1015-00001 · Graymont Brothers Inc · Closing

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CONFIDENTIAL — DRAFT — SUBJECT TO REVISION

CALDERWOOD & HARKNESS LLP

Attorneys at Law

599 Lexington Avenue New York, New York 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

www.calderwoodharkness.com

[_], 2022

DRAFT — SUBJECT TO REVISION C&H Matter No. 1015-00001

To the Several Underwriters Named in Schedule I to the Underwriting Agreement (as defined below):

Hargrove Keating & Co. 383 Madison Place New York, New York 10017 As Representative of the Several Underwriters

Linden Pratt Securities LLC 200 Vesey Street, 40th Floor New York, New York 10281

Graymont Brothers Inc. 555 California Street, Suite 3200 San Francisco, California 94104

Barfield Stuart & Co. 101 Federal Street Boston, Massachusetts 02110

Crane Whitley Capital LLC 600 Travis Street, Suite 4400 Houston, Texas 77002

Ladies and Gentlemen:

I. Introduction

We have acted as special tax counsel to Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), in connection with the proposed initial public offering (the "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company. This opinion letter is being furnished to you pursuant to Section [] of the Underwriting Agreement, dated as of [_], 2022 (the "Underwriting Agreement"), among the Company, Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership (the "Selling Stockholder"), and the several underwriters named in Schedule I thereto (the "Underwriters"), for which Hargrove Keating & Co. is acting as representative (the "Representative"), relating to the Offering.

This opinion letter is being delivered as a condition to the obligations of the Underwriters at the closing under the Underwriting Agreement, and is being filed as Exhibit [] to the Registration Statement on Form S-1 (File No. [_]; SEC CIK 0001948372) of the Company (as amended from time to time, the "Registration Statement"), including the prospectus forming a part thereof (the "Prospectus"). In particular, this opinion addresses and confirms the discussion set forth in the section of the Prospectus captioned "Material U.S. Federal Income Tax Consequences" (the "Tax Disclosure").

Leonard Cross, a partner of Calderwood & Harkness LLP specializing in U.S. federal income taxation, has supervised the preparation of this opinion letter and the review of the Tax Disclosure.

Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Underwriting Agreement, the Registration Statement, or the Prospectus, as applicable.

II. Scope and Qualifications

A. Documents and Materials Reviewed

In connection with the preparation of this opinion letter, we have examined and relied upon originals, or copies identified to our satisfaction as being true copies, of the following documents, instruments, records, and other materials:

1. The Registration Statement on Form S-1 (File No. [_]; SEC CIK 0001948372), including all amendments thereto (Amendment No. 1, filed with the U.S. Securities and Exchange Commission (the "SEC") under EDGAR Accession No. 0001948372-22-000002; Amendment No. 2, filed with the SEC under EDGAR Accession No. 0001948372-22-000003), the Prospectus contained therein, and all exhibits and schedules filed therewith or incorporated therein by reference;

2. The Underwriting Agreement, in near-final draft form, among the Company, the Selling Stockholder, and the Underwriters;

3. The Amended and Restated Certificate of Incorporation of the Company, in the form to be in effect upon consummation of the Offering (the "IPO Charter");

4. The Amended and Restated Bylaws of the Company, in the form to be in effect upon consummation of the Offering (the "IPO Bylaws");

5. The Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Equity Incentive Plan");

6. The Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "ESPP");

7. The Amended and Restated Stockholders' Agreement, dated as of [_], 2022, among the Company, the Selling Stockholder, and certain other stockholders party thereto (the "Stockholders' Agreement");

8. The Registration Rights Agreement, dated as of [_], 2022, among the Company and certain stockholders party thereto (the "Registration Rights Agreement");

9. The U.S. federal income tax returns (IRS Form 1120 and supporting schedules) and other tax filings of the Company and its material subsidiaries, including CBR Holdings LLC, Calloway-Briggs Operating Company LLC, and various project-level special-purpose vehicles (collectively, the "Project SPVs"), for the taxable years ended December 31, 2019, December 31, 2020, and December 31, 2021;

10. The Amended and Restated Limited Liability Company Agreement of Solaris West Holdings LLC (the "Solaris West Partnership Agreement"), dated as of March 15, 2020, between CBR Holdings LLC and Veltara Basin Financial LLC, as amended, governing the tax-equity partnership arrangement for the Solaris West solar project (the "Solaris West Tax-Equity Partnership");

11. A draft Officer's Certificate of the Company (in the form attached hereto as Annex A), to be executed by Garrett Calloway, Chief Executive Officer, and Marcus Yoon, Chief Financial Officer, on behalf of the Company, containing certain factual representations and covenants upon which we have relied in rendering this opinion (the "Officer's Certificate");

12. Such other certificates, documents, instruments, records, corporate proceedings, and materials as we have deemed necessary or appropriate for purposes of this opinion, including our review of publicly available information regarding the Company and its subsidiaries.

B. Assumptions. In rendering the opinions expressed herein, we have, with your consent and without independent verification, assumed the following:

(a) All documents submitted to us as originals are authentic and complete, all documents submitted to us as copies conform to the authentic originals of such documents, and all signatures on all documents are genuine.

(b) The Registration Statement, as amended, will be declared effective by the SEC under the Securities Act of 1933, as amended (the "Securities Act"), and the Offering will be consummated in the manner described in the Registration Statement and the Prospectus, including the issuance, sale, and delivery of the shares of Common Stock by the Company and the Selling Stockholder to the Underwriters and the resale thereof to the public at the public offering price set forth in the Prospectus.

(c) The Company has been duly organized and is validly existing as a corporation under the laws of the State of Delaware and has been organized and operated in accordance with the IPO Charter and the IPO Bylaws, as described in the Registration Statement.

(d) The Common Stock will be listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "CBRI" and will constitute a class of stock that is "regularly traded on an established securities market" within the meaning of Treasury Regulation Section 1.897-1(m) and Section 1.1472-1(c)(1)(iv).

(e) The Company will continue to be classified as a C corporation (and not as an S corporation, a regulated investment company, a real estate investment trust, or other special-status entity) for U.S. federal income tax purposes at all relevant times.

(f) All representations, warranties, and covenants contained in the Officer's Certificate and in the Underwriting Agreement are and will be true, correct, and complete in all material respects as of the date of such certificate and as of the date of this opinion.

(g) The Company's Employer Identification Number (EIN) is 83-4027615.

(h) The factual matters, descriptions, and representations set forth in the Registration Statement, the Prospectus, the Underwriting Agreement, and the other documents identified above are true, correct, and complete in all material respects.

(i) Each party to the documents referred to herein (other than the Company, as to which we express no opinion on matters of corporate law) has been duly organized, is validly existing, and has the requisite power and authority to execute, deliver, and perform its obligations under such documents.

C. Qualifications and Limitations

The opinions expressed herein are subject to the following qualifications and limitations:

(i) This opinion addresses only the material U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock acquired in the Offering, and does not address any state, local, or non-U.S. (including foreign) tax consequences, or any U.S. federal tax consequences other than income tax consequences (including, without limitation, estate tax, gift tax, or generation-skipping transfer tax consequences). We note that a separate State and Local Tax Nexus Memorandum has been prepared by this firm for the internal use of the Company and its advisors, and the conclusions expressed therein are not incorporated into or reflected in this opinion.

(ii) This opinion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated thereunder (including proposed and temporary Treasury Regulations), published rulings and administrative pronouncements of the Internal Revenue Service (the "IRS"), and judicial decisions, each as in effect and available as of the date hereof. All of the foregoing authorities are subject to change or differing interpretation at any time, possibly with retroactive effect, and any such change or differing interpretation could affect the accuracy of the opinions and statements contained herein. We undertake no obligation to update or supplement this opinion to reflect any such changes.

