1043-00001 · Ironhaven Holdings · Legal Opinions

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

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

June 3, 2024

Crescent Harbor Bank, N.A., as Administrative Agent 1200 Harbor Point Drive Charlotte, NC 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 referred to below

Re: Virginia Law Opinion — Enforceability of Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing Encumbering Real Property in Loudoun County, Virginia — Ironhaven Data Centers LLC Senior Secured Term Loan B Credit Facility ($950,000,000)

Ladies and Gentlemen:

I. INTRODUCTION AND IDENTIFICATION OF TRANSACTION

We, Calderwood & Harkness LLP ("we," "us," or "our"), have acted as counsel to Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), with its principal place of business and headquarters located at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, in connection with the transactions contemplated by that certain 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 the Borrower, Ironhaven Frankfurt GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany (as Co-Borrower), Ironhaven Holdings Inc., a Delaware corporation (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the financial institutions and other lenders from time to time party thereto (collectively, the "Lenders"). The Credit Agreement provides for aggregate commitments in the amount of Nine Hundred Fifty Million and 00/100 Dollars ($950,000,000) (CUSIP 46283LAA5). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.

The closing of the transactions contemplated by the Credit Agreement (the "Closing") is occurring on the date hereof, June 3, 2024 (the "Closing Date").

This opinion letter is delivered to you pursuant to Section 4.01(a)(viii) of the Credit Agreement, which requires, as a condition precedent to the funding of the initial advances on the Closing Date, the delivery of a legal opinion of counsel to the Borrower with respect to matters of Virginia law, including the enforceability of the Deed of Trust (as defined below) and the sufficiency of its recording in the land records of Loudoun County, Virginia.

This opinion addresses solely matters of the laws of the Commonwealth of Virginia, including the enforceability of the Deed of Trust and the sufficiency of its recording in the Loudoun County land records. Matters of New York law, Delaware law, and federal law are addressed, to the extent applicable, in our separate opinion letter of even date herewith. This opinion is issued in connection with Calderwood & Harkness Matter No. 1043-00001.

II. DOCUMENTS EXAMINED

In connection with the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Opinion Documents"):

1. The Credit Agreement, execution version dated May 15, 2024, among the Borrower, Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders party thereto, together with all exhibits, schedules, and annexes thereto.

2. That certain Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (the "Deed of Trust"), dated as of May 15, 2024, executed by Ironhaven Data Centers LLC, as grantor, for the benefit of Pinnacle Trust Company, N.A., as Collateral Agent and beneficiary, with Robert S. Callahan, Esq. serving as deed of trust trustee, encumbering certain real property situated in Loudoun County, Commonwealth of Virginia, more particularly described therein, and recorded (or presented for recording) in the Clerk's Office of the Circuit Court of Loudoun County, Virginia (the "Loudoun County Clerk's Office").

3. The US Pledge and Security Agreement, dated as of May 15, 2024, executed by the Borrower and Ironhaven Holdings Inc. in favor of Pinnacle Trust Company, N.A. as Collateral Agent, granting a security interest in personal property collateral described therein.

4. The Environmental Indemnity Agreement, dated as of May 15, 2024, executed by IHDC in favor of Pinnacle Trust Company, N.A. as Collateral Agent, relating to the Virginia campus parcels encumbered by the Deed of Trust.

5. ALTA Lender's Title Insurance Policy No. VLT-2024-05871, issued by Keystone Title Guaranty Company in the policy amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000), insuring the lien of the Deed of Trust as a first-priority lien on the Property (as defined below), together with all endorsements issued in connection therewith.

6. ALTA/NSPS Land Title Survey, dated April 22, 2024, last revised May 10, 2024, prepared by Meridian Survey Associates, P.C. for the parcels described below, certified by Christopher T. Hamlin, Licensed Virginia Land Surveyor No. 003298, in favor of the Borrower, Crescent Harbor Bank, N.A. as Administrative Agent, Pinnacle Trust Company, N.A. as Collateral Agent, and Keystone Title Guaranty Company.

7. Certificate of Good Standing for Ironhaven Data Centers LLC issued by the Virginia State Corporation Commission (SCC ID No. S8452917), dated May 22, 2024 (within ten (10) business days of the Closing Date).

8. Certificate of Good Standing for Ironhaven Data Centers LLC issued by the Secretary of State of the State of Delaware (File No. 7481293), dated May 20, 2024 (within ten (10) business days of the Closing Date).

9. The Secretary's/Officer's Certificate of IHDC, dated May 15, 2024, executed by Jonathan Pryce-Williams, General Counsel & Secretary of IHDC, attaching thereto true and complete copies of (a) the Certificate of Formation of IHDC, (b) the Second Amended and Restated Operating Agreement of IHDC, dated as of January 18, 2023, as amended, and (c) resolutions of the Board of Managers of IHDC authorizing the execution, delivery, and performance of the Credit Agreement, the Deed of Trust, and the other Loan Documents.

10. A certified copy of the Certificate of Formation of IHDC filed with the Secretary of State of the State of Delaware, together with all amendments thereto, and a true and complete copy of the Second Amended and Restated Operating Agreement of IHDC, dated as of January 18, 2023, as amended through the date hereof (collectively, the "Organizational Documents").

11. Lien search results for the Loudoun County land records and UCC filings, including (a) UCC-11 search report from the Delaware Secretary of State for filings against "Ironhaven Data Centers LLC" (search date: May 6, 2024), (b) UCC and lien search report from the Loudoun County Circuit Court Clerk's Office (search date: May 7, 2024), (c) federal tax lien search in the Office of the Clerk of the United States District Court for the Eastern District of Virginia (search date: May 6, 2024), and (d) judgment lien search in the Loudoun County Circuit Court and the United States District Court for the Eastern District of Virginia (search date: May 7, 2024), as summarized in our letter to Crescent Harbor Bank, N.A. dated May 8, 2024 (the "Lien Search Summary Letter").

12. Such other documents, records, certificates, agreements, instruments, and statements of governmental officials and officers and representatives of the Borrower as we have deemed necessary or appropriate for the purposes of rendering the opinions set forth herein.

For purposes of this opinion, the term "Property" refers to approximately one hundred forty-two (142) acres of real property located in Loudoun County, Virginia, consisting of two parcels identified in the land records of Loudoun County and on the tax assessment rolls of Loudoun County as follows: Tax Parcel No. 087-27-1234 and Tax Parcel No. 087-27-1235, commonly known as 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147 (together, the "Virginia Campus" or "Ironhaven Ashburn I"), together with all improvements now or hereafter erected thereon, all easements, rights-of-way, and appurtenances belonging or in anywise appertaining thereto, and all fixtures, equipment, and personal property described in the Deed of Trust as being subject to the lien and security interest created thereby.

III. ASSUMPTIONS

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

A. Genuineness of Signatures and Authenticity of Documents. All signatures on documents examined by us are genuine and were made by the persons purporting to have signed such documents. All documents submitted to us as originals are authentic, and all documents submitted to us as copies conform in all material respects to the originals thereof. All documents examined by us that purport to be executed and delivered have been executed and delivered by the parties thereto.

B. Organization, Existence, and Authority of Other Parties. Each party to the Credit Agreement, the Deed of Trust, and the other Loan Documents (other than the Borrower, as to which we opine in Section IV below) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite corporate, company, trust, or other organizational power and authority to execute, deliver, and perform its obligations under the Credit Agreement, the Deed of Trust, and each other Loan Document to which it is a party. All such documents have been duly authorized, executed, and delivered by each such party (other than the Borrower).

