FR EA
1045-00001 · Client 1045 · Opinions
reliance-letter.docx DOCUMENT Capital Markets
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Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP

Attorneys at Law

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

Telephone: (212) 847-6000 Facsimile: (212) 847-6001 www.calderwoodharkness.com

February 24, 2026

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

Attention: Douglas P. Moreno, Head of Debt Capital Markets (Bank Capital)

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

Pennfield & Associates LLP 1585 Broadway, 30th Floor New York, New York 10036

Attention: Thomas R. Kessler

Re: $350,000,000 Aggregate Principal Amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (CUSIP: 082651 AB7; ISIN: US082651AB73) of Belmont Ridge Bank, National Association — Reliance Letter

Ladies and Gentlemen:

We have acted as counsel to Belmont Ridge Bank, National Association ("BRB"), a national banking association organized and existing under the laws of the United States and chartered under the National Bank Act, 12 U.S.C. § 21 et seq. (OCC Charter No. 18742), in connection with the offering 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") in a private placement conducted in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 144A promulgated thereunder, to qualified institutional buyers as defined in Rule 144A. BRB is headquartered at 600 Lexington Avenue, 38th Floor, New York, New York 10022 (RSSD ID 2847391) and is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc., a Delaware corporation; provided, however, that Belmont Ridge Financial Group, Inc. is not an obligor on, guarantor of, or otherwise liable with respect to the Notes.

The Notes bear interest at a fixed rate of 6.750% per annum during the period from and including the date of issuance through but excluding March 1, 2031, payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2026. From and including March 1, 2031, the Notes bear interest at a floating rate equal to Compounded SOFR plus 275 basis points per annum, payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, commencing June 1, 2031. The Notes were issued at an issue price of 99.750% of par and mature on March 1, 2036.

The offering of the Notes was effected pursuant to the following documents (collectively, and together with the Notes, the "Transaction Documents"):

(i) the Purchase Agreement dated as of February 19, 2026 (the "Purchase Agreement") among BRB, Wainwright Zanthor & Co., LLC (acting in its capacity as representative of the initial purchasers named therein (in such capacity, the "Representative")), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, and Kensington Hale Securities Inc. are referred to collectively herein as the "Initial Purchasers");

(ii) the Indenture dated as of February 24, 2026 (the "Indenture") between BRB, as issuer, and Brindoval Trust Company, National Association, as trustee (the "Trustee"), with the Corporate Trust Office of the Trustee located at 100 Federal Street, Suite 800, Boston, Massachusetts 02110;

(iii) the Registration Rights Agreement dated as of February 24, 2026 (the "Registration Rights Agreement") among BRB and the Initial Purchasers; and

(iv) the Confidential Offering Memorandum dated February 19, 2026 (the "Offering Memorandum") prepared in connection with the offering and sale of the Notes to qualified institutional buyers pursuant to Rule 144A.

The closing of the offering of the Notes occurred on the date hereof, February 24, 2026 (the "Closing Date").

I. Identification of the Covered Opinions and Letters

In connection with the closing of the offering of the Notes, we delivered to Wainwright Zanthor & Co., LLC, as Representative of the Initial Purchasers, the following letters and opinions on the date hereof:

A. Corporate/Securities Opinion. We delivered our opinion letter dated February 24, 2026, addressed to the Initial Purchasers (the "Corporate/Securities Opinion"), which was delivered pursuant to Section 6(a)(i) of the Purchase Agreement as a condition precedent to the obligations of the Initial Purchasers to consummate the purchase of the Notes at the closing. The Corporate/Securities Opinion addresses, among other things, the following matters:

(1) the due organization and valid existence of BRB as a national banking association under the National Bank Act, and the good standing of BRB with the Office of the Comptroller of the Currency (the "OCC");

(2) the corporate power and authority of BRB to own its properties and assets, to conduct its business as presently conducted, and to enter into, execute, deliver, and perform its obligations under the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the Notes;

(3) the due authorization by all necessary corporate action on the part of BRB of the execution, delivery, and performance of the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the Notes, including the approval of the Board of Directors of BRB (or a duly authorized committee thereof);

(4) the due execution and delivery by BRB of each of the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the Notes;

