Contract analysis

Section 1. Documents Examined In connection with the opinions expressed herein, we have examined and are familiar with originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Transaction Documents"):

1. The Underwriting Agreement, in near-final draft form, among the Company, Pinnacle Vista Capital Partners III, LP, and the several Underwriters named therein, pursuant to which Hargrove Keating & Co. is acting as Representative of the several Underwriters.

2. The Registration Statement on Form S-1, including all amendments thereto, filed with the SEC under the Securities Act, consisting of: (a) the confidential draft registration statement (DRS-1), submitted on April 11, 2022 (EDGAR Accession No. 0001948372-22-000001); (b) Amendment No. 1 to the Registration Statement, filed on May 20, 2022 (EDGAR Accession No. 0001948372-22-000002); and (c) Amendment No. 2 to the Regi

3. The Amended and Restated Certificate of Incorporation of the Company (the "Amended Charter"), in the form to be filed with the Secretary of State of the State of Delaware and to become effective upon the Closing Date.

4. The Amended and Restated Bylaws of the Company (the "Amended Bylaws"), in the form to be adopted and to become effective upon the Closing Date.

5. The Certificate of Incorporation of the Company, as currently in effect (the "Existing Charter").

6. The Bylaws of the Company, as currently in effect (the "Existing Bylaws").

7. Resolutions of the Board of Directors of the Company (the "Board Resolutions"), adopted at a meeting of the Board of Directors duly called and held, authorizing (a) the Offering and related transactions, (b) the filing of the Registration Statement with the SEC and any amendments thereto, (c) the engagement of the Underwriters and execution of the Underwriting Agreement, (d) the adoption of the Amended Charter and

8. The Written Consent of Stockholders of the Company (the "Stockholder Consent"), executed by Pinnacle Vista Capital Partners III, LP and the Company's co-founders, Garrett Calloway and Elaine Briggs, representing in the aggregate more than ninety percent (90%) of the voting power of the outstanding capital stock of the Company, adopting (a) the Amended Charter, (b) the 2022 Omnibus Equity Incentive Plan, and (c) th

9. The Pricing Agreement (the "Pricing Agreement"), in template/pro forma form (with blanks for the final public offering price, number of shares, and underwriting discount), which is to be executed at the time of pricing of the Offering. The Pricing Agreement has not yet been executed as of the date of this draft opinion.

10. The Form of Lock-Up Agreement (the "Lock-Up Agreement"), providing for a one-hundred-eighty (180)-day lock-up period applicable to each director, executive officer, and holder of one percent (1%) or more of the pre-IPO Common Stock of the Company.

11. The Amended and Restated Stockholders' Agreement (IPO Form) (the "Stockholders' Agreement"), among the Company, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs, to become effective upon the Closing Date.

12. The Registration Rights Agreement (the "Registration Rights Agreement"), between the Company and Pinnacle Vista Capital Partners III, LP, to become effective upon the Closing Date.

13. The Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Equity Incentive Plan"), providing for the reservation of 12,727,273 shares of Common Stock for issuance thereunder.

14. The Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "ESPP"), providing for the reservation of 2,545,455 shares of Common Stock for issuance thereunder.

15. The Form of Indemnification Agreement (the "Indemnification Agreement"), between the Company and each of its directors and executive officers, to become effective upon the Closing Date.

16. A Certificate of Good Standing (or equivalent) for the Company issued by the Secretary of State of the State of Delaware (to be obtained as of or shortly prior to the Closing Date).

17. A Certificate of Good Standing (or equivalent) for the Company issued by the Secretary of State of the State of Texas (to be obtained as of or shortly prior to the Closing Date).

18. An Officer's Certificate of the Company (in draft form), to be executed on the Closing Date by Garrett Calloway, Chief Executive Officer, and Marcus Yoon, Chief Financial Officer, certifying as to certain factual matters relating to the Company and the transactions contemplated by the Underwriting Agreement (the "Officer's Certificate").

19. A Secretary's Certificate of the Company (in draft form), to be executed on the Closing Date by Sandra Haverford, General Counsel and Corporate Secretary, certifying, among other things, as to the incumbency of certain officers, the authenticity of the Amended Charter and Amended Bylaws, and the adoption of the Board Resolutions and Stockholder Consent (the "Secretary's Certificate").

