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📜 Legal Opinion · Closing-ready

Sterling & Voss LLP

Attorneys at Law · New York · London · São Paulo

April 15, 2026

Acme Capital Partners, L.P.
One Battery Park Plaza
New York, NY 10004

Re: Series C Preferred Stock Issuance — Opinion of Counsel

Ladies and Gentlemen:

We have acted as counsel to TechCorp Holdings, Inc. (the "Company") in connection with the issuance and sale of Series C Preferred Stock pursuant to that certain Series C Preferred Stock Purchase Agreement dated as of April 15, 2026.

1.The Company is duly incorporated under Delaware General Corporation Law § 101 and validly existing in good standing.

2.The issuance does not violate the registration requirements of Securities Act of 1933, Section 4(a)(2), given the limited and accredited nature of the offering.

3.Based upon the principles set forth in SEC v. Ralston Purina Co., 346 U.S. 119 (1953), the offering qualifies for the private placement exemption.

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Opinion of Counsel

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Table of Authorities

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Risk Analysis

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Compliance Declaration

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All authorities verified. Every statute and case confirmed against the official source before delivery.

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