1043-00002 · Ironhaven Data Centers LLC · Financing

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CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017

1900 K Street NW, Suite 800 Washington, DC 20006

Telephone: (212) 455-2000 Facsimile: (212) 455-2502

October 15, 2025

Summit National Bank, N.A. as Administrative Agent 1275 Avenue of Commerce, 12th Floor McLean, Virginia 22102

Attention: Karen Ellsworth, Managing Director, Real Estate Finance

Cascade Commercial Lending Corp. as a Lender 500 Market Street, Suite 3200 Philadelphia, Pennsylvania 19103

Attention: David Rennick, Relationship Manager

Harborview Trust Company as a Lender 200 Constitution Plaza, Suite 1400 Hartford, Connecticut 06103

Attention: Susan Applegategate, Lending Officer

Re: $390,000,000 Senior Secured Construction Loan Facility — Stonebridge Data Center Campus, Loudoun County, Virginia; Summit Loan Commitment Reference: CL-2025-VA-04418

Ladies and Gentlemen:

I. Introduction and Role of Counsel

We have acted as counsel to Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Borrower"), and Ironhaven Data Centers LLC, a Delaware limited liability company (the "Guarantor" or "IHDC"), in connection with the $390,000,000 senior secured construction loan facility (the "Loan") extended pursuant to the Construction Loan Agreement dated as of October 15, 2025 (the "Credit Agreement"), by and among the Borrower, as borrower, Summit National Bank, N.A., as administrative agent (the "Administrative Agent"), Cascade Commercial Lending Corp., as a lender, and Harborview Trust Company, as a lender (the Administrative Agent, Cascade Commercial Lending Corp., and Harborview Trust Company are referred to collectively herein as the "Lenders"). This matter is being handled under Calderwood & Harkness LLP Matter No. 1043-00002.

This opinion letter (this "Opinion") is being delivered to you pursuant to Section 4.01(k) of the Credit Agreement as a condition precedent to the initial advance under the Loan. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

II. Defined Terms and Identification of Loan Documents

We have reviewed, and the opinions set forth herein are based upon our review of, executed originals or copies, certified or otherwise identified to our satisfaction, of each of the following documents (collectively, the "Loan Documents"):

1. Construction Loan Agreement dated as of October 15, 2025, by and among the Borrower, the Administrative Agent, and the Lenders, providing for a senior secured construction loan facility in the aggregate principal amount of $390,000,000 (the "Credit Agreement");

2. Promissory Note dated October 15, 2025, executed by the Borrower in favor of the Administrative Agent, for the account of the Lenders, in the original principal amount of $390,000,000 (the "Note");

3. Deed of Trust, Assignment of Leases and Rents, and Security Agreement dated as of October 15, 2025, from the Borrower, as grantor, to a trustee for the benefit of the Administrative Agent, as beneficiary, encumbering certain real property located in Loudoun County, Virginia, and more particularly described as (a) the Stonebridge Parcel (Loudoun County Tax Map Reference /95-4A-1///) and (b) the Meridian Parcel (Loudoun County Tax Map Reference /95-4A-2///), together with all improvements, fixtures, and appurtenances thereto (the "Deed of Trust");

4. Environmental Indemnity Agreement dated as of October 15, 2025, from the Borrower and the Guarantor, jointly and severally, in favor of the Administrative Agent and the Lenders (the "Environmental Indemnity");

5. Completion Guaranty dated as of October 15, 2025, from the Guarantor in favor of the Administrative Agent, for the ratable benefit of the Lenders (the "Completion Guaranty");

6. Carry Guaranty (Payment Guaranty) dated as of October 15, 2025, from the Guarantor in favor of the Administrative Agent, for the ratable benefit of the Lenders (the "Carry Guaranty");

7. Pledge Agreement dated as of October 15, 2025, from the Guarantor in favor of the Administrative Agent, pursuant to which the Guarantor has pledged one hundred percent (100%) of the membership interests in the Borrower to the Administrative Agent as security for the obligations under the Credit Agreement and the other Loan Documents (the "Pledge Agreement");

8. Assignment of Contracts, Permits, and Approvals dated as of October 15, 2025, from the Borrower to the Administrative Agent, assigning as collateral, among other things, the Borrower's rights under (a) the Engineering, Procurement, and Construction Agreement with Titan-McAllister Construction Group, LLC, (b) the Large Load Service Agreement with Vantage Power Cooperative, (c) all architect agreements, (d) all building permits, and (e) all governmental approvals relating to the Stonebridge Data Center Campus (the "Collateral Assignment"); and

9. Borrower's Closing Certificate dated October 15, 2025, executed by an authorized officer of the Borrower (the "Closing Certificate").

The documents described in items 1 through 9 above are referred to collectively herein as the "Loan Documents."

III. Scope of Review; Documents and Records Examined

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

(a) Each of the Loan Documents enumerated in Section II above;

(b) The Articles of Organization of Stonebridge Campus Holdings LLC, as filed with the Virginia State Corporation Commission (the "Virginia SCC"), together with all amendments thereto;

(c) The Operating Agreement of Stonebridge Campus Holdings LLC, dated as of the date thereof, as amended and restated from time to time, reflecting Ironhaven Data Centers LLC as the sole member of the Borrower, including all single-purpose entity provisions and separateness covenants contained therein;

(d) The Certificate of Formation of Ironhaven Data Centers LLC, as filed with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), together with all amendments thereto;

(e) The Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, dated as of the date thereof, as amended from time to time (the "IHDC LLC Agreement");

(f) The Certificate of Registration (Certificate of Authority) of Ironhaven Data Centers LLC to transact business in the Commonwealth of Virginia, as issued by the Virginia SCC (Virginia SCC Entity ID: S7491283);

(g) The Secretary's Certificate (Authorized Officer's Certificate) of Ironhaven Data Centers LLC, dated October 15, 2025, certifying (i) the incumbency of Marcus Thorne, Chief Executive Officer, and Priya Dasgupta, Chief Financial Officer, as authorized signatories of IHDC and, in their capacities as authorized persons of the Borrower, of the Borrower, (ii) the authenticity and completeness of the attached organizational documents, and (iii) the adoption and continuing effectiveness of the member consent resolutions described in clause (h) below;