C. Enforceability of Documents as to Other Parties. The Credit Agreement and each other Loan Document (other than the Deed of Trust, as to which we opine below with respect to the Borrower's obligations thereunder) constitutes the valid, binding, and enforceable obligation of each party thereto (other than the Borrower, as to which we opine below) in accordance with its terms, under the laws governing such documents. With respect to the Credit Agreement, which is governed by and construed in accordance with the laws of the State of New York, we assume that the Credit Agreement is valid, binding, and enforceable under New York law.

D. Accuracy of Certificates and Representations. The factual matters, certifications, and representations set forth in the Officer's Closing Certificate of IHDC dated June 3, 2024, the Solvency Certificate executed by Rebecca Sung, Chief Financial Officer of IHDC, dated June 3, 2024, and the Secretary's/Officer's Certificate of IHDC dated May 15, 2024 (executed by Jonathan Pryce-Williams, General Counsel & Secretary), are true, correct, and complete in all material respects as of the dates thereof and as of the date hereof.

E. Title to the Property. The Borrower has good and marketable fee simple title to the Property, subject only to the liens, encumbrances, easements, and other exceptions to title set forth in Schedule B to the ALTA Lender's Title Insurance Policy issued by Keystone Title Guaranty Company (Policy No. VLT-2024-05871, coverage amount $475,000,000). We have not independently examined title to the Property, and we express no opinion with respect thereto.

F. Absence of Fraud, Duress, and Undue Influence. No fraud, duress, mistake, undue influence, or other circumstances rendering any agreement void or voidable was involved in the negotiation, execution, or delivery of any of the Opinion Documents.

G. Adequacy of Consideration. The consideration for the Deed of Trust is real, adequate, and lawful, and the obligations secured by the Deed of Trust have been or are being incurred simultaneously with or prior to the recording of the Deed of Trust.

H. Proper Recordation and Indexing. The Loudoun County Circuit Court Clerk's Office will properly accept for recording, index, and maintain in the public records the Deed of Trust presented for recording in connection with the Closing, and any and all other instruments and documents presented for recording in connection with the transactions contemplated by the Credit Agreement. We further assume that the Deed of Trust has been or will be stamped, accepted, and recorded in the grantor-grantee indices maintained by the Loudoun County Clerk's Office in the ordinary course of business.

I. No Subsequent Modifications. None of the Opinion Documents has been amended, modified, supplemented, or terminated by any written or oral agreement of the parties thereto, and no party has waived any of its rights thereunder, in each case except as reflected in the documents examined by us.

IV. OPINIONS

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

4.1 Due Authorization and Execution by the Borrower (Virginia Law Aspects)

(a) IHDC is a limited liability company duly formed and validly existing under the laws of the State of Delaware. IHDC is duly registered to transact business in the Commonwealth of Virginia as a foreign limited liability company and is in good standing with the Virginia State Corporation Commission (SCC ID No. S8452917), as evidenced by the Certificate of Good Standing issued by the Virginia State Corporation Commission dated May 22, 2024, which we examined in rendering this opinion.

(b) IHDC has full limited liability company power and authority under its Certificate of Formation and its Second Amended and Restated Operating Agreement, and under the Virginia Limited Liability Company Act, Title 13.1, Chapter 12 of the Code of Virginia (Va. Code § 13.1-1000 et seq.), to own, lease, and operate its properties in the Commonwealth of Virginia, including the Property, and to execute, deliver, and perform its obligations under the Deed of Trust and the other Loan Documents to which it is a party.

(c) The execution and delivery of the Deed of Trust by IHDC, and the performance by IHDC of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of IHDC, including without limitation the resolutions of the Board of Managers of IHDC adopted on April 29, 2024 (as certified in the Secretary's/Officer's Certificate of IHDC dated May 15, 2024, executed by Jonathan Pryce-Williams, General Counsel & Secretary), and no further limited liability company action on the part of IHDC is required in connection therewith. The Deed of Trust has been duly executed and delivered by IHDC.

4.2 Enforceability of the Deed of Trust Under Virginia Law

(a) The Deed of Trust constitutes a valid and legally binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject, however, to the following customary qualifications:

(i) the effect of applicable bankruptcy, insolvency, receivership, reorganization, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the Virginia Uniform Fraudulent Transfer Act codified at Code of Virginia § 55.1-400 et seq.;

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

(iii) the possible unenforceability of certain provisions relating to indemnification, contribution, exculpation, and limitation of liability to the extent that such provisions may be held unenforceable as contrary to public policy under applicable Virginia law or as otherwise limited by applicable statutes or judicial decisions.

(b) The Deed of Trust, as a deed of trust instrument executed and recorded under and in accordance with the provisions of Virginia Code § 55.1-300 et seq., creates a valid encumbrance and lien upon the Property in favor of Pinnacle Trust Company, N.A., as Collateral Agent for the benefit of the Lenders, with Robert S. Callahan, Esq. serving as the deed of trust trustee. The Deed of Trust encumbers the Borrower's fee simple interest in the Property, together with all improvements, fixtures, easements, appurtenances, and other interests in real and personal property described therein and made subject to the lien thereof.

(c) We note that under Virginia law, a deed of trust operates as a conveyance in trust of the encumbered real property to the named trustee, with a power of sale that is exercisable upon the occurrence of an event of default under the instrument and the obligation secured thereby. Upon such event of default, the deed of trust trustee is empowered to conduct a non-judicial foreclosure sale of the Property in accordance with the requirements of Virginia Code § 55.1-320 et seq., subject to the notice, advertising, and procedural requirements set forth therein, including without limitation: (i) the requirement under Virginia Code § 55.1-321 that the trustee or the party secured provide written notice to the grantor and to certain other parties at least fourteen (14) days before the date of sale; (ii) the requirement under Virginia Code § 55.1-320 that the sale be conducted at such time and place and upon such terms as may be specified in the deed of trust, or, if not so specified, at the front door of the courthouse of the jurisdiction in which the property or a portion thereof lies; and (iii) the requirement under Virginia Code § 55.1-322 that the sale be advertised once a week for four successive weeks in a newspaper having a general circulation in the locality of the property. Compliance with these statutory requirements is a prerequisite to the valid exercise of the power of sale.

4.3 Assignment of Leases and Rents

(a) The assignment of leases and rents contained in the Deed of Trust constitutes a valid and enforceable assignment of the Borrower's rights, title, and interest in and to all leases, subleases, licenses, and other occupancy agreements now existing or hereafter entered into with respect to the Property, and all rents, issues, income, revenues, and profits arising therefrom (collectively, "Rents"), under applicable Virginia law, including the Uniform Assignment of Rents Act as adopted in the Commonwealth of Virginia, codified at Virginia Code § 55.1-340 et seq.

