-1 filing, which UCC-3 termination statement is being filed with the Secretary of State of the State of Delaware on the Closing Date.
(b) Subject to the due filing and effectiveness of the UCC-3 termination statement referenced in clause (a) above, the security interests granted to Pinnacle Trust Company, N.A. as Collateral Agent under the US Security Agreement and the Equity Pledge Agreement constitute first-priority perfected security interests in the collateral described therein, to the extent that priority may be determined under Article 9 of the Delaware UCC based on the filing of UCC-1 financing statements, and subject to (i) the terms and priorities established by the Intercreditor Agreement (including the first lien/super-senior structure thereunder with respect to the existing $100,000,000 Super-Senior Revolving Credit Facility), (ii) liens that may have priority by operation of law (including, without limitation, statutory landlord's liens, mechanic's liens, materialmen's liens, and purchase money security interests to the extent entitled to priority under applicable law), and (iii) the limitations set forth in Section V below.
4.23 No Investment Company Act
Neither IHDC nor Holdings is required to be registered as an "investment company" within the meaning of the Investment Company Act of 1940, as amended. We refer the addressees to the Calderwood & Harkness Supplemental Opinion on US Regulatory Matters delivered concurrently herewith for additional opinions and analysis on regulatory matters.
V. QUALIFICATIONS, EXCEPTIONS, AND LIMITATIONS
The opinions set forth in Section IV above are subject to the following qualifications, exceptions, and limitations:
5.1 Standard Enforceability Exceptions
All opinions as to enforceability expressed herein are subject to and limited by:
(a) Bankruptcy and Insolvency Laws. Applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, preference, and similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), state law counterparts thereof, and judicial interpretations of any of the foregoing.
(b) General Principles of Equity. General principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, unconscionability, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies.
(c) Unenforceability of Certain Provisions. The possible unenforceability of provisions in the Transaction Documents that purport to (i) establish evidentiary standards, waive defenses, or create presumptions; (ii) provide for indemnification, contribution, or exculpation for liabilities arising under federal or state securities laws or for liabilities arising from a party's own negligence, willful misconduct, or bad faith; (iii) waive rights to jury trial, notice, or other rights that cannot be waived as a matter of law or public policy; (iv) impose liquidated damages, late charges, default interest, or prepayment premiums to the extent deemed to constitute a penalty under applicable law; (v) confer subject matter or personal jurisdiction upon, or vest exclusive jurisdiction in, any particular court or forum; (vi) waive or modify statutes of limitation; (vii) provide for severability of provisions; or (viii) grant powers of attorney that are expressed to be irrevocable or coupled with an interest, to the extent such characterization is not accurate under applicable law.
5.2 UCC Limitations
The opinions expressed herein with respect to the creation, attachment, perfection, and priority of security interests are subject to the following additional qualifications:
(a) Our opinions regarding perfection of security interests are limited to perfection achievable under Article 9 of the Uniform Commercial Code as in effect in the States of New York and Delaware, and do not extend to the perfection or priority of liens on (i) real property or fixtures (which is addressed in the separate Calderwood & Harkness Virginia Law Opinion delivered concurrently herewith), (ii) motor vehicles or other goods subject to certificate-of-title statutes, (iii) letter-of-credit rights (to the extent perfection requires "control" within the meaning of Section 9-107 of the applicable UCC), (iv) commercial tort claims (to the extent not described with specificity in the applicable security agreement), or (v) any other property as to which perfection cannot be achieved by the filing of a financing statement under Article 9 of the Delaware UCC or the New York UCC.
(b) The continuation of perfection of the security interests described herein requires the timely filing of UCC continuation statements within the six-month period preceding the expiration of the five-year period following the initial filing of each UCC-1 financing statement, as provided in Section 9-515 of the Delaware UCC. The failure to timely file such continuation statements would result in the lapse of perfection of the security interests.
(c) Our opinions do not address the enforceability or perfection of security interests in after-acquired property to the extent that the attachment of such security interests to after-acquired property is restricted by applicable law, including, without limitation, Section 552 of the United States Bankruptcy Code.
(d) Our opinions regarding priority are based solely on the Search Results and do not take into account any liens, encumbrances, or security interests that may not be reflected in public records, including, without limitation, purchase money security interests, possessory liens, statutory liens, federal tax liens filed in jurisdictions other than those in which we conducted searches, or liens arising by operation of law.
