Contract analysis

I. DOCUMENTS EXAMINED In connection with rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents: A. Loan Documents

1. Credit Agreement, dated as of December 1, 2022 (the "Credit Agreement"), among Lone Star Storage I, LLC, as Borrower, Calloway-Briggs Renewables Inc., as Guarantor, and Brazos River National Bank, N.A., as Administrative Agent and Lender, providing for a $26,000,000 construction-to-term loan facility for the Project;

2. Collateral Assignment of Project Contracts, dated as of December 1, 2022 (the "Collateral Assignment"), by Lone Star Storage I, LLC, as Assignor, in favor of Brazos River National Bank, N.A., as Assignee and Administrative Agent, covering the rights and interests of the Borrower under (i) the EPC Agreement (as defined below), (ii) the Equipment Supply Agreement (as defined below), (iii) the Ground Lease (as define

3. Completion Guarantee, dated as of December 1, 2022 (the "Completion Guarantee"), by Calloway-Briggs Renewables Inc. in favor of Brazos River National Bank, N.A., constituting a limited recourse completion guarantee with respect to the construction and commissioning of the Project in accordance with the terms of the Credit Agreement;

4. Pledge Agreement, dated as of December 1, 2022 (the "Pledge Agreement"), by Calloway-Briggs Renewables Inc. in favor of Brazos River National Bank, N.A., pursuant to which CBR has pledged 100% of the membership interests in Lone Star Storage I, LLC to the Administrative Agent and Lender as collateral security for the obligations of the Borrower and the Guarantor under the Loan Documents; and

5. All other documents, instruments, certificates, and agreements executed and delivered in connection with the foregoing items 1 through 4 (collectively with items 1 through 4, the "Loan Documents"). B. Project Documents Reviewed In addition to the Loan Documents, we have reviewed the following Project Documents:

1. Engineering, Procurement and Construction Agreement, dated as of December 1, 2022 (the "EPC Agreement"), between Lone Star Storage I, LLC and Meridian Power Construction, Inc., providing for the engineering, procurement, and construction of the Project on a fixed-price, date-certain basis for a contract price of $31,200,000;

2. Equipment Supply Agreement, dated as of December 1, 2022 (the "Equipment Supply Agreement"), between Lone Star Storage I, LLC and Harmon-Dietrich Energy Solutions, LLC, providing for the supply and delivery of battery modules, inverters, transformers, and associated balance-of-plant equipment for the Project for a contract price of $18,400,000;

3. Ground Lease Agreement, dated as of December 1, 2022 (the "Ground Lease"), between Permian Basin Land Holdings, LP, as Lessor, and Lone Star Storage I, LLC, as Lessee, covering an approximately 15-acre parcel of land being a portion of Survey No. 42, Block 42, T-1-S, T&P RR Co. Survey, Ector County, Texas, for an initial term of twenty-five (25) years commencing December 1, 2022; and

4. Interconnection Agreement, effective as of December 1, 2022 (the "Interconnection Agreement"), between Lone Star Storage I, LLC and Aldermere & Co., providing for interconnection of the Project to the ERCOT transmission grid at the Western Permian 138 kV Substation (ERCOT Queue No. INR-22-03347). The EPC Agreement, Equipment Supply Agreement, Ground Lease, and Interconnection Agreement are referred to herein colle

1. The Certificate of Formation and Articles of Incorporation of Calloway-Briggs Renewables Inc., as filed with the Secretary of State of the State of Texas, together with all amendments thereto through the date hereof;

2. The Bylaws of Calloway-Briggs Renewables Inc., as currently in effect;

3. The Certificate of Formation of Lone Star Storage I, LLC, as filed with the Secretary of State of the State of Texas, together with all amendments thereto through the date hereof;

4. The Company Agreement (Operating Agreement) of Lone Star Storage I, LLC, as currently in effect, which names CBR as the sole member and manager of Lone Star Storage I, LLC;

5. Resolutions of the Board of Directors of Calloway-Briggs Renewables Inc. duly adopted at a meeting held on November 18, 2022, authorizing the execution and delivery of the Loan Documents and the Project Documents to which CBR is a party, and the consummation of the transactions contemplated thereby;

6. Resolutions adopted by written consent of the sole member of Lone Star Storage I, LLC, dated November 18, 2022, authorizing the execution and delivery of the Loan Documents and the Project Documents to which Lone Star Storage I, LLC is a party, and the consummation of the transactions contemplated thereby; and

