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Contract analysis / legal-opinion-cobalt-trust.docx
legal-opinion-cobalt-trust.docx
High · 2
Medium · 1
Standard · 3
I. DOCUMENTS EXAMINED
I. DOCUMENTS EXAMINED In connection with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents: A. Transaction Documents
1. The Escrow Agreement dated as of January 22, 2024 (effective as of July 9, 2024), amon
1. The Escrow Agreement dated as of January 22, 2024 (effective as of July 9, 2024), among Fund VI, Cobalt Trust Company (as Escrow Agent), and Douglas Pemberton (as Stockholder Representative) (the "Escrow Agreement");
2. The Agreement and Plan of Merger dated as of January 22, 2024, among Cloudium Technolo
2. The Agreement and Plan of Merger dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Fund VI (the "Merger Agreement");
3. The Certificate of Merger, filed with the Secretary of State of the State of Delaware
3. The Certificate of Merger, filed with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on July 9, 2024, effecting the merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc (the "Certificate of Merger");
4. The Equity Commitment Letter dated January 22, 2024, from Fund VI to Stratos Merger Su
Standard
⚑ Commercial term
4. The Equity Commitment Letter dated January 22, 2024, from Fund VI to Stratos Merger Sub Inc., in the amount of $2,832,888,096 (the "Equity Commitment Letter"); and
5. The wire transfer confirmation evidencing the transfer of $544,000,000, representing t
Standard
⚑ Commercial term
5. The wire transfer confirmation evidencing the transfer of $544,000,000, representing the escrow deposit amount (being 8% of the aggregate deal value of $6,800,000,000), to Cobalt Trust Company on July 9, 2024, in accordance with the funding instructions set forth in the Escrow Agreement (the "Escrow Funding Confirmation"). B. Organizational Documents
6. The Certificate of Limited Partnership of Solara Digital Infrastructure Fund VI LP, as
6. The Certificate of Limited Partnership of Solara Digital Infrastructure Fund VI LP, as filed with the Secretary of State of the State of Delaware, and the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP, as amended to date (collectively, the "Fund VI Partnership Documents");
7. The Certificate of Formation and the Amended and Restated Limited Liability Company Ag
7. The Certificate of Formation and the Amended and Restated Limited Liability Company Agreement of Solara Fund VI GP LLC ("Fund VI GP"), the general partner of Fund VI (collectively, the "GP Organizational Documents");
8. The Resolutions of Solara Fund VI GP LLC, acting in its capacity as general partner of
8. The Resolutions of Solara Fund VI GP LLC, acting in its capacity as general partner of Fund VI, dated January 22, 2024, authorizing the execution, delivery, and performance of the Merger Agreement, the Equity Commitment Letter, the Escrow Agreement, and related documents and agreements contemplated in connection therewith (the "GP Resolutions");
9. The Certificate of Good Standing of Solara Digital Infrastructure Fund VI LP, issued b
9. The Certificate of Good Standing of Solara Digital Infrastructure Fund VI LP, issued by the Secretary of State of the State of Delaware, dated July 3, 2024 (the "Good Standing Certificate"); and
10. The Employer Identification Number assigned to Fund VI by the Internal Revenue Servic
10. The Employer Identification Number assigned to Fund VI by the Internal Revenue Service: 87-4523190. C. Other Documents and Certificates
11. The Officer's Certificate of Fund VI, executed by a duly authorized officer of Fund V
11. The Officer's Certificate of Fund VI, executed by a duly authorized officer of Fund VI GP in its capacity as general partner of Fund VI, delivered at closing on July 9, 2024 (the "Officer's Certificate");
12. The Secretary's Certificate of Fund VI, executed by a duly authorized officer of Fund
12. The Secretary's Certificate of Fund VI, executed by a duly authorized officer of Fund VI GP in its capacity as general partner of Fund VI, attaching thereto the Fund VI Partnership Documents, the GP Resolutions, and a certificate of incumbency of the officers and authorized signatories of Fund VI GP, delivered on July 9, 2024 (the "Secretary's Certificate"); and
13. Such other documents, records, certificates, agreements, instruments, and matters of
13. Such other documents, records, certificates, agreements, instruments, and matters of law as we have deemed necessary or appropriate for purposes of the opinions expressed herein. The documents identified in clauses (1) through (5) above are referred to collectively as the "Transaction Documents." The documents identified in clauses (6) through (10) above are referred to collectively as the "Organizational Documen
II. ASSUMPTIONS
Standard
⚑ Commercial term
II. ASSUMPTIONS In rendering the opinions set forth below, we have, with your consent and without independent investigation or verification, assumed the following: A. General Assumptions (a) All signatures on the Reviewed Documents and all other documents examined by us in connection with this opinion are genuine, and all documents submitted to us as originals are authentic, and all documents submitted to us as copie
III. OPINIONS
High
⚑ Indemnity / guarantee obligation
III. OPINIONS Based upon and subject to the foregoing, and subject to the qualifications, limitations, exceptions, and assumptions set forth herein, we are of the opinion that: Opinion 1: Due Organization and Good Standing. Fund VI is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied solely upon the Good Standin
IV. QUALIFICATIONS AND LIMITATIONS
High
⚑ Non-compete / exclusivity restraint
IV. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are subject to the following qualifications, limitations, and exceptions: A. Enforceability Exceptions The opinion set forth in Opinion 5 above regarding the enforceability of the Escrow Agreement is subject to and limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, liquidation, fraudulent convey
V. RELIANCE AND DISTRIBUTION LIMITATIONS
Medium
⚑ Forum / governing law
V. RELIANCE AND DISTRIBUTION LIMITATIONS This opinion letter is furnished solely for the benefit of Cobalt Trust Company, in its capacity as Escrow Agent under the Escrow Agreement, and may not be relied upon by any other person or entity (including, without limitation, any limited partner of Fund VI, any affiliate of the Escrow Agent, the Stockholder Representative, or any stockholder of the Company) without the pri