1045-00001 · Client 1045 · Opinions

trustee-counsel-opinion-form.docx DOCUMENT Capital Markets

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DRAFT FORM OF TRUSTEE'S COUNSEL OPINION

[FOR REVIEW AND COMMENT BY CALDERWOOD & HARKNESS LLP]

DRAFT — [DATE] — Subject to Review by Counsel to Brindoval Trust Company, N.A.

Calderwood & Harkness LLP Internal Reference: Matter No. 1045-00001

INSTRUCTION NOTE: This is a draft form of opinion prepared by Calderwood & Harkness LLP, counsel to Belmont Ridge Bank, National Association (the "Issuer"), for review and comment by counsel to Brindoval Trust Company, National Association (the "Trustee"). This draft is intended to be finalized and delivered on the letterhead of Brindoval Trust's own counsel at or prior to the closing of the offering described herein. All bracketed items require confirmation or completion by Trustee's counsel. This draft does not represent the views or legal conclusions of Calderwood & Harkness LLP with respect to the matters addressed herein and is circulated solely for the purpose of facilitating discussion and agreement on the form of the Trustee's counsel opinion to be delivered at closing. Nothing in this draft shall be construed as an opinion or representation of Calderwood & Harkness LLP regarding the Trustee or its counsel.

[February 24, 2026]

Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022

Wainwright Zanthor & Co., LLC (as Representative of the Initial Purchasers) 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

Ladies and Gentlemen:

We have acted as counsel to Brindoval Trust Company, National Association, a national banking association organized under the laws of the United States of America (the "Trustee"), in connection with the closing on February 24, 2026 (the "Closing Date") of the issuance by Belmont Ridge Bank, National Association, a national banking association organized under the laws of the United States of America (the "Issuer" or "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 [_] of the Purchase Agreement (as defined below) as a condition to the closing of the offering of the Notes thereunder.

The Notes are being issued pursuant to the Indenture (as defined below) between BRB, as Issuer, and the Trustee. The Notes have been offered and sold to the Initial Purchasers (as defined in the Purchase Agreement) in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and are being resold by the Initial Purchasers to qualified institutional buyers within the meaning of Rule 144A under the Securities Act.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture.

I. DOCUMENTS REVIEWED

In rendering the opinions set forth herein, we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, items (1) through (4) below, the "Transaction Documents"):

1. The Indenture, dated as of February 24, 2026 (the "Indenture"), between BRB, as Issuer, and Brindoval Trust Company, National Association, as Trustee, pursuant to which the Notes are being issued;

2. The Form of Rule 144A Global Note in the aggregate principal amount of $350,000,000, representing the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (CUSIP 082651 AB7), in the form attached as an exhibit to the Indenture (the "Global Note");

3. The Purchase Agreement, dated as of February 19, 2026 (the "Purchase Agreement"), among BRB, Wainwright Zanthor & Co., LLC, as representative of the several initial purchasers named therein (the "Representative"), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (collectively, the "Initial Purchasers");

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

In addition to the Transaction Documents, we have also examined the following:

5. The Articles of Association (Charter) of Brindoval Trust Company, National Association, as currently in effect (the "Charter");

6. The Bylaws of Brindoval Trust Company, National Association, as amended through the date hereof and currently in effect (the "Bylaws");

7. Resolutions duly adopted by the Board of Directors (or an authorized committee thereof) of Brindoval Trust Company, National Association, authorizing the acceptance of the trusteeship under the Indenture and the execution and delivery of the Indenture and related documents in connection with the issuance of the Notes (the "Resolutions");

8. A certificate of corporate existence and good standing for Brindoval Trust Company, National Association, issued by the Office of the Comptroller of the Currency (the "OCC") dated as of a recent date (the "Good Standing Certificate");

9. An incumbency certificate, dated as of the Closing Date, of the officers of Brindoval Trust Company, National Association, authorized to execute and deliver the Indenture and related documents on behalf of the Trustee (the "Incumbency Certificate"); and

10. Such other documents, corporate records, certificates of officers and representatives of the Trustee, and certificates of public officials, as we have deemed necessary or appropriate as a basis for the opinions expressed herein.

We have also made such inquiries of designated officers of the Trustee and conducted such review of the Trustee's files as we have deemed relevant and necessary for purposes of this opinion.

II. ASSUMPTIONS

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

(a) The genuineness of all signatures on all documents examined by us, other than the signatures of officers and authorized representatives of Brindoval Trust Company, National Association.

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

(c) The legal capacity of all natural persons who have executed any of the documents reviewed in connection with this opinion.

(d) The due authorization, execution, and delivery of each of the Transaction Documents by each party thereto other than Brindoval Trust Company, National Association, and that each such party had all requisite power and authority, corporate or otherwise, to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party.

(e) The accuracy, completeness, and truthfulness of all certificates, representations, and warranties of officers and representatives of parties other than Brindoval Trust Company, National Association, that have been delivered or made in connection with the transactions contemplated by the Transaction Documents.

(f) That each party to the Transaction Documents (other than Brindoval Trust Company, National Association) is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization and has the corporate (or other applicable organizational) power and authority to enter into and perform its obligations under the Transaction Documents.

(g) That the Transaction Documents constitute the valid and binding obligations of each party thereto other than Brindoval Trust Company, National Association, enforceable against each such party in accordance with their respective terms.

(h) That there has been no mutual mistake of fact or misunderstanding, fraud, duress, undue influence, or other defense to the enforcement of the Transaction Documents that would render any Transaction Document void or voidable.

(i) That, with respect to documents governed by the laws of a jurisdiction other than the jurisdictions with respect to which we are opining, such documents have been duly authorized, executed, and delivered and are valid, binding, and enforceable under the laws of such jurisdiction.