5.3 intellectual Property Qualifications
The opinions expressed herein with respect to security interests in intellectual property are subject to the following additional qualifications:
(a) Federal intellectual property law, including Title 35 of the United States Code (patents), Title 15 of the United States Code (trademarks), and Title 17 of the United States Code (copyrights), may limit the effectiveness of UCC filings with respect to certain types of registered intellectual property. Specifically, perfection of a security interest in (i) registered patents and patent applications may require the recording of a notice or short-form security agreement with the USPTO, (ii) registered copyrights may require the recording of a document of transfer with the United States Copyright Office pursuant to 17 U.S.C. § 205, and (iii) registered trademarks may require the recording of a notice or short-form security agreement with the USPTO. The interplay between Article 9 of the UCC and the federal intellectual property recording statutes is not entirely settled, and there can be no assurance that a court would find that a UCC-1 financing statement filing alone is sufficient to perfect a security interest in all categories of registered intellectual property.
(b) We express no opinion with respect to the creation, perfection, or priority of any security interest in unregistered intellectual property rights, including unregistered copyrights, trade secrets, know-how, or unregistered trademarks, except to the extent that a security interest therein may be perfected by the filing of a UCC-1 financing statement under Article 9 of the Delaware UCC.
5.4 German Law Exclusion
We express no opinion whatsoever on any matter governed by the laws of the Federal Republic of Germany or any other jurisdiction outside the United States, including, without limitation:
(a) the enforceability of the Credit Agreement or any other Transaction Document as against IHDC Frankfurt as Co-Borrower;
(b) the creation, perfection, priority, or enforceability of any security interest, pledge, Grundschuld, or other encumbrance under German law;
(c) the parallel debt structure (Parallelverbindlichkeit) and any German-law implications thereof;
(d) the validity, enforceability, or perfection of the German share pledge (Anteilsverpfändungsvertrag), the German account pledge (Kontoverpfändung), the global assignment of receivables (Globalzession), or the security transfer of movable assets (Sicherungsübereignungsvertrag); and
(e) any matters of German corporate law, tax law, regulatory law, or insolvency law affecting IHDC Frankfurt or the collateral located in the Federal Republic of Germany.
With respect to all such matters of German law, we refer the addressees to the legal opinion of Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt and Julia Falkenberg) delivered concurrently herewith.
5.5 Virginia Real Property Exclusion
We express no opinion in this letter on any matter of Virginia real property law, including, without limitation, the enforceability, validity, priority, or perfection of the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing encumbering the Virginia campus of IHDC (Loudoun County Tax Parcel Nos. 087-27-1234 and 087-27-1235, comprising approximately 142 acres). We refer the addressees to the separate Calderwood & Harkness Virginia Law Opinion delivered concurrently herewith, which addresses such matters under the laws of the Commonwealth of Virginia.
5.6 Scope Limitation — Laws Covered
This opinion letter is limited in all respects to the laws of the State of New York, the General Corporation Law of the State of Delaware (8 Del. C. § 101 et seq.), the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), the Uniform Commercial Code as in effect in the States of New York and Delaware, and the federal laws of the United States of America, in each case as currently in effect on the date hereof. We express no opinion on the laws of any other jurisdiction, including, without limitation, the laws of the Commonwealth of Virginia (except as addressed in the separate Calderwood & Harkness Virginia Law Opinion), any non-U.S. jurisdiction, or any local or municipal law or ordinance. We express no opinion as to the effect of any future change in any applicable law, regulation, or interpretation thereof.
5.7 Tax Exclusion
We express no opinion whatsoever on any federal, state, local, or foreign tax matter, including, without limitation, any matter relating to income tax, franchise tax, sales tax, use tax, stamp duty, transfer tax, withholding tax, or value-added tax. We refer the addressees to the separate Calderwood & Harkness Tax Opinion (Sylvia Hartwell) delivered concurrently herewith for opinions and analysis on tax matters related to the transactions contemplated by the Credit Agreement.
