1015-00001 · Graymont Brothers Inc · Closing

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DRAFT — FOR DISCUSSION PURPOSES ONLY

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]

To the several Underwriters named in the Underwriting Agreement referred to below:

c/o Hargrove Keating & Co. 383 Madison Place New York, New York 10017

Attention: Oliver Marchetti, Managing Director, Equity Capital Markets

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:

We have acted as counsel to Calloway-Briggs Renewables Inc., a corporation duly organized and existing under the laws of the State of Delaware (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. The Offering is to be made pursuant to a Registration Statement on Form S-1 (File No. 333-[_]; SEC CIK 0001948372) filed with the Securities and Exchange Commission (the "**SEC**") under the Securities Act of 1933, as amended (the "**Securities Act**") (such Registration Statement, as amended and supplemented, including all exhibits thereto and documents incorporated by reference therein, the "**Registration Statement**"), and the related prospectus forming a part thereof (the "**Prospectus**"), and an Underwriting Agreement dated [__, 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 therein (the "Underwriters"), for which Hargrove Keating & Co. is acting as representative (in such capacity, the "Representative").

This opinion is being delivered to you pursuant to Section [__] of the Underwriting Agreement as a condition to the obligations of the several Underwriters at the Closing Date (as defined in the Underwriting Agreement).

We understand that the Company has applied to list the Common Stock on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI" (NYSE Application No. NYSE-2022-04218). The aggregate offering size contemplated by the Registration Statement is approximately $600,000,000 (inclusive of the overallotment option granted to the Underwriters). The base offering consists of approximately 23,713,636 shares of Common Stock at an assumed public offering price of $22.00 per share, of which approximately 16,895,455 shares (representing approximately $371,700,000) are to be sold by the Company (the "Primary Shares") and 6,818,182 shares (representing approximately $150,000,000) are to be sold by the Selling Stockholder (the "Secondary Shares"). The Underwriters have been granted an option (the "Overallotment Option"), exercisable for a period of thirty (30) days from the date of the final Prospectus, to purchase up to an additional 3,559,091 shares of Common Stock (the "Overallotment Shares") from the Company, at the public offering price less the underwriting discount. If the Overallotment Option is exercised in full, the total number of shares of Common Stock sold in the Offering would be 27,272,727, and the aggregate offering size would be approximately $600,000,000.

In rendering the opinions set forth herein, we have examined and relied upon the originals or copies, certified or otherwise identified to our satisfaction, of the documents and instruments described in Section 1 below.

DRAFT — FOR DISCUSSION PURPOSES ONLY

Section 1. Documents Examined

In connection with the opinions expressed herein, we have examined and are familiar with originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Transaction Documents"):

1. The Underwriting Agreement, in near-final draft form, among the Company, Pinnacle Vista Capital Partners III, LP, and the several Underwriters named therein, pursuant to which Hargrove Keating & Co. is acting as Representative of the several Underwriters.

2. The Registration Statement on Form S-1, including all amendments thereto, filed with the SEC under the Securities Act, consisting of:

(a) the confidential draft registration statement (DRS-1), submitted on April 11, 2022 (EDGAR Accession No. 0001948372-22-000001);

(b) Amendment No. 1 to the Registration Statement, filed on May 20, 2022 (EDGAR Accession No. 0001948372-22-000002); and

including, in each case, all exhibits filed therewith and all documents incorporated by reference therein, and the Prospectus forming a part thereof.

3. The Amended and Restated Certificate of Incorporation of the Company (the "Amended Charter"), in the form to be filed with the Secretary of State of the State of Delaware and to become effective upon the Closing Date.

4. The Amended and Restated Bylaws of the Company (the "Amended Bylaws"), in the form to be adopted and to become effective upon the Closing Date.

5. The Certificate of Incorporation of the Company, as currently in effect (the "Existing Charter").

6. The Bylaws of the Company, as currently in effect (the "Existing Bylaws").

7. Resolutions of the Board of Directors of the Company (the "Board Resolutions"), adopted at a meeting of the Board of Directors duly called and held, authorizing (a) the Offering and related transactions, (b) the filing of the Registration Statement with the SEC and any amendments thereto, (c) the engagement of the Underwriters and execution of the Underwriting Agreement, (d) the adoption of the Amended Charter and the Amended Bylaws, (e) the adoption of the 2022 Omnibus Equity Incentive Plan and the 2022 Employee Stock Purchase Plan, and (f) such other corporate actions as are necessary or desirable in connection with the foregoing.