(b) Under the terms of the Deed of Trust and applicable Virginia law, the Borrower has granted to the Collateral Agent an assignment of Rents as additional security for the obligations secured by the Deed of Trust. The Borrower is permitted to collect and retain Rents in the ordinary course of business until the occurrence of an event of default, at which time the Collateral Agent (or its designated agent or successor) shall be entitled to collect all Rents from the Property, including, without limitation, amounts payable under any lease, sublease, or occupancy agreement to which the Borrower is a party. We note in this regard that the Borrower has entered into a pre-lease letter of intent with Stratos Cloud Services, Inc. for approximately 30 megawatts of data center capacity at the Virginia Campus, providing for anticipated annual rent of approximately $14,400,000 under a five-year initial term. To the extent such letter of intent matures into a binding, fully executed lease, such lease and the rents payable thereunder would be subject to the assignment of leases and rents contained in the Deed of Trust.

(c) The enforcement of the assignment of Rents is subject to the provisions of the Uniform Assignment of Rents Act as adopted in Virginia, including the requirements for enforcement set forth in Virginia Code § 55.1-344 et seq., which provisions govern the method by which an assignee may enforce an assignment of Rents upon the occurrence of a default.

4.4 Security Agreement and Fixture Filing

(a) The security interest granted in the Deed of Trust with respect to fixtures and tangible personal property located at or affixed to the Property (including, without limitation, all heating, ventilation, and air-conditioning systems, electrical distribution and power infrastructure, generators, uninterruptible power supply units, raised flooring, cabling, fire suppression systems, and other equipment and personalty described in the Deed of Trust as constituting part of the collateral) is valid and enforceable as between the Borrower and the Collateral Agent under both (i) the Virginia Uniform Commercial Code, Title 8.9A of the Code of Virginia (Va. Code § 8.9A-101 et seq.), and (ii) the real property laws of the Commonwealth of Virginia.

(b) The fixture filing component of the Deed of Trust satisfies the requirements of Virginia Code § 8.9A-502(c) for a financing statement filed as a fixture filing, including the requirements that such filing (i) indicate the collateral covered by the financing statement, (ii) indicate that the financing statement is to be filed in the real property records, (iii) provide a description of the real property to which the fixtures relate that would be sufficient to give constructive notice of a mortgage under the law of the Commonwealth of Virginia, and (iv) provide the name of a record owner of the real property if the debtor does not have an interest of record in such real property. When duly recorded as described in Section 4.5 below, such fixture filing constitutes a valid fixture filing under Virginia Code § 8.9A-502(c) and provides notice to third parties of the Collateral Agent's security interest in fixtures located at or affixed to the Property.

4.5 Sufficiency of Recording in Loudoun County Land Records

(a) The Deed of Trust has been duly presented for recording, and has been recorded (or, upon presentment, will be accepted for recording), in the Clerk's Office of the Circuit Court of Loudoun County, Virginia, which is the proper office for the recording of instruments affecting real property located in Loudoun County, Virginia, pursuant to Virginia Code § 55.1-600 et seq. The Loudoun County Circuit Court Clerk's Office is the office designated under Virginia law for the recordation of deeds of trust, mortgages, and other instruments creating liens upon or conveying interests in real property situated within Loudoun County.

(b) Upon recording, the Deed of Trust constitutes constructive notice to all persons of the lien and encumbrance created thereby on the Property, including Tax Parcel No. 087-27-1234 and Tax Parcel No. 087-27-1235, as required by Virginia Code § 55.1-600 et seq. No person dealing with the Property after the recording of the Deed of Trust may claim to be without notice of the existence of the lien created thereby.

(c) The Deed of Trust, together with the fixture filing contained therein, satisfies the recording and filing requirements of Virginia Code §§ 55.1-600 through 55.1-653 for the recordation of deeds of trust in the Commonwealth of Virginia, and satisfies the filing requirements of Virginia Code § 8.9A-502(c) for a fixture filing with respect to fixtures located at or affixed to the Property. Accordingly, upon due recording, the lien on the real property and fixtures described in the Deed of Trust is duly perfected as a matter of Virginia law.

(d) Virginia recordation tax is applicable to the recording of the Deed of Trust. Specifically, the Deed of Trust is subject to (i) the grantor's tax imposed under Virginia Code § 58.1-801 and (ii) the deed of trust recordation tax imposed under Virginia Code § 58.1-803, which tax is calculated based on the amount of the obligation secured by the deed of trust. For the portion of the aggregate commitments under the Credit Agreement allocable to the Virginia campus construction tranche, in the amount of $475,000,000, the applicable recordation taxes are computed at the rates prescribed by the foregoing statutory provisions. We have been advised by the Borrower and its representatives that all applicable recordation taxes, including state and Loudoun County transfer and recordation taxes, have been or will be timely paid in connection with the recording of the Deed of Trust. We have not independently verified the amount of such taxes or confirmed payment thereof, and we express no opinion with respect to the calculation, sufficiency, or timeliness of such payment.

4.6 Priority of Lien

(a) Based upon our review of the lien search results described in Item 11 of Section II above, as summarized in Calderwood & Harkness's Lien Search Summary Letter to Crescent Harbor Bank, N.A. dated May 8, 2024, and upon our review of the title insurance commitment and the ALTA Lender's Title Insurance Policy issued by Keystone Title Guaranty Company (Policy No. VLT-2024-05871, coverage amount $475,000,000), we note the following:

(i) The only pre-existing lien identified in the lien search results affecting the Property or the personal property of the Borrower encumbered by the Deed of Trust was UCC-1 Financing Statement No. 2022-3714856, filed with the Delaware Secretary of State on September 14, 2022, by Greystone Mezzanine Fund II, LP, as secured party, against Ironhaven Data Centers LLC, as debtor, in connection with the Borrower's $130,000,000 mezzanine note facility (CUSIP 39817MAB3). We have been advised, and have confirmed through review of the relevant termination documentation, that such UCC-1 Financing Statement is being terminated at the Closing by means of a UCC-3 Termination Statement to be filed with the Delaware Secretary of State on or about the Closing Date.

(ii) Upon the recording of the Deed of Trust in the Loudoun County Clerk's Office and the filing of the UCC-3 Termination Statement terminating the Greystone UCC-1, and subject to the terms, conditions, and exceptions set forth in the Keystone Title Guaranty Company ALTA Lender's Title Insurance Policy (including the exceptions set forth in Schedule B thereto), the Deed of Trust will constitute a first-priority lien on the Property, superior to all other liens, claims, and encumbrances of record, except for such exceptions as are set forth in the Keystone Title policy.

(b) Important Limitation: This opinion does not constitute a title opinion or a guaranty or certificate of title. We have not independently examined title to the Property, and we express no opinion as to the state of title to the Property or the existence or non-existence of any liens, encumbrances, easements, restrictions, or other matters affecting title to the Property. For all matters relating to title, the addressees and the Lenders should place reliance solely upon the ALTA Lender's Title Insurance Policy issued by Keystone Title Guaranty Company, together with any endorsements thereto.

4.7 No Conflict with Virginia Law

The execution, delivery, and performance by IHDC of its obligations under the Deed of Trust, and the recording of the Deed of Trust in the Loudoun County land records, do not and will not (a) violate any provision of any Virginia statute, rule, or regulation applicable to the Borrower that, in our experience, is normally applicable to transactions of the type contemplated by the Credit Agreement and the Deed of Trust, (b) result in a breach of or default under the Organizational Documents of the Borrower, or (c) to our knowledge, after due inquiry, result in the creation or imposition of any lien, charge, or encumbrance upon the Property under Virginia law (other than the lien of the Deed of Trust itself and liens created in favor of the Collateral Agent pursuant to the Loan Documents).