(j) That all conditions to the obligations of the respective parties under the Purchase Agreement that are required to be satisfied on or prior to the Closing Date have been (or, concurrently with the delivery of this opinion, will be) satisfied or waived in accordance with the terms of the Purchase Agreement.

III. OPINIONS

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

Opinion 1 — Due Organization and Good Standing

Brindoval Trust Company, National Association is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America. The Trustee is a trust company chartered under the National Bank Act (12 U.S.C. §§ 21 et seq.) and holds all licenses, permits, and authorizations necessary under applicable federal law and the rules and regulations of the OCC to conduct its business as presently conducted, including the exercise of fiduciary and trust powers. The Corporate Trust Office of the Trustee is located at 100 Federal Street, Suite 800, Boston, Massachusetts 02110.

Opinion 2 — Corporate Power and Authority

Brindoval Trust Company, National Association has the requisite corporate power and authority under its Charter and Bylaws, and under applicable law (including the National Bank Act and the rules and regulations of the OCC), to: (a) execute, deliver, and perform its obligations under the Indenture; (b) accept the trusts created under the Indenture; (c) act as Trustee, paying agent, registrar, and transfer agent under the Indenture; and (d) perform its obligations under the Indenture and the other Transaction Documents to which it is a party. The Trustee possesses full trust powers as authorized by the OCC, and such trust powers are sufficient to permit the Trustee to accept and administer the trusts created by the Indenture.

Opinion 3 — Due Authorization

The execution and delivery of the Indenture by Brindoval Trust Company, National Association, the acceptance by Brindoval Trust Company, National Association of the trusts created by the Indenture, and the performance by Brindoval Trust Company, National Association of its obligations under the Indenture and the other Transaction Documents to which it is a party, have been duly authorized by all necessary corporate action on the part of Brindoval Trust Company, National Association, including the requisite approval of its Board of Directors (or an authorized committee thereof), and no further corporate action on the part of the Trustee is necessary in connection therewith.

Opinion 4 — Execution and Delivery

The Indenture has been duly executed and delivered by a duly authorized officer of Brindoval Trust Company, National Association.

Opinion 5 — Enforceability

The Indenture constitutes a valid and binding obligation of Brindoval Trust Company, National Association, enforceable against the Trustee in accordance with its terms, except as such enforcement may be limited by:

(a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, conservatorship, or similar laws relating to, or affecting generally, the enforcement of creditors' rights, including, without limitation, the provisions of 12 U.S.C. § 1821(e) relating to the repudiation of contracts by the Federal Deposit Insurance Corporation as receiver or conservator of a depository institution;

(b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), including principles relating to the availability of specific performance, injunctive relief, and other equitable remedies;

(d) implied requirements of reasonableness, good faith, and fair dealing.

The enforceability opinion set forth above is further subject to the additional qualifications set forth in Section IV of this opinion letter.

Opinion 6 — No Conflicts

The execution and delivery of the Indenture by Brindoval Trust Company, National Association, and the performance by Brindoval Trust Company, National Association of its obligations thereunder, do not and will not:

(a) violate or conflict with, or result in a breach of, any provision of the Charter or Bylaws of Brindoval Trust Company, National Association;

(b) to the knowledge of the undersigned (as described in Section IV, paragraph 6 below), violate or conflict with any applicable federal or state law, rule, regulation, or order applicable to Brindoval Trust Company, National Association or the exercise by the Trustee of its trust powers;

(c) to the knowledge of the undersigned (as described in Section IV, paragraph 6 below), result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any material agreement, indenture, contract, or other instrument to which Brindoval Trust Company, National Association is a party or by which it or any of its properties may be bound; or

(d) result in the creation or imposition of any lien, charge, security interest, or other encumbrance of any kind upon any of the properties or assets of Brindoval Trust Company, National Association pursuant to the terms of any such agreement or instrument.

Opinion 7 — No Consents or Approvals Required

No consent, approval, authorization, order, license, permit, or filing or registration with, any federal, state, or local governmental authority or regulatory body (including, without limitation, the OCC and the Federal Deposit Insurance Corporation) is required in connection with the execution and delivery of the Indenture by Brindoval Trust Company, National Association, or the acceptance by Brindoval Trust Company, National Association of the trusts created thereunder, that has not been obtained or made prior to or concurrently with the Closing Date and that is in full force and effect. [Confirm whether any OCC approval, notice, or filing is required for Brindoval Trust to act as trustee for this particular issuance, including any requirement under 12 C.F.R. Part 9 (Fiduciary Activities of National Banks) or Part 150 (Fiduciary Powers of Federal Savings Associations, if applicable).]

Opinion 8 — Trust Indenture Act

[Optional / for discussion:] Because the Notes are securities issued by a national banking association and are exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(2) thereof, and because the offering of the Notes is exempt from the qualification requirements of the Trust Indenture Act of 1939, as amended (the "TIA"), under Section 304(a)(4)(A) thereof (as securities issued or guaranteed by a bank), no opinion is rendered herein with respect to the qualification of the Indenture under the TIA. We note, however, that the Indenture has been prepared in a form generally consistent with the substantive requirements of the TIA, including the provisions of Sections 310 through 318 thereof, and includes provisions substantially consistent with the protections afforded to holders of indenture securities thereunder.

IV. QUALIFICATIONS AND LIMITATIONS

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

1. Governing Law Limitation. The opinions expressed herein are limited to the federal laws of the United States of America (including the National Bank Act, 12 U.S.C. §§ 1 et seq., and the rules, regulations, and published interpretive guidance of the OCC) and the laws of the Commonwealth of Massachusetts, in each case as in effect on the date hereof. We express no opinion as to the laws of any other state or jurisdiction, including, without limitation, the laws of the State of New York. We note that the Indenture is governed by the laws of the State of New York, and we express no opinion as to the enforceability of any provision of the Indenture to the extent such enforceability is dependent upon the laws of the State of New York or any other jurisdiction as to which we do not opine. [Confirm whether Massachusetts law or New York law opinions are also required given that the Corporate Trust Office is in Boston and the Indenture is governed by New York law.]