(iii) No ruling has been requested from, or received from, the IRS with respect to any of the matters discussed herein. Accordingly, there can be no assurance that the IRS will not take a position contrary to one or more of the conclusions reached herein or that any such contrary position would not be sustained by a court of competent jurisdiction. An opinion of counsel is not binding on the IRS or any court, and no assurance can be given that a position taken contrary to the opinions expressed herein will not be asserted by the IRS or sustained by a court.

(iv) This opinion does not address every conceivable U.S. federal income tax consequence that may be relevant to any particular holder of Common Stock. Rather, this opinion is limited to the matters specifically set forth herein and in the Tax Disclosure section of the Prospectus, and no opinion should be inferred with respect to any other matter.

(v) This opinion does not address the tax consequences to holders of Common Stock who may be subject to special treatment under the Code, including, without limitation:

(A) banks and other financial institutions;

(B) insurance companies;

(D) tax-exempt organizations (including organizations described in Section 501(a) of the Code);

(E) dealers in securities or currencies;

(F) traders in securities who elect the mark-to-market method of accounting under Section 475 of the Code;

(G) U.S. expatriates and certain former citizens or long-term residents of the United States;

(H) persons holding Common Stock as part of a hedging, straddle, constructive sale, conversion, or other integrated transaction;

(I) persons who hold Common Stock through a partnership or other pass-through entity for U.S. federal income tax purposes;

(J) persons whose functional currency is not the U.S. dollar;

(K) "controlled foreign corporations" within the meaning of Section 957 of the Code;

(L) "passive foreign investment companies" within the meaning of Section 1297 of the Code; and

(M) persons who acquire Common Stock pursuant to the exercise of employee stock options or otherwise as compensation for services.

For purposes of this opinion, a "U.S. Holder" means a beneficial owner of Common Stock that is, for U.S. federal income tax purposes: (1) an individual who is a citizen or resident of the United States; (2) a corporation (or other entity classified as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust (a) the administration of which is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person. A "Non-U.S. Holder" means a beneficial owner of Common Stock (other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder.

Where an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Common Stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Partners in partnerships holding Common Stock should consult their own tax advisors regarding the applicable tax consequences.

III. Opinion — Tax Status of the Company

Based upon our review of the documents and materials described above, and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion that:

1. Corporate Classification. The Company is, and has at all relevant times been, classified as a corporation (specifically, a C corporation) for U.S. federal income tax purposes under the Code and applicable Treasury Regulations. The Company was organized as a corporation under the General Corporation Law of the State of Delaware and has not made, and is not treated as having made, any election to be classified other than as a corporation for U.S. federal income tax purposes.

2. Personal Holding Company Status. The Company is not, and will not upon consummation of the Offering become, a "personal holding company" within the meaning of Section 542 of the Code. Based on our review of the Company's income for the relevant taxable periods and the anticipated ownership structure of the Company's outstanding shares following the Offering, we believe it is unlikely that either the "adjusted ordinary gross income" test of Section 542(a)(1) of the Code or the stock-ownership test of Section 542(a)(2) of the Code will be satisfied following the consummation of the Offering. Prior to the consummation of the Offering, the stock-ownership test may have been satisfied by reason of the Selling Stockholder's ownership interest; however, the Company's income has not satisfied the adjusted ordinary gross income test for any of the taxable years under review.

3. Passive Foreign Investment Company. The provisions of Sections 1291 through 1298 of the Code relating to "passive foreign investment companies" (PFICs) are inapplicable to the Company because the Company is a domestic corporation organized under the laws of the State of Delaware. This confirmation is included for completeness only.

4. Subsidiary Classification — Disregarded Entities. The Company's wholly owned domestic limited liability company subsidiaries, including CBR Holdings LLC (EIN 84-2971438), Calloway-Briggs Operating Company LLC (EIN 84-3105692), and the various project-level special-purpose vehicles wholly owned by the Company or its subsidiaries, are each treated as disregarded entities for U.S. federal income tax purposes under Treasury Regulation Section 301.7701-3. None of such entities has filed an IRS Form 8832 electing to be classified as a corporation for U.S. federal income tax purposes, and accordingly, each is disregarded as an entity separate from its owner under the default classification rules of Treasury Regulation Section 301.7701-3(b)(1)(ii).

5. Subsidiary Classification — Solaris West Tax-Equity Partnership. The Solaris West Tax-Equity Partnership, structured as a partnership-flip arrangement between CBR Holdings LLC and Veltara Basin Financial LLC (the "Tax-Equity Investor"), pursuant to the Solaris West Partnership Agreement, is properly treated as a partnership for U.S. federal income tax purposes under Sections 761 and 7701 of the Code. The Tax-Equity Investor contributed approximately $280,000,000 to the Solaris West Tax-Equity Partnership, and the partnership-flip is expected to occur in or around 2028, at which time the allocation ratios for income, gain, loss, and deduction will adjust from the pre-flip allocations (weighted in favor of the Tax-Equity Investor) to the post-flip allocations (weighted in favor of CBR Holdings LLC), as described in the Solaris West Partnership Agreement.

6. No Recapture Triggered by the IPO. Based on the representations contained in the Officer's Certificate and our analysis of the partnership-flip structures utilized by the Company and its subsidiaries, the consummation of the Offering does not, in and of itself, give rise to a recapture event under Section 50 of the Code with respect to any Investment Tax Credits ("ITCs") previously claimed by or allocated to the Company or any of its subsidiaries, or with respect to any other credits (including Production Tax Credits ("PTCs") under Section 45 of the Code). In reaching this conclusion, we have relied upon the representation in the Officer's Certificate that the Offering will not result in a change in the tax classification of any of the Company's subsidiaries, that the Company will continue to hold (directly or indirectly through subsidiaries) the eligible energy property with respect to which ITCs have been claimed, that no disposition of such property is contemplated in connection with or as a result of the Offering, and that no "change in use" of such property (within the meaning of Section 50(a)(2) of the Code) will occur by reason of the Offering.

IV. Opinion — U.S. Federal Income Tax Consequences to U.S. Holders

Based upon our review of the documents and materials described above, and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion that the following discussion describes the material U.S. federal income tax consequences to U.S. Holders of the purchase, ownership, and disposition of Common Stock acquired in the Offering.

A. Distributions on Common Stock

Distributions of cash or other property made by the Company with respect to the Common Stock will constitute dividends for U.S. federal income tax purposes to the extent paid out of the Company's current or accumulated earnings and profits, as determined under the Code and applicable Treasury Regulations. Any portion of a distribution that exceeds the Company's current and accumulated earnings and profits will be treated first as a non-taxable return of capital, reducing the U.S. Holder's adjusted tax basis in the Common Stock (but not below zero), and thereafter as capital gain from the sale or exchange of the Common Stock, subject to the rules discussed in Section IV.B below.

Dividends received by a U.S. Holder that is a corporation (a "Corporate U.S. Holder") may be eligible for the dividends-received deduction under Section 243 of the Code, subject to applicable limitations, including limitations based on the Corporate U.S. Holder's taxable income, the holding-period requirements of Section 246(c) of the Code, the debt-financed portfolio stock rules of Section 246A of the Code, and the extraordinary dividend rules of Section 1059 of the Code. Corporate U.S. Holders should consult their own tax advisors regarding the availability and amount of any such dividends-received deduction.