(5) the valid issuance and enforceability of the Notes as legal, valid, and binding subordinated obligations of BRB, enforceable against BRB in accordance with their terms, subject to customary bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium, and similar exceptions, and subject further to the exercise of supervisory and resolution powers by the OCC, the Federal Deposit Insurance Corporation (the "FDIC"), and other applicable banking regulatory authorities;

(6) the exemption of the offering and sale of the Notes from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 144A promulgated thereunder;

(7) the exemption of the Indenture from the qualification requirements of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), pursuant to Section 304(a)(4)(A) thereof;

(8) the absence of any conflict between or among (a) the execution, delivery, and performance by BRB of the Transaction Documents and (b) the charter and bylaws of BRB and applicable laws, rules, and regulations of the United States, the State of New York, and the OCC; and

(9) the absence of any required consent, approval, authorization, order, registration, qualification, or filing with any governmental authority that has not already been obtained or made (including, without limitation, the non-objection of the OCC to the issuance of the Notes as Tier 2 capital, OCC File No. 2026-SUB-0031, received on February 12, 2026).

B. Negative Assurance Letter (10b-5 Letter). We delivered our negative assurance letter dated February 24, 2026, addressed to the Initial Purchasers (the "Negative Assurance Letter"), which was delivered pursuant to Section 6(a)(ii) of the Purchase Agreement as a condition precedent to the obligations of the Initial Purchasers to consummate the purchase of the Notes at the closing. In the Negative Assurance Letter, we provided negative assurance with respect to the Offering Memorandum. Specifically, the Negative Assurance Letter states that, based upon and subject to the assumptions, qualifications, limitations, and exceptions set forth therein, and having participated in the preparation of the Offering Memorandum and in conferences with officers and other representatives of BRB, its independent registered public accountants, representatives of the Initial Purchasers, and counsel to the Initial Purchasers, at which conferences the contents of the Offering Memorandum and related matters were discussed, nothing has come to the attention of the lawyers at Calderwood & Harkness LLP who participated in the preparation of the Offering Memorandum that causes them to believe that the Offering Memorandum, as of its date (February 19, 2026) and as of the Closing Date (February 24, 2026), contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Negative Assurance Letter does not cover, and expressly excludes from its scope, the financial statements (including the notes thereto and the schedules related thereto) and other financial, statistical, and accounting data included or incorporated by reference in the Offering Memorandum, as to which we express no view.

The Corporate/Securities Opinion and the Negative Assurance Letter are referred to collectively herein as the "Covered Letters."

II. Grant of Reliance

Calderwood & Harkness LLP hereby confirms that each of the addressees of this reliance letter — namely, (a) Wainwright Zanthor & Co., LLC, (b) Redstone Capital Markets LLC, (c) Kensington Hale Securities Inc., and (d) Pennfield & Associates LLP — may rely on the Covered Letters to the same extent as if the Covered Letters had been addressed and delivered directly to each such addressee on the Closing Date, and subject in all respects to the same terms, conditions, limitations, qualifications, assumptions, and exceptions set forth in the Covered Letters.

The Covered Letters were addressed and delivered to Wainwright Zanthor & Co., LLC in its dual capacity as (i) the Representative of the Initial Purchasers and (ii) an Initial Purchaser in its individual capacity. By means of this reliance letter, we are extending reliance on the Covered Letters to Redstone Capital Markets LLC and Kensington Hale Securities Inc., each in its capacity as an Initial Purchaser, and to Pennfield & Associates LLP, in its capacity as counsel to the Initial Purchasers in connection with the offering. Each of the foregoing addressees is hereby authorized to rely upon the Covered Letters as though each were a direct addressee thereof, in each case solely in connection with the transactions contemplated by the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the Offering Memorandum.

