1045-00001 · Client 1045 · Opinions

issuer-counsel-legal-opinion.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 52nd Floor New York, New York 10006

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

February 24, 2026

Wainwright Zanthor & Co., LLC 383 Madison Avenue New York, New York 10179

Redstone Capital Markets LLC 200 Park Avenue, Suite 4500 New York, New York 10166

Kensington Hale Securities Inc. One World Financial Center, Suite 2700 New York, New York 10281

c/o Wainwright Zanthor & Co., LLC, as Representative of the Initial Purchasers

Re: Belmont Ridge Bank, National Association — $350,000,000 Aggregate Principal Amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036

Ladies and Gentlemen:

We have acted as counsel to Belmont Ridge Bank, National Association ("BRB" or the "Bank"), a national banking association duly organized and existing under the National Bank Act (12 U.S.C. §§ 21 et seq.), in connection with the issuance and sale by BRB of $350,000,000 aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"). This opinion letter is delivered to you pursuant to Section 7(d) of the Purchase Agreement (as defined below) as a condition to the closing of the transactions contemplated thereby.

We understand that the Notes are being offered and sold to qualified institutional buyers ("QIBs") as defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"), in a private placement transaction exempt from the registration requirements of the Securities Act. The Notes have not been and will not be registered under the Securities Act, and no public offering of the Notes is being made.

I. Transaction Documents

In connection with the transactions described above, we have reviewed the following documents (collectively, the "Transaction Documents," except as otherwise indicated below):

1. Purchase Agreement. The Purchase Agreement dated February 19, 2026 (the "Pricing Date"), among BRB, Wainwright Zanthor & Co., LLC (in its capacity as Representative of the several Initial Purchasers named therein), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, and Kensington Hale Securities Inc. are collectively referred to herein as the "Initial Purchasers," and the Purchase Agreement is referred to herein as the "Purchase Agreement").

2. Indenture. The Indenture dated as of February 24, 2026 (the "Closing Date"), between BRB, as Issuer, and Brindoval Trust Company, National Association, as Trustee (the "Trustee"), acting through its Corporate Trust Office located at 100 Federal Street, Suite 800, Boston, Massachusetts 02110 (the "Indenture").

3. Notes. The 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036, in the aggregate principal amount of $350,000,000, issued under the Indenture and represented by a Rule 144A Global Note (the "Global Note") deposited with The Depository Trust Company ("DTC"), with Cede & Co. as nominee of DTC (CUSIP No. 082651 AB7; ISIN No. US082651AB73) (the "Notes").

4. Registration Rights Agreement. The Registration Rights Agreement dated February 24, 2026, among BRB and the Initial Purchasers (the "Registration Rights Agreement").

5. Offering Memorandum. The Confidential Offering Memorandum dated February 19, 2026 (the "Final Offering Memorandum"), together with the Preliminary Confidential Offering Memorandum dated February 14, 2026 (the "Preliminary Offering Memorandum") and the Pricing Term Sheet dated February 19, 2026 (collectively, the "Offering Memorandum"). The Offering Memorandum is not a Transaction Document but has been reviewed by us in connection with the opinions expressed herein.

As used herein, the term "Transaction Documents" refers collectively to the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the Notes.

II. Documents Reviewed

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

(a) the Purchase Agreement (executed counterparts);

(b) the Indenture (executed counterparts);

(d) the Registration Rights Agreement (executed counterparts);

(e) the Final Offering Memorandum dated February 19, 2026;

(f) the Preliminary Offering Memorandum dated February 14, 2026;

(g) the Pricing Term Sheet dated February 19, 2026;

(h) the Articles of Association (Charter) of BRB, as filed with and approved by the Office of the Comptroller of the Currency (the "OCC"), bearing OCC Charter No. 18742 (as currently in effect);

(i) the Amended and Restated Bylaws of BRB (as currently in effect);

(j) certified copies of the resolutions of the Board of Directors of BRB, adopted at a duly convened meeting held on January 22, 2026 and February 10, 2026, respectively, authorizing the offering, issuance, and sale of the Notes and the execution, delivery, and performance of each of the Transaction Documents (the "BRB Board Resolutions"), as certified by Diane K. Wexler, Corporate Secretary of BRB;

(k) certified copies of the resolutions of the Board of Directors of Belmont Ridge Financial Group, Inc., a Delaware corporation ("BRFG"), the sole shareholder of BRB, adopted at a duly convened meeting held on January 22, 2026, acknowledging and consenting to BRB's issuance of the Notes and the execution, delivery, and performance of each of the Transaction Documents (the "BRFG Board Resolutions"), as certified by the Corporate Secretary of BRFG;

(l) the Officer's Certificate executed by Marcus D. Harrington, Chief Executive Officer, and Priya Narasimhan, Chief Financial Officer, of BRB, dated February 24, 2026, delivered pursuant to Section 7(e) of the Purchase Agreement (the "Officer's Certificate");

(m) the Secretary's Certificate executed by Diane K. Wexler, Corporate Secretary of BRB, dated February 24, 2026, attaching, among other things, the Articles of Association and Amended and Restated Bylaws of BRB, the BRB Board Resolutions, and certificates of incumbency and specimen signatures of each officer of BRB executing the Transaction Documents (the "Secretary's Certificate");

(n) a Certificate of Corporate Existence and Good Standing for BRB issued by the OCC, dated February 20, 2026;

(o) a Certificate of Good Standing for BRFG issued by the Secretary of State of the State of Delaware, dated February 18, 2026;

(p) the non-objection letter from the OCC dated February 12, 2026 (OCC File No. 2026-SUB-0031), regarding BRB's proposed issuance of subordinated debt securities in accordance with 12 C.F.R. § 5.47 (the "OCC Non-Objection Letter");

(q) a DTC eligibility letter confirming the eligibility of the Global Note for deposit and book-entry transfer through the facilities of DTC (DTC Participant No. 0447 for Brindoval Trust Company, National Association); and

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

In addition, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions expressed herein.