(h) The member consent resolutions of Ironhaven Data Centers LLC, adopted by written consent of the members of IHDC, authorizing (i) the entry into the Credit Agreement and each of the other Loan Documents, (ii) the entry into the Engineering, Procurement, and Construction Agreement with Titan-McAllister Construction Group, LLC, (iii) the entry into the Large Load Service Agreement with Vantage Power Cooperative, and (iv) the execution, delivery, and performance of all related transactions in connection with the development of the Stonebridge Data Center Campus (with an aggregate project budget of $600,000,000);

(i) A Certificate of Good Standing for Stonebridge Campus Holdings LLC issued by the Virginia SCC, dated October 8, 2025;

(j) A Certificate of Good Standing for Ironhaven Data Centers LLC issued by the Delaware Secretary of State, dated October 7, 2025;

(k) A Certificate of Authority (Certificate of Good Standing of a Foreign Limited Liability Company) for Ironhaven Data Centers LLC issued by the Virginia SCC, dated October 8, 2025;

(l) The title commitment for the Stonebridge Parcel, with an effective date of April 3, 2025, issued by Fidelitas Title & Escrow, Inc., as title agent, underwritten by Sovereign Title Insurance Company;

(m) The title commitment for the Meridian Parcel, with an effective date of April 10, 2025, issued by Fidelitas Title & Escrow, Inc., as title agent, underwritten by Sovereign Title Insurance Company; and

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

IV. Assumptions

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

(a) The genuineness of all signatures on all documents submitted to us, other than the signatures of the Borrower and the Guarantor and their respective authorized signatories;

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

(c) That each natural person who has signed any document examined by us had, at the time of signing, the legal capacity to do so;

(d) That the Administrative Agent and each Lender is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization, and has the corporate or other organizational power and authority to execute, deliver, and perform its respective obligations under the Loan Documents to which it is a party;

(e) That the Loan Documents constitute the valid and binding obligations of the Administrative Agent and each Lender, enforceable against each such party in accordance with their respective terms;

(f) The accuracy, completeness, and authenticity of all certificates and documents obtained from public officials and all certificates and representations made by officers, managers, and authorized persons of the Borrower and the Guarantor;

(g) That no fraud, duress, mistake, undue influence, or other irregularity existed in connection with the negotiation, execution, delivery, or performance of the Loan Documents or the transactions contemplated thereby;

(h) That the Credit Agreement accurately reflects the mutual understanding and agreement of the parties thereto with respect to the terms and conditions of the Loan;

(i) That the Deed of Trust will be properly presented for recording and will be duly recorded and indexed in the land records maintained by the Clerk of the Circuit Court of Loudoun County, Virginia, in accordance with all applicable requirements;

(j) That UCC financing statements with respect to the security interests granted under the Pledge Agreement will be properly filed with the Virginia SCC and/or the Delaware Secretary of State, as applicable, and that such filings will be duly accepted, indexed, and maintained by the relevant filing offices in the ordinary course; and

(k) That the Borrower and the Guarantor will comply with all terms and conditions of the Loan Documents that are to be performed or observed by them after the date hereof.

V. Qualifications and Limitations

The opinions expressed herein are subject to the following qualifications and limitations:

A. Jurisdictional Limitations. The opinions set forth herein are limited to, and we express no opinion with respect to the laws of any jurisdiction other than:

(i) the laws of the Commonwealth of Virginia;

(ii) the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (solely with respect to the due formation, valid existence, and authority of IHDC as a Delaware limited liability company); and

(iii) applicable federal law of the United States.

We express no opinion as to the laws of any other jurisdiction, and we note that the Loan Documents contain provisions that may implicate the laws of jurisdictions beyond those covered by this Opinion, as to which we express no opinion whatsoever.

B. Express Exclusions. Without limiting the generality of the foregoing, we express no opinion with respect to:

(i) Federal, state, or local tax law, including without limitation the Virginia data center sales tax exemption under Va. Code § 58.1-609.3(18), Loudoun County personal property tax on data center equipment, or any other tax incentive, exemption, or obligation applicable to the Borrower, the Guarantor, or the Stonebridge Data Center Campus;

(ii) The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any other federal or state law relating to employee benefit plans;

(iii) Environmental laws, rules, and regulations (including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and the Virginia Waste Management Act), other than our opinion regarding the enforceability of the Environmental Indemnity as a contractual obligation of the Borrower and the Guarantor;

(iv) Federal or state securities laws, including without limitation the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the Virginia Securities Act;

(v) Land use, zoning, building code, and entitlement laws, including without limitation the status, validity, or enforceability of any special exception, rezoning, or zoning modification application, including ZMOD Application Docket No. ZMOD-2025-0038 currently pending before the Loudoun County Board of Supervisors, and any conditions of approval or proffers related thereto;

(vi) Laws of jurisdictions other than Virginia, Delaware (limited as stated above), and applicable federal law of the United States; and

(vii) Any law, rule, regulation, or governmental action that may be enacted, promulgated, or taken after the date hereof.

C. Insolvency Exception. The opinions set forth herein are subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally, now or hereafter in effect (collectively, the "Insolvency Exception").

D. Equity Exception. The opinions set forth herein are subject to the effect of general principles of equity (whether considered in a proceeding at law or in equity), including without limitation (i) concepts of materiality, reasonableness, good faith, and fair dealing, (ii) the possible unavailability of specific performance, injunctive relief, or other equitable remedies, and (iii) limitations on the availability of any particular remedy due to the exercise of judicial discretion in accordance with general equitable principles (collectively, the "Equity Exception").

E. Indemnification and Contribution. We express no opinion as to the enforceability of any provision in the Loan Documents relating to indemnification, contribution, or exculpation to the extent that such provisions may be rendered unenforceable or limited by applicable law or public policy, including without limitation provisions that purport to indemnify any person against liability arising from such person's own negligence or willful misconduct.

F. Severability. Certain provisions of the Loan Documents may be unenforceable in whole or in part under applicable law; however, the inclusion of such provisions does not, in our opinion, render the remaining provisions of such Loan Documents invalid or unenforceable, and the unenforceability of any such provisions does not, in our opinion, affect the practical realization of the principal benefits intended to be conferred by the Loan Documents, taken as a whole.

G. Choice of Law. We express no opinion as to the enforceability of any choice-of-law or choice-of-forum provision contained in the Loan Documents to the extent that such provisions purport to select or designate the laws of a jurisdiction other than the jurisdictions expressly covered by this Opinion or to the extent that the validity, construction, or enforcement of any Loan Document may be determined by a court to be governed by the laws of a jurisdiction other than those addressed herein.

