1045-00006 · Client 1045 · Closing

issuers-counsel-opinion-letter.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP Attorneys at Law

250 Park Avenue, 40th Floor New York, New York 10177

Telephone: (212) 455-7200 Facsimile: (212) 455-7201 www.calderwoodharkness.com

May 17, 2024

Belmont Ridge Equipment Trust 2024-A c/o Keyline Trust Company, National Association, as Owner Trustee 2100 Market Street, Suite 800 Philadelphia, Pennsylvania 19103

Belmont Ridge Bank, National Association 600 Lexington Avenue, 32nd Floor New York, New York 10022

Ashford Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, New York 10179

Meridian Fiduciary Services, Inc., as Indenture Trustee 101 Barclay Street, 12th Floor New York, New York 10007

Ladies and Gentlemen:

Re: Belmont Ridge Equipment Trust 2024-A — $48,000,000 Class A-2 Notes (Tap Issuance), CUSIP 07839LAB3 / ISIN US07839LAB36

I. Introduction

Calderwood & Harkness LLP ("we," "us," or "our firm") has acted as counsel to Belmont Ridge Bank, National Association ("BRB"), a national banking association duly organized under the laws of the United States (OCC Charter No. 91-4428), and to Belmont Ridge Equipment Trust 2024-A (the "Trust"), a Delaware statutory trust, in connection with the issuance by the Trust of $48,000,000 aggregate principal amount of additional Class A-2 Notes (the "Tap Notes") under the Trust's Series 2024-A program.

The Tap Notes are being issued pursuant to Supplemental Indenture No. 2 dated as of April 19, 2024 (the "Supplemental Indenture"), supplementing the Indenture dated as of January 29, 2024 (the "Base Indenture"), among the Trust, as Issuer, BRB, as Servicer, and Meridian Fiduciary Services, Inc., as Indenture Trustee (the "Indenture Trustee"). The Base Indenture, as supplemented by the Supplemental Indenture, is referred to herein as the "Indenture."

The Tap Notes are fungible with, and will form a single class with, the existing $220,000,000 aggregate principal amount of Class A-2 Notes originally issued on January 29, 2024 (the "Original Class A-2 Notes"). Upon issuance of the Tap Notes, the aggregate principal amount of outstanding Class A-2 Notes will be $268,000,000, and the total aggregate principal amount of Series 2024-A Notes outstanding (including the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, and Class B Notes) will be $398,000,000.

The Tap Notes bear interest at a fixed rate of 5.78% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months (30/360 day count convention), payable monthly on the 15th day of each calendar month, commencing June 15, 2024, and have a legal final maturity date of January 15, 2029. The Tap Notes are being issued at a dollar price of 100.125% of par, yielding gross proceeds of $48,060,000, less an underwriting discount of $144,000 (representing 30 basis points of the aggregate principal amount of the Tap Notes), resulting in net proceeds to the Trust of $47,916,000. Such net proceeds will be applied by the Trust to acquire additional equipment-lease receivables from BRB, as Originator, in accordance with Amendment No. 1 (as defined below) and the other Transaction Documents.

This opinion letter is delivered to you pursuant to Section 7(e) of the Underwriting Agreement dated as of April 19, 2024 (the "Underwriting Agreement"), among the Trust, BRB (as Originator and Servicer), and Ashford Capital Markets LLC (as sole bookrunner and lead underwriter), as a condition precedent to the closing of the tap issuance on the date hereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Transaction Documents (as defined below).

II. Documents Examined

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

A. Transaction Documents

(a) The Indenture dated as of January 29, 2024 (the "Base Indenture"), among the Trust, as Issuer, BRB, as Servicer, and Meridian Fiduciary Services, Inc., as Indenture Trustee, pursuant to which the Trust's Series 2024-A Notes were originally authorized and issued;

(b) Supplemental Indenture No. 2 dated as of April 19, 2024 (the "Supplemental Indenture"), among the Trust, as Issuer, BRB, as Servicer, and Meridian Fiduciary Services, Inc., as Indenture Trustee, authorizing the issuance of $48,000,000 aggregate principal amount of additional Class A-2 Notes and setting forth the terms and conditions applicable thereto;

(c) The Sale and Servicing Agreement dated as of January 29, 2024 (the "Original SSA"), among BRB, as Originator and Servicer, the Trust, as Issuer, and Meridian Fiduciary Services, Inc., as Indenture Trustee, pursuant to which BRB sold, transferred, and assigned to the Trust the initial pool of equipment-lease receivables and agreed to service such receivables on behalf of the Trust;

(d) Amendment No. 1 to the Sale and Servicing Agreement dated as of April 19, 2024 ("Amendment No. 1"), among BRB, as Originator and Servicer, the Trust, as Issuer, and Meridian Fiduciary Services, Inc., as Indenture Trustee, adding the tap pool receivables, consisting of 1,247 equipment-lease contracts with an aggregate discounted receivable balance of approximately $49,344,000 as of the applicable cut-off date, to the Trust's asset base;

(e) The Trust Agreement dated as of January 22, 2024 (the "Trust Agreement"), between BRB, as Depositor, and Keyline Trust Company, National Association, as Owner Trustee, pursuant to which the Trust was created and the terms of its governance were established; and

(f) The Underwriting Agreement dated as of April 19, 2024 (the "Underwriting Agreement"), among the Trust, as Issuer, BRB, as Originator and Servicer, and Ashford Capital Markets LLC, as sole bookrunner and lead underwriter, pursuant to which the Trust agreed to issue and sell, and Ashford Capital Markets LLC agreed to purchase, the Tap Notes on the terms and subject to the conditions set forth therein.

The Base Indenture, the Supplemental Indenture, the Original SSA, Amendment No. 1, the Trust Agreement, and the Underwriting Agreement are collectively referred to herein as the "Transaction Documents."

B. Offering Documents

(g) The Registration Statement on Form SF-3 (Registration Statement No. 333-276891) of BRB, as Depositor, and the Trust, as Registrant, as originally filed with the Securities and Exchange Commission (the "SEC"), including the base prospectus filed on January 15, 2024, together with all exhibits thereto and all amendments and supplements thereto on or prior to the date hereof (the "Registration Statement"); and

(h) The Prospectus Supplement dated April 22, 2024, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offering of the Tap Notes (the "Prospectus Supplement"; together with the base prospectus included in the Registration Statement, the "Prospectus").