20. Such other certificates, documents, corporate records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein, including, without limitation, the documents and agreements described on Schedule B attached hereto. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the

Section 2. Assumptions In rendering the opinions set forth in this letter, we have, with your consent, relied upon the following assumptions, without independent investigation or verification: (a) Genuineness of Signatures and Authenticity of Documents. All signatures on documents and instruments examined by us are genuine, all documents submitted to us as originals are authentic, and all documents submitted to us as

Section 3. Opinions Based upon and subject to the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that: 3.1 Due Incorporation and Good Standing The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own, l

Section 4. Qualifications and Limitations The opinions expressed in this letter are subject to the following qualifications and limitations: (a) Jurisdictional Limitation. The opinions expressed herein are limited solely to the Delaware General Corporation Law (including the constitutional provisions and reported judicial decisions interpreting such law), the laws of the State of New York, and the federal laws of the

Section 5. Reliance on Certificates and Other Matters In rendering the opinions set forth herein, we have relied, to the extent we deemed necessary or appropriate and without independent investigation or verification, upon the following: (a) Certificates of public officials, including certificates of good standing (or equivalent) issued by the Secretary of State of the State of Delaware and the Secretary of State of

I. Corporate Credit Facilities

1. Corporate Revolving Credit Agreement, dated as of January 15, 2022, among Calloway-Briggs Renewables Inc., as Borrower, the lenders party thereto, and Veltrano National Bank, N.A., as Administrative Agent, in an aggregate principal amount of $400,000,000, with a maturity date of January 2027, as amended.

2. Corporate Term Loan B Credit Agreement, dated as of January 15, 2022, among Calloway-Briggs Renewables Inc., as Borrower, the lenders party thereto, and Veltrano National Bank, N.A., as Administrative Agent, in an original principal amount of $650,000,000 ($612,500,000 outstanding), with a maturity date of January 2029, as amended.

II. Project-Finance Facilities

3. Construction-to-Term Loan Facility Agreement, dated as of [__], 2021, among Mesquite Wind Holdings LLC, as Borrower, the lenders party thereto, and Prairie Commercial Bank, N.A., as Administrative Agent, in an aggregate principal amount of up to $165,000,000, with conversion to a term loan expected December 2024.

4. Construction-to-Term Loan Facility Agreement, dated as of [__], 2022, among Cimarron Solar Development LLC, as Borrower, the lenders party thereto, and Prairie Commercial Bank, N.A., as Administrative Agent, in an aggregate principal amount of up to $143,000,000, with conversion to a term loan expected March 2025.

III. Tax-Equity Partnership Agreement

5. Amended and Restated Limited Liability Company Agreement of Solaris West Solar LLC, dated as of [__], 2020, among Solaris West Solar LLC, Calloway-Briggs Operating Company LLC (as Managing Member), and Veltara Basin Financial LLC (as Tax-Equity Investor), reflecting an aggregate tax-equity investment of $280,000,000, with tax-equity flip expected in 2028.

IV. Material Power Purchase Agreements (PPAs)

6. Material PPAs to which the Company or any Material Subsidiary is a party, as identified in the Registration Statement, including PPAs relating to the Solaris West Solar, Red Mesa Wind, Painted Rock Solar, Pronghorn Wind, Mesquite Wind, and Cimarron Solar projects.

7. Material engineering, procurement, and construction (EPC) contracts relating to projects under construction, including the Mesquite Wind and Cimarron Solar projects.

8. Material operations and maintenance (O&M) agreements relating to operational projects, including the Solaris West Solar, Red Mesa Wind, Painted Rock Solar, and Pronghorn Wind projects.

VII. Interconnection Agreements

9. Material interconnection agreements with applicable transmission providers and independent system operators, including agreements relating to all operational and under-construction projects. DRAFT — FOR DISCUSSION PURPOSES ONLY SCHEDULE C List of Lock-Up Signatories and Execution Status As of June 17, 2022, Lock-Up Agreements have been identified for execution by the following eighteen (18) individuals and entitie