III. Assumptions

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

(a) The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies.

(b) Each party to the Transaction Documents (other than BRB) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority, and legal capacity to execute, deliver, and perform its respective obligations under each of the Transaction Documents to which it is a party.

(c) Each party to the Transaction Documents (other than BRB) has duly authorized the execution, delivery, and performance of each of the Transaction Documents to which it is a party by all necessary corporate, limited liability company, partnership, or other organizational action, as applicable, and each of the Transaction Documents to which it is a party has been duly executed and delivered by such party.

(d) Each of the Transaction Documents constitutes a legal, valid, and binding obligation of each party thereto (other than BRB), enforceable against each such party in accordance with its terms, subject to the same qualifications and limitations applicable to the enforceability opinions expressed herein with respect to BRB.

(e) The accuracy, completeness, and authenticity of all certificates, statements, representations, and warranties furnished to us by officers of BRB and BRFG, including, without limitation, the Officer's Certificate and the Secretary's Certificate, and the representations and warranties made by BRB in the Transaction Documents.

(f) DTC has accepted the Global Note for deposit and has established accounts in the DTC book-entry system for the benefit of beneficial owners of the Notes, and the procedures of DTC for the issuance, transfer, and book-entry settlement of the Notes will be followed.

(g) All Notes will be offered and sold solely to QIBs in compliance with Rule 144A under the Securities Act, as described in the Offering Memorandum and the Purchase Agreement, and neither BRB nor any Initial Purchaser has engaged or will engage in any "directed selling efforts" (as defined in Regulation S under the Securities Act) or general solicitation (within the meaning of Rule 502(c) under the Securities Act) with respect to the Notes.

(h) Each Initial Purchaser has complied with and will comply with all applicable offering and selling restrictions described in the Purchase Agreement and the Offering Memorandum.

(i) The Notes are being sold in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof, as described in the Offering Memorandum.

(j) There are no agreements, instruments, or understandings among the parties, written or oral, that modify, amend, or supplement the terms of the Transaction Documents or that would otherwise affect the opinions rendered herein.

IV. Opinions

Based upon and subject to the foregoing and the qualifications and limitations set forth herein, and having regard for such legal considerations as we deem relevant, we are of the opinion that:

(i) Due Organization and Good Standing

BRB is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, as evidenced by the Certificate of Corporate Existence and Good Standing issued by the OCC. BRB holds OCC Charter No. 18742 and is chartered and operating under the National Bank Act (12 U.S.C. §§ 21 et seq.). BRB has the corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Offering Memorandum. We note that BRB is a national banking association subject to the supervision and regulation of the OCC and, as an insured depository institution, is also subject to the jurisdiction of the Federal Deposit Insurance Corporation (FDIC Certificate No. 28463) and the Board of Governors of the Federal Reserve System.

(ii) Corporate Power and Authority

BRB has all requisite corporate power and authority under the National Bank Act, its Articles of Association (OCC Charter No. 18742), and its Amended and Restated Bylaws to execute, deliver, and perform its obligations under each of the Transaction Documents, including, without limitation, the power and authority to issue the Notes and to incur subordinated debt obligations in connection therewith. BRB's authority to issue the Notes as subordinated debt securities is derived from 12 U.S.C. § 24 (Seventh) and from the regulations of the OCC governing the issuance of subordinated debt by national banks, including 12 C.F.R. § 5.47.

(iii) Due Authorization, Execution, and Delivery

Each of the Transaction Documents—namely, the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the Notes—has been duly authorized by all necessary corporate action on the part of BRB, including, without limitation, the adoption by the Board of Directors of BRB of the BRB Board Resolutions, as certified to us by Diane K. Wexler, Corporate Secretary of BRB. Each of the Transaction Documents has been duly executed and delivered by BRB by officers duly authorized to do so.

We note that the Board of Directors of BRFG, as the sole shareholder of BRB, has adopted the BRFG Board Resolutions acknowledging and consenting to BRB's issuance of the Notes and the execution, delivery, and performance of each of the Transaction Documents; provided, however, that BRFG is not a party to, and has no obligations under, any of the Transaction Documents, and the Notes are solely the obligations of BRB and not of BRFG.

(iv) Valid Issuance and Enforceability of the Notes

(a) The Notes have been duly authorized and, having been authenticated by Brindoval Trust Company, National Association, as Trustee, in accordance with the terms of the Indenture, and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, are validly issued and outstanding obligations of BRB.

(b) The Indenture constitutes a legal, valid, and binding obligation of BRB, enforceable against BRB in accordance with its terms.

(c) The Notes, having been issued and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, constitute legal, valid, and binding subordinated obligations of BRB, enforceable against BRB in accordance with their terms and the terms of the Indenture.