III. Limitations and Conditions on Reliance

The reliance granted in this letter is subject to each of the following limitations and conditions, and each addressee, by accepting and relying on this reliance letter, shall be deemed to have acknowledged and agreed to such limitations and conditions:

A. Incorporation of Qualifications

The reliance granted herein is subject in all respects to the assumptions, qualifications, limitations, and exceptions contained in the Covered Letters, each of which is incorporated herein by reference as if set forth in this letter in full. Without limiting the generality of the foregoing, we note that the Corporate/Securities Opinion is subject to, among other things, customary assumptions regarding the genuineness of signatures, the authenticity of documents submitted to us as originals, the conformity to originals of documents submitted to us as copies, the legal capacity of natural persons, the due authorization, execution, and delivery of documents by parties other than BRB, and the accuracy and completeness of certificates and representations furnished to us by officers of BRB and by governmental authorities. Each addressee is advised to read the Covered Letters in their entirety prior to relying on this letter. By accepting the benefit of this reliance letter, each addressee shall be deemed to have accepted, and to be bound by, each of the assumptions, qualifications, limitations, and exceptions contained in the Covered Letters to the same extent as if such addressee were a direct addressee of the Covered Letters.

B. No Expansion of Scope

This reliance letter does not expand, modify, amend, or supplement in any way the scope, substance, or content of the opinions, confirmations, or negative assurance statements set forth in the Covered Letters. Nothing contained herein shall be construed as constituting a new or additional opinion, negative assurance statement, confirmation, or representation by Calderwood & Harkness LLP on any matter whatsoever. The Covered Letters remain the sole repository of the opinions and negative assurance delivered by Calderwood & Harkness LLP in connection with the transactions contemplated by the Transaction Documents, and this letter serves solely to extend the right of reliance thereon to the addressees named herein.

C. Date Limitation

The Covered Letters speak only as of February 24, 2026 (the Closing Date), and the opinions, negative assurance, and other statements contained therein were rendered and are effective solely as of that date. Calderwood & Harkness LLP assumes no obligation to update, revise, supplement, or otherwise modify the Covered Letters or this reliance letter by reason of (i) any change in applicable law, regulation, or regulatory interpretation occurring after the Closing Date, (ii) any change in facts, circumstances, or conditions affecting BRB, the Notes, or the Transaction Documents that may come to our attention after the Closing Date, or (iii) any other event or development of any nature whatsoever occurring after the Closing Date. Each addressee is advised to make its own independent investigation and assessment of any such subsequent changes, events, or developments.

D. No Reliance by Other Parties

This reliance letter is furnished solely for the benefit of the addressees named herein and may not be relied upon, used, circulated, quoted, cited, or referred to by any other person or entity for any purpose whatsoever without the prior written consent of Calderwood & Harkness LLP. Without limiting the foregoing, (i) this reliance letter may not be furnished, disclosed, or made available to any person or entity (other than the addressees hereof and their respective internal legal and compliance personnel with a need to know) without the prior written consent of Calderwood & Harkness LLP, and (ii) no portion of this reliance letter or the Covered Letters may be quoted, excerpted, cited, or referred to in any document, report, financial statement, offering document, registration statement, filing with any governmental or regulatory authority, or other communication, in each case without the prior written consent of Calderwood & Harkness LLP; provided, however, that the foregoing restrictions shall not prohibit (a) the disclosure of this reliance letter or the Covered Letters in connection with a regulatory examination or inquiry by the OCC, the FDIC, the Board of Governors of the Federal Reserve System, or any other federal or state banking regulatory authority having jurisdiction over any addressee, or (b) the disclosure of this reliance letter or the Covered Letters in connection with legal proceedings directly relating to the offering of the Notes, in each case to the extent required by law, regulation, or legal process.

E. Governing Law

This reliance letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to the conflicts-of-law principles thereof (other than Section 5-1401 of the New York General Obligations Law).

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We trust that the foregoing is satisfactory for your purposes. Please do not hesitate to contact the undersigned should you have any questions regarding this reliance letter or the Covered Letters.

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

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Vivienne St. Claire, Partner

Calderwood & Harkness LLP Matter No. 1045-00001

cc:

Diane K. Wexler General Counsel & Corporate Secretary Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022

Helen M. Briggs Corporate Trust Officer Brindoval Trust Company, National Association 100 Federal Street, Suite 800 Boston, Massachusetts 02110

CONFIDENTIAL — This letter and the Covered Letters referenced herein contain information that is privileged, confidential, and/or subject to the attorney work product doctrine. Unauthorized use, disclosure, or distribution is strictly prohibited.