2. Additional Enforceability Qualifications. The enforceability opinion set forth in Opinion 5 is further subject to the effect of generally applicable laws that:

(a) limit or affect the enforcement of provisions of a contract providing for the payment of penalties or liquidated damages upon or following a breach of any provision thereof;

(b) provide for the avoidance of preferential or fraudulent transfers or conveyances, including, without limitation, under applicable provisions of Title 11 of the United States Code, applicable state fraudulent conveyance and fraudulent transfer statutes, and 12 U.S.C. § 1821(d)(9);

(d) limit the enforceability of provisions purporting to release, exculpate, or hold harmless a party, or requiring indemnification of a party, for its own negligence, willful misconduct, or violation of law.

3. Specific Provision Qualifications. No opinion is expressed herein as to the enforceability of any particular provision of the Indenture relating to:

(a) waivers of rights under any applicable law, statute, or regulation, to the extent that such rights may not be waived as a matter of law or public policy;

(b) consents to jurisdiction, venue selection, or service of process provisions that may be rendered unenforceable by applicable law;

(d) indemnification, contribution, or exculpation obligations, to the extent that such obligations may be limited, restricted, or rendered unenforceable by applicable law, including applicable federal banking regulations and public policy;

(e) provisions purporting to establish evidentiary standards or to impose burdens of proof inconsistent with applicable law; or

(f) provisions that purport to authorize the Trustee to act in a manner that would be contrary to applicable law or the duties imposed on the Trustee by the Indenture, applicable law, or applicable regulations.

4. As-of-Date Limitation. The opinions expressed herein are rendered as of the date hereof only and are based upon the facts and circumstances existing, and the laws, rules, and regulations in effect, as of the date hereof. We assume no obligation to advise any person of any change in applicable law, regulation, or interpretation thereof, or any change in fact or circumstance, occurring after the date hereof, even if such change may affect the legal analysis or conclusions set forth herein.

5. No Regulatory, Tax, or Securities Law Opinions. We express no opinion with respect to: (a) the characterization of the Notes for regulatory capital purposes under applicable bank capital rules and regulations, including the rules and regulations of the Board of Governors of the Federal Reserve System, the OCC, or the Federal Deposit Insurance Corporation; (b) any federal, state, or local tax consequences of the issuance, sale, or ownership of the Notes; or (c) any matter arising under or relating to the Securities Act, the Securities Exchange Act of 1934, as amended, the TIA, or any state securities or "blue sky" laws, or any rules or regulations promulgated thereunder.

6. Knowledge Qualification. Where any opinion expressed herein is qualified by the phrase "to the knowledge of the undersigned" or "to the knowledge of Trustee's counsel" or words of similar import, such knowledge is limited to the actual knowledge of the attorneys at this firm who have devoted substantive attention to the representation of Brindoval Trust Company, National Association in connection with the transactions described herein and is based upon (a) inquiries made of the designated officers and representatives of Brindoval Trust Company, National Association identified on Appendix A attached hereto, and (b) a review of the Trustee's files and corporate records relating to the Indenture and the transactions contemplated thereby. We have not conducted any independent investigation or inquiry, or searched any public records or databases, beyond such inquiries and review, and no inference as to our knowledge of any particular facts or circumstances should be drawn from our representation of the Trustee or from our rendering of this opinion.

V. RELIANCE AND BENEFIT

This opinion is rendered solely for the benefit of the addressees hereof in connection with the transactions described herein and the closing of the offering of the Notes under the Purchase Agreement. This opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of the undersigned.

Notwithstanding the foregoing, we hereby consent to reliance on this opinion by (a) Calderwood & Harkness LLP, as counsel to BRB, and (b) Pennfield & Associates LLP, as counsel to the Initial Purchasers, in each case solely in connection with the transactions described herein and subject to the assumptions, qualifications, and limitations set forth herein. [To be confirmed based on reliance letter requirements and the specific provisions of the Purchase Agreement governing the scope and beneficiaries of this opinion.]

This opinion may not be quoted, cited, excerpted, or referred to, in whole or in part, in any report, document, registration statement, prospectus, offering memorandum, or other filing or communication, without the prior written consent of the undersigned, except that this opinion may be filed as an exhibit to the Purchase Agreement or as may otherwise be required by applicable law or regulation, provided that any such filing is in the form delivered at closing without modification, redaction, or excerpt.

No person or entity other than the addressees and the persons identified in the preceding paragraph is entitled to rely on this opinion, and delivery of this opinion to any other person or entity does not evidence any intent to confer any benefit upon, or any right to rely upon the opinions expressed herein in favor of, any such other person or entity.

Very truly yours,

[NAME OF TRUSTEE'S COUNSEL]

By: ________

Name: [Name of Authorized Partner]

Title: Partner

[To be executed on the letterhead of counsel to Brindoval Trust Company, National Association]

APPENDIX A

Officers and Representatives of Brindoval Trust Company, National Association with Whom Inquiry Was Made

In connection with the knowledge-qualified opinions set forth in this opinion letter, counsel to the Trustee made inquiry of the following officers and representatives of Brindoval Trust Company, National Association:

[To be completed by Trustee's counsel with the names and titles of officers with whom inquiry was made in connection with the preparation of this opinion.]

Incumbency Cross-Reference. The Incumbency Certificate delivered in connection with the closing, dated as of the Closing Date, confirms that the following officers of Brindoval Trust Company, National Association are authorized to execute and deliver the Indenture and related documents on behalf of the Trustee:

[To be confirmed by Trustee's counsel and cross-referenced against the Incumbency Certificate delivered at closing.]