Dividends received by a U.S. Holder that is an individual or other non-corporate holder (a "Non-Corporate U.S. Holder") may constitute "qualified dividend income" eligible for taxation at the preferential rates applicable to long-term capital gains under Section 1(h)(11) of the Code, provided that: (a) the Common Stock is held for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date; (b) the Company is not classified as a PFIC (which, as noted above, it is not, being a domestic corporation); and (c) certain other conditions are satisfied. Non-Corporate U.S. Holders should consult their own tax advisors regarding the applicability of the preferential rates to dividends received on the Common Stock.

We note that, as disclosed in the Prospectus, the Company does not currently anticipate paying cash dividends on the Common Stock in the foreseeable future. The Company intends to retain all available funds and future earnings, if any, to fund the development and expansion of its business. In addition, the Company's corporate credit agreement with Veltrano National Bank, dated as of June 12, 2021, as amended (the "Credit Facility"), contains certain covenants that restrict the Company's ability to declare or pay dividends or make other distributions on its capital stock, subject to specified exceptions and baskets. Accordingly, the foregoing discussion of the tax treatment of distributions may not be relevant to U.S. Holders in the near term.

B. Sale, Exchange, or Other Taxable Disposition of Common Stock

Upon a sale, exchange, or other taxable disposition of Common Stock, a U.S. Holder will generally recognize gain or loss equal to the difference, if any, between (a) the amount realized on the disposition (including the amount of any cash and the fair market value of any property received) and (b) the U.S. Holder's adjusted tax basis in the Common Stock disposed of. A U.S. Holder's initial tax basis in Common Stock acquired in the Offering will generally equal the price paid by such holder for the Common Stock.

Any gain or loss so recognized will be capital gain or loss. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder has held the Common Stock for more than one year at the time of the disposition. Long-term capital gains recognized by Non-Corporate U.S. Holders are generally eligible for taxation at reduced rates under Section 1(h) of the Code. The deductibility of capital losses is subject to limitations under Section 1211 of the Code. In particular, capital losses may generally be used by individuals to offset capital gains and up to $3,000 of ordinary income per taxable year (or $1,500 in the case of a married individual filing separately). For corporations, capital losses may generally be used only to offset capital gains.

C. Net Investment Income Tax

In addition to regular U.S. federal income tax, certain Non-Corporate U.S. Holders (including individuals, estates, and trusts) whose income exceeds certain thresholds may be subject to a 3.8% tax on "net investment income" under Section 1411 of the Code. Net investment income generally includes, among other things, dividends on and net gains from the disposition of property (such as the Common Stock), reduced by any properly allocable deductions to such income or gains. U.S. Holders that are individuals, estates, or trusts should consult their own tax advisors regarding the applicability of the net investment income tax to their particular circumstances.

V. Opinion — U.S. Federal Income Tax Consequences to Non-U.S. Holders

Based upon our review of the documents and materials described above, and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion that the following discussion describes the material U.S. federal income tax consequences to Non-U.S. Holders of the purchase, ownership, and disposition of Common Stock acquired in the Offering.

A. Distributions on Common Stock

Distributions of cash or other property made by the Company with respect to the Common Stock that constitute dividends for U.S. federal income tax purposes (as described in Section IV.A above) generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividend, or at such lower rate as may be specified by an applicable income tax treaty between the United States and the Non-U.S. Holder's country of residence, provided that the Non-U.S. Holder furnishes a valid IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (in the case of an entity) to the applicable withholding agent, certifying the Non-U.S. Holder's eligibility for the reduced treaty rate. A Non-U.S. Holder that does not timely furnish the required certification, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their own tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are "effectively connected" with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if an applicable income tax treaty so requires, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder), such dividends will not be subject to the 30% U.S. federal withholding tax described above, provided that the Non-U.S. Holder furnishes a valid IRS Form W-8ECI to the applicable withholding agent. Instead, such effectively connected dividends will be subject to U.S. federal income tax on a net-income basis at the regular graduated rates applicable to U.S. persons. In addition, a Non-U.S. Holder that is a corporation may be subject to the branch profits tax under Section 884 of the Code at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on its "effectively connected earnings and profits" (subject to adjustments), which would include effectively connected dividends received on the Common Stock. Non-U.S. Holders should consult their own tax advisors regarding any applicable income tax treaties that may provide for different rules.

Distributions that are not dividends (i.e., distributions in excess of the Company's current and accumulated earnings and profits) will be treated as described in Section IV.A above (i.e., first as a non-taxable return of capital and then as gain from the disposition of the Common Stock, subject to the rules described in Section V.B below). The applicable withholding agent may withhold U.S. federal withholding tax on the entire amount of any distribution to a Non-U.S. Holder unless such holder provides a certification as to its eligibility for a reduced rate. A Non-U.S. Holder may seek a refund from the IRS of any amounts withheld in excess of the Non-U.S. Holder's actual U.S. federal income tax liability.

B. Sale, Exchange, or Other Taxable Disposition of Common Stock

A Non-U.S. Holder will generally not be subject to U.S. federal income tax (including withholding tax) on any gain realized upon the sale, exchange, or other taxable disposition of Common Stock unless:

(a) the gain is "effectively connected" with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if an applicable income tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder), in which case the gain will be subject to U.S. federal income tax at the regular graduated rates applicable to U.S. persons, and a Non-U.S. Holder that is a corporation may also be subject to the branch profits tax under Section 884 of the Code at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty);

(b) the Non-U.S. Holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year of the disposition and certain other conditions are met, in which case the gain (reduced by certain U.S.-source capital losses, if any) will be subject to U.S. federal income tax at a flat rate of 30% (or such lower rate as may be specified by an applicable income tax treaty); or

(c) the Company is or has been a "United States real property holding corporation" (a "USRPHC") within the meaning of Section 897(c)(2) of the Code at any time during the shorter of the five-year period ending on the date of disposition and the Non-U.S. Holder's holding period for the Common Stock (the "Testing Period"), and certain other conditions described below are met.

USRPHC Analysis. A domestic corporation is classified as a USRPHC if the fair market value of its "United States real property interests" (as defined in Section 897(c)(1) of the Code, "USRPIs") equals or exceeds 50% of the sum of the fair market value of its USRPIs, its interests in real property located outside the United States, and its other assets used or held for use in a trade or business. Based upon the nature of the Company's assets — which consist principally of utility-scale solar, wind, and battery-storage projects located across Texas, New Mexico, Arizona, California, and Oklahoma, with total assets of approximately $3.94 billion as of December 31, 2021 — the Company believes, and we concur, that the Company may constitute a USRPHC. The Company's interests in real property (including fee interests, leasehold interests, and easements related to its energy projects) may constitute USRPIs that, together with the Company's other assets, could result in the Company satisfying the 50% threshold described above.

However, even if the Company is or has been a USRPHC during the Testing Period, a Non-U.S. Holder will not be subject to tax under Section 897 of the Code (commonly referred to as "FIRPTA") on gain recognized on a disposition of Common Stock if the Common Stock is "regularly traded on an established securities market" (within the meaning of Section 897(c)(3) of the Code and Treasury Regulation Section 1.897-1(m)) and the Non-U.S. Holder has not actually or constructively owned more than 5% of the outstanding shares of Common Stock at any time during the Testing Period. Upon consummation of the Offering, the Common Stock is expected to be listed on the NYSE under the ticker symbol "CBRI," and we expect that the Common Stock will be treated as "regularly traded on an established securities market" for these purposes. Accordingly, so long as the Common Stock continues to be so traded, only Non-U.S. Holders who actually or constructively own more than 5% of the outstanding Common Stock during the Testing Period will be subject to FIRPTA tax on a disposition of Common Stock.

Non-U.S. Holders who actually or constructively own more than 5% of the outstanding Common Stock, or who may own more than 5% during the Testing Period, should consult their own tax advisors regarding the application of FIRPTA to any disposition of their Common Stock, including the potential obligation of the transferee to withhold 15% of the amount realized on the disposition under Section 1445 of the Code.