V. QUALIFICATIONS AND LIMITATIONS

The opinions set forth herein are subject to the following qualifications, limitations, and exceptions:

A. Scope of Law Covered. This opinion is limited solely to the laws of the Commonwealth of Virginia as currently in effect on the date hereof, including applicable judicial interpretations thereof. We are members of the bars of the State of New York and the Commonwealth of Virginia, and we express no opinion as to the laws of any other jurisdiction, including, without limitation, federal law, the laws of the State of New York, or the laws of the State of Delaware, except to the extent specifically addressed herein regarding the Borrower's status and authority as a Delaware limited liability company registered to transact business in the Commonwealth of Virginia.

B. Federal Bankruptcy Law. We express no opinion as to the application of federal bankruptcy law, including Title 11 of the United States Code (the Bankruptcy Code), or any federal preemption issues that may arise thereunder or under any other federal statute or regulation.

C. Environmental, Zoning, Land Use, and Building Code Matters. We express no opinion as to compliance with any environmental laws or regulations (whether federal, state, or local), including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), or the Virginia Waste Management Act. We likewise express no opinion as to compliance with zoning ordinances, land use regulations, subdivision requirements, building codes, or similar regulatory requirements applicable to the Property or the Borrower's operations thereon. We understand that such matters have been separately addressed by Greenline Environmental Solutions, Inc. in Phase I and Phase II environmental site assessment reports and related regulatory compliance reports delivered in connection with the Closing.

D. Tax Matters. We express no opinion as to any federal, state, or local tax matters, including, without limitation, the characterization of the Credit Agreement or the Deed of Trust for tax purposes, the deductibility of interest payments, or the application of transfer tax or recordation tax provisions. Tax matters relating to the transactions contemplated by the Credit Agreement are separately addressed in our tax opinion letter delivered concurrently herewith.

E. Credit Agreement and New York Law Matters. We express no opinion as to the enforceability of any provisions of the Credit Agreement or any other Loan Document that is governed by the laws of the State of New York. The enforceability of the Credit Agreement and the other Loan Documents governed by New York law is the subject of our separate New York/Delaware law opinion of even date herewith, delivered pursuant to Section 4.01(a)(vii) of the Credit Agreement.

F. Property Description. We express no opinion as to the accuracy, completeness, or sufficiency of any legal description of the Property set forth in the Deed of Trust, or as to the correspondence of such legal description to the physical boundaries of the Property as they exist on the ground. For all survey and legal description matters, reliance should be placed on the ALTA/NSPS Land Title Survey prepared by Meridian Survey Associates, P.C. and the Survey and Legal Description Certificate delivered in connection with the Closing.

G. Usury. We express no opinion as to the application of any applicable usury laws or interest rate limitations to the interest rate provisions of the Credit Agreement or any other Loan Document, including the stated interest rate of the secured overnight financing rate (SOFR) plus 425 basis points, with a 0.50% SOFR floor, or any default rate of interest. The analysis of usury and interest rate limitations may depend upon considerations of federal law, the laws of jurisdictions other than Virginia, and factual matters as to which we express no opinion.

H. Enforceability Qualifications. The enforceability opinions set forth in Section IV above are subject to the following additional qualifications:

(i) the effect of applicable bankruptcy, insolvency, receivership, reorganization, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally;

(ii) the effect of general principles of equity, including concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether the matter is considered in a proceeding in equity or at law;

(iii) potential limitations on the enforcement of certain remedies provisions contained in the Deed of Trust, including limitations on the exercise of the power of sale under Virginia Code § 55.1-320 et seq., which imposes mandatory notice, advertising, and procedural requirements as conditions to the valid exercise of the non-judicial foreclosure power, as more particularly described in Section 4.2(c) above;

(iv) the application of Virginia's anti-deficiency protections under Virginia Code § 8.01-463 et seq. and related provisions, to the extent applicable following a foreclosure sale of the Property, which may limit the right of a secured creditor to obtain a deficiency judgment against the grantor after foreclosure to the extent the fair market value of the property at the time of the sale exceeds the sales price; and

(v) the potential unenforceability of provisions of the Deed of Trust or the Loan Documents that purport to waive statutory rights of the Borrower to the extent that such waivers are prohibited or limited by applicable Virginia law.

I. Intercreditor Agreement. We note that the Intercreditor Agreement, dated as of May 15, 2024, among IHDC, Crescent Harbor Bank, N.A. (in its capacities as Term Loan Agent and as Revolver Agent under the existing $100,000,000 Super-Senior Revolving Credit Facility), and Pinnacle Trust Company, N.A. as Collateral Agent, may affect the enforcement rights of the Collateral Agent and the Lenders with respect to the Deed of Trust and the Property. The Intercreditor Agreement is governed by and construed in accordance with the laws of the State of New York, and the enforceability and interpretation thereof is not the subject of this opinion. We express no opinion as to the effect of the Intercreditor Agreement on the rights of the addressees hereof with respect to the Deed of Trust or the Property.

VI. RELIANCE AND BENEFIT

This opinion letter is furnished solely for the benefit of the addressees hereof — namely, Crescent Harbor Bank, N.A. in its capacity as Administrative Agent, Pinnacle Trust Company, N.A. in its capacity as Collateral Agent, and each of the Lenders party to the Credit Agreement as of the date hereof — in connection with the transactions contemplated by the Credit Agreement, and may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent.

This opinion letter is given as of the date hereof only, and we assume no obligation to update, supplement, revise, or reaffirm this opinion to reflect any facts or circumstances that may hereafter come to our attention, any changes in law (whether by legislative action, judicial decision, or otherwise) that may hereafter occur, or any other developments of any kind that may hereafter take place.

Notwithstanding the foregoing, this opinion letter may be relied upon by any person or institution that becomes a Lender under the Credit Agreement after the date hereof, provided that such person or institution becomes a Lender pursuant to and in compliance with a Lender Assignment and Assumption Agreement in the form attached as Exhibit G to the Credit Agreement, as if this opinion letter were addressed to such person or institution on the date hereof and as if such person or institution were an addressee hereof. Each such person or institution, by accepting an assignment under the Credit Agreement, shall be deemed to have agreed to the terms, assumptions, qualifications, and limitations set forth herein.

No person or entity other than the addressees hereof and any permitted assignee as described above is entitled to rely on this opinion for any purpose whatsoever.