CALDERWOOD & HARKNESS LLP — INTERNAL REVIEW NOTES TO BE REMOVED BEFORE DELIVERY AT CLOSING

The following are internal review annotations by Calderwood & Harkness LLP for discussion with counsel to Brindoval Trust Company, National Association. These notes are subject to the attorney-client privilege and work product doctrine and must be removed from the final version of the opinion letter prior to delivery at closing.

Note 1 — Identity of Trustee's Counsel. Confirm with Brindoval Trust Company, N.A., the identity of the law firm that will serve as Trustee's counsel and the name of the partner who will sign the opinion on behalf of such firm. As of the date of circulation of this draft, Brindoval Trust has not formally identified outside counsel for this engagement. If Brindoval Trust intends to have its in-house legal department deliver the opinion, the form will require modification. Please confirm by no later than February 18, 2026.

Note 2 — Governing Law Coverage. Confirm the governing law scope for Trustee's counsel opinion. Federal law (National Bank Act / OCC regulations) is the primary basis for the opinions regarding the Trustee's organization, authority, and trust powers. However, the Corporate Trust Office is located in Boston, Massachusetts, which may necessitate a Massachusetts law component. Additionally, because the Indenture is governed by New York law (see Section 11.09 of the Indenture), consideration should be given to whether Trustee's counsel should also cover New York law or whether such coverage will be provided by Calderwood & Harkness LLP's opinion or Pennfield & Associates LLP's opinion. If Trustee's counsel does not practice New York law, a separate New York counsel opinion or reliance on Calderwood & Harkness's New York law opinion may be appropriate.

Note 3 — Scope of Enforceability Opinion. Confirm that the enforceability opinion (Opinion 5) is limited to the Indenture as an obligation of Brindoval Trust Company, N.A., in its capacity as Trustee. The opinion should not be read to cover the enforceability of the Indenture as an obligation of BRB (which is addressed by Calderwood & Harkness LLP's separate issuer's counsel opinion) or the enforceability of the Notes against BRB or any other party. This limitation should be made explicit in the final form of the opinion if there is any ambiguity.

Note 4 — Board Resolutions. Verify that the Board of Directors of Brindoval Trust Company, N.A. (or an authorized committee thereof) has adopted resolutions that specifically reference and authorize: (i) the acceptance of the trusteeship under the Indenture in connection with the issuance by Belmont Ridge Bank, National Association of $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036; (ii) the execution and delivery of the Indenture; and (iii) the performance by Brindoval Trust of its obligations under the Indenture and related Transaction Documents. If the resolutions are of a general or standing nature authorizing designated officers to accept trusteeships in the ordinary course of business, confirm that such standing authorization is sufficient for purposes of the opinion and, if so, whether the opinion should disclose the nature of the authorizing resolutions (i.e., standing authorization vs. transaction-specific authorization).

Note 5 — DTC Eligibility. Confirm whether Trustee's counsel is expected to opine on the eligibility of the Notes for book-entry clearance and settlement through The Depository Trust Company ("DTC") or whether the separate DTC eligibility letter (referencing Brindoval Trust DTC Participant No. 0447) to be delivered at closing is sufficient for this purpose. The current draft does not include a DTC eligibility opinion. If such an opinion is required, an additional paragraph will need to be added to Section III.

Note 6 — Trust Indenture Act Paragraph. Confirm that the optional Trust Indenture Act paragraph (Opinion 8) is appropriate and desired by the Initial Purchasers and their counsel. Because the Notes are securities issued by a national banking association, the offering is exempt from the qualification requirements of the TIA under Section 304(a)(4)(A). Accordingly, a TIA opinion is not strictly required as a legal matter. The bracketed optional paragraph has been included for completeness and for the comfort of the Initial Purchasers. If the parties agree that this paragraph is unnecessary, it may be removed. If retained, Trustee's counsel should confirm that the characterization of the Indenture as "generally consistent" with TIA requirements is accurate.

Note 7 — Purchase Agreement Cross-Reference. Cross-reference the specific provisions of the Purchase Agreement (Section [_]) that set forth the form, scope, and substance of the trustee's counsel opinion required as a condition to closing. Confirm that the opinions set forth in this draft satisfy each of the enumerated requirements. If the Purchase Agreement requires additional opinions not currently reflected in this draft (e.g., opinions regarding regulatory filings, anti-money laundering compliance, or ERISA), those opinions will need to be added. The current draft is based on a standard form and may require augmentation depending on the final Purchase Agreement requirements.

Note 8 — Timeline. This draft must be finalized and approved by all parties — including Trustee's counsel, Calderwood & Harkness LLP (issuer's counsel), Pennfield & Associates LLP (initial purchasers' counsel), and the business teams at BRB and Brindoval Trust — no later than February 21, 2026, to permit execution and delivery of the opinion at the closing on February 24, 2026. Please circulate comments to this draft by no later than February 19, 2026. A revised draft incorporating all comments will be circulated on February 20, 2026, with final sign-off targeted for February 21, 2026.

END OF INTERNAL REVIEW NOTES — TO BE REMOVED BEFORE DELIVERY AT CLOSING

Name	Title	Department
Helen M. Briggs	Corporate Trust Officer	Corporate Trust Department
[Name]	[Title]	[Department]
[Name]	[Title]	[Department]
[Name]	[Title]	[Department]
Name	Title	Authorized Signatory
Helen M. Briggs	Corporate Trust Officer	Yes
[Name]	[Title]	[Yes/No]
[Name]	[Title]	[Yes/No]