C. Other Documents and Items Reviewed

(i) The Officer's Certificate of BRB dated May 17, 2024, executed by Derek Ashworth, Treasurer & Head of Capital Markets of BRB, certifying as to certain factual matters relating to BRB and the transactions contemplated by the Transaction Documents;

(j) Certified copies of resolutions adopted by the Board of Directors of BRB on March 28, 2024, and April 12, 2024, authorizing the tap issuance of the Class A-2 Notes and the execution, delivery, and performance by BRB of each of the Transaction Documents to which BRB is a party in connection therewith;

(k) Good standing certificates with respect to BRB issued by the Office of the Comptroller of the Currency ("OCC") dated as of a recent date prior to the date hereof, and incumbency certificates with respect to the officers of BRB who have executed the Transaction Documents and other documents delivered in connection with the tap issuance;

(l) A certified copy of the Certificate of Trust of Belmont Ridge Equipment Trust 2024-A as filed with the Secretary of State of the State of Delaware on January 8, 2024, together with a certificate of good standing for the Trust issued by the Delaware Secretary of State dated as of a recent date prior to the date hereof;

(m) Confirmation letters from Pinnacle Ratings Group Inc. (assigning a rating of "AAA(sf)") and Crestline Ratings International LLC (assigning a rating of "Aaa(sf)") with respect to the Class A-2 Notes, including the Tap Notes, each dated on or about the date hereof;

(n) The bring-down comfort letter of Velthorn Accounting Group LLP dated May 17, 2024, addressed to BRB, the Trust, and Ashford Capital Markets LLC, updating and confirming certain financial and statistical information contained in the Prospectus; and

(o) Such other documents, certificates, records, instruments, agreements, and matters of law as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein.

III. Assumptions

In rendering the opinions expressed herein, we have, with your permission and without independent verification, assumed the following:

1. All signatures on all documents examined by us are genuine, and all natural persons executing such documents had, at the time of execution, the legal capacity to do so.

2. All documents submitted to us as originals are authentic, and all documents submitted to us as copies or facsimiles (including electronic copies) conform to the originals thereof.

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

4. Each party to the Transaction Documents (other than BRB and the Trust) has duly authorized, executed, and delivered each of the Transaction Documents to which it is a party, and each such Transaction Document constitutes a valid, binding, and enforceable obligation of each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity.

5. There has been no mutual mistake of fact or misunderstanding, fraud, duress, or undue influence with respect to any of the Transaction Documents or any of the transactions contemplated thereby.

6. All information contained in the Officer's Certificate of BRB, the incumbency certificates, the corporate resolutions, and all other certificates and documents delivered to us in connection with the transactions contemplated by the Transaction Documents is true, accurate, and complete, and no such information has been amended, modified, or superseded as of the date hereof.

7. There are no agreements, understandings, or arrangements (whether written or oral) among the parties to any of the Transaction Documents that would modify, supplement, or otherwise affect the terms of the Transaction Documents as reviewed by us.

8. The Indenture Trustee has duly authenticated the Tap Notes prior to their delivery, in accordance with the terms of the Indenture.

9. Payment for the Tap Notes has been or will be received by the Trust in the manner and in the amounts contemplated by the Underwriting Agreement.

IV. Qualifications and Limitations

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

1. Our opinions are limited to the federal laws of the United States of America and the laws of the State of New York, and we express no opinion as to the laws of any other jurisdiction. Without limiting the generality of the foregoing, we express no opinion as to the laws of the State of Delaware, including without limitation the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq. We understand that, in connection with the transactions contemplated by the Transaction Documents, you are relying on the opinion of Whitfield & Donahue LLP, Wilmington, Delaware, dated the date hereof, with respect to matters of Delaware law, including the valid formation and existence of the Trust under the Delaware Statutory Trust Act and related matters.

2. We are not opining on compliance with any state securities or "blue sky" laws, rules, or regulations of any state, territory, or jurisdiction of the United States. We express no opinion as to the availability of any exemption from registration under the securities laws of any state or other jurisdiction with respect to the offer and sale of the Tap Notes.

3. We express no opinion regarding the federal, state, local, or foreign tax treatment of the Tap Notes, the Trust, or any holder of the Tap Notes, or regarding any tax consequences arising out of or in connection with the transactions contemplated by the Transaction Documents.

4. Our enforceability opinions set forth below are subject to (a) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights generally, and (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 enforceability is considered in a proceeding in equity or at law.

5. We express no opinion as to the enforceability of any provision of the Transaction Documents that purports to (a) waive or restrict any right or remedy of any party that cannot be waived or restricted under applicable law, (b) confer jurisdiction on, or require proceedings to be brought in, any particular court or forum, to the extent such provision may be subject to applicable law regarding the selection of a proper or convenient forum for adjudication, (c) waive the right to a trial by jury, (d) establish evidentiary standards, or (e) provide for liquidated damages, penalties, or forfeitures that a court may determine to be unreasonable or disproportionate to actual damages.

6. Our negative assurance statement set forth in Opinion 12 below is given as of the date hereof only and is subject to the additional limitations and qualifications set forth in connection with such opinion. Such negative assurance does not encompass any financial statements, financial schedules, statistical data, or other financial, accounting, or statistical information included in, incorporated by reference into, or omitted from the Prospectus, all of which have been excluded from the scope of our review for purposes of such negative assurance.

7. We have not been asked to opine upon, and we express no opinion with respect to, the perfection or priority of any security interest in any collateral or assets of the Trust, or the characterization of the transfer of receivables from BRB to the Trust as a "true sale" or otherwise. We understand that you are relying on separate opinions of counsel with respect to such matters.

8. We note that certain provisions of the Transaction Documents may be rendered unenforceable by virtue of the application of the principles described in clauses (a) and (b) of paragraph 4 above, but the inclusion of such provisions does not render the Transaction Documents invalid as a whole, and there exist in the Transaction Documents, taken as a whole, legally adequate remedies for the practical realization of the principal benefits intended to be provided thereby.