(d) In accordance with the terms of the Indenture, the Notes rank as subordinated unsecured obligations of BRB. As such, the Notes rank junior in right of payment to all Senior Indebtedness (as defined in the Indenture) and all general and secured creditors of BRB, including without limitation all depositors and holders of senior indebtedness. The Notes rank pari passu in right of payment with BRB's existing 5.250% Subordinated Notes due 2027 ($200,000,000 in aggregate principal amount currently outstanding) and with any other subordinated indebtedness of BRB that by its terms ranks pari passu with the Notes. The Notes rank senior in right of payment to any junior subordinated indebtedness of BRB and to the equity interests of BRB (including common and preferred stock, if any).

(e) The Registration Rights Agreement constitutes a legal, valid, and binding obligation of BRB, enforceable against BRB in accordance with its terms.

(f) The Purchase Agreement constitutes a legal, valid, and binding obligation of BRB, enforceable against BRB in accordance with its terms.

(v) Exemption from Securities Act Registration

Assuming (A) the accuracy of the representations and warranties of BRB contained in the Purchase Agreement, (B) the accuracy of the representations and warranties of the Initial Purchasers contained in the Purchase Agreement, and (C) compliance by BRB and the Initial Purchasers with the offering and selling restrictions and procedures described in the Purchase Agreement and the Offering Memorandum, it is not necessary in connection with the initial offer, sale, and delivery of the Notes by BRB to the Initial Purchasers, or in connection with the initial resale of the Notes by the Initial Purchasers to QIBs in the manner described in the Purchase Agreement and the Offering Memorandum, to register the Notes under the Securities Act.

The initial offer and sale of the Notes by BRB to the Initial Purchasers is exempt from the registration requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) thereof, on the basis that such offer and sale does not involve a "public offering" within the meaning of Section 4(a)(2) of the Securities Act.

The initial resale of the Notes by the Initial Purchasers to QIBs is exempt from such registration requirements pursuant to Rule 144A under the Securities Act, provided that the conditions to the availability of Rule 144A are satisfied with respect to each such resale, including that each purchaser is a QIB within the meaning of Rule 144A(a)(1) under the Securities Act.

We note that the offering is structured solely as a domestic offering to QIBs pursuant to Rule 144A and that no Regulation S tranche has been established. The Notes are being offered and sold in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof.

(vi) Exemption from Trust Indenture Act

It is not necessary to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the offer, sale, and issuance of the Notes. The Indenture is exempt from the qualification requirements of the TIA pursuant to Section 304(a)(4)(A) thereof, which exempts any security issued by a person (including a national banking association) that is a "bank" as defined in Section 2(a)(2) of the TIA. BRB, as a national banking association organized under the National Bank Act and supervised by the OCC, is a "bank" within the meaning of Section 2(a)(2) of the TIA.

(vii) No Conflicts

The execution, delivery, and performance by BRB of each of the Transaction Documents, including the issuance and sale of the Notes, and the consummation by BRB of the transactions contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of BRB's Articles of Association (OCC Charter No. 18742) or Amended and Restated Bylaws;

(b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time, or both, would constitute a default) under, any federal law or the laws of the State of New York, or any rule or regulation promulgated thereunder, applicable to BRB that, in our experience, is normally applicable to transactions of the type contemplated by the Transaction Documents, including, without limitation, applicable provisions of the National Bank Act, the Federal Deposit Insurance Act, and the banking laws, rules, and regulations administered by the OCC and applicable to national banking associations;

(c) result in the creation or imposition of any lien, charge, security interest, or encumbrance upon any of the assets or properties of BRB pursuant to any agreement, indenture, mortgage, deed of trust, loan agreement, or other instrument known to us to which BRB is a party or by which BRB or any of its assets or properties is bound; or

(d) violate any order, judgment, injunction, writ, award, or decree of any court, arbitrator, or governmental or regulatory authority known to us to be binding upon or applicable to BRB or any of its assets or properties.

(viii) No Required Governmental Approvals

No consent, approval, authorization, order, license, permit, registration, filing, or qualification of or with any federal or New York court, governmental agency, or regulatory authority is required for the execution, delivery, and performance by BRB of the Transaction Documents, or for the issuance and sale of the Notes in the manner contemplated by the Transaction Documents and the Offering Memorandum, except for:

(a) the non-objection of the OCC with respect to BRB's issuance of subordinated debt securities under 12 C.F.R. § 5.47, which has been duly obtained by BRB in the form of the OCC Non-Objection Letter dated February 12, 2026 (OCC File No. 2026-SUB-0031);

(b) any post-issuance notice or filing required to be made by BRB with the OCC under 12 C.F.R. § 5.47 following the closing of the issuance of the Notes, including, without limitation, the submission of a copy of the executed Indenture and the final form of the Notes to the OCC;

(c) filings with the OCC and the Board of Governors of the Federal Reserve System that may be required to be made on an ongoing basis in connection with BRB's and BRFG's regulatory reporting obligations, including, without limitation, Consolidated Reports of Condition and Income (Call Reports) filed by BRB with the OCC and the Federal Financial Institutions Examination Council, and the Consolidated Financial Statements for Holding Companies (FR Y-9C) filed by BRFG with the Board of Governors of the Federal Reserve System; and

(d) such consents, approvals, authorizations, registrations, filings, or qualifications as may be required under state securities or "Blue Sky" laws in connection with the offer and sale of the Notes, provided that the Notes, as securities of a class listed or authorized for listing on the National Association of Securities Dealers Automated Quotations or as securities of a class issued by a national banking association, are "covered securities" within the meaning of Section 18(b)(1)(C) of the Securities Act, and, accordingly, the offering and sale thereof are exempt from state securities registration and qualification requirements.

