Contract analysis

I. Introduction We have acted as counsel to Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company" or "CBR"), 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 letter is furnished to you in connection with (a) the Registration Statement on Form S-1 (File No. 333-[●]; SEC CIK 000194837

II. Scope of Engagement and Participation In connection with the preparation of the Registration Statement and the Prospectus, and in rendering the negative assurance set forth below, we have, among other things: (a) participated in conferences and discussions with officers and employees of the Company, including Garrett Calloway, Chairman of the Board of Directors and Chief Executive Officer; Elaine Briggs, Presiden

III. Limitations and Qualifications A. Nature of Negative Assurance This letter is not an opinion of law. It is a letter of negative assurance, sometimes referred to as a "10b-5 letter" or a "negative assurance letter," based on the procedures described herein. The negative assurance set forth in this letter is given in reliance upon, and is subject to, the limitations and qualifications set forth in this Section III

IV. Negative Assurance Based on and subject to the foregoing (including the limitations and qualifications set forth in Section III above), and having regard to the nature and limitations of our engagement and the procedures undertaken by us as described in Section II above, we advise you that: No facts have come to the attention of the attorneys in this firm who have participated in the preparation of the Registrati

V. Description of Key Disclosure Documents Reviewed In connection with the preparation of this letter, we reviewed, among other things, the following principal sections and disclosures of the Registration Statement and the Prospectus: (a) Prospectus Summary. The business overview section describing the Company's operations as a utility-scale renewable energy company, and the summary of the terms of the Offering, incl

VI. Reliance and Benefit This letter is furnished to the Underwriters solely for their benefit in connection with the Offering and is not to be used, quoted, circulated, referred to, or relied upon by any other person or for any other purpose without the prior written consent of Calderwood & Harkness LLP. Without limiting the generality of the foregoing, this letter may not be filed with or furnished to any governmen

VII. Governing Law This letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict-of-laws principles thereof.

VIII. No Ongoing Obligation We assume no obligation to update, revise, or supplement this letter after the date hereof to reflect any facts or circumstances that may hereafter come to our attention, or any changes in applicable law or regulation that may hereafter occur, after the date hereof. The negative assurance expressed herein is given as of the date hereof and speaks only as of such date. We expressly disclaim