V. Opinions

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

Opinion 1 — Due Organization and Good Standing of BRB

BRB is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with OCC Charter No. 91-4428. BRB has full corporate power and authority under its charter, its bylaws, and applicable federal law, including the National Bank Act, 12 U.S.C. §§ 1 et seq., to own, lease, and operate its properties and to conduct its business as presently conducted, including the origination and servicing of equipment-lease receivables of the types described in the Transaction Documents and the Prospectus.

Opinion 2 — Valid Existence of the Trust

Belmont Ridge Equipment Trust 2024-A has been duly formed and is validly existing as a Delaware statutory trust under the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq., as evidenced by the Certificate of Trust filed with the Secretary of State of the State of Delaware on January 8, 2024. The Trust has been assigned employer identification number (EIN) 88-4231957 by the Internal Revenue Service. We note that our opinion as to the valid existence of the Trust is based solely on our review of the Certificate of Trust and the certificate of good standing issued by the Delaware Secretary of State, and we defer to the opinion of Whitfield & Donahue LLP with respect to all other matters of Delaware law relating to the Trust.

Opinion 3 — Authorization and Due Execution

(a) The execution, delivery, and performance by BRB of each of the Supplemental Indenture, Amendment No. 1, and the Underwriting Agreement have been duly authorized by all necessary corporate action on the part of BRB, including the resolutions of the Board of Directors of BRB adopted on March 28, 2024, and April 12, 2024, and no further corporate action on the part of BRB is required in connection therewith.

(b) The execution, delivery, and performance by the Trust of each of the Supplemental Indenture, Amendment No. 1, and the Underwriting Agreement have been duly authorized by all necessary action on the part of the Trust, acting through Keyline Trust Company, National Association, as Owner Trustee, in accordance with the terms of the Trust Agreement, and no further action on the part of the Trust or the Owner Trustee is required in connection therewith.

(c) Each of the Supplemental Indenture, Amendment No. 1, and the Underwriting Agreement has been duly executed and delivered by BRB and the Trust.

Opinion 4 — Enforceability of the Supplemental Indenture

The Supplemental Indenture constitutes a valid and binding obligation of each of BRB, in its capacity as Servicer, and the Trust, in its capacity as Issuer, enforceable against each of them in accordance with its terms, subject to the qualifications and limitations set forth in Section IV hereof (including, without limitation, the bankruptcy and equitable limitations described in paragraph 4 thereof). The Supplemental Indenture is, by its terms, governed by and construed in accordance with the laws of the State of New York.

Opinion 5 — Enforceability of Amendment No. 1 to the Sale and Servicing Agreement

Amendment No. 1 constitutes a valid and binding obligation of each of BRB, in its capacities as Originator and Servicer, and the Trust, in its capacity as Issuer, enforceable against each of them in accordance with its terms, subject to the qualifications and limitations set forth in Section IV hereof (including, without limitation, the bankruptcy and equitable limitations described in paragraph 4 thereof). Amendment No. 1 is, by its terms, governed by and construed in accordance with the laws of the State of New York.

Opinion 6 — Enforceability of the Underwriting Agreement

The Underwriting Agreement constitutes a valid and binding obligation of each of BRB and the Trust, enforceable against each of them in accordance with its terms, subject to the qualifications and limitations set forth in Section IV hereof (including, without limitation, the bankruptcy and equitable limitations described in paragraph 4 thereof). The Underwriting Agreement is, by its terms, governed by and construed in accordance with the laws of the State of New York.

Opinion 7 — Due Authorization and Valid Issuance of the Tap Notes

(a) The issuance by the Trust of $48,000,000 aggregate principal amount of additional Class A-2 Notes (CUSIP 07839LAB3 / ISIN US07839LAB36) has been duly authorized pursuant to the terms and provisions of the Base Indenture, as supplemented by the Supplemental Indenture, and all conditions precedent to the issuance of the Tap Notes set forth in the Indenture have been satisfied or waived.

(b) When duly issued by the Trust, authenticated by the Indenture Trustee in accordance with the terms of the Indenture, and delivered to and paid for by Ashford Capital Markets LLC in accordance with the terms and conditions of the Underwriting Agreement, the Tap Notes will be validly issued, fully paid, and non-assessable (to the extent that such concepts are applicable to asset-backed securities issued by a Delaware statutory trust, which is not a corporation and with respect to which the concept of "assessability" does not apply in the same manner as it applies to shares of corporate stock).

(c) Upon issuance, the Tap Notes will be entitled to the benefits and subject to the terms and conditions of the Base Indenture, as supplemented by the Supplemental Indenture, including, without limitation, the lien on and security interest in the Trust Estate granted to the Indenture Trustee thereunder for the benefit of the holders of all Series 2024-A Notes.

(d) The Tap Notes are fungible with, and will form a single class with, the $220,000,000 aggregate principal amount of Original Class A-2 Notes issued on January 29, 2024. Upon issuance of the Tap Notes, the aggregate outstanding principal amount of Class A-2 Notes will be $268,000,000. The Tap Notes will have the same terms as the Original Class A-2 Notes in all respects, including without limitation the same interest rate, payment dates, and legal final maturity date. Following issuance, the Tap Notes will not be distinguishable from, and will be interchangeable with, the Original Class A-2 Notes.

Opinion 8 — No Violation or Conflict

Neither the execution and delivery by BRB and the Trust of the Supplemental Indenture, Amendment No. 1, or the Underwriting Agreement, nor the issuance and sale of the Tap Notes by the Trust, nor the consummation of any of the other transactions contemplated by the Transaction Documents will:

(i) violate, conflict with, or result in a breach of any provision of the charter or bylaws of BRB or the Trust Agreement of the Trust;

(ii) violate, conflict with, or constitute a breach of any applicable federal law, rule, or regulation of the United States or any applicable law, rule, or regulation of the State of New York known to us to be applicable to BRB or the Trust; or

(iii) result in a breach of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of BRB or the Trust (other than pursuant to the Indenture) under, any agreement, instrument, indenture, mortgage, deed of trust, or other obligation known to us to which BRB or the Trust is a party or by which BRB or the Trust or any of their respective properties or assets may be bound.