8. The Written Consent of Stockholders of the Company (the "Stockholder Consent"), executed by Pinnacle Vista Capital Partners III, LP and the Company's co-founders, Garrett Calloway and Elaine Briggs, representing in the aggregate more than ninety percent (90%) of the voting power of the outstanding capital stock of the Company, adopting (a) the Amended Charter, (b) the 2022 Omnibus Equity Incentive Plan, and (c) the 2022 Employee Stock Purchase Plan.

9. The Pricing Agreement (the "Pricing Agreement"), in template/pro forma form (with blanks for the final public offering price, number of shares, and underwriting discount), which is to be executed at the time of pricing of the Offering. The Pricing Agreement has not yet been executed as of the date of this draft opinion.

10. The Form of Lock-Up Agreement (the "Lock-Up Agreement"), providing for a one-hundred-eighty (180)-day lock-up period applicable to each director, executive officer, and holder of one percent (1%) or more of the pre-IPO Common Stock of the Company.

11. The Amended and Restated Stockholders' Agreement (IPO Form) (the "Stockholders' Agreement"), among the Company, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs, to become effective upon the Closing Date.

12. The Registration Rights Agreement (the "Registration Rights Agreement"), between the Company and Pinnacle Vista Capital Partners III, LP, to become effective upon the Closing Date.

13. The Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Equity Incentive Plan"), providing for the reservation of 12,727,273 shares of Common Stock for issuance thereunder.

14. The Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "ESPP"), providing for the reservation of 2,545,455 shares of Common Stock for issuance thereunder.

15. The Form of Indemnification Agreement (the "Indemnification Agreement"), between the Company and each of its directors and executive officers, to become effective upon the Closing Date.

16. A Certificate of Good Standing (or equivalent) for the Company issued by the Secretary of State of the State of Delaware (to be obtained as of or shortly prior to the Closing Date).

17. A Certificate of Good Standing (or equivalent) for the Company issued by the Secretary of State of the State of Texas (to be obtained as of or shortly prior to the Closing Date).

18. An Officer's Certificate of the Company (in draft form), to be executed on the Closing Date by Garrett Calloway, Chief Executive Officer, and Marcus Yoon, Chief Financial Officer, certifying as to certain factual matters relating to the Company and the transactions contemplated by the Underwriting Agreement (the "Officer's Certificate").

19. A Secretary's Certificate of the Company (in draft form), to be executed on the Closing Date by Sandra Haverford, General Counsel and Corporate Secretary, certifying, among other things, as to the incumbency of certain officers, the authenticity of the Amended Charter and Amended Bylaws, and the adoption of the Board Resolutions and Stockholder Consent (the "Secretary's Certificate").

20. Such other certificates, documents, corporate records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein, including, without limitation, the documents and agreements described on Schedule B attached hereto.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic, facsimile, or electronic copies, and the authenticity of the originals of such latter documents. We have also assumed that each document reviewed by us in draft or specimen form will be executed and delivered in such form, or in a form that does not differ in any material respect from the form reviewed by us.

DRAFT — FOR DISCUSSION PURPOSES ONLY

Section 2. Assumptions

In rendering the opinions set forth in this letter, we have, with your consent, relied upon the following assumptions, without independent investigation or verification:

(a) Genuineness of Signatures and Authenticity of Documents. All signatures on documents and instruments examined by us are genuine, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform to the originals thereof. All documents examined by us that were executed outside our presence were duly executed and delivered.

(b) Power and Authority of Other Parties. Each party to the Underwriting Agreement and the other Transaction Documents (other than the Company) has the requisite organizational power and authority to execute and deliver, and to perform its obligations under, the Underwriting Agreement and any other Transaction Document to which it is a party, and has taken all necessary organizational action to authorize such execution, delivery, and performance.

(c) Binding Obligations of Other Parties. The Underwriting Agreement and the other Transaction Documents constitute legal, valid, and binding obligations of each party thereto (other than the Company), enforceable against each such party in accordance with their respective terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(d) Effectiveness of Registration Statement. The Registration Statement will have been declared effective by the SEC under the Securities Act prior to the Closing Date, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no proceedings for that purpose will have been initiated or, to our knowledge, threatened by the SEC at or prior to the Closing Date.