DRAFT FORM OF TRUSTEE'S COUNSEL OPINION
[FOR REVIEW AND COMMENT BY CALDERWOOD & HARKNESS LLP]
DRAFT — [DATE] — Subject to Review by Counsel to Brindoval Trust Company, N.A.
Calderwood & Harkness LLP Internal Reference: Matter No. 1045-00001
INSTRUCTION NOTE: This is a draft form of opinion prepared by Calderwood & Harkness LLP, counsel to Belmont Ridge Bank, National Association (the "Issuer"), for review and comment by counsel to Brindoval Trust Company, National Association (the "Trustee"). This draft is intended to be finalized and delivered on the letterhead of Brindoval Trust's own counsel at or prior to the closing of the offering described herein. All bracketed items require confirmation or completion by Trustee's counsel. This draft does not represent the views or legal conclusions of Calderwood & Harkness LLP with respect to the matters addressed herein and is circulated solely for the purpose of facilitating discussion and agreement on the form of the Trustee's counsel opinion to be delivered at closing. Nothing in this draft shall be construed as an opinion or representation of Calderwood & Harkness LLP regarding the Trustee or its counsel.
[February 24, 2026]
Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022
Wainwright Zanthor & Co., LLC (as Representative of the Initial Purchasers) 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
Ladies and Gentlemen:
We have acted as counsel to Brindoval Trust Company, National Association, a national banking association organized under the laws of the United States of America (the "Trustee"), in connection with the closing on February 24, 2026 (the "Closing Date") of the issuance by Belmont Ridge Bank, National Association, a national banking association organized under the laws of the United States of America (the "Issuer" or "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 [_] of the Purchase Agreement (as defined below) as a condition to the closing of the offering of the Notes thereunder.
The Notes are being issued pursuant to the Indenture (as defined below) between BRB, as Issuer, and the Trustee. The Notes have been offered and sold to the Initial Purchasers (as defined in the Purchase Agreement) in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and are being resold by the Initial Purchasers to qualified institutional buyers within the meaning of Rule 144A under the Securities Act.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture.
I. DOCUMENTS REVIEWED
In rendering the opinions set forth herein, we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, items (1) through (4) below, the "Transaction Documents"):
1.  The Indenture, dated as of February 24, 2026 (the "Indenture"), between BRB, as Issuer, and Brindoval Trust Company, National Association, as Trustee, pursuant to which the Notes are being issued;
2.  The Form of Rule 144A Global Note in the aggregate principal amount of $350,000,000, representing the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (CUSIP 082651 AB7), in the form attached as an exhibit to the Indenture (the "Global Note");
3.  The Purchase Agreement, dated as of February 19, 2026 (the "Purchase Agreement"), among BRB, Wainwright Zanthor & Co., LLC, as representative of the several initial purchasers named therein (the "Representative"), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (collectively, the "Initial Purchasers");
4.  The Registration Rights Agreement, dated as of February 24, 2026 (the "Registration Rights Agreement"), among BRB and the Initial Purchasers;
In addition to the Transaction Documents, we have also examined the following:
5.  The Articles of Association (Charter) of Brindoval Trust Company, National Association, as currently in effect (the "Charter");
6.  The Bylaws of Brindoval Trust Company, National Association, as amended through the date hereof and currently in effect (the "Bylaws");
7.  Resolutions duly adopted by the Board of Directors (or an authorized committee thereof) of Brindoval Trust Company, National Association, authorizing the acceptance of the trusteeship under the Indenture and the execution and delivery of the Indenture and related documents in connection with the issuance of the Notes (the "Resolutions");
8.  A certificate of corporate existence and good standing for Brindoval Trust Company, National Association, issued by the Office of the Comptroller of the Currency (the "OCC") dated as of a recent date (the "Good Standing Certificate");
9.  An incumbency certificate, dated as of the Closing Date, of the officers of Brindoval Trust Company, National Association, authorized to execute and deliver the Indenture and related documents on behalf of the Trustee (the "Incumbency Certificate"); and
10.  Such other documents, corporate records, certificates of officers and representatives of the Trustee, and certificates of public officials, as we have deemed necessary or appropriate as a basis for the opinions expressed herein.
We have also made such inquiries of designated officers of the Trustee and conducted such review of the Trustee's files as we have deemed relevant and necessary for purposes of this opinion.
II. ASSUMPTIONS
In rendering the opinions set forth herein, we have assumed, without independent verification, the following:
(a) The genuineness of all signatures on all documents examined by us, other than the signatures of officers and authorized representatives of Brindoval Trust Company, National Association.
(b) The authenticity and completeness of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise).
(c) The legal capacity of all natural persons who have executed any of the documents reviewed in connection with this opinion.
(d) The due authorization, execution, and delivery of each of the Transaction Documents by each party thereto other than Brindoval Trust Company, National Association, and that each such party had all requisite power and authority, corporate or otherwise, to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party.
(e) The accuracy, completeness, and truthfulness of all certificates, representations, and warranties of officers and representatives of parties other than Brindoval Trust Company, National Association, that have been delivered or made in connection with the transactions contemplated by the Transaction Documents.
(f) That each party to the Transaction Documents (other than Brindoval Trust Company, National Association) is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization and has the corporate (or other applicable organizational) power and authority to enter into and perform its obligations under the Transaction Documents.
(g) That the Transaction Documents constitute the valid and binding obligations of each party thereto other than Brindoval Trust Company, National Association, enforceable against each such party in accordance with their respective terms.
(h) That there has been no mutual mistake of fact or misunderstanding, fraud, duress, undue influence, or other defense to the enforcement of the Transaction Documents that would render any Transaction Document void or voidable.