Opinion 9 — No Governmental Approvals Required

No consent, approval, authorization, order, registration, filing, or qualification of or with any federal or New York State court, regulatory body, administrative agency, or other governmental body or instrumentality is required for the execution, delivery, and performance by BRB or the Trust of any of the Transaction Documents to which BRB or the Trust is a party, or for the issuance, sale, and delivery of the Tap Notes by the Trust, except for (a) such consents, approvals, authorizations, registrations, and filings as have been obtained or made prior to the date hereof and are in full force and effect, including the filing of the Registration Statement (Registration Statement No. 333-276891) with the SEC, the effectiveness thereof, and the filing of the Prospectus Supplement with the SEC pursuant to Rule 424(b)(5) under the Securities Act, and (b) such additional filings and recordings as may be required to perfect or maintain the perfection of the security interests created under the Indenture (as to which we express no opinion).

Opinion 10 — Securities Act Registration

The Registration Statement on Form SF-3 (Registration Statement No. 333-276891) has been declared effective by the SEC under the Securities Act; the Prospectus Supplement relating to the Tap Notes has been duly filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act within the time period required by such rule; and, as of the date hereof, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been instituted or are pending before the SEC, and no notice of objection of the SEC to the use of the Registration Statement pursuant to Section 8(e) of the Securities Act has been received by BRB or the Trust, and no proceedings for that purpose have been initiated or, to our knowledge, threatened by the SEC.

Opinion 11 — Investment Company Act

The Trust is not, and immediately after giving effect to the issuance of the Tap Notes and the application of the net proceeds thereof as described in the Prospectus will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"). In reaching this opinion, we have relied upon the exemption from registration set forth in Section 3(c)(5) of the Investment Company Act and the rules and interpretive guidance of the SEC and its staff thereunder, and we have assumed that the Trust will be operated in the manner described in the Transaction Documents and the Prospectus.

Opinion 12 — 10b-5 Negative Assurance

In connection with our representation of BRB and the Trust in the transactions contemplated by the Transaction Documents, we have participated in conferences and discussions with officers and other representatives of BRB (including members of BRB's legal, finance, treasury, and capital markets departments), representatives of Ashford Capital Markets LLC, representatives of Velthorn Accounting Group LLP, and other persons, during which the contents of the Prospectus (including the Prospectus Supplement), the Transaction Documents, and related matters were discussed. We have also reviewed certain corporate records, documents, and other materials provided to us by BRB and its representatives, as well as certain publicly available information, in connection with our preparation of and participation in the preparation of the Prospectus.

Based upon and subject to the foregoing, and based upon our participation in the preparation of the Prospectus (including the Prospectus Supplement filed with the SEC on April 22, 2024, pursuant to Rule 424(b)(5) under the Securities Act) and the review of certain documents and proceedings referenced herein, but without independent verification of the facts, representations, and warranties contained therein and without having undertaken to determine independently the accuracy, completeness, or fairness of the statements contained in the Prospectus, nothing has come to our attention that causes us to believe that the Prospectus, as of the date of the Prospectus Supplement or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The foregoing negative assurance statement does not relate to, and we express no view with respect to:

(a) any financial statements, financial schedules, or other financial, statistical, or accounting data or information included in, incorporated by reference into, or omitted from the Prospectus, including without limitation the pool-level data tables, historical static pool performance data, weighted average life tables, and other quantitative information set forth therein;

(b) any reports, filings, or information filed or furnished by BRB or the Trust under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including without limitation any Form ABS-EE, Form 10-D, Form 10-K, or other periodic or current reports filed under the Exchange Act, whether or not incorporated by reference into the Registration Statement or the Prospectus; or

(c) the ratings assigned to the Tap Notes or any other Series 2024-A Notes by Pinnacle Ratings Group Inc. or Crestline Ratings International LLC.

We note that the scope and nature of our negative assurance are inherently limited. We are not experts in accounting, auditing, financial analysis, or statistical methods, and we have not been engaged to audit, review, or verify any financial or statistical data included in or omitted from the Prospectus. The negative assurance set forth above is provided solely in our capacity as legal counsel and is based on our participation in the activities described above and should not be construed as a guarantee or certification of the accuracy or completeness of the information contained in the Prospectus.

VI. Reliance and Benefit

This opinion letter is rendered solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Transaction Documents and may not be relied upon by any other person or entity, or used, circulated, quoted, or otherwise referred to for any other purpose, without our prior written consent in each instance; provided, however, that:

(i) the initial purchasers of the Tap Notes identified below may rely on this opinion letter to the same extent as if it were addressed directly to each of them:

• Northvale Asset Management LP;

• Summit Creek Capital Advisors LLC; and

• Iron Gate Insurance Company; and

(ii) Hargrove, Sato & Chen LLP, as counsel to Ashford Capital Markets LLC, may rely on this opinion letter in connection with the rendering of its own opinion letter delivered in connection with the tap issuance of the Class A-2 Notes.

This opinion letter is rendered as of the date hereof, and we speak only as of such date. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention, any changes in applicable law (including statutory, regulatory, or judicial developments) that may hereafter occur, or any amendments, supplements, or modifications to any of the Transaction Documents or other documents referenced herein that may hereafter be made. This opinion letter is limited to the matters expressly stated herein, and no opinion is to be implied or inferred beyond the matters expressly set forth herein.

