Contract analysis

1. Documents and Records Examined In rendering the opinions expressed herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, records, and instruments: 1.1. The PPA, including all exhibits and schedules thereto (Exhibits A through F), together with all amendments, supplements, and side letters, if any, entered into in connection therewith as of

2. Assumptions In rendering the opinions set forth in Section 3 below, we have assumed, without independent investigation or verification, the following: 2.1. The genuineness of all signatures on all documents examined by us (other than the signatures of officers, managers, or authorized representatives of Seller on the PPA and related documents). 2.2. The authenticity of all documents submitted to us as originals an

3. Opinions Based upon the foregoing and subject to the assumptions set forth in Section 2, the qualifications and limitations set forth in Section 4, and the other matters described herein, we are of the opinion that: 3.1 Due Organization and Good Standing Saguaro Flats Solar LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Saguaro Fla

4. Qualifications and Limitations The opinions expressed in Section 3 above are subject to the following qualifications and limitations: 4.1 Bankruptcy and Insolvency Qualification The opinion expressed in Section 3.3 above with respect to the enforceability of the PPA is subject to and limited by the effect of (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fra

5. Reliance and Use This opinion is delivered solely for the benefit of Meridian DataCore Solutions Inc. and its successors and permitted assigns under the PPA, solely in connection with the execution and delivery of the PPA and the consummation of the transactions contemplated thereby. This opinion speaks only as of the date hereof. This opinion may also be relied upon by Tralvendo National Bank, N.A., in its capaci