Contract analysis

1. Engagement and Capacity We have acted as counsel to the several underwriters (the "Underwriters") named in the Underwriting Agreement dated [●], 2022 (the "Underwriting Agreement"), among Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership (the "Selling Stockholder"), and the several Underwriters named therein, in connecti

2. Documents Reviewed In connection with the preparation and delivery of this letter, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents: (a) The Registration Statement on Form S-1 (Registration No. 333-[●]) of the Company relating to the Offering (the "Registration Statement"), including: (i) the initial confidential draft registration statement (D

3. Limitations and Qualifications The following limitations and qualifications apply to this letter, and this letter should be read in its entirety, including the limitations and qualifications set forth in this Section 3, Section 6, and Section 7 below. Not a Legal Opinion. This letter is not a legal opinion. It does not address, and should not be construed as addressing, legal conclusions with respect to any questi

4. Negative Assurance Statement Based upon and subject to the foregoing and the limitations and qualifications set forth herein, including without limitation those set forth in Section 3 above, and in reliance upon the procedures described in Section 2 and Section 5 of this letter (which procedures do not constitute an audit performed in accordance with generally accepted auditing standards), nothing has come to our

5. Basis of Procedures / Due Diligence Participation In arriving at the statements expressed in Section 4 above, we have undertaken the following procedures, which we believe are customary for letters of this type: (a) Drafting Sessions and Review. We participated in multiple drafting sessions for the Registration Statement and the Prospectus, commencing in March 2022 and continuing through the date of effectiveness

6. Scope of Representation Limitation We have acted solely as counsel to the Underwriters in connection with the Offering, and this letter is delivered to you solely in that capacity. We have not represented, and do not represent, the Company, the Selling Stockholder, or any other person or entity in connection with the Offering or any other transaction or matter. Our engagement by the Underwriters is limited to the

7. Reliance and Distribution Limitations This letter is furnished to the Underwriters solely for their benefit in connection with the Offering and may be relied upon by the Underwriters solely in that capacity and for that purpose. This letter may not be relied upon by any other person or entity, or used, circulated, quoted, or otherwise referred to for any other purpose, without the prior written consent of Prescott

8. Governing Law This letter shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of laws that would require the application of the laws of any other jurisdiction. [Remainder of this page intentionally left blank; signature page follows.] We are furnishing this letter to you solely in connection with the Offering and upon the terms