C. FATCA Withholding

Under Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as "FATCA"), a withholding tax of 30% may apply to dividends paid on the Common Stock to: (a) a "foreign financial institution" (as defined in Section 1471(d)(4) of the Code), whether as a beneficial owner or an intermediary, unless such institution enters into an agreement with the U.S. Department of the Treasury to report certain information regarding accounts held by certain "specified United States persons" (as defined in Section 1473(3) of the Code) or by certain entities with one or more substantial U.S. owners (or is deemed to have entered into such an agreement under an applicable intergovernmental agreement); or (b) a "non-financial foreign entity" (as defined in Section 1472(d) of the Code), whether as a beneficial owner or an intermediary, unless such entity provides the withholding agent with a certification identifying certain direct and indirect substantial U.S. owners of the entity, certifies that it has no such substantial U.S. owners, or qualifies for an exception under applicable Treasury Regulations.

We note that, under proposed Treasury Regulations (REG-112096-22) published on December 18, 2018, which may be relied upon by taxpayers pending finalization, FATCA withholding would not apply to gross proceeds from the sale or other disposition of stock. Previously, FATCA withholding was scheduled to apply to gross proceeds from such dispositions for payments made after December 31, 2018. Holders should consult their own tax advisors regarding the application of FATCA to their particular circumstances, including the potential applicability of any intergovernmental agreements.

The FATCA withholding tax will apply to the relevant payments regardless of whether the payment would otherwise be exempt from U.S. federal withholding tax (e.g., under an applicable income tax treaty). However, if FATCA withholding applies to a payment, the 30% FATCA withholding tax generally will be creditable against, and therefore will reduce, the otherwise applicable 30% (or lower treaty rate) withholding tax described in Section V.A above.

VI. Information Reporting and Backup Withholding

Dividends paid on the Common Stock and proceeds from the sale or other taxable disposition of Common Stock may be subject to information reporting to the IRS and possible U.S. federal backup withholding. The backup withholding rate is currently 24%.

U.S. Holders. Backup withholding generally will not apply to a U.S. Holder who: (a) furnishes a correct taxpayer identification number ("TIN") and makes all required certifications, generally by providing a properly completed IRS Form W-9; (b) is a corporation or other entity exempt from backup withholding and, when required, demonstrates that status; or (c) is otherwise exempt from backup withholding. A U.S. Holder who does not provide a correct TIN may be subject to penalties imposed by the IRS in addition to backup withholding.

Non-U.S. Holders. Backup withholding generally will not apply to a Non-U.S. Holder who provides the required certification of its non-U.S. status, generally by furnishing a valid IRS Form W-8BEN, IRS Form W-8BEN-E, or other appropriate IRS Form W-8, to the applicable withholding agent, or who otherwise establishes an exemption. However, the applicable withholding agent may be required to report to the IRS and to the Non-U.S. Holder the amount of dividends paid and any tax withheld with respect to such dividends, regardless of whether backup withholding is required. Copies of any such information returns may be made available by the IRS, under the provisions of an applicable income tax treaty or other agreement, to the tax authorities of the country in which the Non-U.S. Holder resides.

Credit or Refund. Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against the applicable holder's U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to their particular circumstances.

VII. Tax Consequences Related to Tax-Equity Structures (Company-Level)

For completeness, and consistent with the Tax Disclosure in the Prospectus, we note the following with respect to the Company's tax-equity structures:

(a) The Company, through its subsidiaries, has entered into the Solaris West Tax-Equity Partnership with Veltara Basin Financial LLC and utilizes ITCs under Section 48 of the Code and PTCs under Section 45 of the Code across its portfolio of utility-scale renewable energy projects. The allocation and utilization of such credits, and the corresponding effects on the Company's taxable income, losses, and accumulated earnings and profits, are matters that affect the Company at the entity level. These matters do not directly affect the U.S. federal income tax consequences to purchasers of Common Stock in the Offering, other than indirectly through their potential impact on the Company's current and accumulated earnings and profits (which, as discussed in Sections IV.A and V.A above, determine the extent to which distributions on Common Stock are treated as dividends).

(b) As set forth in Section III.6 above, based on the representations contained in the Officer's Certificate and our analysis of the applicable partnership-flip structures, the consummation of the Offering does not, in and of itself, trigger ITC recapture under Section 50 of the Code with respect to any of the Company's projects. The Offering does not result in a direct or indirect change of ownership of the energy property at the project level, does not cause a "change in use" of any eligible energy property within the meaning of Section 50(a)(2) of the Code, and does not otherwise give rise to a recapture event with respect to any ITCs or PTCs previously claimed by or allocated to the Company or any of its subsidiaries. We note that Section 50(a) of the Code generally provides for recapture of ITCs if the underlying energy property is disposed of, or otherwise ceases to be investment credit property, before the close of the applicable recapture period (generally five years from the date the property is placed in service).

(c) The hypothetical liquidation at book value ("HLBV") methodology used by the Company for financial accounting purposes in respect of its tax-equity partnerships, including the Solaris West Tax-Equity Partnership, is an accounting convention applied under U.S. generally accepted accounting principles for purposes of allocating income or loss to the members of such partnerships in the Company's consolidated financial statements. The HLBV methodology is not a method of determining taxable income or loss for U.S. federal income tax purposes, and its application does not alter the substantive U.S. federal income tax analysis set forth herein.

VIII. Confirmation of Tax Disclosure

Based upon and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion that the discussion set forth in the Prospectus under the heading "Material U.S. Federal Income Tax Consequences," subject to the qualifications, assumptions, and limitations stated therein and herein, constitutes, in all material respects, a fair and accurate summary of the material U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock as of the date hereof. In rendering this opinion, we have considered the discussion in the Tax Disclosure in its entirety and have confirmed that the legal conclusions and descriptions of law contained therein are consistent with our understanding of applicable U.S. federal income tax law as of the date hereof.

IX. Reliance and Limitations

This opinion is rendered solely for the benefit of the addressees hereof (i.e., the several Underwriters named in Schedule I to the Underwriting Agreement) and may not be relied upon by any other person or entity without the prior written consent of Calderwood & Harkness LLP. Notwithstanding the foregoing, the Company may rely on this opinion to the extent expressly provided in the Underwriting Agreement.

This opinion is rendered as of the date hereof, and we undertake no obligation, and hereby disclaim any obligation, to advise you of any changes in the matters stated, represented, or assumed herein or of any changes in applicable law or the interpretation thereof that may occur after the date hereof, whether or not such changes may affect the opinions expressed herein.

This opinion is being delivered in connection with, and as of the closing of, the Offering described in the Underwriting Agreement and is subject in all respects to the assumptions, qualifications, and limitations set forth herein. The opinions expressed herein are limited to the matters specifically set forth above, and no other opinions should be inferred or implied beyond the matters expressly stated herein.

We hereby consent to the filing of this opinion (or a final executed version hereof) as an exhibit to the Registration Statement and to the reference to Calderwood & Harkness LLP under the captions "Legal Matters" and "Material U.S. Federal Income Tax Consequences" in the Prospectus. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC promulgated thereunder.

[Remainder of page intentionally left blank; signature page follows]

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Leonard Cross

Title: Partner

Date: ________

DRAFT — NOT FOR EXECUTION

C&H Matter No. 1015-00001 Draft prepared for internal review and comment by Calderwood & Harkness LLP. This draft has not been executed and does not constitute a final legal opinion. The Offering to which this opinion relates did not proceed to closing, and this opinion was never delivered to the addressees in executed form.