(e) Execution of Pricing Agreement. The Pricing Agreement will be duly executed and delivered by all parties thereto with the final pricing terms inserted, including the final public offering price per share, the exact number of shares of Common Stock to be sold by the Company and by the Selling Stockholder, and the underwriting discount (which is expected to consist of a gross spread of 5.50% of the public offering price).

(f) Delivery Against Payment. The shares of Common Stock to be sold in the Offering will be delivered against payment of the purchase price therefor in accordance with the terms of the Underwriting Agreement, through the facilities of The Depository Trust Company.

(g) No Change in Law. There will be no change in the applicable law of the State of Delaware, the State of New York, or the federal law of the United States between the date of this opinion and the Closing Date that would affect the validity of the opinions expressed herein.

(h) Filing of Amended Charter. The Amended Charter will be duly filed with the Secretary of State of the State of Delaware and will be in full force and effect as of the Closing Date. We have assumed that the Secretary of State of the State of Delaware will accept the Amended Charter for filing without modification.

(i) Adoption of Amended Bylaws. The Amended Bylaws will be duly adopted by the Board of Directors and will be in full force and effect as of the Closing Date.

(j) Truth of Certificates. All factual matters stated in the Officer's Certificate of Garrett Calloway and Marcus Yoon, and the Secretary's Certificate of Sandra Haverford, are and will be true and correct as of the date of such certificates and as of the Closing Date.

(k) Registered Agent. The Company's registered agent for service of process in the State of Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, and such appointment is and will remain in full force and effect.

(l) Compliance with Terms. Each of the parties to the Transaction Documents will comply with all of their respective covenants and obligations thereunder, and all conditions to the obligations of each party under the Transaction Documents will be satisfied or duly waived.

DRAFT — FOR DISCUSSION PURPOSES ONLY

Section 3. Opinions

Based upon and subject to the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

3.1 Due Incorporation and Good Standing

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Company is duly qualified to transact business as a foreign corporation and is in good standing in the State of Texas and in each other jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, including the States of New Mexico, Arizona, California, and Oklahoma, which are the jurisdictions in which the Company's project operations are currently conducted. The Company was incorporated in the State of Delaware and has been assigned Employer Identification Number 83-4027615. The Company's principal executive offices are located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746.

3.2 Subsidiaries. Each of the subsidiaries of the Company listed on Schedule A attached hereto (each, a "Material Subsidiary" and, collectively, the "Material Subsidiaries") has been duly organized and is validly existing and, where applicable, in good standing under the laws of its respective jurisdiction of organization. The Material Subsidiaries are as follows: CBR Holdings LLC, a Delaware limited liability company; Calloway-Briggs Operating Company LLC, a Texas limited liability company; Solaris West Solar LLC, a Texas limited liability company; Red Mesa Wind Energy LLC, an Oklahoma limited liability company; Painted Rock Solar LLC, an Arizona limited liability company; Pronghorn Wind LLC, a Texas limited liability company; Brazos Energy Storage LLC, a Texas limited liability company; Mesquite Wind Holdings LLC, a Texas limited liability company; Cimarron Solar Development LLC, a New Mexico limited liability company; and CBR Development Co. LLC, a Texas limited liability company. Each Material Subsidiary has the organizational power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. All of the outstanding equity interests of each Material Subsidiary are owned, directly or indirectly, by the Company, free and clear of all liens, encumbrances, equities, pledges, charges, security interests, or claims, other than liens permitted under the Company's existing credit facilities as described in the Registration Statement and on Schedule B attached hereto.

3.3 Capitalization. The authorized capital stock of the Company, as set forth in the Amended Charter (in the form to be effective upon the Closing Date), consists of [_] shares of Common Stock, par value $0.01 per share, and [_] shares of Preferred Stock, par value $0.01 per share (the "Preferred Stock"). Immediately prior to the consummation of the Offering (and after giving effect to the reclassification of all outstanding shares of preferred stock of the Company into shares of Common Stock and the other recapitalization transactions to occur in connection with the Offering, as described in the Registration Statement and the Prospectus), 100,000,000 shares of Common Stock are issued and outstanding. Of such outstanding shares, approximately sixty-two percent (62%) (approximately 62,000,000 shares) are held by Pinnacle Vista Capital Partners III, LP; approximately twenty-four percent (24%) are held, in the aggregate, by co-founders Garrett Calloway and Elaine Briggs, together with members of the Company's management; and approximately fourteen percent (14%) are held by earlier-stage investors and employees. No shares of Preferred Stock will be issued and outstanding immediately prior to the Closing Date. All outstanding shares of Common Stock have been duly authorized, are validly issued, fully paid, and non-assessable. No stockholder of the Company has any preemptive rights with respect to the Common Stock, except as described in the Registration Statement and the Prospectus. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, subscriptions, convertible securities, or other rights to purchase or acquire shares of Common Stock or Preferred Stock.

