Contract analysis

I. INTRODUCTION We have acted as counsel to Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent"), and Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, a

II. DEFINITIONS As used in this Opinion, the following terms have the meanings set forth below: "Certificate of Merger" means the Certificate of Merger to be filed with the Secretary of State of the State of Delaware on July 9, 2024, with an effective time of 11:59 PM Eastern Time on July 9, 2024. "Company" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Com

III. DOCUMENTS AND ITEMS EXAMINED In connection with rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of each of the following documents and records: A. Organizational Documents — Parent

1. The Certificate of Limited Partnership of Solara Digital Infrastructure Fund VI LP, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto through the date hereof.

2. The Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP, dated as of March 15, 2021, as amended by that certain First Amendment to Amended and Restated Agreement of Limited Partnership dated as of September 8, 2022, and as further amended by that certain Second Amendment to Amended and Restated Agreement of Limited Partnership dated as of June 12, 2023 (collectively, a

3. The Certificate of Formation of Solara Fund VI GP LLC, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto through the date hereof.

4. The Limited Liability Company Agreement of Solara Fund VI GP LLC, dated as of March 15, 2021, as amended through the date hereof (the "GP LLC Agreement").

5. A Certificate of Good Standing with respect to Solara Digital Infrastructure Fund VI LP issued by the Secretary of State of the State of Delaware, dated July 3, 2024.

6. Resolutions of Solara Fund VI GP LLC (acting in its capacity as general partner of Parent), dated January 22, 2024, authorizing the execution, delivery, and performance by Parent of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, and all related transaction documents, and approving the consummation of the transactions contemplated thereby (the "GP Resolutions"). B. Organizational Documen

1. The Certificate of Incorporation of Stratos Merger Sub Inc., as filed with the Secretary of State of the State of Delaware on January 8, 2024 (DE File No. 7923841), together with all amendments thereto through the date hereof.

2. The Bylaws of Stratos Merger Sub Inc., as adopted on January 8, 2024, together with all amendments thereto through the date hereof.

3. A Certificate of Good Standing with respect to Stratos Merger Sub Inc. issued by the Secretary of State of the State of Delaware, dated July 3, 2024.

4. The Unanimous Written Consent of the sole director of Stratos Merger Sub Inc., dated January 22, 2024, approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommending the approval and adoption of the Merger Agreement by the sole stockholder of Merger Sub (the "Board Consent").

5. The Written Consent of Solara Digital Infrastructure Fund VI LP, as the sole stockholder of Stratos Merger Sub Inc., dated January 22, 2024, approving and adopting the Merger Agreement and approving the consummation of the Merger (the "Stockholder Consent"). C. Transaction Documents

1. The Merger Agreement — execution version, dated as of January 22, 2024, executed by all parties thereto.

2. The Equity Commitment Letter — execution version, dated as of January 22, 2024, executed by Parent and acknowledged by Merger Sub.

3. The Limited Guarantee — execution version, dated as of January 22, 2024, executed by Solara Fund VI GP LLC and acknowledged by the Company.

4. The Certificate of Merger — execution version, to be filed with the Secretary of State of the State of Delaware on July 9, 2024, with a specified effective time of 11:59 PM Eastern Time on July 9, 2024. D. Other Documents

1. The Secretary's Certificate of Solara Digital Infrastructure Fund VI LP, delivered at the closing on July 9, 2024, attaching thereto the Partnership Agreement, the GP Resolutions, and an incumbency certificate for each person authorized to execute the Transaction Documents and the closing deliverables on behalf of Parent.

2. The Secretary's Certificate of Stratos Merger Sub Inc., delivered at the closing on July 9, 2024, attaching thereto the Certificate of Incorporation, Bylaws, the Board Consent, the Stockholder Consent, and an incumbency certificate for each person authorized to execute the Merger Agreement and the closing deliverables on behalf of Merger Sub.

3. The Officer's Certificate of Parent and Merger Sub, delivered at the closing on July 9, 2024, certifying, among other things, the accuracy of the representations and warranties of Parent and Merger Sub contained in the Merger Agreement as of the date thereof and as of the closing date, and compliance in all material respects by Parent and Merger Sub with the covenants and agreements set forth in the Merger Agreeme

4. Such other certificates, documents, records of corporate and partnership proceedings, agreements, instruments, and other materials as we have deemed necessary or appropriate for purposes of this Opinion.

IV. ASSUMPTIONS In rendering the opinions set forth herein, we have, with your consent, assumed each of the following without independent investigation or verification:

1. Authenticity and Conformity. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies (whether certified, photostatic, facsimile, electronic, or otherwise) conform to the authentic originals thereof. All signatures on all documents examined by us are genuine.

2. Legal Capacity. All natural persons who executed any of the documents reviewed by us had, at the time of such execution, the legal capacity to do so.

3. Due Organization and Authority of Other Parties. Each party to the Transaction Documents (other than Parent and Merger Sub, as to which we express opinions below) has been duly organized, is validly existing, and is in good standing under the laws of its jurisdiction of organization, has all requisite power and authority (corporate, partnership, limited liability company, or otherwise) to execute, deliver, and per

4. Enforceability Against the Company. The Merger Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, and equitable principles.