H. Security Interests. Except as expressly set forth in Opinion 10 below with respect to the lien of the Deed of Trust, we express no opinion as to the creation, attachment, perfection, or priority of any security interest or lien granted by or arising under any of the Loan Documents, including without limitation the security interests in the pledged membership interests under the Pledge Agreement or the collateral assignments under the Collateral Assignment.

VI. Opinions

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

Opinion 1: Due Organization and Good Standing — Borrower

Stonebridge Campus Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. The Borrower has all requisite limited liability company power and authority to own, lease, and operate its properties, including the approximately 62.0-acre parcel identified as the Stonebridge Parcel (Loudoun County Tax Map Reference /95-4A-1///) and the approximately 19.4-acre parcel identified as the Meridian Parcel (Loudoun County Tax Map Reference /95-4A-2///), each located in Loudoun County, Virginia, and to carry on its business as presently conducted and as contemplated by the Loan Documents. The Borrower is a single-purpose entity formed for the purpose of owning, developing, and operating the Stonebridge Data Center Campus, as required by the Credit Agreement and consistent with the single-purpose entity provisions and separateness covenants set forth in the Borrower's Operating Agreement.

Opinion 2: Due Organization, Good Standing, and Qualification — Guarantor

Ironhaven Data Centers LLC is a limited liability company duly formed and validly existing under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (EIN: 84-3291057). IHDC is duly qualified and in good standing as a foreign limited liability company authorized to transact business in the Commonwealth of Virginia, as evidenced by its Certificate of Registration issued by the Virginia SCC (Virginia SCC Entity ID: S7491283). IHDC has all requisite limited liability company power and authority to (a) own, lease, and operate its properties and to carry on its business as presently conducted, (b) own one hundred percent (100%) of the membership interests in the Borrower, and (c) execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, including, without limitation, the Completion Guaranty, the Carry Guaranty, the Pledge Agreement, and the Environmental Indemnity.

Opinion 3: Authorization

The execution, delivery, and performance of the Loan Documents by the Borrower and the Guarantor, respectively, have been duly authorized by all necessary limited liability company action on the part of each such entity. With respect to the Borrower, such authorization has been given by Ironhaven Data Centers LLC, as the sole member of the Borrower, pursuant to the terms and provisions of the Operating Agreement of Stonebridge Campus Holdings LLC. With respect to the Guarantor, such authorization has been given by the members of IHDC pursuant to written member consent resolutions duly adopted in accordance with the IHDC LLC Agreement, approving the entry by IHDC into the Stonebridge Data Center Campus development and financing transactions, with an aggregate project budget of $600,000,000, a construction loan amount of $390,000,000, and an equity contribution commitment of $210,000,000. No further limited liability company action, consent, or approval is required on the part of the Borrower or the Guarantor or any of their respective members, managers, or other equity holders in order to authorize the execution, delivery, and performance of the Loan Documents.

Opinion 4: Execution and Delivery

Each of the Loan Documents to which the Borrower is a party has been duly executed and delivered by the Borrower, acting through its duly authorized signatories. Each of the Loan Documents to which the Guarantor is a party has been duly executed and delivered by the Guarantor, acting through its duly authorized signatories, including Marcus Thorne, Chief Executive Officer, and/or Priya Dasgupta, Chief Financial Officer, each of whom has been duly authorized to execute and deliver such documents on behalf of IHDC.

Opinion 5: Enforceability

Each of the Loan Documents constitutes the legal, valid, and binding obligation of the Borrower and/or the Guarantor, as applicable, enforceable against each such entity in accordance with its respective terms, subject in each case to the Insolvency Exception and the Equity Exception, each as described in Section V of this Opinion. Without limiting the generality of the foregoing, this opinion specifically covers the enforceability of:

(a) The Credit Agreement, including all covenants, representations, warranties, and agreements contained therein, including without limitation (i) the loan-to-cost ratio covenant requiring maintenance of a loan-to-cost ratio not to exceed sixty-five percent (65%), (ii) the debt service coverage ratio covenant requiring a minimum debt service coverage ratio of 1.25x upon stabilization, (iii) the minimum equity contribution requirement obligating the Borrower and/or the Guarantor to contribute not less than $52,500,000 in equity prior to the first draw under the Loan, and (iv) the mandatory prepayment provisions triggered upon any "Change of Control," defined to include any event in which Ridgeline Capital Partners Fund IV, LP ceases to hold, directly or indirectly, at least fifty-one percent (51%) of the equity interests in the Borrower or the Guarantor;

(b) The Note, in the principal amount of $390,000,000, bearing interest at a rate per annum equal to the Term Secured Overnight Financing Rate (Term SOFR) plus 285 basis points, with a SOFR floor of 0.50% per annum;

(d) The Environmental Indemnity;

(e) The Completion Guaranty;

(f) The Carry Guaranty;

(g) The Pledge Agreement; and

(h) The Collateral Assignment.

Opinion 6: No Conflicts — Organizational Documents

The execution, delivery, and performance by the Borrower and the Guarantor of the Loan Documents to which each is a party do not and will not (a) violate or conflict with the Articles of Organization or the Operating Agreement of the Borrower, including any single-purpose entity provisions or separateness covenants contained therein, or (b) violate or conflict with the Certificate of Formation or the Amended and Restated Limited Liability Company Agreement of the Guarantor.

Opinion 7: No Conflicts — Laws and Regulations

The execution, delivery, and performance by the Borrower and the Guarantor of the Loan Documents to which each is a party do not and will not violate any existing applicable law, statute, rule, or regulation of the Commonwealth of Virginia or the State of Delaware (limited to the Delaware Limited Liability Company Act) applicable to the Borrower or the Guarantor, subject in each case to the qualifications and limitations set forth in Section V of this Opinion.

Opinion 8: No Conflicts — Existing Agreements

To our knowledge (as defined in Section VII below), the execution, delivery, and performance by the Borrower and the Guarantor of the Loan Documents to which each is a party do not and will not result in a breach of, or constitute a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, any material agreement, contract, indenture, instrument, or other obligation to which the Borrower or the Guarantor is a party or by which either is bound. This opinion is given solely on the basis of our review of the specific agreements identified to us by the officers of the Borrower and the Guarantor as material to their respective businesses and the transactions contemplated by the Loan Documents, including the following:

(i) The Engineering, Procurement, and Construction Agreement by and between the Borrower and Titan-McAllister Construction Group, LLC, with a guaranteed maximum price of $412,000,000;

(ii) The Large Load Service Agreement by and between the Borrower and Vantage Power Cooperative, for a maximum demand of 120 MVA over a ten (10)-year term (Vantage Power Cooperative Service Application No. LSA-2025-0091); and

(iii) The Equity Contribution Agreement by and among the Borrower, the Guarantor, and Ridgeline Capital Partners Fund IV, LP, providing for aggregate equity contributions of $210,000,000.

