Document

We have represented Assured Guaranty US Holdings Inc., a Delaware corporation (“AGUS”), and Assured Guaranty Municipal Holdings Inc., a New York corporation (“AGMH”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-3 (the “Registration Statement”) relating to debt securities of AGUS (the “AGUS Debt Securities”) and to debt securities of AGMH (the “AGMH Debt Securities”). We have also represented Assured Guaranty Ltd., a Bermuda exempted company (“AGL”), in connection with the preparation and filing with the Commission pursuant to the Securities Act of the Registration Statement relating to: (i) debt securities of AGL (the “AGL Debt Securities”); (ii) guarantees by AGL (the “AGL Guarantees”) of each of the AGUS Debt Securities and the AGMH Debt Securities; (iii) warrants of AGL (the “Warrants”) to be issued pursuant to the terms of one or more warrant agreements (the “Warrant Agreements”) to be entered into prior to the issuance of the Warrants; (iv) depositary shares of AGL (the “Depositary Shares”); (v) share purchase contracts of AGL (the “Share Purchase Contracts”); and (vi) share purchase units of AGL (the “Share Purchase Units”). All such securities of AGUS, AGMH and AGL registered under the Registration Statement are collectively referred to herein as the “Securities.” Certain terms of the Securities will be established by or pursuant to resolutions of the Board of Directors of AGUS, AGMH and/or AGL, as applicable, (the “Corporate Proceedings”).

In rendering the opinions expressed herein, we have examined and relied upon such documents, corporate records, certificates of public officials and certificates as to factual matters executed by officers of AGUS, AGMH or AGL as we have deemed necessary or appropriate. We have assumed the authenticity, accuracy and completeness of all documents, records and certificates submitted to us as originals, the conformity to the originals of all documents, records and certificates submitted to us as copies and the authenticity, accuracy and completeness of the originals of all documents, records and certificates submitted to us as copies. We have assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered.

(i)The AGUS Debt Securities and the AGMH Debt Securities have each been duly authorized for issuance by AGUS and AGMH, respectively, and, assuming the completion of the Corporate Proceedings with respect thereto and the consistency of the terms thereof with the description of the AGUS Debt Securities and the AGMH Debt Securities, respectively, contained in the Registration Statement and any applicable prospectus supplement, when duly executed and delivered and authenticated in accordance with the indenture under which they are to be issued and when payment therefor is received, will constitute valid and legally binding obligations of AGUS and AGMH, respectively, enforceable against AGUS and AGMH, respectively, in accordance with their terms, subject, as to enforceability, to any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of creditors’ rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(ii)The AGL Debt Securities, assuming the due authorization thereof, the completion of the Corporate Proceedings with respect thereto and the consistency of the terms thereof with the description of the AGL Debt Securities contained in the Registration Statement and any applicable prospectus supplement, when duly executed and delivered and authenticated in accordance with the indenture under which they are to be issued and when payment therefor is received, will constitute valid and legally binding obligations of AGL, enforceable against AGL in accordance with their terms, subject, as to enforceability, to any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of creditors' rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(iii)The AGL Guarantees, assuming the due authorization thereof, the completion of the Corporate Proceedings with respect thereto, the consistency of the terms thereof with the description of the AGL Guarantees contained in the Registration Statement and any applicable prospectus supplement and the completion of the Corporate Proceedings with respect to the AGUS Debt Securities and/or the AGMH Debt Securities guaranteed thereby, when duly executed and delivered, and when the AGUS Debt Securities and/or the AGMH Debt Securities are duly executed, delivered and authenticated in accordance with the indenture under

which they are to be issued and when payment therefor is received, will constitute valid and legally binding obligations of AGL, enforceable against AGL in accordance with their terms, subject, as to enforceability, to any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of creditors’ rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(iv)The Warrant Agreements, assuming the due authorization thereof, the completion of the Corporate Proceedings with respect thereto, the consistency of the terms thereof with the description of the Warrants contained in the Registration Statement and any applicable prospectus supplement and the due authorization of any common shares, preferred shares or debt securities of AGL underlying the Warrants, when duly executed and delivered, will constitute valid and legally binding obligations of AGL, enforceable against AGL in accordance with their terms, subject, as to enforceability, to any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of creditors' rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(v)The Warrants, assuming the due authorization thereof, the completion of the Corporate Proceedings with respect thereto, the consistency of the terms thereof with the description of the Warrants contained in the Registration Statement and any applicable prospectus supplement and the due authorization of any common shares, preferred shares or debt securities of AGL underlying the Warrants, when duly executed, delivered and countersigned in accordance with the Warrant Agreements and when payment therefor is received, will constitute valid and legally binding obligations of AGL, will be entitled to the benefits provided by the Warrant Agreements and will be enforceable against AGL in accordance with their terms, subject, as to enforceability, to any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of creditors' rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(vi)The deposit agreement for the Depositary Shares, assuming the due authorization thereof, the completion of the Corporate Proceedings with respect thereto, the consistency of the terms thereof with the description of the Depositary Shares contained in the Registration Statement and any applicable prospectus supplement and the due authorization of any preferred shares of AGL underlying the Depositary Shares, when duly executed and delivered, will constitute valid and legally binding obligations of AGL, enforceable against AGL in accordance with their terms, subject, as to enforceability, to any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of creditors' rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

in the Registration Statement and any applicable prospectus supplement and the due authorization of any common shares of AGL underlying the Share Purchase Contracts, when duly executed and delivered, will constitute valid and legally binding obligations of AGL, enforceable against AGL in accordance with their terms, subject, as to enforceability, to any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of creditors' rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and the interests therein, when duly sold and delivered and when payment therefor is received, will be entitled to the benefits provided by the Share Purchase Contracts; and

(viii)The Share Purchase Units, assuming the due authorization thereof and of the related Share Purchase Contracts and applicable pledge agreements, the completion of the Corporate Proceedings with respect thereto, the consistency of the terms thereof with the description of the Share Purchase Units contained in the Registration Statement and any applicable prospectus supplement and the due authorization of any common shares of AGL underlying the Share Purchase Units, when the related Share Purchase Contracts and applicable pledge agreements are duly executed and delivered, will constitute valid and legally binding obligations of AGL, enforceable against AGL in accordance with their terms, subject, as to enforceability, to any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of creditors' rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and the interests therein, when duly sold and delivered and when payment therefor is received, will be entitled to the benefits provided by the Share Purchase Units.





May 28, 2026

Assured Guaranty Ltd. 30 Woodbourne Avenue Hamilton HM08 Bermuda Assured Guaranty US Holdings Inc. 1633 Broadway New York, New York 10019 Assured Guaranty Municipal Holdings Inc. 1633 Broadway New York, New York 10019
Re: Registration Statement on Form S-3
Dear Ladies and Gentlemen:


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