VII. SIGNATURE

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Stephanie Okafor

Title: Partner, Banking & Finance

By: ________

Name: Daniel Obi

Title: Lead Associate, Banking & Finance

(as a matter of firm protocol; this opinion is issued in the name of the firm)

CALDERWOOD & HARKNESS LLP 125 Broad Street New York, NY 10004 Matter No. 1043-00001

Enclosures: As referenced herein

cc: (by electronic mail and overnight courier)

Jonathan Pryce-Williams, Esq. General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147

Catherine Ellsworth, Esq. Blackthorn & Sundial Software 51 West 52nd Street New York, New York 10019 (Counsel to the Administrative Agent and the Lenders)

William Hargrove Pinnacle Trust Company, N.A. 101 Constitution Avenue NW Washington, D.C. 20001

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP 125 Broad Street New York, NY 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
June 3, 2024
Crescent Harbor Bank, N.A., as Administrative Agent 1200 Harbor Point Drive Charlotte, NC 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 referred to below
Re: Virginia Law Opinion — Enforceability of Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing Encumbering Real Property in Loudoun County, Virginia — Ironhaven Data Centers LLC Senior Secured Term Loan B Credit Facility ($950,000,000)
Ladies and Gentlemen:
I. INTRODUCTION AND IDENTIFICATION OF TRANSACTION
We, Calderwood & Harkness LLP ("we," "us," or "our"), have acted as counsel to Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), with its principal place of business and headquarters located at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, in connection with the transactions contemplated by that certain 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 the Borrower, Ironhaven Frankfurt GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany (as Co-Borrower), Ironhaven Holdings Inc., a Delaware corporation (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the financial institutions and other lenders from time to time party thereto (collectively, the "Lenders"). The Credit Agreement provides for aggregate commitments in the amount of Nine Hundred Fifty Million and 00/100 Dollars ($950,000,000) (CUSIP 46283LAA5). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.
The closing of the transactions contemplated by the Credit Agreement (the "Closing") is occurring on the date hereof, June 3, 2024 (the "Closing Date").
This opinion letter is delivered to you pursuant to Section 4.01(a)(viii) of the Credit Agreement, which requires, as a condition precedent to the funding of the initial advances on the Closing Date, the delivery of a legal opinion of counsel to the Borrower with respect to matters of Virginia law, including the enforceability of the Deed of Trust (as defined below) and the sufficiency of its recording in the land records of Loudoun County, Virginia.
This opinion addresses solely matters of the laws of the Commonwealth of Virginia, including the enforceability of the Deed of Trust and the sufficiency of its recording in the Loudoun County land records. Matters of New York law, Delaware law, and federal law are addressed, to the extent applicable, in our separate opinion letter of even date herewith. This opinion is issued in connection with Calderwood & Harkness Matter No. 1043-00001.
II. DOCUMENTS EXAMINED
In connection with the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Opinion Documents"):
1. The Credit Agreement, execution version dated May 15, 2024, among the Borrower, Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders party thereto, together with all exhibits, schedules, and annexes thereto.
2. That certain Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (the "Deed of Trust"), dated as of May 15, 2024, executed by Ironhaven Data Centers LLC, as grantor, for the benefit of Pinnacle Trust Company, N.A., as Collateral Agent and beneficiary, with Robert S. Callahan, Esq. serving as deed of trust trustee, encumbering certain real property situated in Loudoun County, Commonwealth of Virginia, more particularly described therein, and recorded (or presented for recording) in the Clerk's Office of the Circuit Court of Loudoun County, Virginia (the "Loudoun County Clerk's Office").
3. The US Pledge and Security Agreement, dated as of May 15, 2024, executed by the Borrower and Ironhaven Holdings Inc. in favor of Pinnacle Trust Company, N.A. as Collateral Agent, granting a security interest in personal property collateral described therein.
4. The Environmental Indemnity Agreement, dated as of May 15, 2024, executed by IHDC in favor of Pinnacle Trust Company, N.A. as Collateral Agent, relating to the Virginia campus parcels encumbered by the Deed of Trust.
5. ALTA Lender's Title Insurance Policy No. VLT-2024-05871, issued by Keystone Title Guaranty Company in the policy amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000), insuring the lien of the Deed of Trust as a first-priority lien on the Property (as defined below), together with all endorsements issued in connection therewith.
6. ALTA/NSPS Land Title Survey, dated April 22, 2024, last revised May 10, 2024, prepared by Meridian Survey Associates, P.C. for the parcels described below, certified by Christopher T. Hamlin, Licensed Virginia Land Surveyor No. 003298, in favor of the Borrower, Crescent Harbor Bank, N.A. as Administrative Agent, Pinnacle Trust Company, N.A. as Collateral Agent, and Keystone Title Guaranty Company.
7. Certificate of Good Standing for Ironhaven Data Centers LLC issued by the Virginia State Corporation Commission (SCC ID No. S8452917), dated May 22, 2024 (within ten (10) business days of the Closing Date).
8. Certificate of Good Standing for Ironhaven Data Centers LLC issued by the Secretary of State of the State of Delaware (File No. 7481293), dated May 20, 2024 (within ten (10) business days of the Closing Date).
9. The Secretary's/Officer's Certificate of IHDC, dated May 15, 2024, executed by Jonathan Pryce-Williams, General Counsel & Secretary of IHDC, attaching thereto true and complete copies of (a) the Certificate of Formation of IHDC, (b) the Second Amended and Restated Operating Agreement of IHDC, dated as of January 18, 2023, as amended, and (c) resolutions of the Board of Managers of IHDC authorizing the execution, delivery, and performance of the Credit Agreement, the Deed of Trust, and the other Loan Documents.
10. A certified copy of the Certificate of Formation of IHDC filed with the Secretary of State of the State of Delaware, together with all amendments thereto, and a true and complete copy of the Second Amended and Restated Operating Agreement of IHDC, dated as of January 18, 2023, as amended through the date hereof (collectively, the "Organizational Documents").
11. Lien search results for the Loudoun County land records and UCC filings, including (a) UCC-11 search report from the Delaware Secretary of State for filings against "Ironhaven Data Centers LLC" (search date: May 6, 2024), (b) UCC and lien search report from the Loudoun County Circuit Court Clerk's Office (search date: May 7, 2024), (c) federal tax lien search in the Office of the Clerk of the United States District Court for the Eastern District of Virginia (search date: May 6, 2024), and (d) judgment lien search in the Loudoun County Circuit Court and the United States District Court for the Eastern District of Virginia (search date: May 7, 2024), as summarized in our letter to Crescent Harbor Bank, N.A. dated May 8, 2024 (the "Lien Search Summary Letter").
12. Such other documents, records, certificates, agreements, instruments, and statements of governmental officials and officers and representatives of the Borrower as we have deemed necessary or appropriate for the purposes of rendering the opinions set forth herein.
For purposes of this opinion, the term "Property" refers to approximately one hundred forty-two (142) acres of real property located in Loudoun County, Virginia, consisting of two parcels identified in the land records of Loudoun County and on the tax assessment rolls of Loudoun County as follows: Tax Parcel No. 087-27-1234 and Tax Parcel No. 087-27-1235, commonly known as 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147 (together, the "Virginia Campus" or "Ironhaven Ashburn I"), together with all improvements now or hereafter erected thereon, all easements, rights-of-way, and appurtenances belonging or in anywise appertaining thereto, and all fixtures, equipment, and personal property described in the Deed of Trust as being subject to the lien and security interest created thereby.
III. ASSUMPTIONS
In rendering the opinions set forth herein, we have, with your consent and without independent investigation or verification, assumed the following:
A. Genuineness of Signatures and Authenticity of Documents. All signatures on documents examined by us are genuine and were made by the persons purporting to have signed such documents. All documents submitted to us as originals are authentic, and all documents submitted to us as copies conform in all material respects to the originals thereof. All documents examined by us that purport to be executed and delivered have been executed and delivered by the parties thereto.
