Contract analysis

I. Introduction We have acted as special tax counsel to Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), in connection with the proposed initial public offering (the "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company. This opinion letter is being furnished to you pursuant to Section [] of the Underwriting Agreement, dated as of [_], 2022 (the

II. Scope and Qualifications A. Documents and Materials Reviewed In connection with the preparation of this opinion letter, we have examined and relied upon originals, or copies identified to our satisfaction as being true copies, of the following documents, instruments, records, and other materials:

1. The Registration Statement on Form S-1 (File No. [_]; SEC CIK 0001948372), including all amendments thereto (Amendment No. 1, filed with the U.S. Securities and Exchange Commission (the "SEC") under EDGAR Accession No. 0001948372-22-000002; Amendment No. 2, filed with the SEC under EDGAR Accession No. 0001948372-22-000003), the Prospectus contained therein, and all exhibits and schedules filed therewith or incorpo

2. The Underwriting Agreement, in near-final draft form, among the Company, the Selling Stockholder, and the Underwriters;

3. The Amended and Restated Certificate of Incorporation of the Company, in the form to be in effect upon consummation of the Offering (the "IPO Charter");

4. The Amended and Restated Bylaws of the Company, in the form to be in effect upon consummation of the Offering (the "IPO Bylaws");

5. The Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Equity Incentive Plan");

6. The Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "ESPP");

7. The Amended and Restated Stockholders' Agreement, dated as of [_], 2022, among the Company, the Selling Stockholder, and certain other stockholders party thereto (the "Stockholders' Agreement");

8. The Registration Rights Agreement, dated as of [_], 2022, among the Company and certain stockholders party thereto (the "Registration Rights Agreement");

9. The U.S. federal income tax returns (IRS Form 1120 and supporting schedules) and other tax filings of the Company and its material subsidiaries, including CBR Holdings LLC, Calloway-Briggs Operating Company LLC, and various project-level special-purpose vehicles (collectively, the "Project SPVs"), for the taxable years ended December 31, 2019, December 31, 2020, and December 31, 2021;

10. The Amended and Restated Limited Liability Company Agreement of Solaris West Holdings LLC (the "Solaris West Partnership Agreement"), dated as of March 15, 2020, between CBR Holdings LLC and Veltara Basin Financial LLC, as amended, governing the tax-equity partnership arrangement for the Solaris West solar project (the "Solaris West Tax-Equity Partnership");

11. A draft Officer's Certificate of the Company (in the form attached hereto as Annex A), to be executed by Garrett Calloway, Chief Executive Officer, and Marcus Yoon, Chief Financial Officer, on behalf of the Company, containing certain factual representations and covenants upon which we have relied in rendering this opinion (the "Officer's Certificate");

12. Such other certificates, documents, instruments, records, corporate proceedings, and materials as we have deemed necessary or appropriate for purposes of this opinion, including our review of publicly available information regarding the Company and its subsidiaries. B. Assumptions. In rendering the opinions expressed herein, we have, with your consent and without independent verification, assumed the following: (

III. Opinion — Tax Status of the Company Based upon our review of the documents and materials described above, and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion that:

1. Corporate Classification. The Company is, and has at all relevant times been, classified as a corporation (specifically, a C corporation) for U.S. federal income tax purposes under the Code and applicable Treasury Regulations. The Company was organized as a corporation under the General Corporation Law of the State of Delaware and has not made, and is not treated as having made, any election to be classified other

2. Personal Holding Company Status. The Company is not, and will not upon consummation of the Offering become, a "personal holding company" within the meaning of Section 542 of the Code. Based on our review of the Company's income for the relevant taxable periods and the anticipated ownership structure of the Company's outstanding shares following the Offering, we believe it is unlikely that either the "adjusted ordi

3. Passive Foreign Investment Company. The provisions of Sections 1291 through 1298 of the Code relating to "passive foreign investment companies" (PFICs) are inapplicable to the Company because the Company is a domestic corporation organized under the laws of the State of Delaware. This confirmation is included for completeness only.

4. Subsidiary Classification — Disregarded Entities. The Company's wholly owned domestic limited liability company subsidiaries, including CBR Holdings LLC (EIN 84-2971438), Calloway-Briggs Operating Company LLC (EIN 84-3105692), and the various project-level special-purpose vehicles wholly owned by the Company or its subsidiaries, are each treated as disregarded entities for U.S. federal income tax purposes under Tr

5. Subsidiary Classification — Solaris West Tax-Equity Partnership. The Solaris West Tax-Equity Partnership, structured as a partnership-flip arrangement between CBR Holdings LLC and Veltara Basin Financial LLC (the "Tax-Equity Investor"), pursuant to the Solaris West Partnership Agreement, is properly treated as a partnership for U.S. federal income tax purposes under Sections 761 and 7701 of the Code. The Tax-Equit

6. No Recapture Triggered by the IPO. Based on the representations contained in the Officer's Certificate and our analysis of the partnership-flip structures utilized by the Company and its subsidiaries, the consummation of the Offering does not, in and of itself, give rise to a recapture event under Section 50 of the Code with respect to any Investment Tax Credits ("ITCs") previously claimed by or allocated to the C

IV. Opinion — U.S. Federal Income Tax Consequences to U.S. Holders Based upon our review of the documents and materials described above, and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion that the following discussion describes the material U.S. federal income tax consequences to U.S. Holders of the purchase, ownership, and disposition of Common Stock acquired in the O

V. Opinion — U.S. Federal Income Tax Consequences to Non-U.S. Holders Based upon our review of the documents and materials described above, and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion that the following discussion describes the material U.S. federal income tax consequences to Non-U.S. Holders of the purchase, ownership, and disposition of Common Stock acquired i

VI. Information Reporting and Backup Withholding Dividends paid on the Common Stock and proceeds from the sale or other taxable disposition of Common Stock may be subject to information reporting to the IRS and possible U.S. federal backup withholding. The backup withholding rate is currently 24%. U.S. Holders. Backup withholding generally will not apply to a U.S. Holder who: (a) furnishes a correct taxpayer identifi

VII. Tax Consequences Related to Tax-Equity Structures (Company-Level) For completeness, and consistent with the Tax Disclosure in the Prospectus, we note the following with respect to the Company's tax-equity structures: (a) The Company, through its subsidiaries, has entered into the Solaris West Tax-Equity Partnership with Veltara Basin Financial LLC and utilizes ITCs under Section 48 of the Code and PTCs under Sec

VIII. Confirmation of Tax Disclosure Based upon and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion that the discussion set forth in the Prospectus under the heading "Material U.S. Federal Income Tax Consequences," subject to the qualifications, assumptions, and limitations stated therein and herein, constitutes, in all material respects, a fair and accurate summary of

IX. Reliance and Limitations This opinion is rendered solely for the benefit of the addressees hereof (i.e., the several Underwriters named in Schedule I to the Underwriting Agreement) and may not be relied upon by any other person or entity without the prior written consent of Calderwood & Harkness LLP. Notwithstanding the foregoing, the Company may rely on this opinion to the extent expressly provided in the Underw