VII. Conclusion

We are furnishing this opinion letter to you solely in connection with the issuance by the Trust of the Tap Notes as described herein, and this opinion letter may not be relied upon by you for any other purpose. This opinion letter is not to be construed as a guaranty of the performance by BRB or the Trust of their respective obligations under any of the Transaction Documents or the Tap Notes.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Francesca Morano

Title: Partner

250 Park Avenue, 40th Floor New York, New York 10177

FM/rkl Enclosures

cc: Whitfield & Donahue LLP (Wilmington, Delaware) Hargrove, Sato & Chen LLP (New York, New York) Velthorn Accounting Group LLP (New York, New York)

CALDERWOOD & HARKNESS LLP Attorneys at Law
250 Park Avenue, 40th Floor New York, New York 10177
Telephone: (212) 455-7200 Facsimile: (212) 455-7201 www.calderwoodharkness.com
May 17, 2024
Belmont Ridge Equipment Trust 2024-A c/o Keyline Trust Company, National Association, as Owner Trustee 2100 Market Street, Suite 800 Philadelphia, Pennsylvania 19103
Belmont Ridge Bank, National Association 600 Lexington Avenue, 32nd Floor New York, New York 10022
Ashford Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, New York 10179
Meridian Fiduciary Services, Inc., as Indenture Trustee 101 Barclay Street, 12th Floor New York, New York 10007
Ladies and Gentlemen:
Re: Belmont Ridge Equipment Trust 2024-A — $48,000,000 Class A-2 Notes (Tap Issuance), CUSIP 07839LAB3 / ISIN US07839LAB36
I. Introduction
Calderwood & Harkness LLP ("we," "us," or "our firm") has acted as counsel to Belmont Ridge Bank, National Association ("BRB"), a national banking association duly organized under the laws of the United States (OCC Charter No. 91-4428), and to Belmont Ridge Equipment Trust 2024-A (the "Trust"), a Delaware statutory trust, in connection with the issuance by the Trust of $48,000,000 aggregate principal amount of additional Class A-2 Notes (the "Tap Notes") under the Trust's Series 2024-A program.
The Tap Notes are being issued pursuant to Supplemental Indenture No. 2 dated as of April 19, 2024 (the "Supplemental Indenture"), supplementing the Indenture dated as of January 29, 2024 (the "Base Indenture"), among the Trust, as Issuer, BRB, as Servicer, and Meridian Fiduciary Services, Inc., as Indenture Trustee (the "Indenture Trustee"). The Base Indenture, as supplemented by the Supplemental Indenture, is referred to herein as the "Indenture."
The Tap Notes are fungible with, and will form a single class with, the existing $220,000,000 aggregate principal amount of Class A-2 Notes originally issued on January 29, 2024 (the "Original Class A-2 Notes"). Upon issuance of the Tap Notes, the aggregate principal amount of outstanding Class A-2 Notes will be $268,000,000, and the total aggregate principal amount of Series 2024-A Notes outstanding (including the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, and Class B Notes) will be $398,000,000.
The Tap Notes bear interest at a fixed rate of 5.78% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months (30/360 day count convention), payable monthly on the 15th day of each calendar month, commencing June 15, 2024, and have a legal final maturity date of January 15, 2029. The Tap Notes are being issued at a dollar price of 100.125% of par, yielding gross proceeds of $48,060,000, less an underwriting discount of $144,000 (representing 30 basis points of the aggregate principal amount of the Tap Notes), resulting in net proceeds to the Trust of $47,916,000. Such net proceeds will be applied by the Trust to acquire additional equipment-lease receivables from BRB, as Originator, in accordance with Amendment No. 1 (as defined below) and the other Transaction Documents.
This opinion letter is delivered to you pursuant to Section 7(e) of the Underwriting Agreement dated as of April 19, 2024 (the "Underwriting Agreement"), among the Trust, BRB (as Originator and Servicer), and Ashford Capital Markets LLC (as sole bookrunner and lead underwriter), as a condition precedent to the closing of the tap issuance on the date hereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Transaction Documents (as defined below).
II. Documents Examined
In rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:
A. Transaction Documents
(a) The Indenture dated as of January 29, 2024 (the "Base Indenture"), among the Trust, as Issuer, BRB, as Servicer, and Meridian Fiduciary Services, Inc., as Indenture Trustee, pursuant to which the Trust's Series 2024-A Notes were originally authorized and issued;
(b) Supplemental Indenture No. 2 dated as of April 19, 2024 (the "Supplemental Indenture"), among the Trust, as Issuer, BRB, as Servicer, and Meridian Fiduciary Services, Inc., as Indenture Trustee, authorizing the issuance of $48,000,000 aggregate principal amount of additional Class A-2 Notes and setting forth the terms and conditions applicable thereto;
(c) The Sale and Servicing Agreement dated as of January 29, 2024 (the "Original SSA"), among BRB, as Originator and Servicer, the Trust, as Issuer, and Meridian Fiduciary Services, Inc., as Indenture Trustee, pursuant to which BRB sold, transferred, and assigned to the Trust the initial pool of equipment-lease receivables and agreed to service such receivables on behalf of the Trust;
(d) Amendment No. 1 to the Sale and Servicing Agreement dated as of April 19, 2024 ("Amendment No. 1"), among BRB, as Originator and Servicer, the Trust, as Issuer, and Meridian Fiduciary Services, Inc., as Indenture Trustee, adding the tap pool receivables, consisting of 1,247 equipment-lease contracts with an aggregate discounted receivable balance of approximately $49,344,000 as of the applicable cut-off date, to the Trust's asset base;
(e) The Trust Agreement dated as of January 22, 2024 (the "Trust Agreement"), between BRB, as Depositor, and Keyline Trust Company, National Association, as Owner Trustee, pursuant to which the Trust was created and the terms of its governance were established; and
(f) The Underwriting Agreement dated as of April 19, 2024 (the "Underwriting Agreement"), among the Trust, as Issuer, BRB, as Originator and Servicer, and Ashford Capital Markets LLC, as sole bookrunner and lead underwriter, pursuant to which the Trust agreed to issue and sell, and Ashford Capital Markets LLC agreed to purchase, the Tap Notes on the terms and subject to the conditions set forth therein.
The Base Indenture, the Supplemental Indenture, the Original SSA, Amendment No. 1, the Trust Agreement, and the Underwriting Agreement are collectively referred to herein as the "Transaction Documents."
B. Offering Documents
(g) The Registration Statement on Form SF-3 (Registration Statement No. 333-276891) of BRB, as Depositor, and the Trust, as Registrant, as originally filed with the Securities and Exchange Commission (the "SEC"), including the base prospectus filed on January 15, 2024, together with all exhibits thereto and all amendments and supplements thereto on or prior to the date hereof (the "Registration Statement"); and
(h) The Prospectus Supplement dated April 22, 2024, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offering of the Tap Notes (the "Prospectus Supplement"; together with the base prospectus included in the Registration Statement, the "Prospectus").
C. Other Documents and Items Reviewed
(i) The Officer's Certificate of BRB dated May 17, 2024, executed by Derek Ashworth, Treasurer & Head of Capital Markets of BRB, certifying as to certain factual matters relating to BRB and the transactions contemplated by the Transaction Documents;