CONFIDENTIAL — DRAFT — SUBJECT TO REVISION
CALDERWOOD & HARKNESS LLP
Attorneys at Law
599 Lexington Avenue New York, New York 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
www.calderwoodharkness.com
[_], 2022
DRAFT — SUBJECT TO REVISION C&H Matter No. 1015-00001
To the Several Underwriters Named in Schedule I to the Underwriting Agreement (as defined below):
Hargrove Keating & Co. 383 Madison Place New York, New York 10017 As Representative of the Several Underwriters
Linden Pratt Securities LLC 200 Vesey Street, 40th Floor New York, New York 10281
Graymont Brothers Inc. 555 California Street, Suite 3200 San Francisco, California 94104
Barfield Stuart & Co. 101 Federal Street Boston, Massachusetts 02110
Crane Whitley Capital LLC 600 Travis Street, Suite 4400 Houston, Texas 77002
Ladies and Gentlemen:
I. Introduction
We have acted as special tax counsel to Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), in connection with the proposed initial public offering (the "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company. This opinion letter is being furnished to you pursuant to Section [] of the Underwriting Agreement, dated as of [_], 2022 (the "Underwriting Agreement"), among the Company, Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership (the "Selling Stockholder"), and the several underwriters named in Schedule I thereto (the "Underwriters"), for which Hargrove Keating & Co. is acting as representative (the "Representative"), relating to the Offering.
This opinion letter is being delivered as a condition to the obligations of the Underwriters at the closing under the Underwriting Agreement, and is being filed as Exhibit [] to the Registration Statement on Form S-1 (File No. [_]; SEC CIK 0001948372) of the Company (as amended from time to time, the "Registration Statement"), including the prospectus forming a part thereof (the "Prospectus"). In particular, this opinion addresses and confirms the discussion set forth in the section of the Prospectus captioned "Material U.S. Federal Income Tax Consequences" (the "Tax Disclosure").
Leonard Cross, a partner of Calderwood & Harkness LLP specializing in U.S. federal income taxation, has supervised the preparation of this opinion letter and the review of the Tax Disclosure.
Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Underwriting Agreement, the Registration Statement, or the Prospectus, as applicable.
II. Scope and Qualifications
A. Documents and Materials Reviewed
In connection with the preparation of this opinion letter, we have examined and relied upon originals, or copies identified to our satisfaction as being true copies, of the following documents, instruments, records, and other materials:
1.  The Registration Statement on Form S-1 (File No. [_]; SEC CIK 0001948372), including all amendments thereto (Amendment No. 1, filed with the U.S. Securities and Exchange Commission (the "SEC") under EDGAR Accession No. 0001948372-22-000002; Amendment No. 2, filed with the SEC under EDGAR Accession No. 0001948372-22-000003), the Prospectus contained therein, and all exhibits and schedules filed therewith or incorporated therein by reference;
2.  The Underwriting Agreement, in near-final draft form, among the Company, the Selling Stockholder, and the Underwriters;
3.  The Amended and Restated Certificate of Incorporation of the Company, in the form to be in effect upon consummation of the Offering (the "IPO Charter");
4.  The Amended and Restated Bylaws of the Company, in the form to be in effect upon consummation of the Offering (the "IPO Bylaws");
5.  The Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Equity Incentive Plan");
6.  The Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "ESPP");
7.  The Amended and Restated Stockholders' Agreement, dated as of [_], 2022, among the Company, the Selling Stockholder, and certain other stockholders party thereto (the "Stockholders' Agreement");
8.  The Registration Rights Agreement, dated as of [_], 2022, among the Company and certain stockholders party thereto (the "Registration Rights Agreement");
9.  The U.S. federal income tax returns (IRS Form 1120 and supporting schedules) and other tax filings of the Company and its material subsidiaries, including CBR Holdings LLC, Calloway-Briggs Operating Company LLC, and various project-level special-purpose vehicles (collectively, the "Project SPVs"), for the taxable years ended December 31, 2019, December 31, 2020, and December 31, 2021;
10.  The Amended and Restated Limited Liability Company Agreement of Solaris West Holdings LLC (the "Solaris West Partnership Agreement"), dated as of March 15, 2020, between CBR Holdings LLC and Veltara Basin Financial LLC, as amended, governing the tax-equity partnership arrangement for the Solaris West solar project (the "Solaris West Tax-Equity Partnership");
11.  A draft Officer's Certificate of the Company (in the form attached hereto as Annex A), to be executed by Garrett Calloway, Chief Executive Officer, and Marcus Yoon, Chief Financial Officer, on behalf of the Company, containing certain factual representations and covenants upon which we have relied in rendering this opinion (the "Officer's Certificate");
12.  Such other certificates, documents, instruments, records, corporate proceedings, and materials as we have deemed necessary or appropriate for purposes of this opinion, including our review of publicly available information regarding the Company and its subsidiaries.
B. Assumptions.  In rendering the opinions expressed herein, we have, with your consent and without independent verification, assumed the following:
(a) All documents submitted to us as originals are authentic and complete, all documents submitted to us as copies conform to the authentic originals of such documents, and all signatures on all documents are genuine.
(b) The Registration Statement, as amended, will be declared effective by the SEC under the Securities Act of 1933, as amended (the "Securities Act"), and the Offering will be consummated in the manner described in the Registration Statement and the Prospectus, including the issuance, sale, and delivery of the shares of Common Stock by the Company and the Selling Stockholder to the Underwriters and the resale thereof to the public at the public offering price set forth in the Prospectus.
(c) The Company has been duly organized and is validly existing as a corporation under the laws of the State of Delaware and has been organized and operated in accordance with the IPO Charter and the IPO Bylaws, as described in the Registration Statement.
(d) The Common Stock will be listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "CBRI" and will constitute a class of stock that is "regularly traded on an established securities market" within the meaning of Treasury Regulation Section 1.897-1(m) and Section 1.1472-1(c)(1)(iv).
(e) The Company will continue to be classified as a C corporation (and not as an S corporation, a regulated investment company, a real estate investment trust, or other special-status entity) for U.S. federal income tax purposes at all relevant times.
(f) All representations, warranties, and covenants contained in the Officer's Certificate and in the Underwriting Agreement are and will be true, correct, and complete in all material respects as of the date of such certificate and as of the date of this opinion.
(g) The Company's Employer Identification Number (EIN) is 83-4027615.
(h) The factual matters, descriptions, and representations set forth in the Registration Statement, the Prospectus, the Underwriting Agreement, and the other documents identified above are true, correct, and complete in all material respects.
(i) Each party to the documents referred to herein (other than the Company, as to which we express no opinion on matters of corporate law) has been duly organized, is validly existing, and has the requisite power and authority to execute, deliver, and perform its obligations under such documents.
C. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications and limitations:
(i) This opinion addresses only the material U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock acquired in the Offering, and does not address any state, local, or non-U.S. (including foreign) tax consequences, or any U.S. federal tax consequences other than income tax consequences (including, without limitation, estate tax, gift tax, or generation-skipping transfer tax consequences). We note that a separate State and Local Tax Nexus Memorandum has been prepared by this firm for the internal use of the Company and its advisors, and the conclusions expressed therein are not incorporated into or reflected in this opinion.
(ii) This opinion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated thereunder (including proposed and temporary Treasury Regulations), published rulings and administrative pronouncements of the Internal Revenue Service (the "IRS"), and judicial decisions, each as in effect and available as of the date hereof. All of the foregoing authorities are subject to change or differing interpretation at any time, possibly with retroactive effect, and any such change or differing interpretation could affect the accuracy of the opinions and statements contained herein. We undertake no obligation to update or supplement this opinion to reflect any such changes.
(iii) No ruling has been requested from, or received from, the IRS with respect to any of the matters discussed herein. Accordingly, there can be no assurance that the IRS will not take a position contrary to one or more of the conclusions reached herein or that any such contrary position would not be sustained by a court of competent jurisdiction. An opinion of counsel is not binding on the IRS or any court, and no assurance can be given that a position taken contrary to the opinions expressed herein will not be asserted by the IRS or sustained by a court.