5. Truth of Representations and Warranties. All representations and warranties of the parties contained in the Transaction Documents and in all certificates and documents delivered in connection therewith are true, correct, and complete as of the dates made or deemed made.

6. Merger Consideration. The merger consideration of approximately $36.92 per share of common stock of the Company (aggregating to approximately $6,800,000,000 in total transaction value, inclusive of the assumption and retirement of outstanding debt, vested equity awards, and other closing adjustments) has been calculated and will be paid in accordance with the terms of the Merger Agreement, and sufficient funds wil

7. Company Stockholder Approval. The Company's shareholders have duly approved the Merger Agreement and the transactions contemplated thereby in accordance with the laws of England and Wales, the Company's articles of association, and applicable listing rules. We note for reference purposes (but without expressing any opinion thereon) that the Company has represented that stockholder approval was obtained at a genera

8. Filings and Registrations. All filings, registrations, recordings, and other actions necessary to perfect any security interests and to accomplish the Merger (including, without limitation, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware) will be duly and timely made in the appropriate offices.

9. Consummation in Accordance with Terms. The transactions described in the Merger Agreement will be consummated in accordance with the terms and conditions set forth therein, without waiver, modification, or amendment of any material condition, term, or provision thereof, and the parties will comply with all covenants and conditions precedent set forth in the Merger Agreement.

10. No Undisclosed Facts. There are no agreements, understandings, or course of dealing among the parties that would modify, amend, or supplement the terms of the Transaction Documents or otherwise affect the opinions rendered herein, except as reflected in the Transaction Documents and the other documents examined by us.

V. OPINIONS Based upon and subject to the foregoing, and subject further to the qualifications, exceptions, and limitations set forth in Section VI below, we are of the opinion that: Opinion 1: Valid Existence and Good Standing — Parent Solara Digital Infrastructure Fund VI LP has been duly formed and is a limited partnership validly existing and in good standing under the laws of the State of Delaware. In rendering

VI. QUALIFICATIONS, EXCEPTIONS, AND LIMITATIONS The opinions expressed herein are subject to and limited by the following qualifications, exceptions, and limitations: A. Enforceability Exceptions The enforceability opinions expressed in Opinion 8 above are subject to and limited by:

1. Bankruptcy and Insolvency Laws. The effect of applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and similar laws relating to or affecting the enforcement of creditors' rights generally, as now or hereafter in effect.

2. General Equitable Principles. The effect of general principles of equity (whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the covenant of good faith and fair dealing implied by law.

3. Equitable Remedies. The possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law, which remedies may be subject to the discretion of the court before which any proceeding therefor may be brought. B. Scope Limitations

1. Delaware Law Only. The opinions expressed herein are limited exclusively to the laws of the State of Delaware (including the statutory provisions of the DGCL and the DRULPA) as currently in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of England and Wales, the laws of any other state of the United States, the laws of the United K

2. No Opinion on English Law. We express no opinion as to any matter governed by or arising under the laws of the United Kingdom or any other non-US jurisdiction, including, without limitation, any matter relating to the Company's status, organization, or governance as a public limited company incorporated under the laws of England and Wales, the validity of the Company's articles of association, the Company's compli

3. Excluded Matters. Without limiting the generality of the foregoing, we express no opinion regarding: (a) the tax consequences of the Merger, including, without limitation, whether the Merger qualifies as a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended, or the tax treatment of any rollover equity contributed by management or other stockholders; (b) compliance with federal or stat

4. No Obligation to Update. This Opinion is given as of the date hereof, and we assume no obligation to update, revise, or supplement this Opinion for any reason, including, without limitation, to reflect any changes in applicable law, changes in facts or circumstances, or the occurrence of any events after the date hereof, whether or not such changes or events come to our attention. The opinions expressed herein are

1. Reliance on Certificates and Officers. In rendering the opinions expressed herein, we have relied, without independent investigation or verification, upon: (a) certificates of public officials, including good standing certificates issued by the Secretary of State of the State of Delaware; and (b) certificates, representations, and statements of officers, directors, managers, and authorized representatives of Paren

2. Good Standing Certificates. We have relied upon the Certificates of Good Standing for each of Parent and Merger Sub issued by the Secretary of State of the State of Delaware, each dated July 3, 2024. We note that such certificates speak only as of their respective dates and are not conclusive as to the matters addressed therein for any period after such dates. We have made no independent inquiry with the Secretary

3. Accuracy of Transaction Documents. We have assumed the accuracy and completeness of all representations and warranties contained in the Transaction Documents and in all certificates, closing deliverables, and other documents delivered in connection therewith, and we have relied upon such representations and warranties in rendering the opinions expressed herein.

VII. RELIANCE AND DISTRIBUTION LIMITATIONS This Opinion is furnished solely for the benefit of Cloudium Technologies plc in connection with the closing of the transactions contemplated by the Merger Agreement and may be relied upon by the Company solely for such purpose. This Opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent. Notwithstanding the