5.8 Sanctions / OFAC Qualification
The opinions expressed herein assume the accuracy of the representations and warranties made by the Borrower and Holdings in the Credit Agreement with respect to compliance with (a) the sanctions programs administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), including Executive Order 13224 and the Specially Designated Nationals and blocked Persons List, (b) the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701–1706, (c) the Trading with the Enemy Act, 50 U.S.C. App. §§ 1–44, (d) applicable anti-money laundering laws, including the USA PATRIOT Act (Title III of Pub. L. 107-56), and (e) applicable anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act of 1977, as amended. We have not independently verified compliance with any of the foregoing laws and regulations, although we have conducted OFAC and sanctions screening of IHDC, Holdings, IHDC Frankfurt, and their respective officers and directors, as described in our separate OFAC and Sanctions Compliance Memorandum delivered concurrently herewith.
VI. RELIANCE AND BENEFIT
This opinion letter is rendered solely for the benefit of the addressees hereof — namely, Crescent Harbor Bank, N.A. (as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner), Pinnacle Trust Company, N.A. (as Collateral Agent), and each Lender party to the Credit Agreement as of the Closing Date — in connection with the transactions contemplated by the Credit Agreement and the other Transaction Documents.
This opinion letter may not be relied upon by any person or entity other than the addressees hereof, and may not be used, quoted, relied upon, or referred to for any other purpose, without our prior written consent in each instance.
Notwithstanding the foregoing, this opinion letter may be relied upon by any financial institution or other entity that becomes a Lender party to the Credit Agreement after the date hereof by means of an assignment effectuated pursuant to, and in compliance with, the form of Lender Assignment and Assumption Agreement attached as an exhibit to the Credit Agreement; provided, that (a) any such reliance shall be limited to the matters set forth in this opinion letter as of the date hereof, (b) we assume no obligation to update, supplement, or revise this opinion letter for the benefit of any such assignee, and (c) any such assignee shall be deemed to have acknowledged the qualifications, exceptions, limitations, and assumptions set forth herein.
This opinion letter speaks only as of the date hereof. We expressly disclaim any obligation to update or supplement this opinion letter to reflect any facts, circumstances, changes in law, or events occurring after the date hereof, whether or not such facts, circumstances, changes, or events come to our attention. We express no opinion as to the effect of any events or developments occurring after the date hereof that may affect the opinions expressed herein.
VII. GOVERNING LAW OF THIS OPINION LETTER
This opinion letter, and the interpretive conventions applicable hereto, shall be construed in accordance with (a) the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association (2024 edition), (b) the Report on Customary Practice in the Rendering and Review of Closing Opinions published by the Legal Opinions Committee of the New York State Bar Association, and (c) the legal opinion customary practice reports of the Delaware State Bar Association, in each case as in effect on the date hereof. In the event of any inconsistency between the foregoing sources, the Legal Opinion Principles of the American Bar Association shall control.
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SIGNATURE PAGE TO LEGAL OPINION OF CALDERWOOD & HARKNESS LLP
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Stephanie Okafor
Title: Partner
Date: June 3, 2024
125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Direct: (212) 558-4217
Email: sokafor@calderwoodharkness.com
SCHEDULE A
Material Agreements Reviewed for No-Conflicts Opinion
(Section 4.15 and Section 4.16)
In connection with the opinions set forth in Sections 4.15 and 4.16 of this opinion letter, we have reviewed the following material agreements, instruments, and arrangements to which IHDC and/or Holdings is a party or by which IHDC, Holdings, or any of their respective properties is bound:
1.  Limited Liability Company Agreement of IHDC. The Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, dated as of March 22, 2021, as amended by (i) Amendment No. 1 thereto, dated as of September 14, 2022, and (ii) Amendment No. 2 thereto, dated as of January 8, 2024, together with all exhibits and schedules thereto.
2.  Certificate of Incorporation and Bylaws of Holdings. The Certificate of Incorporation of Ironhaven Holdings Inc., as filed with the Secretary of State of the State of Delaware on February 10, 2020, as amended by the Certificate of Amendment filed on June 19, 2021, and the Amended and Restated Bylaws of Holdings, adopted by the Board of Directors on October 5, 2023.
3.  Super-Senior Revolving Credit Facility Agreement. The Super-Senior Revolving Credit Facility Agreement, dated as of May 15, 2024, among IHDC (as Borrower), Holdings (as Guarantor), and Crescent Harbor Bank, N.A. (as Administrative Agent and sole revolving lender), providing for revolving credit commitments of $100,000,000 (fully committed and $0 drawn as of the Closing Date).