7. Incumbency certificates for the officers and authorized signatories of CBR and Lone Star Storage I, LLC, including Sandra M. Briggs (President & Chief Operating Officer, CBR) and Raymond T. Calloway (Chairman & Chief Executive Officer, CBR). D. Other Documents Reviewed We have further examined the following additional documents, records, and materials:

1. A Certificate of Good Standing for Calloway-Briggs Renewables Inc. issued by the Secretary of State of the State of Texas, dated February 3, 2023 (within ten (10) days of the date hereof);

2. A Certificate of Good Standing (Certificate of Existence) for Lone Star Storage I, LLC issued by the Secretary of State of the State of Texas, dated February 2, 2023 (within ten (10) days of the date hereof);

3. Uniform Commercial Code lien search results for Lone Star Storage I, LLC conducted with the Office of the Secretary of State of the State of Texas and the Ector County Clerk's Office, each dated within thirty (30) days of the date hereof;

4. UCC-1 Financing Statement naming Lone Star Storage I, LLC as debtor and Brazos River National Bank, N.A. as secured party, prepared for filing with the Office of the Secretary of State of the State of Texas;

5. UCC-1 Financing Statement naming Calloway-Briggs Renewables Inc. as debtor (with respect to the pledged membership interests in Lone Star Storage I, LLC) and Brazos River National Bank, N.A. as secured party, prepared for filing with the Office of the Secretary of State of the State of Texas;

6. Ector County Building Permit No. BP-2022-04517, issued October 28, 2022, authorizing the construction of the Project on the Project site;

7. Texas Commission on Environmental Quality ("TCEQ") Stormwater General Permit No. TXR150000 and the associated Stormwater Pollution Prevention Plan ("SWPPP") filed in November 2022 in connection with construction activities at the Project site;

8. Phase I Environmental Site Assessment for the Project site, prepared by Terranova Environmental Group, Inc. (Karen V. Albrecht, Lead Consultant), dated October 2022, which reported no recognized environmental conditions at the Project site;

9. Evidence of insurance coverage for the Project, including (i) a builder's risk insurance policy issued by Commonwealth Specialty Insurance Company with a policy limit of $42,000,000 and (ii) a commercial general liability insurance policy issued by Pinnacle Mutual Assurance Corp., each placed through Kensington Risk Advisors, LLC (Dana J. Carwell, Lead Broker);

10. Leasehold title insurance policy (the "Title Policy") issued by Lone Star Abstract & Title Co. in the amount of $26,000,000, insuring the leasehold interest of Lone Star Storage I, LLC under the Ground Lease and naming Brazos River National Bank, N.A. as the insured lender thereunder;

11. Officer's Certificate and Bring-Down Certificate of Sandra M. Briggs, President & Chief Operating Officer of CBR, each dated as of February 10, 2023, certifying as to certain factual matters relevant to the opinions expressed herein;

12. Independent Engineer's report for the Project, prepared by Norgate Technical Advisors, Inc. (Dr. Phillip S. Reardon, P.E., Lead Engineer), dated January 2023, addressing the technical feasibility, projected construction schedule, performance specifications, and estimated costs of the Project;

13. Performance Bond and Payment Bond, each in the amount of $31,200,000, issued by Ironclad Surety Corporation in favor of Lone Star Storage I, LLC with respect to the obligations of Meridian Power Construction, Inc. under the EPC Agreement; and

14. Such other documents, records, agreements, and certificates as we have deemed necessary or appropriate for the purposes of the opinions expressed herein.

II. ASSUMPTIONS In rendering the opinions set forth herein, we have, with your permission and concurrence, made the following assumptions, without independent verification: (a) The genuineness of all signatures on all documents examined by us, other than the signatures of officers and authorized representatives of CBR and Lone Star Storage I, LLC. (b) The authenticity and completeness of all documents submitted to us

III. OPINIONS Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Section IV below, we are of the opinion that: Opinion 1 — Due Organization and Good Standing (a) Calloway-Briggs Renewables Inc. (EIN: 82-3047591) is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas. CBR has the requisite co

IV. QUALIFICATIONS, LIMITATIONS, AND EXCEPTIONS The opinions expressed herein are subject to the following qualifications, limitations, and exceptions: A. Enforceability Qualifications The enforceability opinions set forth in Opinion 4 above are subject to and limited by: (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, preference, and other

V. RELIANCE AND USE This Opinion is rendered solely for the benefit of Brazos River National Bank, N.A. in its capacity as Administrative Agent and Lender under the Credit Agreement in connection with the $26,000,000 construction-to-term loan facility for the Lone Star Battery Storage Project. This Opinion may also be relied upon by Archibald, Fenn & Shaw LLP, in its capacity as counsel to the Administrative Agent an