(i) That, with respect to documents governed by the laws of a jurisdiction other than the jurisdictions with respect to which we are opining, such documents have been duly authorized, executed, and delivered and are valid, binding, and enforceable under the laws of such jurisdiction.
(j) That all conditions to the obligations of the respective parties under the Purchase Agreement that are required to be satisfied on or prior to the Closing Date have been (or, concurrently with the delivery of this opinion, will be) satisfied or waived in accordance with the terms of the Purchase Agreement.
III. OPINIONS
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section IV below, we are of the opinion that:
Opinion 1 — Due Organization and Good Standing
Brindoval Trust Company, National Association is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America. The Trustee is a trust company chartered under the National Bank Act (12 U.S.C. §§ 21 et seq.) and holds all licenses, permits, and authorizations necessary under applicable federal law and the rules and regulations of the OCC to conduct its business as presently conducted, including the exercise of fiduciary and trust powers. The Corporate Trust Office of the Trustee is located at 100 Federal Street, Suite 800, Boston, Massachusetts 02110.
Opinion 2 — Corporate Power and Authority
Brindoval Trust Company, National Association has the requisite corporate power and authority under its Charter and Bylaws, and under applicable law (including the National Bank Act and the rules and regulations of the OCC), to: (a) execute, deliver, and perform its obligations under the Indenture; (b) accept the trusts created under the Indenture; (c) act as Trustee, paying agent, registrar, and transfer agent under the Indenture; and (d) perform its obligations under the Indenture and the other Transaction Documents to which it is a party. The Trustee possesses full trust powers as authorized by the OCC, and such trust powers are sufficient to permit the Trustee to accept and administer the trusts created by the Indenture.
Opinion 3 — Due Authorization
The execution and delivery of the Indenture by Brindoval Trust Company, National Association, the acceptance by Brindoval Trust Company, National Association of the trusts created by the Indenture, and the performance by Brindoval Trust Company, National Association of its obligations under the Indenture and the other Transaction Documents to which it is a party, have been duly authorized by all necessary corporate action on the part of Brindoval Trust Company, National Association, including the requisite approval of its Board of Directors (or an authorized committee thereof), and no further corporate action on the part of the Trustee is necessary in connection therewith.
Opinion 4 — Execution and Delivery
The Indenture has been duly executed and delivered by a duly authorized officer of Brindoval Trust Company, National Association.
Opinion 5 — Enforceability
The Indenture constitutes a valid and binding obligation of Brindoval Trust Company, National Association, enforceable against the Trustee in accordance with its terms, except as such enforcement may be limited by:
(a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, conservatorship, or similar laws relating to, or affecting generally, the enforcement of creditors' rights, including, without limitation, the provisions of 12 U.S.C. § 1821(e) relating to the repudiation of contracts by the Federal Deposit Insurance Corporation as receiver or conservator of a depository institution;
(b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), including principles relating to the availability of specific performance, injunctive relief, and other equitable remedies;
(c) the discretion of the court before which any proceeding for enforcement may be brought; and
(d) implied requirements of reasonableness, good faith, and fair dealing.
The enforceability opinion set forth above is further subject to the additional qualifications set forth in Section IV of this opinion letter.
Opinion 6 — No Conflicts
The execution and delivery of the Indenture by Brindoval Trust Company, National Association, and the performance by Brindoval Trust Company, National Association of its obligations thereunder, do not and will not:
(a) violate or conflict with, or result in a breach of, any provision of the Charter or Bylaws of Brindoval Trust Company, National Association;
(b) to the knowledge of the undersigned (as described in Section IV, paragraph 6 below), violate or conflict with any applicable federal or state law, rule, regulation, or order applicable to Brindoval Trust Company, National Association or the exercise by the Trustee of its trust powers;
(c) to the knowledge of the undersigned (as described in Section IV, paragraph 6 below), result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any material agreement, indenture, contract, or other instrument to which Brindoval Trust Company, National Association is a party or by which it or any of its properties may be bound; or
(d) result in the creation or imposition of any lien, charge, security interest, or other encumbrance of any kind upon any of the properties or assets of Brindoval Trust Company, National Association pursuant to the terms of any such agreement or instrument.
Opinion 7 — No Consents or Approvals Required
No consent, approval, authorization, order, license, permit, or filing or registration with, any federal, state, or local governmental authority or regulatory body (including, without limitation, the OCC and the Federal Deposit Insurance Corporation) is required in connection with the execution and delivery of the Indenture by Brindoval Trust Company, National Association, or the acceptance by Brindoval Trust Company, National Association of the trusts created thereunder, that has not been obtained or made prior to or concurrently with the Closing Date and that is in full force and effect. [Confirm whether any OCC approval, notice, or filing is required for Brindoval Trust to act as trustee for this particular issuance, including any requirement under 12 C.F.R. Part 9 (Fiduciary Activities of National Banks) or Part 150 (Fiduciary Powers of Federal Savings Associations, if applicable).]
Opinion 8 — Trust Indenture Act
[Optional / for discussion:] Because the Notes are securities issued by a national banking association and are exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(2) thereof, and because the offering of the Notes is exempt from the qualification requirements of the Trust Indenture Act of 1939, as amended (the "TIA"), under Section 304(a)(4)(A) thereof (as securities issued or guaranteed by a bank), no opinion is rendered herein with respect to the qualification of the Indenture under the TIA. We note, however, that the Indenture has been prepared in a form generally consistent with the substantive requirements of the TIA, including the provisions of Sections 310 through 318 thereof, and includes provisions substantially consistent with the protections afforded to holders of indenture securities thereunder.
IV. QUALIFICATIONS AND LIMITATIONS
The opinions set forth in Section III above are subject to the following qualifications, limitations, and exceptions:
1.  Governing Law Limitation. The opinions expressed herein are limited to the federal laws of the United States of America (including the National Bank Act, 12 U.S.C. §§ 1 et seq., and the rules, regulations, and published interpretive guidance of the OCC) and the laws of the Commonwealth of Massachusetts, in each case as in effect on the date hereof. We express no opinion as to the laws of any other state or jurisdiction, including, without limitation, the laws of the State of New York. We note that the Indenture is governed by the laws of the State of New York, and we express no opinion as to the enforceability of any provision of the Indenture to the extent such enforceability is dependent upon the laws of the State of New York or any other jurisdiction as to which we do not opine. [Confirm whether Massachusetts law or New York law opinions are also required given that the Corporate Trust Office is in Boston and the Indenture is governed by New York law.]
2.  Additional Enforceability Qualifications. The enforceability opinion set forth in Opinion 5 is further subject to the effect of generally applicable laws that:
(a) limit or affect the enforcement of provisions of a contract providing for the payment of penalties or liquidated damages upon or following a breach of any provision thereof;
(b) provide for the avoidance of preferential or fraudulent transfers or conveyances, including, without limitation, under applicable provisions of Title 11 of the United States Code, applicable state fraudulent conveyance and fraudulent transfer statutes, and 12 U.S.C. § 1821(d)(9);
(c) impose duties of good faith, fair dealing, and reasonableness on contracting parties; or
(d) limit the enforceability of provisions purporting to release, exculpate, or hold harmless a party, or requiring indemnification of a party, for its own negligence, willful misconduct, or violation of law.
3.  Specific Provision Qualifications. No opinion is expressed herein as to the enforceability of any particular provision of the Indenture relating to:
(a) waivers of rights under any applicable law, statute, or regulation, to the extent that such rights may not be waived as a matter of law or public policy;
(b) consents to jurisdiction, venue selection, or service of process provisions that may be rendered unenforceable by applicable law;
(c) waivers of the right to trial by jury, to the extent that such waivers may be unenforceable under applicable law;
(d) indemnification, contribution, or exculpation obligations, to the extent that such obligations may be limited, restricted, or rendered unenforceable by applicable law, including applicable federal banking regulations and public policy;
(e) provisions purporting to establish evidentiary standards or to impose burdens of proof inconsistent with applicable law; or
(f) provisions that purport to authorize the Trustee to act in a manner that would be contrary to applicable law or the duties imposed on the Trustee by the Indenture, applicable law, or applicable regulations.
4.  As-of-Date Limitation. The opinions expressed herein are rendered as of the date hereof only and are based upon the facts and circumstances existing, and the laws, rules, and regulations in effect, as of the date hereof. We assume no obligation to advise any person of any change in applicable law, regulation, or interpretation thereof, or any change in fact or circumstance, occurring after the date hereof, even if such change may affect the legal analysis or conclusions set forth herein.
5.  No Regulatory, Tax, or Securities Law Opinions. We express no opinion with respect to: (a) the characterization of the Notes for regulatory capital purposes under applicable bank capital rules and regulations, including the rules and regulations of the Board of Governors of the Federal Reserve System, the OCC, or the Federal Deposit Insurance Corporation; (b) any federal, state, or local tax consequences of the issuance, sale, or ownership of the Notes; or (c) any matter arising under or relating to the Securities Act, the Securities Exchange Act of 1934, as amended, the TIA, or any state securities or "blue sky" laws, or any rules or regulations promulgated thereunder.
6.  Knowledge Qualification. Where any opinion expressed herein is qualified by the phrase "to the knowledge of the undersigned" or "to the knowledge of Trustee's counsel" or words of similar import, such knowledge is limited to the actual knowledge of the attorneys at this firm who have devoted substantive attention to the representation of Brindoval Trust Company, National Association in connection with the transactions described herein and is based upon (a) inquiries made of the designated officers and representatives of Brindoval Trust Company, National Association identified on Appendix A attached hereto, and (b) a review of the Trustee's files and corporate records relating to the Indenture and the transactions contemplated thereby. We have not conducted any independent investigation or inquiry, or searched any public records or databases, beyond such inquiries and review, and no inference as to our knowledge of any particular facts or circumstances should be drawn from our representation of the Trustee or from our rendering of this opinion.
V. RELIANCE AND BENEFIT
This opinion is rendered solely for the benefit of the addressees hereof in connection with the transactions described herein and the closing of the offering of the Notes under the Purchase Agreement. This opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of the undersigned.
Notwithstanding the foregoing, we hereby consent to reliance on this opinion by (a) Calderwood & Harkness LLP, as counsel to BRB, and (b) Pennfield & Associates LLP, as counsel to the Initial Purchasers, in each case solely in connection with the transactions described herein and subject to the assumptions, qualifications, and limitations set forth herein. [To be confirmed based on reliance letter requirements and the specific provisions of the Purchase Agreement governing the scope and beneficiaries of this opinion.]
This opinion may not be quoted, cited, excerpted, or referred to, in whole or in part, in any report, document, registration statement, prospectus, offering memorandum, or other filing or communication, without the prior written consent of the undersigned, except that this opinion may be filed as an exhibit to the Purchase Agreement or as may otherwise be required by applicable law or regulation, provided that any such filing is in the form delivered at closing without modification, redaction, or excerpt.
No person or entity other than the addressees and the persons identified in the preceding paragraph is entitled to rely on this opinion, and delivery of this opinion to any other person or entity does not evidence any intent to confer any benefit upon, or any right to rely upon the opinions expressed herein in favor of, any such other person or entity.
Very truly yours,
[NAME OF TRUSTEE'S COUNSEL]
By: ________
Name: [Name of Authorized Partner]
Title: Partner
[To be executed on the letterhead of counsel to Brindoval Trust Company, National Association]
APPENDIX A
Officers and Representatives of Brindoval Trust Company, National Association with Whom Inquiry Was Made