We note that no separate approval of the Board of Governors of the Federal Reserve System is required in connection with BRB's issuance of the Notes. We further note that no separate approval of the FDIC is required, as BRB is a "well-capitalized" insured depository institution (FDIC Certificate No. 28463) and the issuance of subordinated debt by a well-capitalized national bank is subject to the OCC's jurisdiction under 12 C.F.R. § 5.47, and not to separate FDIC approval.

V. Qualifications and Limitations

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

Enforceability Qualifications

The opinions expressed in paragraphs (iv)(b), (iv)(c), (iv)(e), and (iv)(f) above with respect to the enforceability of the Transaction Documents and the Notes are subject to and limited by:

(a) applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, conservatorship, moratorium, and similar laws affecting the enforcement of creditors' rights generally, including, without limitation, the provisions of the Federal Deposit Insurance Act relating to the appointment of the FDIC as receiver or conservator of a national bank, and the rights and powers of the OCC under the National Bank Act;

(b) 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 enforcement is sought in a proceeding at law or in equity; and

(c) the qualification that provisions in the Transaction Documents relating to indemnification, contribution, or exculpation may be limited or rendered unenforceable by applicable federal or state law or public policy, including, without limitation, federal and state securities laws.

Scope of Law Covered

The opinions expressed herein are limited to the laws of the State of New York, the federal laws of the United States of America, and, to the extent relevant to the opinions expressed herein, the National Bank Act (12 U.S.C. §§ 21 et seq.) and the rules, regulations, orders, and interpretive guidance of the OCC (collectively, "Covered Laws"). We express no opinion as to the laws of any other jurisdiction, and we assume no obligation to advise you with respect to any changes in Covered Laws or the application thereof after the date hereof.

No Opinion on Certain Matters

Without limiting the generality of the foregoing, we express no opinion herein with respect to:

(a) the accuracy, completeness, or adequacy of any financial statements, financial data, statistical information, projections, or forward-looking statements contained in, incorporated by reference in, or omitted from the Offering Memorandum or any supplement thereto;

(b) the federal, state, local, or foreign tax treatment of the Notes, the holders thereof, or the transactions contemplated by the Transaction Documents, which matters are addressed in a separate tax opinion of Calderwood & Harkness LLP delivered to BRB on the date hereof;

(c) compliance by BRB or any other person with the anti-fraud provisions of the Securities Act (including Section 17(a) thereof), the Securities Exchange Act of 1934, as amended (including Section 10(b) thereof and Rule 10b-5 promulgated thereunder), or any applicable state securities laws, which matters are addressed in a separate negative assurance letter delivered by Calderwood & Harkness LLP to the Initial Purchasers on the date hereof; and

(d) the regulatory capital treatment of the Notes, including, without limitation, whether the Notes will qualify as "Tier 2 capital" of BRB under the capital adequacy rules and regulations applicable to national banks under 12 C.F.R. Part 3 (the OCC's capital adequacy standards implementing the Basel III framework), or whether the Notes will qualify as Tier 2 capital of BRFG under the capital adequacy rules and regulations of the Board of Governors of the Federal Reserve System under 12 C.F.R. Part 217.

Reliance and Benefit

This opinion letter is furnished solely for the benefit of the addressees hereof (the Initial Purchasers) in connection with the transactions contemplated by the Purchase Agreement and may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent. Notwithstanding the foregoing, we have separately delivered a reliance letter, dated the date hereof, authorizing Pennfield & Associates LLP, as counsel to the Initial Purchasers, to rely on this opinion letter as if it were addressed to them, subject to the same qualifications, limitations, and assumptions set forth herein.

This opinion letter speaks only as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may come to our attention after the date hereof, or any changes in law, regulation, or interpretation that may occur after the date hereof, even though such facts, circumstances, or changes may affect the opinions expressed herein.

Governing Law

We note that each of the Transaction Documents provides that it shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflicts of law principles thereunder, other than Section 5-1401 of the New York General Obligations Law), except that certain provisions of the Indenture relating to the subordination of the Notes and the rights and powers of the OCC and the FDIC with respect to BRB as a national banking association and insured depository institution are subject to, and shall be interpreted in accordance with, applicable federal banking law.

We are members of the Bar of the State of New York and we do not purport to be experts in, or to express any opinion concerning, the laws of any jurisdiction other than those specified herein. This opinion letter is rendered solely in our capacity as counsel to BRB and not in any other capacity.

We consent to the filing of this opinion letter as an exhibit to any registration statement that may hereafter be filed by BRB with respect to the Notes pursuant to the Registration Rights Agreement, provided that, in the event of any such filing, this opinion letter shall be updated or reissued, as we may deem appropriate, to speak as of the date of such filing.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Vivienne St. Claire, Partner Capital Markets Group

Calderwood & Harkness Matter No. 1045-00001

cc: Marcus D. Harrington, Chief Executive Officer, Belmont Ridge Bank, National Association Priya Narasimhan, Chief Financial Officer, Belmont Ridge Bank, National Association Diane K. Wexler, Corporate Secretary, Belmont Ridge Bank, National Association Pennfield & Associates LLP, as counsel to the Initial Purchasers Brindoval Trust Company, National Association, as Trustee