(j) Certified copies of resolutions adopted by the Board of Directors of BRB on March 28, 2024, and April 12, 2024, authorizing the tap issuance of the Class A-2 Notes and the execution, delivery, and performance by BRB of each of the Transaction Documents to which BRB is a party in connection therewith;
(k) Good standing certificates with respect to BRB issued by the Office of the Comptroller of the Currency ("OCC") dated as of a recent date prior to the date hereof, and incumbency certificates with respect to the officers of BRB who have executed the Transaction Documents and other documents delivered in connection with the tap issuance;
(l) A certified copy of the Certificate of Trust of Belmont Ridge Equipment Trust 2024-A as filed with the Secretary of State of the State of Delaware on January 8, 2024, together with a certificate of good standing for the Trust issued by the Delaware Secretary of State dated as of a recent date prior to the date hereof;
(m) Confirmation letters from Pinnacle Ratings Group Inc. (assigning a rating of "AAA(sf)") and Crestline Ratings International LLC (assigning a rating of "Aaa(sf)") with respect to the Class A-2 Notes, including the Tap Notes, each dated on or about the date hereof;
(n) The bring-down comfort letter of Velthorn Accounting Group LLP dated May 17, 2024, addressed to BRB, the Trust, and Ashford Capital Markets LLC, updating and confirming certain financial and statistical information contained in the Prospectus; and
(o) Such other documents, certificates, records, instruments, agreements, and matters of law as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein.
III. Assumptions
In rendering the opinions expressed herein, we have, with your permission and without independent verification, assumed the following:
1.  All signatures on all documents examined by us are genuine, and all natural persons executing such documents had, at the time of execution, the legal capacity to do so.
2.  All documents submitted to us as originals are authentic, and all documents submitted to us as copies or facsimiles (including electronic copies) conform to the originals thereof.
3.  Each party to the Transaction Documents (other than BRB and the Trust) has been duly organized or formed, as applicable, is validly existing and in good standing under the laws of its respective jurisdiction of organization or formation, and has all requisite corporate, trust, or other organizational power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party.
4.  Each party to the Transaction Documents (other than BRB and the Trust) has duly authorized, executed, and delivered each of the Transaction Documents to which it is a party, and each such Transaction Document constitutes a valid, binding, and enforceable obligation of each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity.
5.  There has been no mutual mistake of fact or misunderstanding, fraud, duress, or undue influence with respect to any of the Transaction Documents or any of the transactions contemplated thereby.
6.  All information contained in the Officer's Certificate of BRB, the incumbency certificates, the corporate resolutions, and all other certificates and documents delivered to us in connection with the transactions contemplated by the Transaction Documents is true, accurate, and complete, and no such information has been amended, modified, or superseded as of the date hereof.
7.  There are no agreements, understandings, or arrangements (whether written or oral) among the parties to any of the Transaction Documents that would modify, supplement, or otherwise affect the terms of the Transaction Documents as reviewed by us.
8.  The Indenture Trustee has duly authenticated the Tap Notes prior to their delivery, in accordance with the terms of the Indenture.
9.  Payment for the Tap Notes has been or will be received by the Trust in the manner and in the amounts contemplated by the Underwriting Agreement.
IV. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications and limitations:
1.  Our opinions are limited to the federal laws of the United States of America and the laws of the State of New York, and we express no opinion as to the laws of any other jurisdiction. Without limiting the generality of the foregoing, we express no opinion as to the laws of the State of Delaware, including without limitation the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq. We understand that, in connection with the transactions contemplated by the Transaction Documents, you are relying on the opinion of Whitfield & Donahue LLP, Wilmington, Delaware, dated the date hereof, with respect to matters of Delaware law, including the valid formation and existence of the Trust under the Delaware Statutory Trust Act and related matters.
2.  We are not opining on compliance with any state securities or "blue sky" laws, rules, or regulations of any state, territory, or jurisdiction of the United States. We express no opinion as to the availability of any exemption from registration under the securities laws of any state or other jurisdiction with respect to the offer and sale of the Tap Notes.
3.  We express no opinion regarding the federal, state, local, or foreign tax treatment of the Tap Notes, the Trust, or any holder of the Tap Notes, or regarding any tax consequences arising out of or in connection with the transactions contemplated by the Transaction Documents.
4.  Our enforceability opinions set forth below are subject to (a) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights generally, and (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 enforceability is considered in a proceeding in equity or at law.
5.  We express no opinion as to the enforceability of any provision of the Transaction Documents that purports to (a) waive or restrict any right or remedy of any party that cannot be waived or restricted under applicable law, (b) confer jurisdiction on, or require proceedings to be brought in, any particular court or forum, to the extent such provision may be subject to applicable law regarding the selection of a proper or convenient forum for adjudication, (c) waive the right to a trial by jury, (d) establish evidentiary standards, or (e) provide for liquidated damages, penalties, or forfeitures that a court may determine to be unreasonable or disproportionate to actual damages.
6.  Our negative assurance statement set forth in Opinion 12 below is given as of the date hereof only and is subject to the additional limitations and qualifications set forth in connection with such opinion. Such negative assurance does not encompass any financial statements, financial schedules, statistical data, or other financial, accounting, or statistical information included in, incorporated by reference into, or omitted from the Prospectus, all of which have been excluded from the scope of our review for purposes of such negative assurance.
7.  We have not been asked to opine upon, and we express no opinion with respect to, the perfection or priority of any security interest in any collateral or assets of the Trust, or the characterization of the transfer of receivables from BRB to the Trust as a "true sale" or otherwise. We understand that you are relying on separate opinions of counsel with respect to such matters.
8.  We note that certain provisions of the Transaction Documents may be rendered unenforceable by virtue of the application of the principles described in clauses (a) and (b) of paragraph 4 above, but the inclusion of such provisions does not render the Transaction Documents invalid as a whole, and there exist in the Transaction Documents, taken as a whole, legally adequate remedies for the practical realization of the principal benefits intended to be provided thereby.