(iv) This opinion does not address every conceivable U.S. federal income tax consequence that may be relevant to any particular holder of Common Stock. Rather, this opinion is limited to the matters specifically set forth herein and in the Tax Disclosure section of the Prospectus, and no opinion should be inferred with respect to any other matter.
(v) This opinion does not address the tax consequences to holders of Common Stock who may be subject to special treatment under the Code, including, without limitation:
(A) banks and other financial institutions;
(B) insurance companies;
(C) regulated investment companies and real estate investment trusts;
(D) tax-exempt organizations (including organizations described in Section 501(a) of the Code);
(E) dealers in securities or currencies;
(F) traders in securities who elect the mark-to-market method of accounting under Section 475 of the Code;
(G) U.S. expatriates and certain former citizens or long-term residents of the United States;
(H) persons holding Common Stock as part of a hedging, straddle, constructive sale, conversion, or other integrated transaction;
(I) persons who hold Common Stock through a partnership or other pass-through entity for U.S. federal income tax purposes;
(J) persons whose functional currency is not the U.S. dollar;
(K) "controlled foreign corporations" within the meaning of Section 957 of the Code;
(L) "passive foreign investment companies" within the meaning of Section 1297 of the Code; and
(M) persons who acquire Common Stock pursuant to the exercise of employee stock options or otherwise as compensation for services.
For purposes of this opinion, a "U.S. Holder" means a beneficial owner of Common Stock that is, for U.S. federal income tax purposes: (1) an individual who is a citizen or resident of the United States; (2) a corporation (or other entity classified as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust (a) the administration of which is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person. A "Non-U.S. Holder" means a beneficial owner of Common Stock (other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder.
Where an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Common Stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Partners in partnerships holding Common Stock should consult their own tax advisors regarding the applicable tax consequences.
III. Opinion — Tax Status of the Company
Based upon our review of the documents and materials described above, and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion that:
1.  Corporate Classification. The Company is, and has at all relevant times been, classified as a corporation (specifically, a C corporation) for U.S. federal income tax purposes under the Code and applicable Treasury Regulations. The Company was organized as a corporation under the General Corporation Law of the State of Delaware and has not made, and is not treated as having made, any election to be classified other than as a corporation for U.S. federal income tax purposes.
2.  Personal Holding Company Status. The Company is not, and will not upon consummation of the Offering become, a "personal holding company" within the meaning of Section 542 of the Code. Based on our review of the Company's income for the relevant taxable periods and the anticipated ownership structure of the Company's outstanding shares following the Offering, we believe it is unlikely that either the "adjusted ordinary gross income" test of Section 542(a)(1) of the Code or the stock-ownership test of Section 542(a)(2) of the Code will be satisfied following the consummation of the Offering. Prior to the consummation of the Offering, the stock-ownership test may have been satisfied by reason of the Selling Stockholder's ownership interest; however, the Company's income has not satisfied the adjusted ordinary gross income test for any of the taxable years under review.
3.  Passive Foreign Investment Company. The provisions of Sections 1291 through 1298 of the Code relating to "passive foreign investment companies" (PFICs) are inapplicable to the Company because the Company is a domestic corporation organized under the laws of the State of Delaware. This confirmation is included for completeness only.
4.  Subsidiary Classification — Disregarded Entities. The Company's wholly owned domestic limited liability company subsidiaries, including CBR Holdings LLC (EIN 84-2971438), Calloway-Briggs Operating Company LLC (EIN 84-3105692), and the various project-level special-purpose vehicles wholly owned by the Company or its subsidiaries, are each treated as disregarded entities for U.S. federal income tax purposes under Treasury Regulation Section 301.7701-3. None of such entities has filed an IRS Form 8832 electing to be classified as a corporation for U.S. federal income tax purposes, and accordingly, each is disregarded as an entity separate from its owner under the default classification rules of Treasury Regulation Section 301.7701-3(b)(1)(ii).
5.  Subsidiary Classification — Solaris West Tax-Equity Partnership. The Solaris West Tax-Equity Partnership, structured as a partnership-flip arrangement between CBR Holdings LLC and Veltara Basin Financial LLC (the "Tax-Equity Investor"), pursuant to the Solaris West Partnership Agreement, is properly treated as a partnership for U.S. federal income tax purposes under Sections 761 and 7701 of the Code. The Tax-Equity Investor contributed approximately $280,000,000 to the Solaris West Tax-Equity Partnership, and the partnership-flip is expected to occur in or around 2028, at which time the allocation ratios for income, gain, loss, and deduction will adjust from the pre-flip allocations (weighted in favor of the Tax-Equity Investor) to the post-flip allocations (weighted in favor of CBR Holdings LLC), as described in the Solaris West Partnership Agreement.
6.  No Recapture Triggered by the IPO. Based on the representations contained in the Officer's Certificate and our analysis of the partnership-flip structures utilized by the Company and its subsidiaries, the consummation of the Offering does not, in and of itself, give rise to a recapture event under Section 50 of the Code with respect to any Investment Tax Credits ("ITCs") previously claimed by or allocated to the Company or any of its subsidiaries, or with respect to any other credits (including Production Tax Credits ("PTCs") under Section 45 of the Code). In reaching this conclusion, we have relied upon the representation in the Officer's Certificate that the Offering will not result in a change in the tax classification of any of the Company's subsidiaries, that the Company will continue to hold (directly or indirectly through subsidiaries) the eligible energy property with respect to which ITCs have been claimed, that no disposition of such property is contemplated in connection with or as a result of the Offering, and that no "change in use" of such property (within the meaning of Section 50(a)(2) of the Code) will occur by reason of the Offering.
IV. Opinion — U.S. Federal Income Tax Consequences to U.S. Holders
Based upon our review of the documents and materials described above, and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion that the following discussion describes the material U.S. federal income tax consequences to U.S. Holders of the purchase, ownership, and disposition of Common Stock acquired in the Offering.
A. Distributions on Common Stock
Distributions of cash or other property made by the Company with respect to the Common Stock will constitute dividends for U.S. federal income tax purposes to the extent paid out of the Company's current or accumulated earnings and profits, as determined under the Code and applicable Treasury Regulations. Any portion of a distribution that exceeds the Company's current and accumulated earnings and profits will be treated first as a non-taxable return of capital, reducing the U.S. Holder's adjusted tax basis in the Common Stock (but not below zero), and thereafter as capital gain from the sale or exchange of the Common Stock, subject to the rules discussed in Section IV.B below.
Dividends received by a U.S. Holder that is a corporation (a "Corporate U.S. Holder") may be eligible for the dividends-received deduction under Section 243 of the Code, subject to applicable limitations, including limitations based on the Corporate U.S. Holder's taxable income, the holding-period requirements of Section 246(c) of the Code, the debt-financed portfolio stock rules of Section 246A of the Code, and the extraordinary dividend rules of Section 1059 of the Code. Corporate U.S. Holders should consult their own tax advisors regarding the availability and amount of any such dividends-received deduction.
Dividends received by a U.S. Holder that is an individual or other non-corporate holder (a "Non-Corporate U.S. Holder") may constitute "qualified dividend income" eligible for taxation at the preferential rates applicable to long-term capital gains under Section 1(h)(11) of the Code, provided that: (a) the Common Stock is held for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date; (b) the Company is not classified as a PFIC (which, as noted above, it is not, being a domestic corporation); and (c) certain other conditions are satisfied. Non-Corporate U.S. Holders should consult their own tax advisors regarding the applicability of the preferential rates to dividends received on the Common Stock.