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 52nd Floor New York, New York 10006
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
February 24, 2026
Wainwright Zanthor & Co., LLC 383 Madison Avenue New York, New York 10179
Redstone Capital Markets LLC 200 Park Avenue, Suite 4500 New York, New York 10166
Kensington Hale Securities Inc. One World Financial Center, Suite 2700 New York, New York 10281
c/o Wainwright Zanthor & Co., LLC, as Representative of the Initial Purchasers
Re: Belmont Ridge Bank, National Association — $350,000,000 Aggregate Principal Amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036
Ladies and Gentlemen:
We have acted as counsel to Belmont Ridge Bank, National Association ("BRB" or the "Bank"), a national banking association duly organized and existing under the National Bank Act (12 U.S.C. §§ 21 et seq.), in connection with the issuance and sale by BRB of $350,000,000 aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"). This opinion letter is delivered to you pursuant to Section 7(d) of the Purchase Agreement (as defined below) as a condition to the closing of the transactions contemplated thereby.
We understand that the Notes are being offered and sold to qualified institutional buyers ("QIBs") as defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"), in a private placement transaction exempt from the registration requirements of the Securities Act. The Notes have not been and will not be registered under the Securities Act, and no public offering of the Notes is being made.
I. Transaction Documents
In connection with the transactions described above, we have reviewed the following documents (collectively, the "Transaction Documents," except as otherwise indicated below):
1.  Purchase Agreement. The Purchase Agreement dated February 19, 2026 (the "Pricing Date"), among BRB, Wainwright Zanthor & Co., LLC (in its capacity as Representative of the several Initial Purchasers named therein), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, and Kensington Hale Securities Inc. are collectively referred to herein as the "Initial Purchasers," and the Purchase Agreement is referred to herein as the "Purchase Agreement").
2.  Indenture. The Indenture dated as of February 24, 2026 (the "Closing Date"), between BRB, as Issuer, and Brindoval Trust Company, National Association, as Trustee (the "Trustee"), acting through its Corporate Trust Office located at 100 Federal Street, Suite 800, Boston, Massachusetts 02110 (the "Indenture").
3.  Notes. The 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036, in the aggregate principal amount of $350,000,000, issued under the Indenture and represented by a Rule 144A Global Note (the "Global Note") deposited with The Depository Trust Company ("DTC"), with Cede & Co. as nominee of DTC (CUSIP No. 082651 AB7; ISIN No. US082651AB73) (the "Notes").
4.  Registration Rights Agreement. The Registration Rights Agreement dated February 24, 2026, among BRB and the Initial Purchasers (the "Registration Rights Agreement").
5.  Offering Memorandum. The Confidential Offering Memorandum dated February 19, 2026 (the "Final Offering Memorandum"), together with the Preliminary Confidential Offering Memorandum dated February 14, 2026 (the "Preliminary Offering Memorandum") and the Pricing Term Sheet dated February 19, 2026 (collectively, the "Offering Memorandum"). The Offering Memorandum is not a Transaction Document but has been reviewed by us in connection with the opinions expressed herein.
As used herein, the term "Transaction Documents" refers collectively to the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the Notes.
II. Documents Reviewed
In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following:
(a) the Purchase Agreement (executed counterparts);
(b) the Indenture (executed counterparts);
(c) the form of Rule 144A Global Note, substantially in the form attached as an exhibit to the Indenture;
(d) the Registration Rights Agreement (executed counterparts);
(e) the Final Offering Memorandum dated February 19, 2026;
(f) the Preliminary Offering Memorandum dated February 14, 2026;
(g) the Pricing Term Sheet dated February 19, 2026;
(h) the Articles of Association (Charter) of BRB, as filed with and approved by the Office of the Comptroller of the Currency (the "OCC"), bearing OCC Charter No. 18742 (as currently in effect);
(i) the Amended and Restated Bylaws of BRB (as currently in effect);
(j) certified copies of the resolutions of the Board of Directors of BRB, adopted at a duly convened meeting held on January 22, 2026 and February 10, 2026, respectively, authorizing the offering, issuance, and sale of the Notes and the execution, delivery, and performance of each of the Transaction Documents (the "BRB Board Resolutions"), as certified by Diane K. Wexler, Corporate Secretary of BRB;
(k) certified copies of the resolutions of the Board of Directors of Belmont Ridge Financial Group, Inc., a Delaware corporation ("BRFG"), the sole shareholder of BRB, adopted at a duly convened meeting held on January 22, 2026, acknowledging and consenting to BRB's issuance of the Notes and the execution, delivery, and performance of each of the Transaction Documents (the "BRFG Board Resolutions"), as certified by the Corporate Secretary of BRFG;
(l) the Officer's Certificate executed by Marcus D. Harrington, Chief Executive Officer, and Priya Narasimhan, Chief Financial Officer, of BRB, dated February 24, 2026, delivered pursuant to Section 7(e) of the Purchase Agreement (the "Officer's Certificate");
(m) the Secretary's Certificate executed by Diane K. Wexler, Corporate Secretary of BRB, dated February 24, 2026, attaching, among other things, the Articles of Association and Amended and Restated Bylaws of BRB, the BRB Board Resolutions, and certificates of incumbency and specimen signatures of each officer of BRB executing the Transaction Documents (the "Secretary's Certificate");
(n) a Certificate of Corporate Existence and Good Standing for BRB issued by the OCC, dated February 20, 2026;
(o) a Certificate of Good Standing for BRFG issued by the Secretary of State of the State of Delaware, dated February 18, 2026;
(p) the non-objection letter from the OCC dated February 12, 2026 (OCC File No. 2026-SUB-0031), regarding BRB's proposed issuance of subordinated debt securities in accordance with 12 C.F.R. § 5.47 (the "OCC Non-Objection Letter");
(q) a DTC eligibility letter confirming the eligibility of the Global Note for deposit and book-entry transfer through the facilities of DTC (DTC Participant No. 0447 for Brindoval Trust Company, National Association); and