V. Opinions
Based upon the foregoing and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that:
Opinion 1 — Due Organization and Good Standing of BRB
BRB is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with OCC Charter No. 91-4428. BRB has full corporate power and authority under its charter, its bylaws, and applicable federal law, including the National Bank Act, 12 U.S.C. §§ 1 et seq., to own, lease, and operate its properties and to conduct its business as presently conducted, including the origination and servicing of equipment-lease receivables of the types described in the Transaction Documents and the Prospectus.
Opinion 2 — Valid Existence of the Trust
Belmont Ridge Equipment Trust 2024-A has been duly formed and is validly existing as a Delaware statutory trust under the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq., as evidenced by the Certificate of Trust filed with the Secretary of State of the State of Delaware on January 8, 2024. The Trust has been assigned employer identification number (EIN) 88-4231957 by the Internal Revenue Service. We note that our opinion as to the valid existence of the Trust is based solely on our review of the Certificate of Trust and the certificate of good standing issued by the Delaware Secretary of State, and we defer to the opinion of Whitfield & Donahue LLP with respect to all other matters of Delaware law relating to the Trust.
Opinion 3 — Authorization and Due Execution
(a) The execution, delivery, and performance by BRB of each of the Supplemental Indenture, Amendment No. 1, and the Underwriting Agreement have been duly authorized by all necessary corporate action on the part of BRB, including the resolutions of the Board of Directors of BRB adopted on March 28, 2024, and April 12, 2024, and no further corporate action on the part of BRB is required in connection therewith.
(b) The execution, delivery, and performance by the Trust of each of the Supplemental Indenture, Amendment No. 1, and the Underwriting Agreement have been duly authorized by all necessary action on the part of the Trust, acting through Keyline Trust Company, National Association, as Owner Trustee, in accordance with the terms of the Trust Agreement, and no further action on the part of the Trust or the Owner Trustee is required in connection therewith.
(c) Each of the Supplemental Indenture, Amendment No. 1, and the Underwriting Agreement has been duly executed and delivered by BRB and the Trust.
Opinion 4 — Enforceability of the Supplemental Indenture
The Supplemental Indenture constitutes a valid and binding obligation of each of BRB, in its capacity as Servicer, and the Trust, in its capacity as Issuer, enforceable against each of them in accordance with its terms, subject to the qualifications and limitations set forth in Section IV hereof (including, without limitation, the bankruptcy and equitable limitations described in paragraph 4 thereof). The Supplemental Indenture is, by its terms, governed by and construed in accordance with the laws of the State of New York.
Opinion 5 — Enforceability of Amendment No. 1 to the Sale and Servicing Agreement
Amendment No. 1 constitutes a valid and binding obligation of each of BRB, in its capacities as Originator and Servicer, and the Trust, in its capacity as Issuer, enforceable against each of them in accordance with its terms, subject to the qualifications and limitations set forth in Section IV hereof (including, without limitation, the bankruptcy and equitable limitations described in paragraph 4 thereof). Amendment No. 1 is, by its terms, governed by and construed in accordance with the laws of the State of New York.
Opinion 6 — Enforceability of the Underwriting Agreement
The Underwriting Agreement constitutes a valid and binding obligation of each of BRB and the Trust, enforceable against each of them in accordance with its terms, subject to the qualifications and limitations set forth in Section IV hereof (including, without limitation, the bankruptcy and equitable limitations described in paragraph 4 thereof). The Underwriting Agreement is, by its terms, governed by and construed in accordance with the laws of the State of New York.
Opinion 7 — Due Authorization and Valid Issuance of the Tap Notes
(a) The issuance by the Trust of $48,000,000 aggregate principal amount of additional Class A-2 Notes (CUSIP 07839LAB3 / ISIN US07839LAB36) has been duly authorized pursuant to the terms and provisions of the Base Indenture, as supplemented by the Supplemental Indenture, and all conditions precedent to the issuance of the Tap Notes set forth in the Indenture have been satisfied or waived.
(b) When duly issued by the Trust, authenticated by the Indenture Trustee in accordance with the terms of the Indenture, and delivered to and paid for by Ashford Capital Markets LLC in accordance with the terms and conditions of the Underwriting Agreement, the Tap Notes will be validly issued, fully paid, and non-assessable (to the extent that such concepts are applicable to asset-backed securities issued by a Delaware statutory trust, which is not a corporation and with respect to which the concept of "assessability" does not apply in the same manner as it applies to shares of corporate stock).
(c) Upon issuance, the Tap Notes will be entitled to the benefits and subject to the terms and conditions of the Base Indenture, as supplemented by the Supplemental Indenture, including, without limitation, the lien on and security interest in the Trust Estate granted to the Indenture Trustee thereunder for the benefit of the holders of all Series 2024-A Notes.
(d) The Tap Notes are fungible with, and will form a single class with, the $220,000,000 aggregate principal amount of Original Class A-2 Notes issued on January 29, 2024. Upon issuance of the Tap Notes, the aggregate outstanding principal amount of Class A-2 Notes will be $268,000,000. The Tap Notes will have the same terms as the Original Class A-2 Notes in all respects, including without limitation the same interest rate, payment dates, and legal final maturity date. Following issuance, the Tap Notes will not be distinguishable from, and will be interchangeable with, the Original Class A-2 Notes.
Opinion 8 — No Violation or Conflict
Neither the execution and delivery by BRB and the Trust of the Supplemental Indenture, Amendment No. 1, or the Underwriting Agreement, nor the issuance and sale of the Tap Notes by the Trust, nor the consummation of any of the other transactions contemplated by the Transaction Documents will:
(i) violate, conflict with, or result in a breach of any provision of the charter or bylaws of BRB or the Trust Agreement of the Trust;
(ii) violate, conflict with, or constitute a breach of any applicable federal law, rule, or regulation of the United States or any applicable law, rule, or regulation of the State of New York known to us to be applicable to BRB or the Trust; or
(iii) result in a breach of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of BRB or the Trust (other than pursuant to the Indenture) under, any agreement, instrument, indenture, mortgage, deed of trust, or other obligation known to us to which BRB or the Trust is a party or by which BRB or the Trust or any of their respective properties or assets may be bound.
Opinion 9 — No Governmental Approvals Required