Opinion 9: Governmental Consents and Approvals

No consent, approval, authorization, license, permit, or order of, or filing, registration, or qualification with, any governmental authority of the Commonwealth of Virginia or the United States of America is required for the valid execution, delivery, or performance by the Borrower or the Guarantor of the Loan Documents, except for:

(a) The recording of the Deed of Trust with the Clerk of the Circuit Court of Loudoun County, Virginia, and the payment of all applicable recording taxes, fees, and charges in connection therewith;

(b) The filing of UCC financing statements with the Virginia SCC and/or the Delaware Secretary of State, as applicable, in order to perfect the security interests granted under the Pledge Agreement and the Collateral Assignment; and

(c) Such consents, approvals, authorizations, or filings as have been obtained or made prior to the date hereof and are in full force and effect.

Opinion 10: Deed of Trust Lien

The Deed of Trust is in proper form for recording in the land records of Loudoun County, Virginia, maintained by the Clerk of the Circuit Court of Loudoun County. Upon the due recording of the Deed of Trust in such land records, the Deed of Trust will create a valid lien on the real property described therein, consisting of the Stonebridge Parcel (Loudoun County Tax Map Reference /95-4A-1///) and the Meridian Parcel (Loudoun County Tax Map Reference /95-4A-2///), together with all improvements, easements, and appurtenances thereto, in favor of the Administrative Agent, for the benefit of the Lenders, securing the obligations of the Borrower under the Credit Agreement and the other Loan Documents. We express no opinion as to the priority of such lien and refer the Administrative Agent and the Lenders to the lender's title insurance policy to be issued by Sovereign Title Insurance Company, through its title agent Fidelitas Title & Escrow, Inc., in a policy amount of $390,000,000, for all matters relating to the priority of the Deed of Trust lien, the status of title to the encumbered property, and exceptions to coverage.

Opinion 11: Usury

The interest rate and other charges provided for in the Credit Agreement and the Note, including without limitation (i) interest at a rate per annum equal to Term SOFR plus 285 basis points, subject to a SOFR floor of 0.50% per annum, (ii) an unused commitment fee of 0.50% per annum on undrawn commitments, and (iii) an arrangement fee of 1.00% of the total commitment amount (equal to $3,900,000), do not, taken together or separately, violate any applicable usury or interest rate limitation laws of the Commonwealth of Virginia, including without limitation the provisions of Va. Code § 6.2-303 and related statutes.

VII. Knowledge Qualification

As used in this Opinion, the phrases "to our knowledge," "known to us," and words of similar import refer solely to the actual, present, conscious knowledge, without independent investigation beyond the scope described herein, of the following attorneys of Calderwood & Harkness LLP who have had primary day-to-day responsibility for the representation of the Borrower and the Guarantor in connection with the transactions contemplated by the Loan Documents:

• Douglas Fairchild, Partner (Responsible Partner)

• Angela Fontaine, Partner (Billing Partner)

• Cynthia Ho, Associate (Lead Associate)

• Grace Nakamura, Associate (Working Associate)

We have not undertaken any independent investigation or inquiry for the purpose of rendering this Opinion, and no inference as to our knowledge of any facts or circumstances should be drawn from the fact of our representation of the Borrower or the Guarantor. The use of the phrase "to our knowledge" or any similar phrase does not imply that we have undertaken any duty of inquiry beyond the scope of this representation, nor does it imply that any other attorney at Calderwood & Harkness LLP has knowledge of any matter addressed herein.

VIII. Reliance and Limitation on Use

This Opinion is rendered solely for the benefit of (a) Summit National Bank, N.A., in its capacity as Administrative Agent, (b) Cascade Commercial Lending Corp., in its capacity as a Lender, and (c) Harborview Trust Company, in its capacity as a Lender, in each case solely in connection with the Loan Documents and the transactions contemplated thereby. This Opinion may also be relied upon by Redmond & Calloway LLP, 8300 Greensboro Drive, Suite 1100, McLean, Virginia 22102, Attention: Victor Redmond, in its capacity as counsel to the Administrative Agent and the Lenders.

This Opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent. This Opinion may not be quoted in whole or in part, summarized, paraphrased, or excerpted in any document, or filed with any governmental agency or authority, or otherwise used for any purpose other than in connection with the Loan and the Loan Documents, without our prior written consent.

Notwithstanding the foregoing, this Opinion may be relied upon by any permitted assignee or participant of any Lender's interest in the Loan under and in accordance with the provisions of the Credit Agreement, provided that any such assignee or participant shall be deemed to have accepted and agreed to the same assumptions, qualifications, limitations, and conditions set forth herein, and such reliance shall be subject to all of the terms of this Opinion as if such assignee or participant were an original addressee hereof.

IX. Opinion as of Date; No Undertaking to Update

This Opinion is given as of the date hereof, October 15, 2025, and is based solely upon laws, rules, regulations, and facts in existence and known to us as of such date. We express no opinion as to any facts, circumstances, laws, rules, or regulations that may arise, change, or come into effect after the date hereof, whether or not retroactive in operation. We undertake no obligation, and hereby expressly disclaim any obligation, to supplement, revise, or update this Opinion to reflect any change in fact, law, or circumstance occurring or becoming known to us after the date hereof, regardless of the nature or significance of any such change.