4.  Intercreditor Agreement. The Intercreditor Agreement, dated as of May 15, 2024, as described in Section II, item 8 of this opinion letter, establishing the first lien/super-senior structure with respect to the relative rights and priorities of the secured parties under the Credit Agreement and the Super-Senior Revolving Credit Facility.
5.  Stratos Cloud Services, Inc. Pre-Lease Letter of Intent. The Pre-Lease Letter of Intent, dated April 2, 2024, between IHDC and Stratos Cloud Services, Inc., covering approximately 30 MW of critical IT load at the Virginia campus, at an annual rent of approximately $14,400,000, for a term of five (5) years, with two (2) one-year renewal options.
6.  Euronova Digital GmbH Pre-Lease Letter of Intent. The Pre-Lease Letter of Intent, dated March 18, 2024, between IHDC Frankfurt and Euronova Digital GmbH, covering approximately 20 MW of critical IT load at the Frankfurt campus, at an annual rent of approximately €9,800,000, for a term of seven (7) years, with one (1) three-year renewal option.
7.  Mezzanine Note Purchase Agreement with Greystone Mezzanine Fund II, LP. The Mezzanine Note Purchase Agreement, dated as of October 12, 2022, between IHDC and Greystone Mezzanine Fund II, LP (CUSIP 39817MAB3). We have been advised that the obligations outstanding under such agreement are being repaid in full on the Closing Date and that the UCC-1 financing statement filed in connection therewith (Filing No. 2022-3478162 with the Secretary of State of the State of Delaware) is being terminated concurrently by the filing of a UCC-3 termination statement.
8.  Insurance Policies. The insurance policies placed by Calloway & Strand Insurance Brokers, Inc. on behalf of IHDC and Holdings, including property insurance, general liability insurance, business interruption insurance, and environmental liability insurance, as described in the Officer's Closing Certificate.
9.  Engagement Letters with Professional Advisors. Engagement letters with (a) Ashford & Mercer LLP (independent auditors), (b) Greenline Environmental Solutions, Inc. (environmental consultants), and (c) Meridian Valuation Group, LLC (independent appraisers).
SCHEDULE B
UCC Filings
The following UCC financing statements have been filed in connection with the transactions contemplated by the Credit Agreement and the other Transaction Documents:
I. UCC-1 Financing Statements Filed with the Secretary of State of the State of Delaware
II. UCC-1 Fixture Filing Filed with the Loudoun County Circuit Court
III. UCC-3 Termination Statement
We have reviewed filing receipts and/or acknowledgment copies for each of the UCC-1 financing statements described in items 1 through 3 above and the UCC-3 termination statement described in item 4 above, and have confirmed that each such filing has been accepted for filing by the applicable filing office.
This Schedule B is an integral part of the legal opinion letter of Calderwood & Harkness LLP dated June 3, 2024 (Matter No. 1043-00001) and should not be separated from or referred to independently of such opinion letter.
Filing | Debtor | EIN | Secured Party | Filing No. | Filing Date | Collateral Description
1 | Ironhaven Data Centers LLC | 84-3291057 | Pinnacle Trust Company, N.A. | 2024-4127893 | June 3, 2024 | All assets of the Debtor, whether now owned or hereafter acquired, and all proceeds and products thereof
2 | Ironhaven Holdings Inc. | 84-3291044 | Pinnacle Trust Company, N.A. | 2024-4127901 | June 3, 2024 | All assets of the Debtor, whether now owned or hereafter acquired, including 100% of the membership interests in Ironhaven Data Centers LLC, and all proceeds and products thereof
Filing | Debtor | Secured Party | Filing Date | Real Property | Collateral Description
3 | Ironhaven Data Centers LLC | Pinnacle Trust Company, N.A. | June 3, 2024 | Loudoun County Tax Parcel Nos. 087-27-1234 and 087-27-1235 (approximately 142 acres) | All fixtures now or hereafter located on or affixed to the real property described above, and all proceeds thereof
Filing | Debtor | Original Secured Party | Original Filing No. | Termination Filing Date | Status
4 | Ironhaven Data Centers LLC | Greystone Mezzanine Fund II, LP | 2022-3478162 | June 3, 2024 | UCC-3 termination statement filed with the Secretary of State of the State of Delaware terminating UCC-1 Filing No. 2022-3478162 in full