We note that, as disclosed in the Prospectus, the Company does not currently anticipate paying cash dividends on the Common Stock in the foreseeable future. The Company intends to retain all available funds and future earnings, if any, to fund the development and expansion of its business. In addition, the Company's corporate credit agreement with Veltrano National Bank, dated as of June 12, 2021, as amended (the "Credit Facility"), contains certain covenants that restrict the Company's ability to declare or pay dividends or make other distributions on its capital stock, subject to specified exceptions and baskets. Accordingly, the foregoing discussion of the tax treatment of distributions may not be relevant to U.S. Holders in the near term.
B. Sale, Exchange, or Other Taxable Disposition of Common Stock
Upon a sale, exchange, or other taxable disposition of Common Stock, a U.S. Holder will generally recognize gain or loss equal to the difference, if any, between (a) the amount realized on the disposition (including the amount of any cash and the fair market value of any property received) and (b) the U.S. Holder's adjusted tax basis in the Common Stock disposed of. A U.S. Holder's initial tax basis in Common Stock acquired in the Offering will generally equal the price paid by such holder for the Common Stock.
Any gain or loss so recognized will be capital gain or loss. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder has held the Common Stock for more than one year at the time of the disposition. Long-term capital gains recognized by Non-Corporate U.S. Holders are generally eligible for taxation at reduced rates under Section 1(h) of the Code. The deductibility of capital losses is subject to limitations under Section 1211 of the Code. In particular, capital losses may generally be used by individuals to offset capital gains and up to $3,000 of ordinary income per taxable year (or $1,500 in the case of a married individual filing separately). For corporations, capital losses may generally be used only to offset capital gains.
C. Net Investment Income Tax
In addition to regular U.S. federal income tax, certain Non-Corporate U.S. Holders (including individuals, estates, and trusts) whose income exceeds certain thresholds may be subject to a 3.8% tax on "net investment income" under Section 1411 of the Code. Net investment income generally includes, among other things, dividends on and net gains from the disposition of property (such as the Common Stock), reduced by any properly allocable deductions to such income or gains. U.S. Holders that are individuals, estates, or trusts should consult their own tax advisors regarding the applicability of the net investment income tax to their particular circumstances.
V. Opinion — U.S. Federal Income Tax Consequences to Non-U.S. Holders
Based upon our review of the documents and materials described above, and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion that the following discussion describes the material U.S. federal income tax consequences to Non-U.S. Holders of the purchase, ownership, and disposition of Common Stock acquired in the Offering.
A. Distributions on Common Stock
Distributions of cash or other property made by the Company with respect to the Common Stock that constitute dividends for U.S. federal income tax purposes (as described in Section IV.A above) generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividend, or at such lower rate as may be specified by an applicable income tax treaty between the United States and the Non-U.S. Holder's country of residence, provided that the Non-U.S. Holder furnishes a valid IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (in the case of an entity) to the applicable withholding agent, certifying the Non-U.S. Holder's eligibility for the reduced treaty rate. A Non-U.S. Holder that does not timely furnish the required certification, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their own tax advisors regarding their entitlement to benefits under any applicable income tax treaty.
If dividends paid to a Non-U.S. Holder are "effectively connected" with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if an applicable income tax treaty so requires, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder), such dividends will not be subject to the 30% U.S. federal withholding tax described above, provided that the Non-U.S. Holder furnishes a valid IRS Form W-8ECI to the applicable withholding agent. Instead, such effectively connected dividends will be subject to U.S. federal income tax on a net-income basis at the regular graduated rates applicable to U.S. persons. In addition, a Non-U.S. Holder that is a corporation may be subject to the branch profits tax under Section 884 of the Code at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on its "effectively connected earnings and profits" (subject to adjustments), which would include effectively connected dividends received on the Common Stock. Non-U.S. Holders should consult their own tax advisors regarding any applicable income tax treaties that may provide for different rules.
Distributions that are not dividends (i.e., distributions in excess of the Company's current and accumulated earnings and profits) will be treated as described in Section IV.A above (i.e., first as a non-taxable return of capital and then as gain from the disposition of the Common Stock, subject to the rules described in Section V.B below). The applicable withholding agent may withhold U.S. federal withholding tax on the entire amount of any distribution to a Non-U.S. Holder unless such holder provides a certification as to its eligibility for a reduced rate. A Non-U.S. Holder may seek a refund from the IRS of any amounts withheld in excess of the Non-U.S. Holder's actual U.S. federal income tax liability.
B. Sale, Exchange, or Other Taxable Disposition of Common Stock
A Non-U.S. Holder will generally not be subject to U.S. federal income tax (including withholding tax) on any gain realized upon the sale, exchange, or other taxable disposition of Common Stock unless:
(a) the gain is "effectively connected" with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if an applicable income tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder), in which case the gain will be subject to U.S. federal income tax at the regular graduated rates applicable to U.S. persons, and a Non-U.S. Holder that is a corporation may also be subject to the branch profits tax under Section 884 of the Code at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty);
(b) the Non-U.S. Holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year of the disposition and certain other conditions are met, in which case the gain (reduced by certain U.S.-source capital losses, if any) will be subject to U.S. federal income tax at a flat rate of 30% (or such lower rate as may be specified by an applicable income tax treaty); or
(c) the Company is or has been a "United States real property holding corporation" (a "USRPHC") within the meaning of Section 897(c)(2) of the Code at any time during the shorter of the five-year period ending on the date of disposition and the Non-U.S. Holder's holding period for the Common Stock (the "Testing Period"), and certain other conditions described below are met.
USRPHC Analysis. A domestic corporation is classified as a USRPHC if the fair market value of its "United States real property interests" (as defined in Section 897(c)(1) of the Code, "USRPIs") equals or exceeds 50% of the sum of the fair market value of its USRPIs, its interests in real property located outside the United States, and its other assets used or held for use in a trade or business. Based upon the nature of the Company's assets — which consist principally of utility-scale solar, wind, and battery-storage projects located across Texas, New Mexico, Arizona, California, and Oklahoma, with total assets of approximately $3.94 billion as of December 31, 2021 — the Company believes, and we concur, that the Company may constitute a USRPHC. The Company's interests in real property (including fee interests, leasehold interests, and easements related to its energy projects) may constitute USRPIs that, together with the Company's other assets, could result in the Company satisfying the 50% threshold described above.
However, even if the Company is or has been a USRPHC during the Testing Period, a Non-U.S. Holder will not be subject to tax under Section 897 of the Code (commonly referred to as "FIRPTA") on gain recognized on a disposition of Common Stock if the Common Stock is "regularly traded on an established securities market" (within the meaning of Section 897(c)(3) of the Code and Treasury Regulation Section 1.897-1(m)) and the Non-U.S. Holder has not actually or constructively owned more than 5% of the outstanding shares of Common Stock at any time during the Testing Period. Upon consummation of the Offering, the Common Stock is expected to be listed on the NYSE under the ticker symbol "CBRI," and we expect that the Common Stock will be treated as "regularly traded on an established securities market" for these purposes. Accordingly, so long as the Common Stock continues to be so traded, only Non-U.S. Holders who actually or constructively own more than 5% of the outstanding Common Stock during the Testing Period will be subject to FIRPTA tax on a disposition of Common Stock.
Non-U.S. Holders who actually or constructively own more than 5% of the outstanding Common Stock, or who may own more than 5% during the Testing Period, should consult their own tax advisors regarding the application of FIRPTA to any disposition of their Common Stock, including the potential obligation of the transferee to withhold 15% of the amount realized on the disposition under Section 1445 of the Code.