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Signature Page to Legal Opinion Letter $390,000,000 Senior Secured Construction Loan Facility Stonebridge Data Center Campus, Loudoun County, Virginia

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Douglas Fairchild

Title: Partner, Real Estate

425 Lexington Avenue New York, New York 10017

1900 K Street NW, Suite 800 Washington, DC 20006

cc:

Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147

Attention: Marcus Thorne, Chief Executive Officer

Attention: Priya Dasgupta, Chief Financial Officer

Stonebridge Campus Holdings LLC c/o Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147

Redmond & Calloway LLP 8300 Greensboro Drive, Suite 1100 McLean, Virginia 22102

Attention: Victor Redmond (Lender's Counsel)

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017
1900 K Street NW, Suite 800 Washington, DC 20006
Telephone: (212) 455-2000 Facsimile: (212) 455-2502
October 15, 2025
Summit National Bank, N.A. as Administrative Agent 1275 Avenue of Commerce, 12th Floor McLean, Virginia 22102
Attention: Karen Ellsworth, Managing Director, Real Estate Finance
Cascade Commercial Lending Corp. as a Lender 500 Market Street, Suite 3200 Philadelphia, Pennsylvania 19103
Attention: David Rennick, Relationship Manager
Harborview Trust Company as a Lender 200 Constitution Plaza, Suite 1400 Hartford, Connecticut 06103
Attention: Susan Applegategate, Lending Officer
Re: $390,000,000 Senior Secured Construction Loan Facility — Stonebridge Data Center Campus, Loudoun County, Virginia; Summit Loan Commitment Reference: CL-2025-VA-04418
Ladies and Gentlemen:
I. Introduction and Role of Counsel
We have acted as counsel to Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Borrower"), and Ironhaven Data Centers LLC, a Delaware limited liability company (the "Guarantor" or "IHDC"), in connection with the $390,000,000 senior secured construction loan facility (the "Loan") extended pursuant to the Construction Loan Agreement dated as of October 15, 2025 (the "Credit Agreement"), by and among the Borrower, as borrower, Summit National Bank, N.A., as administrative agent (the "Administrative Agent"), Cascade Commercial Lending Corp., as a lender, and Harborview Trust Company, as a lender (the Administrative Agent, Cascade Commercial Lending Corp., and Harborview Trust Company are referred to collectively herein as the "Lenders"). This matter is being handled under Calderwood & Harkness LLP Matter No. 1043-00002.
This opinion letter (this "Opinion") is being delivered to you pursuant to Section 4.01(k) of the Credit Agreement as a condition precedent to the initial advance under the Loan. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
II. Defined Terms and Identification of Loan Documents
We have reviewed, and the opinions set forth herein are based upon our review of, executed originals or copies, certified or otherwise identified to our satisfaction, of each of the following documents (collectively, the "Loan Documents"):
1.  Construction Loan Agreement dated as of October 15, 2025, by and among the Borrower, the Administrative Agent, and the Lenders, providing for a senior secured construction loan facility in the aggregate principal amount of $390,000,000 (the "Credit Agreement");
2.  Promissory Note dated October 15, 2025, executed by the Borrower in favor of the Administrative Agent, for the account of the Lenders, in the original principal amount of $390,000,000 (the "Note");
3.  Deed of Trust, Assignment of Leases and Rents, and Security Agreement dated as of October 15, 2025, from the Borrower, as grantor, to a trustee for the benefit of the Administrative Agent, as beneficiary, encumbering certain real property located in Loudoun County, Virginia, and more particularly described as (a) the Stonebridge Parcel (Loudoun County Tax Map Reference /95-4A-1///) and (b) the Meridian Parcel (Loudoun County Tax Map Reference /95-4A-2///), together with all improvements, fixtures, and appurtenances thereto (the "Deed of Trust");
4.  Environmental Indemnity Agreement dated as of October 15, 2025, from the Borrower and the Guarantor, jointly and severally, in favor of the Administrative Agent and the Lenders (the "Environmental Indemnity");
5.  Completion Guaranty dated as of October 15, 2025, from the Guarantor in favor of the Administrative Agent, for the ratable benefit of the Lenders (the "Completion Guaranty");
6.  Carry Guaranty (Payment Guaranty) dated as of October 15, 2025, from the Guarantor in favor of the Administrative Agent, for the ratable benefit of the Lenders (the "Carry Guaranty");
7.  Pledge Agreement dated as of October 15, 2025, from the Guarantor in favor of the Administrative Agent, pursuant to which the Guarantor has pledged one hundred percent (100%) of the membership interests in the Borrower to the Administrative Agent as security for the obligations under the Credit Agreement and the other Loan Documents (the "Pledge Agreement");
8.  Assignment of Contracts, Permits, and Approvals dated as of October 15, 2025, from the Borrower to the Administrative Agent, assigning as collateral, among other things, the Borrower's rights under (a) the Engineering, Procurement, and Construction Agreement with Titan-McAllister Construction Group, LLC, (b) the Large Load Service Agreement with Vantage Power Cooperative, (c) all architect agreements, (d) all building permits, and (e) all governmental approvals relating to the Stonebridge Data Center Campus (the "Collateral Assignment"); and
9.  Borrower's Closing Certificate dated October 15, 2025, executed by an authorized officer of the Borrower (the "Closing Certificate").
The documents described in items 1 through 9 above are referred to collectively herein as the "Loan Documents."
III. Scope of Review; Documents and Records Examined
In connection with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following:
(a) Each of the Loan Documents enumerated in Section II above;
(b) The Articles of Organization of Stonebridge Campus Holdings LLC, as filed with the Virginia State Corporation Commission (the "Virginia SCC"), together with all amendments thereto;
(c) The Operating Agreement of Stonebridge Campus Holdings LLC, dated as of the date thereof, as amended and restated from time to time, reflecting Ironhaven Data Centers LLC as the sole member of the Borrower, including all single-purpose entity provisions and separateness covenants contained therein;
(d) The Certificate of Formation of Ironhaven Data Centers LLC, as filed with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), together with all amendments thereto;
(e) The Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, dated as of the date thereof, as amended from time to time (the "IHDC LLC Agreement");
(f) The Certificate of Registration (Certificate of Authority) of Ironhaven Data Centers LLC to transact business in the Commonwealth of Virginia, as issued by the Virginia SCC (Virginia SCC Entity ID: S7491283);
(g) The Secretary's Certificate (Authorized Officer's Certificate) of Ironhaven Data Centers LLC, dated October 15, 2025, certifying (i) the incumbency of Marcus Thorne, Chief Executive Officer, and Priya Dasgupta, Chief Financial Officer, as authorized signatories of IHDC and, in their capacities as authorized persons of the Borrower, of the Borrower, (ii) the authenticity and completeness of the attached organizational documents, and (iii) the adoption and continuing effectiveness of the member consent resolutions described in clause (h) below;
(h) The member consent resolutions of Ironhaven Data Centers LLC, adopted by written consent of the members of IHDC, authorizing (i) the entry into the Credit Agreement and each of the other Loan Documents, (ii) the entry into the Engineering, Procurement, and Construction Agreement with Titan-McAllister Construction Group, LLC, (iii) the entry into the Large Load Service Agreement with Vantage Power Cooperative, and (iv) the execution, delivery, and performance of all related transactions in connection with the development of the Stonebridge Data Center Campus (with an aggregate project budget of $600,000,000);