B. Organization, Existence, and Authority of Other Parties. Each party to the Credit Agreement, the Deed of Trust, and the other Loan Documents (other than the Borrower, as to which we opine in Section IV below) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite corporate, company, trust, or other organizational power and authority to execute, deliver, and perform its obligations under the Credit Agreement, the Deed of Trust, and each other Loan Document to which it is a party. All such documents have been duly authorized, executed, and delivered by each such party (other than the Borrower).
C. Enforceability of Documents as to Other Parties. The Credit Agreement and each other Loan Document (other than the Deed of Trust, as to which we opine below with respect to the Borrower's obligations thereunder) constitutes the valid, binding, and enforceable obligation of each party thereto (other than the Borrower, as to which we opine below) in accordance with its terms, under the laws governing such documents. With respect to the Credit Agreement, which is governed by and construed in accordance with the laws of the State of New York, we assume that the Credit Agreement is valid, binding, and enforceable under New York law.
D. Accuracy of Certificates and Representations. The factual matters, certifications, and representations set forth in the Officer's Closing Certificate of IHDC dated June 3, 2024, the Solvency Certificate executed by Rebecca Sung, Chief Financial Officer of IHDC, dated June 3, 2024, and the Secretary's/Officer's Certificate of IHDC dated May 15, 2024 (executed by Jonathan Pryce-Williams, General Counsel & Secretary), are true, correct, and complete in all material respects as of the dates thereof and as of the date hereof.
E. Title to the Property. The Borrower has good and marketable fee simple title to the Property, subject only to the liens, encumbrances, easements, and other exceptions to title set forth in Schedule B to the ALTA Lender's Title Insurance Policy issued by Keystone Title Guaranty Company (Policy No. VLT-2024-05871, coverage amount $475,000,000). We have not independently examined title to the Property, and we express no opinion with respect thereto.
F. Absence of Fraud, Duress, and Undue Influence. No fraud, duress, mistake, undue influence, or other circumstances rendering any agreement void or voidable was involved in the negotiation, execution, or delivery of any of the Opinion Documents.
G. Adequacy of Consideration. The consideration for the Deed of Trust is real, adequate, and lawful, and the obligations secured by the Deed of Trust have been or are being incurred simultaneously with or prior to the recording of the Deed of Trust.
H. Proper Recordation and Indexing. The Loudoun County Circuit Court Clerk's Office will properly accept for recording, index, and maintain in the public records the Deed of Trust presented for recording in connection with the Closing, and any and all other instruments and documents presented for recording in connection with the transactions contemplated by the Credit Agreement. We further assume that the Deed of Trust has been or will be stamped, accepted, and recorded in the grantor-grantee indices maintained by the Loudoun County Clerk's Office in the ordinary course of business.
I. No Subsequent Modifications. None of the Opinion Documents has been amended, modified, supplemented, or terminated by any written or oral agreement of the parties thereto, and no party has waived any of its rights thereunder, in each case except as reflected in the documents examined by us.
IV. OPINIONS
Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Section V below, we are of the opinion that:
4.1 Due Authorization and Execution by the Borrower (Virginia Law Aspects)
(a) IHDC is a limited liability company duly formed and validly existing under the laws of the State of Delaware. IHDC is duly registered to transact business in the Commonwealth of Virginia as a foreign limited liability company and is in good standing with the Virginia State Corporation Commission (SCC ID No. S8452917), as evidenced by the Certificate of Good Standing issued by the Virginia State Corporation Commission dated May 22, 2024, which we examined in rendering this opinion.
(b) IHDC has full limited liability company power and authority under its Certificate of Formation and its Second Amended and Restated Operating Agreement, and under the Virginia Limited Liability Company Act, Title 13.1, Chapter 12 of the Code of Virginia (Va. Code § 13.1-1000 et seq.), to own, lease, and operate its properties in the Commonwealth of Virginia, including the Property, and to execute, deliver, and perform its obligations under the Deed of Trust and the other Loan Documents to which it is a party.
(c) The execution and delivery of the Deed of Trust by IHDC, and the performance by IHDC of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of IHDC, including without limitation the resolutions of the Board of Managers of IHDC adopted on April 29, 2024 (as certified in the Secretary's/Officer's Certificate of IHDC dated May 15, 2024, executed by Jonathan Pryce-Williams, General Counsel & Secretary), and no further limited liability company action on the part of IHDC is required in connection therewith. The Deed of Trust has been duly executed and delivered by IHDC.
4.2 Enforceability of the Deed of Trust Under Virginia Law
(a) The Deed of Trust constitutes a valid and legally binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject, however, to the following customary qualifications:
(i) the effect of applicable bankruptcy, insolvency, receivership, reorganization, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the Virginia Uniform Fraudulent Transfer Act codified at Code of Virginia § 55.1-400 et seq.;
(ii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether considered in a proceeding in equity or at law; and
(iii) the possible unenforceability of certain provisions relating to indemnification, contribution, exculpation, and limitation of liability to the extent that such provisions may be held unenforceable as contrary to public policy under applicable Virginia law or as otherwise limited by applicable statutes or judicial decisions.
(b) The Deed of Trust, as a deed of trust instrument executed and recorded under and in accordance with the provisions of Virginia Code § 55.1-300 et seq., creates a valid encumbrance and lien upon the Property in favor of Pinnacle Trust Company, N.A., as Collateral Agent for the benefit of the Lenders, with Robert S. Callahan, Esq. serving as the deed of trust trustee. The Deed of Trust encumbers the Borrower's fee simple interest in the Property, together with all improvements, fixtures, easements, appurtenances, and other interests in real and personal property described therein and made subject to the lien thereof.
(c) We note that under Virginia law, a deed of trust operates as a conveyance in trust of the encumbered real property to the named trustee, with a power of sale that is exercisable upon the occurrence of an event of default under the instrument and the obligation secured thereby. Upon such event of default, the deed of trust trustee is empowered to conduct a non-judicial foreclosure sale of the Property in accordance with the requirements of Virginia Code § 55.1-320 et seq., subject to the notice, advertising, and procedural requirements set forth therein, including without limitation: (i) the requirement under Virginia Code § 55.1-321 that the trustee or the party secured provide written notice to the grantor and to certain other parties at least fourteen (14) days before the date of sale; (ii) the requirement under Virginia Code § 55.1-320 that the sale be conducted at such time and place and upon such terms as may be specified in the deed of trust, or, if not so specified, at the front door of the courthouse of the jurisdiction in which the property or a portion thereof lies; and (iii) the requirement under Virginia Code § 55.1-322 that the sale be advertised once a week for four successive weeks in a newspaper having a general circulation in the locality of the property. Compliance with these statutory requirements is a prerequisite to the valid exercise of the power of sale.
4.3 Assignment of Leases and Rents
(a) The assignment of leases and rents contained in the Deed of Trust constitutes a valid and enforceable assignment of the Borrower's rights, title, and interest in and to all leases, subleases, licenses, and other occupancy agreements now existing or hereafter entered into with respect to the Property, and all rents, issues, income, revenues, and profits arising therefrom (collectively, "Rents"), under applicable Virginia law, including the Uniform Assignment of Rents Act as adopted in the Commonwealth of Virginia, codified at Virginia Code § 55.1-340 et seq.
