Contract analysis

I. Introduction We have acted as counsel to Calloway-Briggs Renewables Inc., a Texas corporation ("CBR"), in connection with the formation of a joint venture with Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge"), through Solstice Plateau Energy Holdings LLC, a Delaware limited liability company (the "Company" or the "JV"), pursuant to that certain Limited Liability Company

II. Documents Examined; Transaction Documents In connection with the preparation and delivery of this Opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of each of the following documents (collectively, the "Transaction Documents"):

1. Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023, by and between CBR and Lumen Ridge (the "LLC Agreement");

2. Contribution Agreement, dated as of December 4, 2023, by and between CBR and Solstice Plateau Energy Holdings LLC (the "Contribution Agreement"), governing the contribution by CBR of an eight-project utility-scale solar development portfolio with an aggregate capacity of approximately 1,200 megawatts direct current ("MW DC") and an agreed valuation of $90,000,000 (the "Project Portfolio"), together with associated

3. Development and Construction Management Agreement, dated as of December 4, 2023, by and between Solstice Plateau Energy Holdings LLC, as owner, and CBR, as development and construction manager (the "Management Agreement"), pursuant to which CBR will serve as the development and construction manager for the projects comprising the Project Portfolio through commercial operation;

4. Tax Protection Agreement, dated as of December 4, 2023, by and between Solstice Plateau Energy Holdings LLC and CBR (the "Tax Protection Agreement"), setting forth certain tax protection obligations of the Company with respect to the contributed assets;

5. Escrow Agreement, dated as of December 4, 2023, among CBR, Lumen Ridge, and Continental Fiduciary Trust Company, a national banking association, as escrow agent (the "Escrow Agreement"), establishing an escrow account bearing reference number CFT-2024-00847 for the deposit and disbursement of certain portions of the initial capital contributions in accordance with the terms and conditions set forth therein; and

6. Certificate of Formation of Solstice Plateau Energy Holdings LLC, as filed with the Secretary of State of the State of Delaware on February 19, 2024 (Delaware Secretary of State File Number 7849312). In addition to the Transaction Documents, we have examined and relied upon the following documents, instruments, certificates, and records: • The Certificate of Incorporation of CBR, as amended through the date hereof

III. Assumptions In rendering the opinions set forth in Section IV below, we have, with your consent and without independent investigation or verification, assumed the following: (a) The genuineness of all signatures appearing on each document examined by us, other than the signatures of officers, directors, and authorized representatives of CBR; (b) The authenticity and completeness of all documents submitted to us

IV. Opinions Based upon the foregoing, and subject to the assumptions set forth in Section III above and the qualifications and limitations set forth in Section V below, we are of the opinion that: (a) Due Organization and Good Standing of CBR CBR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas. In rendering this opinion, we have relied upon the Certificate

V. Qualifications and Limitations The opinions set forth herein are subject to the following qualifications and limitations:

1. Scope of Laws. This Opinion is limited in all respects to the following bodies of law, as in effect on the date hereof: (a) the federal laws of the United States of America; (b) the laws of the State of Texas, including the Texas Business Organizations Code and the rules and regulations promulgated thereunder; and (c) the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code). We express

2. Tax Matters. We express no opinion with respect to any federal, state, local, or foreign tax matter, including without limitation: (a) the classification of the Company as a partnership for federal income tax purposes; (b) the application of Section 704(c) of the Internal Revenue Code of 1986, as amended (the "Code"), to the contributed assets comprising the Project Portfolio; (c) the availability, amount, or allo

3. Securities Laws. We express no opinion with respect to the application of federal or state securities laws, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, or any analogous state "blue sky" laws, to the membership interests in the Company, the Transaction Documents, or the transactions contemplated thereby.

4. Antitrust Laws. Except for the HSR Act filing and clearance specifically addressed in Opinion (d)(iv)(C) above, we express no opinion with respect to antitrust or competition laws, whether federal, state, or foreign.

5. Environmental Laws. We express no opinion with respect to environmental laws, regulations, permits, or compliance matters, including without limitation the National Environmental Policy Act, the Endangered Species Act, the Clean Water Act, the Clean Air Act, or any analogous state environmental statutes or regulations.

6. Regulatory Matters. We express no opinion with respect to regulatory matters of a specialized nature not specifically addressed in the opinions set forth herein, including without limitation matters arising under energy regulatory frameworks at the federal or state level (other than the specific FERC and state PUC matters addressed in Opinion (d)(iv)(A) and (B) above).

7. Waiver Provisions. We express no opinion as to the enforceability of any provision of the Transaction Documents that purports to waive or modify any right, defense, or remedy that cannot be waived or modified as a matter of applicable law, including without limitation any statutory right to notice, any right to a jury trial, or any other right the waiver of which is prohibited or limited by law.

8. Bulk Sales Laws. We express no opinion as to the applicability of, or compliance with, any bulk sales or bulk transfer laws that may be applicable to the contribution of the Project Portfolio to the Company under the Contribution Agreement.

9. Other Parties. We express no opinion with respect to the effect of the laws of any jurisdiction in which any party to the Transaction Documents other than CBR (including Lumen Ridge and Continental Fiduciary Trust Company) is organized, qualified to do business, or conducting operations, or with respect to the power, authority, due authorization, or valid execution by any such party. Our opinions relate solely to

10. Financial Condition. We express no opinion with respect to any matter regarding the financial condition, solvency, creditworthiness, or ability to pay debts as they become due of any party to the Transaction Documents, including CBR, Lumen Ridge, or the Company.

VI. Reliance and Other Matters This Opinion is furnished solely for the benefit of Lumen Ridge Infrastructure Partners LLC and its successors and permitted assigns, and solely in connection with the transactions contemplated by the Transaction Documents. This Opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. Without