(r) such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein.
In addition, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions expressed herein.
III. Assumptions
In rendering the opinions set forth herein, we have assumed, without independent investigation or verification, the following:
(a) The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies.
(b) Each party to the Transaction Documents (other than BRB) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority, and legal capacity to execute, deliver, and perform its respective obligations under each of the Transaction Documents to which it is a party.
(c) Each party to the Transaction Documents (other than BRB) has duly authorized the execution, delivery, and performance of each of the Transaction Documents to which it is a party by all necessary corporate, limited liability company, partnership, or other organizational action, as applicable, and each of the Transaction Documents to which it is a party has been duly executed and delivered by such party.
(d) Each of the Transaction Documents constitutes a legal, valid, and binding obligation of each party thereto (other than BRB), enforceable against each such party in accordance with its terms, subject to the same qualifications and limitations applicable to the enforceability opinions expressed herein with respect to BRB.
(e) The accuracy, completeness, and authenticity of all certificates, statements, representations, and warranties furnished to us by officers of BRB and BRFG, including, without limitation, the Officer's Certificate and the Secretary's Certificate, and the representations and warranties made by BRB in the Transaction Documents.
(f) DTC has accepted the Global Note for deposit and has established accounts in the DTC book-entry system for the benefit of beneficial owners of the Notes, and the procedures of DTC for the issuance, transfer, and book-entry settlement of the Notes will be followed.
(g) All Notes will be offered and sold solely to QIBs in compliance with Rule 144A under the Securities Act, as described in the Offering Memorandum and the Purchase Agreement, and neither BRB nor any Initial Purchaser has engaged or will engage in any "directed selling efforts" (as defined in Regulation S under the Securities Act) or general solicitation (within the meaning of Rule 502(c) under the Securities Act) with respect to the Notes.
(h) Each Initial Purchaser has complied with and will comply with all applicable offering and selling restrictions described in the Purchase Agreement and the Offering Memorandum.
(i) The Notes are being sold in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof, as described in the Offering Memorandum.
(j) There are no agreements, instruments, or understandings among the parties, written or oral, that modify, amend, or supplement the terms of the Transaction Documents or that would otherwise affect the opinions rendered herein.
IV. Opinions
Based upon and subject to the foregoing and the qualifications and limitations set forth herein, and having regard for such legal considerations as we deem relevant, we are of the opinion that:
(i) Due Organization and Good Standing
BRB is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, as evidenced by the Certificate of Corporate Existence and Good Standing issued by the OCC. BRB holds OCC Charter No. 18742 and is chartered and operating under the National Bank Act (12 U.S.C. §§ 21 et seq.). BRB has the corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Offering Memorandum. We note that BRB is a national banking association subject to the supervision and regulation of the OCC and, as an insured depository institution, is also subject to the jurisdiction of the Federal Deposit Insurance Corporation (FDIC Certificate No. 28463) and the Board of Governors of the Federal Reserve System.
(ii) Corporate Power and Authority
BRB has all requisite corporate power and authority under the National Bank Act, its Articles of Association (OCC Charter No. 18742), and its Amended and Restated Bylaws to execute, deliver, and perform its obligations under each of the Transaction Documents, including, without limitation, the power and authority to issue the Notes and to incur subordinated debt obligations in connection therewith. BRB's authority to issue the Notes as subordinated debt securities is derived from 12 U.S.C. § 24 (Seventh) and from the regulations of the OCC governing the issuance of subordinated debt by national banks, including 12 C.F.R. § 5.47.
(iii) Due Authorization, Execution, and Delivery
Each of the Transaction Documents—namely, the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the Notes—has been duly authorized by all necessary corporate action on the part of BRB, including, without limitation, the adoption by the Board of Directors of BRB of the BRB Board Resolutions, as certified to us by Diane K. Wexler, Corporate Secretary of BRB. Each of the Transaction Documents has been duly executed and delivered by BRB by officers duly authorized to do so.
We note that the Board of Directors of BRFG, as the sole shareholder of BRB, has adopted the BRFG Board Resolutions acknowledging and consenting to BRB's issuance of the Notes and the execution, delivery, and performance of each of the Transaction Documents; provided, however, that BRFG is not a party to, and has no obligations under, any of the Transaction Documents, and the Notes are solely the obligations of BRB and not of BRFG.
(iv) Valid Issuance and Enforceability of the Notes
(a) The Notes have been duly authorized and, having been authenticated by Brindoval Trust Company, National Association, as Trustee, in accordance with the terms of the Indenture, and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, are validly issued and outstanding obligations of BRB.
(b) The Indenture constitutes a legal, valid, and binding obligation of BRB, enforceable against BRB in accordance with its terms.
(c) The Notes, having been issued and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, constitute legal, valid, and binding subordinated obligations of BRB, enforceable against BRB in accordance with their terms and the terms of the Indenture.