(b) Under the terms of the Deed of Trust and applicable Virginia law, the Borrower has granted to the Collateral Agent an assignment of Rents as additional security for the obligations secured by the Deed of Trust. The Borrower is permitted to collect and retain Rents in the ordinary course of business until the occurrence of an event of default, at which time the Collateral Agent (or its designated agent or successor) shall be entitled to collect all Rents from the Property, including, without limitation, amounts payable under any lease, sublease, or occupancy agreement to which the Borrower is a party. We note in this regard that the Borrower has entered into a pre-lease letter of intent with Stratos Cloud Services, Inc. for approximately 30 megawatts of data center capacity at the Virginia Campus, providing for anticipated annual rent of approximately $14,400,000 under a five-year initial term. To the extent such letter of intent matures into a binding, fully executed lease, such lease and the rents payable thereunder would be subject to the assignment of leases and rents contained in the Deed of Trust.
(c) The enforcement of the assignment of Rents is subject to the provisions of the Uniform Assignment of Rents Act as adopted in Virginia, including the requirements for enforcement set forth in Virginia Code § 55.1-344 et seq., which provisions govern the method by which an assignee may enforce an assignment of Rents upon the occurrence of a default.
4.4 Security Agreement and Fixture Filing
(a) The security interest granted in the Deed of Trust with respect to fixtures and tangible personal property located at or affixed to the Property (including, without limitation, all heating, ventilation, and air-conditioning systems, electrical distribution and power infrastructure, generators, uninterruptible power supply units, raised flooring, cabling, fire suppression systems, and other equipment and personalty described in the Deed of Trust as constituting part of the collateral) is valid and enforceable as between the Borrower and the Collateral Agent under both (i) the Virginia Uniform Commercial Code, Title 8.9A of the Code of Virginia (Va. Code § 8.9A-101 et seq.), and (ii) the real property laws of the Commonwealth of Virginia.
(b) The fixture filing component of the Deed of Trust satisfies the requirements of Virginia Code § 8.9A-502(c) for a financing statement filed as a fixture filing, including the requirements that such filing (i) indicate the collateral covered by the financing statement, (ii) indicate that the financing statement is to be filed in the real property records, (iii) provide a description of the real property to which the fixtures relate that would be sufficient to give constructive notice of a mortgage under the law of the Commonwealth of Virginia, and (iv) provide the name of a record owner of the real property if the debtor does not have an interest of record in such real property. When duly recorded as described in Section 4.5 below, such fixture filing constitutes a valid fixture filing under Virginia Code § 8.9A-502(c) and provides notice to third parties of the Collateral Agent's security interest in fixtures located at or affixed to the Property.
4.5 Sufficiency of Recording in Loudoun County Land Records
(a) The Deed of Trust has been duly presented for recording, and has been recorded (or, upon presentment, will be accepted for recording), in the Clerk's Office of the Circuit Court of Loudoun County, Virginia, which is the proper office for the recording of instruments affecting real property located in Loudoun County, Virginia, pursuant to Virginia Code § 55.1-600 et seq. The Loudoun County Circuit Court Clerk's Office is the office designated under Virginia law for the recordation of deeds of trust, mortgages, and other instruments creating liens upon or conveying interests in real property situated within Loudoun County.
(b) Upon recording, the Deed of Trust constitutes constructive notice to all persons of the lien and encumbrance created thereby on the Property, including Tax Parcel No. 087-27-1234 and Tax Parcel No. 087-27-1235, as required by Virginia Code § 55.1-600 et seq. No person dealing with the Property after the recording of the Deed of Trust may claim to be without notice of the existence of the lien created thereby.
(c) The Deed of Trust, together with the fixture filing contained therein, satisfies the recording and filing requirements of Virginia Code §§ 55.1-600 through 55.1-653 for the recordation of deeds of trust in the Commonwealth of Virginia, and satisfies the filing requirements of Virginia Code § 8.9A-502(c) for a fixture filing with respect to fixtures located at or affixed to the Property. Accordingly, upon due recording, the lien on the real property and fixtures described in the Deed of Trust is duly perfected as a matter of Virginia law.
(d) Virginia recordation tax is applicable to the recording of the Deed of Trust. Specifically, the Deed of Trust is subject to (i) the grantor's tax imposed under Virginia Code § 58.1-801 and (ii) the deed of trust recordation tax imposed under Virginia Code § 58.1-803, which tax is calculated based on the amount of the obligation secured by the deed of trust. For the portion of the aggregate commitments under the Credit Agreement allocable to the Virginia campus construction tranche, in the amount of $475,000,000, the applicable recordation taxes are computed at the rates prescribed by the foregoing statutory provisions. We have been advised by the Borrower and its representatives that all applicable recordation taxes, including state and Loudoun County transfer and recordation taxes, have been or will be timely paid in connection with the recording of the Deed of Trust. We have not independently verified the amount of such taxes or confirmed payment thereof, and we express no opinion with respect to the calculation, sufficiency, or timeliness of such payment.
4.6 Priority of Lien
(a) Based upon our review of the lien search results described in Item 11 of Section II above, as summarized in Calderwood & Harkness's Lien Search Summary Letter to Crescent Harbor Bank, N.A. dated May 8, 2024, and upon our review of the title insurance commitment and the ALTA Lender's Title Insurance Policy issued by Keystone Title Guaranty Company (Policy No. VLT-2024-05871, coverage amount $475,000,000), we note the following:
(i) The only pre-existing lien identified in the lien search results affecting the Property or the personal property of the Borrower encumbered by the Deed of Trust was UCC-1 Financing Statement No. 2022-3714856, filed with the Delaware Secretary of State on September 14, 2022, by Greystone Mezzanine Fund II, LP, as secured party, against Ironhaven Data Centers LLC, as debtor, in connection with the Borrower's $130,000,000 mezzanine note facility (CUSIP 39817MAB3). We have been advised, and have confirmed through review of the relevant termination documentation, that such UCC-1 Financing Statement is being terminated at the Closing by means of a UCC-3 Termination Statement to be filed with the Delaware Secretary of State on or about the Closing Date.
(ii) Upon the recording of the Deed of Trust in the Loudoun County Clerk's Office and the filing of the UCC-3 Termination Statement terminating the Greystone UCC-1, and subject to the terms, conditions, and exceptions set forth in the Keystone Title Guaranty Company ALTA Lender's Title Insurance Policy (including the exceptions set forth in Schedule B thereto), the Deed of Trust will constitute a first-priority lien on the Property, superior to all other liens, claims, and encumbrances of record, except for such exceptions as are set forth in the Keystone Title policy.
(b) Important Limitation: This opinion does not constitute a title opinion or a guaranty or certificate of title. We have not independently examined title to the Property, and we express no opinion as to the state of title to the Property or the existence or non-existence of any liens, encumbrances, easements, restrictions, or other matters affecting title to the Property. For all matters relating to title, the addressees and the Lenders should place reliance solely upon the ALTA Lender's Title Insurance Policy issued by Keystone Title Guaranty Company, together with any endorsements thereto.
4.7 No Conflict with Virginia Law
The execution, delivery, and performance by IHDC of its obligations under the Deed of Trust, and the recording of the Deed of Trust in the Loudoun County land records, do not and will not (a) violate any provision of any Virginia statute, rule, or regulation applicable to the Borrower that, in our experience, is normally applicable to transactions of the type contemplated by the Credit Agreement and the Deed of Trust, (b) result in a breach of or default under the Organizational Documents of the Borrower, or (c) to our knowledge, after due inquiry, result in the creation or imposition of any lien, charge, or encumbrance upon the Property under Virginia law (other than the lien of the Deed of Trust itself and liens created in favor of the Collateral Agent pursuant to the Loan Documents).