(i) A Certificate of Good Standing for Stonebridge Campus Holdings LLC issued by the Virginia SCC, dated October 8, 2025;
(j) A Certificate of Good Standing for Ironhaven Data Centers LLC issued by the Delaware Secretary of State, dated October 7, 2025;
(k) A Certificate of Authority (Certificate of Good Standing of a Foreign Limited Liability Company) for Ironhaven Data Centers LLC issued by the Virginia SCC, dated October 8, 2025;
(l) The title commitment for the Stonebridge Parcel, with an effective date of April 3, 2025, issued by Fidelitas Title & Escrow, Inc., as title agent, underwritten by Sovereign Title Insurance Company;
(m) The title commitment for the Meridian Parcel, with an effective date of April 10, 2025, issued by Fidelitas Title & Escrow, Inc., as title agent, underwritten by Sovereign Title Insurance Company; and
(n) Such other certificates, documents, records, instruments, and other materials as we have deemed necessary or appropriate for purposes of the opinions expressed herein.
IV. Assumptions
In rendering the opinions set forth herein, we have assumed, without independent investigation or verification:
(a) The genuineness of all signatures on all documents submitted to us, other than the signatures of the Borrower and the Guarantor and their respective authorized signatories;
(b) The authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as copies (whether facsimile, electronic, photostatic, certified, or otherwise), and the authenticity of the originals of such copies;
(c) That each natural person who has signed any document examined by us had, at the time of signing, the legal capacity to do so;
(d) That the Administrative Agent and each Lender is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization, and has the corporate or other organizational power and authority to execute, deliver, and perform its respective obligations under the Loan Documents to which it is a party;
(e) That the Loan Documents constitute the valid and binding obligations of the Administrative Agent and each Lender, enforceable against each such party in accordance with their respective terms;
(f) The accuracy, completeness, and authenticity of all certificates and documents obtained from public officials and all certificates and representations made by officers, managers, and authorized persons of the Borrower and the Guarantor;
(g) That no fraud, duress, mistake, undue influence, or other irregularity existed in connection with the negotiation, execution, delivery, or performance of the Loan Documents or the transactions contemplated thereby;
(h) That the Credit Agreement accurately reflects the mutual understanding and agreement of the parties thereto with respect to the terms and conditions of the Loan;
(i) That the Deed of Trust will be properly presented for recording and will be duly recorded and indexed in the land records maintained by the Clerk of the Circuit Court of Loudoun County, Virginia, in accordance with all applicable requirements;
(j) That UCC financing statements with respect to the security interests granted under the Pledge Agreement will be properly filed with the Virginia SCC and/or the Delaware Secretary of State, as applicable, and that such filings will be duly accepted, indexed, and maintained by the relevant filing offices in the ordinary course; and
(k) That the Borrower and the Guarantor will comply with all terms and conditions of the Loan Documents that are to be performed or observed by them after the date hereof.
V. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications and limitations:
A. Jurisdictional Limitations. The opinions set forth herein are limited to, and we express no opinion with respect to the laws of any jurisdiction other than:
(i) the laws of the Commonwealth of Virginia;
(ii) the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (solely with respect to the due formation, valid existence, and authority of IHDC as a Delaware limited liability company); and
(iii) applicable federal law of the United States.
We express no opinion as to the laws of any other jurisdiction, and we note that the Loan Documents contain provisions that may implicate the laws of jurisdictions beyond those covered by this Opinion, as to which we express no opinion whatsoever.
B. Express Exclusions. Without limiting the generality of the foregoing, we express no opinion with respect to:
(i) Federal, state, or local tax law, including without limitation the Virginia data center sales tax exemption under Va. Code § 58.1-609.3(18), Loudoun County personal property tax on data center equipment, or any other tax incentive, exemption, or obligation applicable to the Borrower, the Guarantor, or the Stonebridge Data Center Campus;
(ii) The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any other federal or state law relating to employee benefit plans;
(iii) Environmental laws, rules, and regulations (including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and the Virginia Waste Management Act), other than our opinion regarding the enforceability of the Environmental Indemnity as a contractual obligation of the Borrower and the Guarantor;
(iv) Federal or state securities laws, including without limitation the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the Virginia Securities Act;
(v) Land use, zoning, building code, and entitlement laws, including without limitation the status, validity, or enforceability of any special exception, rezoning, or zoning modification application, including ZMOD Application Docket No. ZMOD-2025-0038 currently pending before the Loudoun County Board of Supervisors, and any conditions of approval or proffers related thereto;
(vi) Laws of jurisdictions other than Virginia, Delaware (limited as stated above), and applicable federal law of the United States; and
(vii) Any law, rule, regulation, or governmental action that may be enacted, promulgated, or taken after the date hereof.
C. Insolvency Exception. The opinions set forth herein are subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally, now or hereafter in effect (collectively, the "Insolvency Exception").
D. Equity Exception. The opinions set forth herein are subject to the effect of general principles of equity (whether considered in a proceeding at law or in equity), including without limitation (i) concepts of materiality, reasonableness, good faith, and fair dealing, (ii) the possible unavailability of specific performance, injunctive relief, or other equitable remedies, and (iii) limitations on the availability of any particular remedy due to the exercise of judicial discretion in accordance with general equitable principles (collectively, the "Equity Exception").
E. Indemnification and Contribution. We express no opinion as to the enforceability of any provision in the Loan Documents relating to indemnification, contribution, or exculpation to the extent that such provisions may be rendered unenforceable or limited by applicable law or public policy, including without limitation provisions that purport to indemnify any person against liability arising from such person's own negligence or willful misconduct.
F. Severability. Certain provisions of the Loan Documents may be unenforceable in whole or in part under applicable law; however, the inclusion of such provisions does not, in our opinion, render the remaining provisions of such Loan Documents invalid or unenforceable, and the unenforceability of any such provisions does not, in our opinion, affect the practical realization of the principal benefits intended to be conferred by the Loan Documents, taken as a whole.
