Gladstone Capital Corporation
November 22, 2024
Page 2
5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent
date;
6. Resolutions (the Resolutions) adopted by the Board of Directors of the Company (the Board), relating to,
among other matters, (a) the sale and issuance of the Shares and (b) the authorization of the execution, delivery and performance by the Company of the Dealer Manager Agreement, certified as of the date hereof by an officer of the Company;
7. The Dealer Manager Agreement, dated as of May 31, 2023 (the Dealer Manager Agreement), by and between the Company and
Gladstone Securities, LLC, a Connecticut limited liability company;
8. A certificate executed by an officer of the Company, dated as of
the date hereof; and
9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth
below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have
assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is
legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly
authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and
delivered each of the Documents to which such party is a signatory, and such partys obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents
are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or