October 1, 2026
Runway Growth Finance Corp.
205 N. Michigan Ave., Suite 4200
Chicago, Illinois 60601
Re: Registration Statement on Form N-2
Ladies and Gentlemen:
We have acted as counsel to Runway Growth Finance Corp., a Maryland corporation (the “Company”), in connection with the public offering of $46,329,125 in aggregate principal amount (including $1,329,125 aggregate principal amount of the underwriters’ overallotment option exercised in part) of the Company’s 7.75% unsecured notes due 2031 (the “Notes”), pursuant to the Company’s registration statement on Form N-2 (File No. 333-284781) (as amended as of the date hereof, the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) and previously declared effective by the Commission on March 19, 2025, relating to the public offering of securities of the Company that may be offered by the Company from time to time as set forth in the prospectus dated March 19, 2025, which was included in the Registration Statement and forms a part of the Registration Statement (the “Prospectus”), and as may be set forth from time to time in amounts, at prices, and on terms to be set forth in one or more supplements to the Prospectus. This opinion letter is rendered in connection with such public offering of the Notes, as described in the prospectus supplement dated September 24, 2026 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”). All of the Notes are to be sold by the Company as described in the Registration Statement and related Prospectus and Prospectus Supplement. This opinion letter is being furnished to the Company in accordance with the requirements of Item 25 of Form N-2 under the Securities Act, and no opinion is expressed herein as to any matter other than as to the legality of the Indenture (as defined below) and the Notes.
The Notes have been issued pursuant to the indenture dated as of July 28, 2022 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture, dated as of October 1, 2026 (together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
In rendering the opinions expressed below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments and such agreements, certificates and receipts of public officials, certificates of officers