No consent, approval, authorization, order, registration, filing, or qualification of or with any federal or New York State court, regulatory body, administrative agency, or other governmental body or instrumentality is required for the execution, delivery, and performance by BRB or the Trust of any of the Transaction Documents to which BRB or the Trust is a party, or for the issuance, sale, and delivery of the Tap Notes by the Trust, except for (a) such consents, approvals, authorizations, registrations, and filings as have been obtained or made prior to the date hereof and are in full force and effect, including the filing of the Registration Statement (Registration Statement No. 333-276891) with the SEC, the effectiveness thereof, and the filing of the Prospectus Supplement with the SEC pursuant to Rule 424(b)(5) under the Securities Act, and (b) such additional filings and recordings as may be required to perfect or maintain the perfection of the security interests created under the Indenture (as to which we express no opinion).
Opinion 10 — Securities Act Registration
The Registration Statement on Form SF-3 (Registration Statement No. 333-276891) has been declared effective by the SEC under the Securities Act; the Prospectus Supplement relating to the Tap Notes has been duly filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act within the time period required by such rule; and, as of the date hereof, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been instituted or are pending before the SEC, and no notice of objection of the SEC to the use of the Registration Statement pursuant to Section 8(e) of the Securities Act has been received by BRB or the Trust, and no proceedings for that purpose have been initiated or, to our knowledge, threatened by the SEC.
Opinion 11 — Investment Company Act
The Trust is not, and immediately after giving effect to the issuance of the Tap Notes and the application of the net proceeds thereof as described in the Prospectus will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"). In reaching this opinion, we have relied upon the exemption from registration set forth in Section 3(c)(5) of the Investment Company Act and the rules and interpretive guidance of the SEC and its staff thereunder, and we have assumed that the Trust will be operated in the manner described in the Transaction Documents and the Prospectus.
Opinion 12 — 10b-5 Negative Assurance
In connection with our representation of BRB and the Trust in the transactions contemplated by the Transaction Documents, we have participated in conferences and discussions with officers and other representatives of BRB (including members of BRB's legal, finance, treasury, and capital markets departments), representatives of Ashford Capital Markets LLC, representatives of Velthorn Accounting Group LLP, and other persons, during which the contents of the Prospectus (including the Prospectus Supplement), the Transaction Documents, and related matters were discussed. We have also reviewed certain corporate records, documents, and other materials provided to us by BRB and its representatives, as well as certain publicly available information, in connection with our preparation of and participation in the preparation of the Prospectus.
Based upon and subject to the foregoing, and based upon our participation in the preparation of the Prospectus (including the Prospectus Supplement filed with the SEC on April 22, 2024, pursuant to Rule 424(b)(5) under the Securities Act) and the review of certain documents and proceedings referenced herein, but without independent verification of the facts, representations, and warranties contained therein and without having undertaken to determine independently the accuracy, completeness, or fairness of the statements contained in the Prospectus, nothing has come to our attention that causes us to believe that the Prospectus, as of the date of the Prospectus Supplement or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The foregoing negative assurance statement does not relate to, and we express no view with respect to:
(a) any financial statements, financial schedules, or other financial, statistical, or accounting data or information included in, incorporated by reference into, or omitted from the Prospectus, including without limitation the pool-level data tables, historical static pool performance data, weighted average life tables, and other quantitative information set forth therein;
(b) any reports, filings, or information filed or furnished by BRB or the Trust under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including without limitation any Form ABS-EE, Form 10-D, Form 10-K, or other periodic or current reports filed under the Exchange Act, whether or not incorporated by reference into the Registration Statement or the Prospectus; or
(c) the ratings assigned to the Tap Notes or any other Series 2024-A Notes by Pinnacle Ratings Group Inc. or Crestline Ratings International LLC.
We note that the scope and nature of our negative assurance are inherently limited. We are not experts in accounting, auditing, financial analysis, or statistical methods, and we have not been engaged to audit, review, or verify any financial or statistical data included in or omitted from the Prospectus. The negative assurance set forth above is provided solely in our capacity as legal counsel and is based on our participation in the activities described above and should not be construed as a guarantee or certification of the accuracy or completeness of the information contained in the Prospectus.
VI. Reliance and Benefit
This opinion letter is rendered solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Transaction Documents and may not be relied upon by any other person or entity, or used, circulated, quoted, or otherwise referred to for any other purpose, without our prior written consent in each instance; provided, however, that:
(i) the initial purchasers of the Tap Notes identified below may rely on this opinion letter to the same extent as if it were addressed directly to each of them:
•  Northvale Asset Management LP;
•  Summit Creek Capital Advisors LLC; and
•  Iron Gate Insurance Company; and
(ii) Hargrove, Sato & Chen LLP, as counsel to Ashford Capital Markets LLC, may rely on this opinion letter in connection with the rendering of its own opinion letter delivered in connection with the tap issuance of the Class A-2 Notes.
This opinion letter is rendered as of the date hereof, and we speak only as of such date. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention, any changes in applicable law (including statutory, regulatory, or judicial developments) that may hereafter occur, or any amendments, supplements, or modifications to any of the Transaction Documents or other documents referenced herein that may hereafter be made. This opinion letter is limited to the matters expressly stated herein, and no opinion is to be implied or inferred beyond the matters expressly set forth herein.
VII. Conclusion
We are furnishing this opinion letter to you solely in connection with the issuance by the Trust of the Tap Notes as described herein, and this opinion letter may not be relied upon by you for any other purpose. This opinion letter is not to be construed as a guaranty of the performance by BRB or the Trust of their respective obligations under any of the Transaction Documents or the Tap Notes.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Francesca Morano
Title: Partner
250 Park Avenue, 40th Floor New York, New York 10177
FM/rkl Enclosures
cc: Whitfield & Donahue LLP (Wilmington, Delaware) Hargrove, Sato & Chen LLP (New York, New York) Velthorn Accounting Group LLP (New York, New York)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

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