V. QUALIFICATIONS AND LIMITATIONS
The opinions set forth herein are subject to the following qualifications, limitations, and exceptions:
A. Scope of Law Covered. This opinion is limited solely to the laws of the Commonwealth of Virginia as currently in effect on the date hereof, including applicable judicial interpretations thereof. We are members of the bars of the State of New York and the Commonwealth of Virginia, and we express no opinion as to the laws of any other jurisdiction, including, without limitation, federal law, the laws of the State of New York, or the laws of the State of Delaware, except to the extent specifically addressed herein regarding the Borrower's status and authority as a Delaware limited liability company registered to transact business in the Commonwealth of Virginia.
B. Federal Bankruptcy Law. We express no opinion as to the application of federal bankruptcy law, including Title 11 of the United States Code (the Bankruptcy Code), or any federal preemption issues that may arise thereunder or under any other federal statute or regulation.
C. Environmental, Zoning, Land Use, and Building Code Matters. We express no opinion as to compliance with any environmental laws or regulations (whether federal, state, or local), including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), or the Virginia Waste Management Act. We likewise express no opinion as to compliance with zoning ordinances, land use regulations, subdivision requirements, building codes, or similar regulatory requirements applicable to the Property or the Borrower's operations thereon. We understand that such matters have been separately addressed by Greenline Environmental Solutions, Inc. in Phase I and Phase II environmental site assessment reports and related regulatory compliance reports delivered in connection with the Closing.
D. Tax Matters. We express no opinion as to any federal, state, or local tax matters, including, without limitation, the characterization of the Credit Agreement or the Deed of Trust for tax purposes, the deductibility of interest payments, or the application of transfer tax or recordation tax provisions. Tax matters relating to the transactions contemplated by the Credit Agreement are separately addressed in our tax opinion letter delivered concurrently herewith.
E. Credit Agreement and New York Law Matters. We express no opinion as to the enforceability of any provisions of the Credit Agreement or any other Loan Document that is governed by the laws of the State of New York. The enforceability of the Credit Agreement and the other Loan Documents governed by New York law is the subject of our separate New York/Delaware law opinion of even date herewith, delivered pursuant to Section 4.01(a)(vii) of the Credit Agreement.
F. Property Description. We express no opinion as to the accuracy, completeness, or sufficiency of any legal description of the Property set forth in the Deed of Trust, or as to the correspondence of such legal description to the physical boundaries of the Property as they exist on the ground. For all survey and legal description matters, reliance should be placed on the ALTA/NSPS Land Title Survey prepared by Meridian Survey Associates, P.C. and the Survey and Legal Description Certificate delivered in connection with the Closing.
G. Usury. We express no opinion as to the application of any applicable usury laws or interest rate limitations to the interest rate provisions of the Credit Agreement or any other Loan Document, including the stated interest rate of the secured overnight financing rate (SOFR) plus 425 basis points, with a 0.50% SOFR floor, or any default rate of interest. The analysis of usury and interest rate limitations may depend upon considerations of federal law, the laws of jurisdictions other than Virginia, and factual matters as to which we express no opinion.
H. Enforceability Qualifications. The enforceability opinions set forth in Section IV above are subject to the following additional qualifications:
(i) the effect of applicable bankruptcy, insolvency, receivership, reorganization, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally;
(ii) the effect of general principles of equity, including concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether the matter is considered in a proceeding in equity or at law;
(iii) potential limitations on the enforcement of certain remedies provisions contained in the Deed of Trust, including limitations on the exercise of the power of sale under Virginia Code § 55.1-320 et seq., which imposes mandatory notice, advertising, and procedural requirements as conditions to the valid exercise of the non-judicial foreclosure power, as more particularly described in Section 4.2(c) above;
(iv) the application of Virginia's anti-deficiency protections under Virginia Code § 8.01-463 et seq. and related provisions, to the extent applicable following a foreclosure sale of the Property, which may limit the right of a secured creditor to obtain a deficiency judgment against the grantor after foreclosure to the extent the fair market value of the property at the time of the sale exceeds the sales price; and
(v) the potential unenforceability of provisions of the Deed of Trust or the Loan Documents that purport to waive statutory rights of the Borrower to the extent that such waivers are prohibited or limited by applicable Virginia law.
I. Intercreditor Agreement. We note that the Intercreditor Agreement, dated as of May 15, 2024, among IHDC, Crescent Harbor Bank, N.A. (in its capacities as Term Loan Agent and as Revolver Agent under the existing $100,000,000 Super-Senior Revolving Credit Facility), and Pinnacle Trust Company, N.A. as Collateral Agent, may affect the enforcement rights of the Collateral Agent and the Lenders with respect to the Deed of Trust and the Property. The Intercreditor Agreement is governed by and construed in accordance with the laws of the State of New York, and the enforceability and interpretation thereof is not the subject of this opinion. We express no opinion as to the effect of the Intercreditor Agreement on the rights of the addressees hereof with respect to the Deed of Trust or the Property.
VI. RELIANCE AND BENEFIT
This opinion letter is furnished solely for the benefit of the addressees hereof — namely, Crescent Harbor Bank, N.A. in its capacity as Administrative Agent, Pinnacle Trust Company, N.A. in its capacity as Collateral Agent, and each of the Lenders party to the Credit Agreement as of the date hereof — in connection with the transactions contemplated by the Credit Agreement, and may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent.
This opinion letter is given as of the date hereof only, and we assume no obligation to update, supplement, revise, or reaffirm this opinion to reflect any facts or circumstances that may hereafter come to our attention, any changes in law (whether by legislative action, judicial decision, or otherwise) that may hereafter occur, or any other developments of any kind that may hereafter take place.
Notwithstanding the foregoing, this opinion letter may be relied upon by any person or institution that becomes a Lender under the Credit Agreement after the date hereof, provided that such person or institution becomes a Lender pursuant to and in compliance with a Lender Assignment and Assumption Agreement in the form attached as Exhibit G to the Credit Agreement, as if this opinion letter were addressed to such person or institution on the date hereof and as if such person or institution were an addressee hereof. Each such person or institution, by accepting an assignment under the Credit Agreement, shall be deemed to have agreed to the terms, assumptions, qualifications, and limitations set forth herein.
No person or entity other than the addressees hereof and any permitted assignee as described above is entitled to rely on this opinion for any purpose whatsoever.
VII. SIGNATURE
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Stephanie Okafor
Title: Partner, Banking & Finance
By: ________
Name: Daniel Obi
Title: Lead Associate, Banking & Finance
(as a matter of firm protocol; this opinion is issued in the name of the firm)
CALDERWOOD & HARKNESS LLP 125 Broad Street New York, NY 10004 Matter No. 1043-00001
Enclosures: As referenced herein
cc: (by electronic mail and overnight courier)
Jonathan Pryce-Williams, Esq. General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Catherine Ellsworth, Esq. Blackthorn & Sundial Software 51 West 52nd Street New York, New York 10019 (Counsel to the Administrative Agent and the Lenders)
William Hargrove Pinnacle Trust Company, N.A. 101 Constitution Avenue NW Washington, D.C. 20001

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

I. INTRODUCTION AND IDENTIFICATION OF TRANSACTION

II. DOCUMENTS EXAMINED

III. ASSUMPTIONS

IV. OPINIONS

V. QUALIFICATIONS AND LIMITATIONS

VI. RELIANCE AND BENEFIT

VII. SIGNATURE

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

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