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“Merger Agreement”), dated as of November 5, 2025, by and among Schwab, Ember-Falcon Merger Sub, Inc., a wholly owned subsidiary of Schwab (“Merger
Sub”), and Forge Global Holdings, Inc., a Delaware corporation (“Forge”), pursuant to which Merger Sub merged with and into Forge, with Forge surviving the merger and becoming a wholly owned subsidiary of Schwab.
In connection with the opinion set forth herein, we have examined and relied on originals, or duplicates or certified or conformed copies,
identified to our satisfaction, of such documents, corporate records, agreements, certificates, and other instruments and such matters of law, in each case, as we have deemed necessary or appropriate for the purposes of this opinion, including
(i) the Registration Statement, (ii) the Merger Agreement, (iii) the Amended and Restated Certificate of Incorporation of Schwab, as in effect as of the date hereof, (iv) the Amended and Restated
By-Laws of Schwab, as in effect as of the date hereof, (v) certain resolutions of the Board of Directors of Schwab relating to the approval of the transactions contemplated by the Merger Agreement,
including the conversion and assumption of the Assumed Awards, and registration of the Common Shares related to the Assumed Awards, and (vi) a copy of the 2025 Plan and the 2022 Plan. We have also conducted such investigations of fact and law
as we have deemed necessary or advisable for purposes of this opinion. As to questions of fact material to this opinion, we have relied, with your approval, upon oral and written representations of Schwab and certificates or comparable documents of
public officials and of officers and representatives of Schwab.
In making such examination and rendering this opinion, we have assumed
without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the authenticity of the originals of such documents submitted to us as certified copies, the conformity to originals of all
documents submitted to us as copies, the authenticity of the originals of such documents, that all documents submitted to us as certified copies are true and correct copies of such originals and the legal capacity, power and authority of all
individuals executing any of the foregoing documents.
Based upon and subject to the foregoing examination and in reliance thereon, and
subject to the qualifications, assumptions and limitations stated herein and in reliance on statements of fact contained in the documents that we have examined or reviewed, we are of the opinion that the Common Shares to be issued by Schwab upon the
settlement of the Assumed Awards will be, upon issuance, duly authorized and, when issued, delivered and paid for in accordance with the terms thereof and of the 2025 Plan and 2022 Plan, such Common Shares will be validly issued, fully paid and
nonassessable.
The opinion set forth above is subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law) and (c) an implied
covenant of good faith and fair dealing. We are members of the bar of the State of New York. Schwab is a Delaware corporation, and we have not considered, and we express no opinion as to, any law other than laws of the State of New York and the
Delaware General Corporation Law (including the statutory provisions and reported judicial decisions interpreting the foregoing), in each case as in effect on the date hereof.