(d) In accordance with the terms of the Indenture, the Notes rank as subordinated unsecured obligations of BRB. As such, the Notes rank junior in right of payment to all Senior Indebtedness (as defined in the Indenture) and all general and secured creditors of BRB, including without limitation all depositors and holders of senior indebtedness. The Notes rank pari passu in right of payment with BRB's existing 5.250% Subordinated Notes due 2027 ($200,000,000 in aggregate principal amount currently outstanding) and with any other subordinated indebtedness of BRB that by its terms ranks pari passu with the Notes. The Notes rank senior in right of payment to any junior subordinated indebtedness of BRB and to the equity interests of BRB (including common and preferred stock, if any).
(e) The Registration Rights Agreement constitutes a legal, valid, and binding obligation of BRB, enforceable against BRB in accordance with its terms.
(f) The Purchase Agreement constitutes a legal, valid, and binding obligation of BRB, enforceable against BRB in accordance with its terms.
(v) Exemption from Securities Act Registration
Assuming (A) the accuracy of the representations and warranties of BRB contained in the Purchase Agreement, (B) the accuracy of the representations and warranties of the Initial Purchasers contained in the Purchase Agreement, and (C) compliance by BRB and the Initial Purchasers with the offering and selling restrictions and procedures described in the Purchase Agreement and the Offering Memorandum, it is not necessary in connection with the initial offer, sale, and delivery of the Notes by BRB to the Initial Purchasers, or in connection with the initial resale of the Notes by the Initial Purchasers to QIBs in the manner described in the Purchase Agreement and the Offering Memorandum, to register the Notes under the Securities Act.
The initial offer and sale of the Notes by BRB to the Initial Purchasers is exempt from the registration requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) thereof, on the basis that such offer and sale does not involve a "public offering" within the meaning of Section 4(a)(2) of the Securities Act.
The initial resale of the Notes by the Initial Purchasers to QIBs is exempt from such registration requirements pursuant to Rule 144A under the Securities Act, provided that the conditions to the availability of Rule 144A are satisfied with respect to each such resale, including that each purchaser is a QIB within the meaning of Rule 144A(a)(1) under the Securities Act.
We note that the offering is structured solely as a domestic offering to QIBs pursuant to Rule 144A and that no Regulation S tranche has been established. The Notes are being offered and sold in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof.
(vi) Exemption from Trust Indenture Act
It is not necessary to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the offer, sale, and issuance of the Notes. The Indenture is exempt from the qualification requirements of the TIA pursuant to Section 304(a)(4)(A) thereof, which exempts any security issued by a person (including a national banking association) that is a "bank" as defined in Section 2(a)(2) of the TIA. BRB, as a national banking association organized under the National Bank Act and supervised by the OCC, is a "bank" within the meaning of Section 2(a)(2) of the TIA.
(vii) No Conflicts
The execution, delivery, and performance by BRB of each of the Transaction Documents, including the issuance and sale of the Notes, and the consummation by BRB of the transactions contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of BRB's Articles of Association (OCC Charter No. 18742) or Amended and Restated Bylaws;
(b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time, or both, would constitute a default) under, any federal law or the laws of the State of New York, or any rule or regulation promulgated thereunder, applicable to BRB that, in our experience, is normally applicable to transactions of the type contemplated by the Transaction Documents, including, without limitation, applicable provisions of the National Bank Act, the Federal Deposit Insurance Act, and the banking laws, rules, and regulations administered by the OCC and applicable to national banking associations;
(c) result in the creation or imposition of any lien, charge, security interest, or encumbrance upon any of the assets or properties of BRB pursuant to any agreement, indenture, mortgage, deed of trust, loan agreement, or other instrument known to us to which BRB is a party or by which BRB or any of its assets or properties is bound; or
(d) violate any order, judgment, injunction, writ, award, or decree of any court, arbitrator, or governmental or regulatory authority known to us to be binding upon or applicable to BRB or any of its assets or properties.
(viii) No Required Governmental Approvals
No consent, approval, authorization, order, license, permit, registration, filing, or qualification of or with any federal or New York court, governmental agency, or regulatory authority is required for the execution, delivery, and performance by BRB of the Transaction Documents, or for the issuance and sale of the Notes in the manner contemplated by the Transaction Documents and the Offering Memorandum, except for:
(a) the non-objection of the OCC with respect to BRB's issuance of subordinated debt securities under 12 C.F.R. § 5.47, which has been duly obtained by BRB in the form of the OCC Non-Objection Letter dated February 12, 2026 (OCC File No. 2026-SUB-0031);
(b) any post-issuance notice or filing required to be made by BRB with the OCC under 12 C.F.R. § 5.47 following the closing of the issuance of the Notes, including, without limitation, the submission of a copy of the executed Indenture and the final form of the Notes to the OCC;
(c) filings with the OCC and the Board of Governors of the Federal Reserve System that may be required to be made on an ongoing basis in connection with BRB's and BRFG's regulatory reporting obligations, including, without limitation, Consolidated Reports of Condition and Income (Call Reports) filed by BRB with the OCC and the Federal Financial Institutions Examination Council, and the Consolidated Financial Statements for Holding Companies (FR Y-9C) filed by BRFG with the Board of Governors of the Federal Reserve System; and
(d) such consents, approvals, authorizations, registrations, filings, or qualifications as may be required under state securities or "Blue Sky" laws in connection with the offer and sale of the Notes, provided that the Notes, as securities of a class listed or authorized for listing on the National Association of Securities Dealers Automated Quotations or as securities of a class issued by a national banking association, are "covered securities" within the meaning of Section 18(b)(1)(C) of the Securities Act, and, accordingly, the offering and sale thereof are exempt from state securities registration and qualification requirements.