G. Choice of Law. We express no opinion as to the enforceability of any choice-of-law or choice-of-forum provision contained in the Loan Documents to the extent that such provisions purport to select or designate the laws of a jurisdiction other than the jurisdictions expressly covered by this Opinion or to the extent that the validity, construction, or enforcement of any Loan Document may be determined by a court to be governed by the laws of a jurisdiction other than those addressed herein.
H. Security Interests. Except as expressly set forth in Opinion 10 below with respect to the lien of the Deed of Trust, we express no opinion as to the creation, attachment, perfection, or priority of any security interest or lien granted by or arising under any of the Loan Documents, including without limitation the security interests in the pledged membership interests under the Pledge Agreement or the collateral assignments under the Collateral Assignment.
VI. Opinions
Based upon and subject to the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that:
Opinion 1: Due Organization and Good Standing — Borrower
Stonebridge Campus Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. The Borrower has all requisite limited liability company power and authority to own, lease, and operate its properties, including the approximately 62.0-acre parcel identified as the Stonebridge Parcel (Loudoun County Tax Map Reference /95-4A-1///) and the approximately 19.4-acre parcel identified as the Meridian Parcel (Loudoun County Tax Map Reference /95-4A-2///), each located in Loudoun County, Virginia, and to carry on its business as presently conducted and as contemplated by the Loan Documents. The Borrower is a single-purpose entity formed for the purpose of owning, developing, and operating the Stonebridge Data Center Campus, as required by the Credit Agreement and consistent with the single-purpose entity provisions and separateness covenants set forth in the Borrower's Operating Agreement.
Opinion 2: Due Organization, Good Standing, and Qualification — Guarantor
Ironhaven Data Centers LLC is a limited liability company duly formed and validly existing under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (EIN: 84-3291057). IHDC is duly qualified and in good standing as a foreign limited liability company authorized to transact business in the Commonwealth of Virginia, as evidenced by its Certificate of Registration issued by the Virginia SCC (Virginia SCC Entity ID: S7491283). IHDC has all requisite limited liability company power and authority to (a) own, lease, and operate its properties and to carry on its business as presently conducted, (b) own one hundred percent (100%) of the membership interests in the Borrower, and (c) execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, including, without limitation, the Completion Guaranty, the Carry Guaranty, the Pledge Agreement, and the Environmental Indemnity.
Opinion 3: Authorization
The execution, delivery, and performance of the Loan Documents by the Borrower and the Guarantor, respectively, have been duly authorized by all necessary limited liability company action on the part of each such entity. With respect to the Borrower, such authorization has been given by Ironhaven Data Centers LLC, as the sole member of the Borrower, pursuant to the terms and provisions of the Operating Agreement of Stonebridge Campus Holdings LLC. With respect to the Guarantor, such authorization has been given by the members of IHDC pursuant to written member consent resolutions duly adopted in accordance with the IHDC LLC Agreement, approving the entry by IHDC into the Stonebridge Data Center Campus development and financing transactions, with an aggregate project budget of $600,000,000, a construction loan amount of $390,000,000, and an equity contribution commitment of $210,000,000. No further limited liability company action, consent, or approval is required on the part of the Borrower or the Guarantor or any of their respective members, managers, or other equity holders in order to authorize the execution, delivery, and performance of the Loan Documents.
Opinion 4: Execution and Delivery
Each of the Loan Documents to which the Borrower is a party has been duly executed and delivered by the Borrower, acting through its duly authorized signatories. Each of the Loan Documents to which the Guarantor is a party has been duly executed and delivered by the Guarantor, acting through its duly authorized signatories, including Marcus Thorne, Chief Executive Officer, and/or Priya Dasgupta, Chief Financial Officer, each of whom has been duly authorized to execute and deliver such documents on behalf of IHDC.
Opinion 5: Enforceability
Each of the Loan Documents constitutes the legal, valid, and binding obligation of the Borrower and/or the Guarantor, as applicable, enforceable against each such entity in accordance with its respective terms, subject in each case to the Insolvency Exception and the Equity Exception, each as described in Section V of this Opinion. Without limiting the generality of the foregoing, this opinion specifically covers the enforceability of:
(a) The Credit Agreement, including all covenants, representations, warranties, and agreements contained therein, including without limitation (i) the loan-to-cost ratio covenant requiring maintenance of a loan-to-cost ratio not to exceed sixty-five percent (65%), (ii) the debt service coverage ratio covenant requiring a minimum debt service coverage ratio of 1.25x upon stabilization, (iii) the minimum equity contribution requirement obligating the Borrower and/or the Guarantor to contribute not less than $52,500,000 in equity prior to the first draw under the Loan, and (iv) the mandatory prepayment provisions triggered upon any "Change of Control," defined to include any event in which Ridgeline Capital Partners Fund IV, LP ceases to hold, directly or indirectly, at least fifty-one percent (51%) of the equity interests in the Borrower or the Guarantor;
(b) The Note, in the principal amount of $390,000,000, bearing interest at a rate per annum equal to the Term Secured Overnight Financing Rate (Term SOFR) plus 285 basis points, with a SOFR floor of 0.50% per annum;
(c) The Deed of Trust;
(d) The Environmental Indemnity;
(e) The Completion Guaranty;
(f) The Carry Guaranty;
(g) The Pledge Agreement; and
(h) The Collateral Assignment.
Opinion 6: No Conflicts — Organizational Documents
The execution, delivery, and performance by the Borrower and the Guarantor of the Loan Documents to which each is a party do not and will not (a) violate or conflict with the Articles of Organization or the Operating Agreement of the Borrower, including any single-purpose entity provisions or separateness covenants contained therein, or (b) violate or conflict with the Certificate of Formation or the Amended and Restated Limited Liability Company Agreement of the Guarantor.
Opinion 7: No Conflicts — Laws and Regulations
The execution, delivery, and performance by the Borrower and the Guarantor of the Loan Documents to which each is a party do not and will not violate any existing applicable law, statute, rule, or regulation of the Commonwealth of Virginia or the State of Delaware (limited to the Delaware Limited Liability Company Act) applicable to the Borrower or the Guarantor, subject in each case to the qualifications and limitations set forth in Section V of this Opinion.
Opinion 8: No Conflicts — Existing Agreements
To our knowledge (as defined in Section VII below), the execution, delivery, and performance by the Borrower and the Guarantor of the Loan Documents to which each is a party do not and will not result in a breach of, or constitute a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, any material agreement, contract, indenture, instrument, or other obligation to which the Borrower or the Guarantor is a party or by which either is bound. This opinion is given solely on the basis of our review of the specific agreements identified to us by the officers of the Borrower and the Guarantor as material to their respective businesses and the transactions contemplated by the Loan Documents, including the following:
(i) The Engineering, Procurement, and Construction Agreement by and between the Borrower and Titan-McAllister Construction Group, LLC, with a guaranteed maximum price of $412,000,000;
(ii) The Large Load Service Agreement by and between the Borrower and Vantage Power Cooperative, for a maximum demand of 120 MVA over a ten (10)-year term (Vantage Power Cooperative Service Application No. LSA-2025-0091); and
(iii) The Equity Contribution Agreement by and among the Borrower, the Guarantor, and Ridgeline Capital Partners Fund IV, LP, providing for aggregate equity contributions of $210,000,000.
Opinion 9: Governmental Consents and Approvals
No consent, approval, authorization, license, permit, or order of, or filing, registration, or qualification with, any governmental authority of the Commonwealth of Virginia or the United States of America is required for the valid execution, delivery, or performance by the Borrower or the Guarantor of the Loan Documents, except for:
(a) The recording of the Deed of Trust with the Clerk of the Circuit Court of Loudoun County, Virginia, and the payment of all applicable recording taxes, fees, and charges in connection therewith;
(b) The filing of UCC financing statements with the Virginia SCC and/or the Delaware Secretary of State, as applicable, in order to perfect the security interests granted under the Pledge Agreement and the Collateral Assignment; and
(c) Such consents, approvals, authorizations, or filings as have been obtained or made prior to the date hereof and are in full force and effect.
Opinion 10: Deed of Trust Lien
The Deed of Trust is in proper form for recording in the land records of Loudoun County, Virginia, maintained by the Clerk of the Circuit Court of Loudoun County. Upon the due recording of the Deed of Trust in such land records, the Deed of Trust will create a valid lien on the real property described therein, consisting of the Stonebridge Parcel (Loudoun County Tax Map Reference /95-4A-1///) and the Meridian Parcel (Loudoun County Tax Map Reference /95-4A-2///), together with all improvements, easements, and appurtenances thereto, in favor of the Administrative Agent, for the benefit of the Lenders, securing the obligations of the Borrower under the Credit Agreement and the other Loan Documents. We express no opinion as to the priority of such lien and refer the Administrative Agent and the Lenders to the lender's title insurance policy to be issued by Sovereign Title Insurance Company, through its title agent Fidelitas Title & Escrow, Inc., in a policy amount of $390,000,000, for all matters relating to the priority of the Deed of Trust lien, the status of title to the encumbered property, and exceptions to coverage.
Opinion 11: Usury
The interest rate and other charges provided for in the Credit Agreement and the Note, including without limitation (i) interest at a rate per annum equal to Term SOFR plus 285 basis points, subject to a SOFR floor of 0.50% per annum, (ii) an unused commitment fee of 0.50% per annum on undrawn commitments, and (iii) an arrangement fee of 1.00% of the total commitment amount (equal to $3,900,000), do not, taken together or separately, violate any applicable usury or interest rate limitation laws of the Commonwealth of Virginia, including without limitation the provisions of Va. Code § 6.2-303 and related statutes.
VII. Knowledge Qualification
As used in this Opinion, the phrases "to our knowledge," "known to us," and words of similar import refer solely to the actual, present, conscious knowledge, without independent investigation beyond the scope described herein, of the following attorneys of Calderwood & Harkness LLP who have had primary day-to-day responsibility for the representation of the Borrower and the Guarantor in connection with the transactions contemplated by the Loan Documents:
•  Douglas Fairchild, Partner (Responsible Partner)
•  Angela Fontaine, Partner (Billing Partner)
•  Cynthia Ho, Associate (Lead Associate)
•  Grace Nakamura, Associate (Working Associate)
We have not undertaken any independent investigation or inquiry for the purpose of rendering this Opinion, and no inference as to our knowledge of any facts or circumstances should be drawn from the fact of our representation of the Borrower or the Guarantor. The use of the phrase "to our knowledge" or any similar phrase does not imply that we have undertaken any duty of inquiry beyond the scope of this representation, nor does it imply that any other attorney at Calderwood & Harkness LLP has knowledge of any matter addressed herein.
VIII. Reliance and Limitation on Use
This Opinion is rendered solely for the benefit of (a) Summit National Bank, N.A., in its capacity as Administrative Agent, (b) Cascade Commercial Lending Corp., in its capacity as a Lender, and (c) Harborview Trust Company, in its capacity as a Lender, in each case solely in connection with the Loan Documents and the transactions contemplated thereby. This Opinion may also be relied upon by Redmond & Calloway LLP, 8300 Greensboro Drive, Suite 1100, McLean, Virginia 22102, Attention: Victor Redmond, in its capacity as counsel to the Administrative Agent and the Lenders.
This Opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent. This Opinion may not be quoted in whole or in part, summarized, paraphrased, or excerpted in any document, or filed with any governmental agency or authority, or otherwise used for any purpose other than in connection with the Loan and the Loan Documents, without our prior written consent.
Notwithstanding the foregoing, this Opinion may be relied upon by any permitted assignee or participant of any Lender's interest in the Loan under and in accordance with the provisions of the Credit Agreement, provided that any such assignee or participant shall be deemed to have accepted and agreed to the same assumptions, qualifications, limitations, and conditions set forth herein, and such reliance shall be subject to all of the terms of this Opinion as if such assignee or participant were an original addressee hereof.
IX. Opinion as of Date; No Undertaking to Update
This Opinion is given as of the date hereof, October 15, 2025, and is based solely upon laws, rules, regulations, and facts in existence and known to us as of such date. We express no opinion as to any facts, circumstances, laws, rules, or regulations that may arise, change, or come into effect after the date hereof, whether or not retroactive in operation. We undertake no obligation, and hereby expressly disclaim any obligation, to supplement, revise, or update this Opinion to reflect any change in fact, law, or circumstance occurring or becoming known to us after the date hereof, regardless of the nature or significance of any such change.
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Signature Page to Legal Opinion Letter $390,000,000 Senior Secured Construction Loan Facility Stonebridge Data Center Campus, Loudoun County, Virginia
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Fairchild
Title: Partner, Real Estate
425 Lexington Avenue New York, New York 10017
1900 K Street NW, Suite 800 Washington, DC 20006
cc:
Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
Attention: Marcus Thorne, Chief Executive Officer
Attention: Priya Dasgupta, Chief Financial Officer
Stonebridge Campus Holdings LLC c/o Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
Redmond & Calloway LLP 8300 Greensboro Drive, Suite 1100 McLean, Virginia 22102
Attention: Victor Redmond (Lender's Counsel)

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017

CALDERWOOD & HARKNESS LLP

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