C. FATCA Withholding
Under Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as "FATCA"), a withholding tax of 30% may apply to dividends paid on the Common Stock to: (a) a "foreign financial institution" (as defined in Section 1471(d)(4) of the Code), whether as a beneficial owner or an intermediary, unless such institution enters into an agreement with the U.S. Department of the Treasury to report certain information regarding accounts held by certain "specified United States persons" (as defined in Section 1473(3) of the Code) or by certain entities with one or more substantial U.S. owners (or is deemed to have entered into such an agreement under an applicable intergovernmental agreement); or (b) a "non-financial foreign entity" (as defined in Section 1472(d) of the Code), whether as a beneficial owner or an intermediary, unless such entity provides the withholding agent with a certification identifying certain direct and indirect substantial U.S. owners of the entity, certifies that it has no such substantial U.S. owners, or qualifies for an exception under applicable Treasury Regulations.
We note that, under proposed Treasury Regulations (REG-112096-22) published on December 18, 2018, which may be relied upon by taxpayers pending finalization, FATCA withholding would not apply to gross proceeds from the sale or other disposition of stock. Previously, FATCA withholding was scheduled to apply to gross proceeds from such dispositions for payments made after December 31, 2018. Holders should consult their own tax advisors regarding the application of FATCA to their particular circumstances, including the potential applicability of any intergovernmental agreements.
The FATCA withholding tax will apply to the relevant payments regardless of whether the payment would otherwise be exempt from U.S. federal withholding tax (e.g., under an applicable income tax treaty). However, if FATCA withholding applies to a payment, the 30% FATCA withholding tax generally will be creditable against, and therefore will reduce, the otherwise applicable 30% (or lower treaty rate) withholding tax described in Section V.A above.
VI. Information Reporting and Backup Withholding
Dividends paid on the Common Stock and proceeds from the sale or other taxable disposition of Common Stock may be subject to information reporting to the IRS and possible U.S. federal backup withholding. The backup withholding rate is currently 24%.
U.S. Holders. Backup withholding generally will not apply to a U.S. Holder who: (a) furnishes a correct taxpayer identification number ("TIN") and makes all required certifications, generally by providing a properly completed IRS Form W-9; (b) is a corporation or other entity exempt from backup withholding and, when required, demonstrates that status; or (c) is otherwise exempt from backup withholding. A U.S. Holder who does not provide a correct TIN may be subject to penalties imposed by the IRS in addition to backup withholding.
Non-U.S. Holders. Backup withholding generally will not apply to a Non-U.S. Holder who provides the required certification of its non-U.S. status, generally by furnishing a valid IRS Form W-8BEN, IRS Form W-8BEN-E, or other appropriate IRS Form W-8, to the applicable withholding agent, or who otherwise establishes an exemption. However, the applicable withholding agent may be required to report to the IRS and to the Non-U.S. Holder the amount of dividends paid and any tax withheld with respect to such dividends, regardless of whether backup withholding is required. Copies of any such information returns may be made available by the IRS, under the provisions of an applicable income tax treaty or other agreement, to the tax authorities of the country in which the Non-U.S. Holder resides.
Credit or Refund. Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against the applicable holder's U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to their particular circumstances.
VII. Tax Consequences Related to Tax-Equity Structures (Company-Level)
For completeness, and consistent with the Tax Disclosure in the Prospectus, we note the following with respect to the Company's tax-equity structures:
(a) The Company, through its subsidiaries, has entered into the Solaris West Tax-Equity Partnership with Veltara Basin Financial LLC and utilizes ITCs under Section 48 of the Code and PTCs under Section 45 of the Code across its portfolio of utility-scale renewable energy projects. The allocation and utilization of such credits, and the corresponding effects on the Company's taxable income, losses, and accumulated earnings and profits, are matters that affect the Company at the entity level. These matters do not directly affect the U.S. federal income tax consequences to purchasers of Common Stock in the Offering, other than indirectly through their potential impact on the Company's current and accumulated earnings and profits (which, as discussed in Sections IV.A and V.A above, determine the extent to which distributions on Common Stock are treated as dividends).
(b) As set forth in Section III.6 above, based on the representations contained in the Officer's Certificate and our analysis of the applicable partnership-flip structures, the consummation of the Offering does not, in and of itself, trigger ITC recapture under Section 50 of the Code with respect to any of the Company's projects. The Offering does not result in a direct or indirect change of ownership of the energy property at the project level, does not cause a "change in use" of any eligible energy property within the meaning of Section 50(a)(2) of the Code, and does not otherwise give rise to a recapture event with respect to any ITCs or PTCs previously claimed by or allocated to the Company or any of its subsidiaries. We note that Section 50(a) of the Code generally provides for recapture of ITCs if the underlying energy property is disposed of, or otherwise ceases to be investment credit property, before the close of the applicable recapture period (generally five years from the date the property is placed in service).
(c) The hypothetical liquidation at book value ("HLBV") methodology used by the Company for financial accounting purposes in respect of its tax-equity partnerships, including the Solaris West Tax-Equity Partnership, is an accounting convention applied under U.S. generally accepted accounting principles for purposes of allocating income or loss to the members of such partnerships in the Company's consolidated financial statements. The HLBV methodology is not a method of determining taxable income or loss for U.S. federal income tax purposes, and its application does not alter the substantive U.S. federal income tax analysis set forth herein.
VIII. Confirmation of Tax Disclosure
Based upon and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion that the discussion set forth in the Prospectus under the heading "Material U.S. Federal Income Tax Consequences," subject to the qualifications, assumptions, and limitations stated therein and herein, constitutes, in all material respects, a fair and accurate summary of the material U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock as of the date hereof. In rendering this opinion, we have considered the discussion in the Tax Disclosure in its entirety and have confirmed that the legal conclusions and descriptions of law contained therein are consistent with our understanding of applicable U.S. federal income tax law as of the date hereof.
IX. Reliance and Limitations
This opinion is rendered solely for the benefit of the addressees hereof (i.e., the several Underwriters named in Schedule I to the Underwriting Agreement) and may not be relied upon by any other person or entity without the prior written consent of Calderwood & Harkness LLP. Notwithstanding the foregoing, the Company may rely on this opinion to the extent expressly provided in the Underwriting Agreement.
This opinion is rendered as of the date hereof, and we undertake no obligation, and hereby disclaim any obligation, to advise you of any changes in the matters stated, represented, or assumed herein or of any changes in applicable law or the interpretation thereof that may occur after the date hereof, whether or not such changes may affect the opinions expressed herein.
This opinion is being delivered in connection with, and as of the closing of, the Offering described in the Underwriting Agreement and is subject in all respects to the assumptions, qualifications, and limitations set forth herein. The opinions expressed herein are limited to the matters specifically set forth above, and no other opinions should be inferred or implied beyond the matters expressly stated herein.
We hereby consent to the filing of this opinion (or a final executed version hereof) as an exhibit to the Registration Statement and to the reference to Calderwood & Harkness LLP under the captions "Legal Matters" and "Material U.S. Federal Income Tax Consequences" in the Prospectus. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC promulgated thereunder.
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Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Leonard Cross
Title: Partner
Date: ________
DRAFT — NOT FOR EXECUTION
C&H Matter No. 1015-00001 Draft prepared for internal review and comment by Calderwood & Harkness LLP. This draft has not been executed and does not constitute a final legal opinion. The Offering to which this opinion relates did not proceed to closing, and this opinion was never delivered to the addressees in executed form.

CONFIDENTIAL — DRAFT — SUBJECT TO REVISION

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