In connection with the knowledge-qualified opinions set forth in this opinion letter, counsel to the Trustee made inquiry of the following officers and representatives of Brindoval Trust Company, National Association:
[To be completed by Trustee's counsel with the names and titles of officers with whom inquiry was made in connection with the preparation of this opinion.]
Incumbency Cross-Reference.  The Incumbency Certificate delivered in connection with the closing, dated as of the Closing Date, confirms that the following officers of Brindoval Trust Company, National Association are authorized to execute and deliver the Indenture and related documents on behalf of the Trustee:
[To be confirmed by Trustee's counsel and cross-referenced against the Incumbency Certificate delivered at closing.]
CALDERWOOD & HARKNESS LLP — INTERNAL REVIEW NOTES TO BE REMOVED BEFORE DELIVERY AT CLOSING
The following are internal review annotations by Calderwood & Harkness LLP for discussion with counsel to Brindoval Trust Company, National Association. These notes are subject to the attorney-client privilege and work product doctrine and must be removed from the final version of the opinion letter prior to delivery at closing.
Note 1 — Identity of Trustee's Counsel. Confirm with Brindoval Trust Company, N.A., the identity of the law firm that will serve as Trustee's counsel and the name of the partner who will sign the opinion on behalf of such firm. As of the date of circulation of this draft, Brindoval Trust has not formally identified outside counsel for this engagement. If Brindoval Trust intends to have its in-house legal department deliver the opinion, the form will require modification. Please confirm by no later than February 18, 2026.
Note 2 — Governing Law Coverage. Confirm the governing law scope for Trustee's counsel opinion. Federal law (National Bank Act / OCC regulations) is the primary basis for the opinions regarding the Trustee's organization, authority, and trust powers. However, the Corporate Trust Office is located in Boston, Massachusetts, which may necessitate a Massachusetts law component. Additionally, because the Indenture is governed by New York law (see Section 11.09 of the Indenture), consideration should be given to whether Trustee's counsel should also cover New York law or whether such coverage will be provided by Calderwood & Harkness LLP's opinion or Pennfield & Associates LLP's opinion. If Trustee's counsel does not practice New York law, a separate New York counsel opinion or reliance on Calderwood & Harkness's New York law opinion may be appropriate.
Note 3 — Scope of Enforceability Opinion. Confirm that the enforceability opinion (Opinion 5) is limited to the Indenture as an obligation of Brindoval Trust Company, N.A., in its capacity as Trustee. The opinion should not be read to cover the enforceability of the Indenture as an obligation of BRB (which is addressed by Calderwood & Harkness LLP's separate issuer's counsel opinion) or the enforceability of the Notes against BRB or any other party. This limitation should be made explicit in the final form of the opinion if there is any ambiguity.
Note 4 — Board Resolutions. Verify that the Board of Directors of Brindoval Trust Company, N.A. (or an authorized committee thereof) has adopted resolutions that specifically reference and authorize: (i) the acceptance of the trusteeship under the Indenture in connection with the issuance by Belmont Ridge Bank, National Association of $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036; (ii) the execution and delivery of the Indenture; and (iii) the performance by Brindoval Trust of its obligations under the Indenture and related Transaction Documents. If the resolutions are of a general or standing nature authorizing designated officers to accept trusteeships in the ordinary course of business, confirm that such standing authorization is sufficient for purposes of the opinion and, if so, whether the opinion should disclose the nature of the authorizing resolutions (i.e., standing authorization vs. transaction-specific authorization).
Note 5 — DTC Eligibility. Confirm whether Trustee's counsel is expected to opine on the eligibility of the Notes for book-entry clearance and settlement through The Depository Trust Company ("DTC") or whether the separate DTC eligibility letter (referencing Brindoval Trust DTC Participant No. 0447) to be delivered at closing is sufficient for this purpose. The current draft does not include a DTC eligibility opinion. If such an opinion is required, an additional paragraph will need to be added to Section III.
Note 6 — Trust Indenture Act Paragraph. Confirm that the optional Trust Indenture Act paragraph (Opinion 8) is appropriate and desired by the Initial Purchasers and their counsel. Because the Notes are securities issued by a national banking association, the offering is exempt from the qualification requirements of the TIA under Section 304(a)(4)(A). Accordingly, a TIA opinion is not strictly required as a legal matter. The bracketed optional paragraph has been included for completeness and for the comfort of the Initial Purchasers. If the parties agree that this paragraph is unnecessary, it may be removed. If retained, Trustee's counsel should confirm that the characterization of the Indenture as "generally consistent" with TIA requirements is accurate.
Note 7 — Purchase Agreement Cross-Reference. Cross-reference the specific provisions of the Purchase Agreement (Section [_]) that set forth the form, scope, and substance of the trustee's counsel opinion required as a condition to closing. Confirm that the opinions set forth in this draft satisfy each of the enumerated requirements. If the Purchase Agreement requires additional opinions not currently reflected in this draft (e.g., opinions regarding regulatory filings, anti-money laundering compliance, or ERISA), those opinions will need to be added. The current draft is based on a standard form and may require augmentation depending on the final Purchase Agreement requirements.
Note 8 — Timeline. This draft must be finalized and approved by all parties — including Trustee's counsel, Calderwood & Harkness LLP (issuer's counsel), Pennfield & Associates LLP (initial purchasers' counsel), and the business teams at BRB and Brindoval Trust — no later than February 21, 2026, to permit execution and delivery of the opinion at the closing on February 24, 2026. Please circulate comments to this draft by no later than February 19, 2026. A revised draft incorporating all comments will be circulated on February 20, 2026, with final sign-off targeted for February 21, 2026.
END OF INTERNAL REVIEW NOTES — TO BE REMOVED BEFORE DELIVERY AT CLOSING
Name | Title | Department
Helen M. Briggs | Corporate Trust Officer | Corporate Trust Department
[Name] | [Title] | [Department]
[Name] | [Title] | [Department]
[Name] | [Title] | [Department]
Name | Title | Authorized Signatory
Helen M. Briggs | Corporate Trust Officer | Yes
[Name] | [Title] | [Yes/No]
[Name] | [Title] | [Yes/No]

DRAFT FORM OF TRUSTEE'S COUNSEL OPINION

I. DOCUMENTS REVIEWED

II. ASSUMPTIONS

III. OPINIONS

IV. QUALIFICATIONS AND LIMITATIONS

V. RELIANCE AND BENEFIT

APPENDIX A

Record

Parties

Dates

Amounts