the Registration Statement;

the Underwriting Agreement dated May 4, 2021 (the “Underwriting Agreement”) among Carlyle Finance L.L.C. (the “Company”), the Guarantors named therein, to include the Québec Guarantor, and the underwriters named therein pursuant to which such underwriters have agreed to purchase $ 400,000,000 aggregate principal amount of 4.625% Subordinated Notes due 2061 (the “Notes”) issued by Carlyle Finance L.L.C. and unconditionally guaranteed by the Guarantors (such transaction, the “Notes Offering”);

the Subordinated Indenture dated as of May 11, 2021 (the “Base Indenture”) among the Company, the Guarantors named therein, to include the Québec Guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of May 11, 2021 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Guarantors and the Trustee, which provides, inter alia for the guarantees by the Québec Guarantor and the other Guarantors of the Notes (the “Guarantees”);

a duplicate of the global note representing the Notes; and

the limited partnership agreements, as amended and restated, of the Québec Guarantor and of Carlyle Holdings III GP (the “Partnership Agreements”), among the general partners and the limited partners party thereto.

with respect to all documents examined by us, the signatures are genuine, the individuals signing such documents had legal capacity at the time of signing, all documents submitted to us as originals are authentic, and certified, conformed or photocopied copies, or copies transmitted electronically or by facsimile, conform to the authentic original documents;

the indices and records in all filing systems maintained in all public offices where we have searched or inquired or have caused searches or inquiries to be conducted are accurate and current, and all certificates and information issued or provided pursuant thereto are and remain accurate and complete;

the facts stated in the Certificates of Attestation are accurate as of the date given and continue to be true as of the date hereof; and

at the time of execution, delivery and performance of the Notes and the Guarantees, the Indenture will be the valid and legally binding obligation of each party thereto other than the Québec Guarantor.

Each of the Québec Guarantor and Carlyle Holdings III GP has been duly formed and organized, is validly existing as a limited partnership under the laws of Québec, is duly registered under An Act respecting the legal publicity of enterprises (Québec) (the “Publicity Act”), is not in default of its obligations to file annual declarations pursuant to the Publicity Act and is not in noncompliance with any request made under Section 73 of the Publicity Act.

Each of the Québec Guarantor and Carlyle Holdings III GP has the partnership power and authority to own or lease its property and has taken all necessary corporate action to authorize the execution, delivery and performance by the Québec Guarantor of its obligation under the Indenture and the Guarantees.

Assuming due authentication of the Notes by the Trustee and upon payment for and delivery of the Notes in accordance with the Underwriting Agreement, the Guarantees will constitute valid and legally binding obligations of the Québec Guarantor enforceable against the Québec Guarantor in accordance with their terms.

Assuming due authentication of the Notes by the Trustee and upon payment for and delivery of the Notes in accordance with the Underwriting Agreement, the execution and delivery by the Québec Guarantor of the Indenture and the Guarantees, and the performance by the Québec Guarantor of its obligations thereunder, and the consummation of the Notes Offering will not, as applicable, contravene any provision of Québec law or the provisions of the Partnership Agreements and the declaration of registration, as amended, of the Québec Guarantor or any agreement or other instrument binding upon the Québec Guarantor.