We note that no separate approval of the Board of Governors of the Federal Reserve System is required in connection with BRB's issuance of the Notes. We further note that no separate approval of the FDIC is required, as BRB is a "well-capitalized" insured depository institution (FDIC Certificate No. 28463) and the issuance of subordinated debt by a well-capitalized national bank is subject to the OCC's jurisdiction under 12 C.F.R. § 5.47, and not to separate FDIC approval.
V. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications, limitations, and exceptions:
Enforceability Qualifications
The opinions expressed in paragraphs (iv)(b), (iv)(c), (iv)(e), and (iv)(f) above with respect to the enforceability of the Transaction Documents and the Notes are subject to and limited by:
(a) applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, conservatorship, moratorium, and similar laws affecting the enforcement of creditors' rights generally, including, without limitation, the provisions of the Federal Deposit Insurance Act relating to the appointment of the FDIC as receiver or conservator of a national bank, and the rights and powers of the OCC under the National Bank Act;
(b) 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 enforcement is sought in a proceeding at law or in equity; and
(c) the qualification that provisions in the Transaction Documents relating to indemnification, contribution, or exculpation may be limited or rendered unenforceable by applicable federal or state law or public policy, including, without limitation, federal and state securities laws.
Scope of Law Covered
The opinions expressed herein are limited to the laws of the State of New York, the federal laws of the United States of America, and, to the extent relevant to the opinions expressed herein, the National Bank Act (12 U.S.C. §§ 21 et seq.) and the rules, regulations, orders, and interpretive guidance of the OCC (collectively, "Covered Laws"). We express no opinion as to the laws of any other jurisdiction, and we assume no obligation to advise you with respect to any changes in Covered Laws or the application thereof after the date hereof.
No Opinion on Certain Matters
Without limiting the generality of the foregoing, we express no opinion herein with respect to:
(a) the accuracy, completeness, or adequacy of any financial statements, financial data, statistical information, projections, or forward-looking statements contained in, incorporated by reference in, or omitted from the Offering Memorandum or any supplement thereto;
(b) the federal, state, local, or foreign tax treatment of the Notes, the holders thereof, or the transactions contemplated by the Transaction Documents, which matters are addressed in a separate tax opinion of Calderwood & Harkness LLP delivered to BRB on the date hereof;
(c) compliance by BRB or any other person with the anti-fraud provisions of the Securities Act (including Section 17(a) thereof), the Securities Exchange Act of 1934, as amended (including Section 10(b) thereof and Rule 10b-5 promulgated thereunder), or any applicable state securities laws, which matters are addressed in a separate negative assurance letter delivered by Calderwood & Harkness LLP to the Initial Purchasers on the date hereof; and
(d) the regulatory capital treatment of the Notes, including, without limitation, whether the Notes will qualify as "Tier 2 capital" of BRB under the capital adequacy rules and regulations applicable to national banks under 12 C.F.R. Part 3 (the OCC's capital adequacy standards implementing the Basel III framework), or whether the Notes will qualify as Tier 2 capital of BRFG under the capital adequacy rules and regulations of the Board of Governors of the Federal Reserve System under 12 C.F.R. Part 217.
Reliance and Benefit
This opinion letter is furnished solely for the benefit of the addressees hereof (the Initial Purchasers) in connection with the transactions contemplated by the Purchase Agreement and may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent. Notwithstanding the foregoing, we have separately delivered a reliance letter, dated the date hereof, authorizing Pennfield & Associates LLP, as counsel to the Initial Purchasers, to rely on this opinion letter as if it were addressed to them, subject to the same qualifications, limitations, and assumptions set forth herein.
This opinion letter speaks only as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may come to our attention after the date hereof, or any changes in law, regulation, or interpretation that may occur after the date hereof, even though such facts, circumstances, or changes may affect the opinions expressed herein.
Governing Law
We note that each of the Transaction Documents provides that it shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflicts of law principles thereunder, other than Section 5-1401 of the New York General Obligations Law), except that certain provisions of the Indenture relating to the subordination of the Notes and the rights and powers of the OCC and the FDIC with respect to BRB as a national banking association and insured depository institution are subject to, and shall be interpreted in accordance with, applicable federal banking law.
We are members of the Bar of the State of New York and we do not purport to be experts in, or to express any opinion concerning, the laws of any jurisdiction other than those specified herein. This opinion letter is rendered solely in our capacity as counsel to BRB and not in any other capacity.
We consent to the filing of this opinion letter as an exhibit to any registration statement that may hereafter be filed by BRB with respect to the Notes pursuant to the Registration Rights Agreement, provided that, in the event of any such filing, this opinion letter shall be updated or reissued, as we may deem appropriate, to speak as of the date of such filing.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Vivienne St. Claire, Partner Capital Markets Group
Calderwood & Harkness Matter No. 1045-00001
cc: Marcus D. Harrington, Chief Executive Officer, Belmont Ridge Bank, National Association Priya Narasimhan, Chief Financial Officer, Belmont Ridge Bank, National Association Diane K. Wexler, Corporate Secretary, Belmont Ridge Bank, National Association Pennfield & Associates LLP, as counsel to the Initial Purchasers Brindoval Trust Company, National Association, as Trustee

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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