3.4 Valid Issuance of Shares

The shares of Common Stock to be sold by the Company in the Offering (the "Primary Shares"), when issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement and the Pricing Agreement at the public offering price stated therein (less the underwriting discount), will be duly authorized, validly issued, fully paid, and non-assessable. Based upon an assumed public offering price of $22.00 per share and a primary offering by the Company of approximately $371,700,000, the Primary Shares will consist of approximately 16,895,455 shares. In the event the Overallotment Option is exercised in full, up to 3,559,091 additional shares of Common Stock to be issued by the Company as Overallotment Shares will, when so issued and delivered against payment therefor, be duly authorized, validly issued, fully paid, and non-assessable. No stockholder of the Company will have any preemptive right with respect to the issuance of the Primary Shares or the Overallotment Shares.

The shares of Common Stock to be reserved for issuance under the Equity Incentive Plan (12,727,273 shares, representing approximately ten percent (10%) of the 127,272,727 shares of Common Stock expected to be outstanding on a fully-exercised basis following the consummation of the Offering) and the ESPP (2,545,455 shares, representing approximately two percent (2%) of such 127,272,727 shares) have been duly authorized and reserved for issuance. When issued in accordance with the terms of the Equity Incentive Plan or the ESPP, as applicable, such shares will be validly issued, fully paid, and non-assessable.

3.5 Due Authorization

All necessary corporate action on the part of the Company and its stockholders has been duly taken to authorize:

(a) the execution, delivery, and performance by the Company of the Underwriting Agreement, the Pricing Agreement, and the other Transaction Documents to which the Company is or will be a party;

(b) the preparation and filing of the Registration Statement with the SEC, including all amendments and supplements thereto;

(c) the issuance and sale of the Primary Shares and, upon exercise of the Overallotment Option, the Overallotment Shares;

(d) the adoption of the Amended Charter and the filing thereof with the Secretary of State of the State of Delaware, and the adoption of the Amended Bylaws;

(e) the adoption of the Equity Incentive Plan and the ESPP, and the reservation of shares of Common Stock for issuance thereunder;

(f) the execution and delivery of the Lock-Up Agreements by the Company, in the form required by the Underwriting Agreement;

(g) the execution and delivery of the Stockholders' Agreement among the Company, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs;

(h) the execution and delivery of the Registration Rights Agreement between the Company and Pinnacle Vista Capital Partners III, LP; and

(i) the execution and delivery of the Indemnification Agreements between the Company and each of its directors and executive officers.

Such authorization includes the Board Resolutions adopted by the Board of Directors of the Company and the Stockholder Consent executed by Pinnacle Vista Capital Partners III, LP and the Company's co-founders, Garrett Calloway and Elaine Briggs, which holders collectively represent more than ninety percent (90%) of the voting power of the outstanding capital stock of the Company. We have reviewed copies of the Board Resolutions and the Stockholder Consent, and based upon such review and the Secretary's Certificate, each of such actions was duly and validly taken in accordance with the Delaware General Corporation Law, the Existing Charter, and the Existing Bylaws.

3.6 Enforceability of the Underwriting Agreement

The Underwriting Agreement has been duly authorized by all necessary corporate action on the part of the Company and, when duly executed and delivered by the Company and each of the other parties thereto, will constitute a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by:

(i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, and similar laws relating to or affecting creditors' rights generally;

(ii) general principles of equity (whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of the adequacy of any legal remedy; and

(iii) the possible unenforceability of provisions of the Underwriting Agreement relating to indemnification and contribution to the extent that such provisions may be held to be inconsistent with, or violative of, the public policy underlying the federal securities laws or the securities laws of any state, including, without limitation, Sections 11 and 12 of the Securities Act and Section 17 thereof.

The Underwriting Agreement provides that it is governed by, and is to be construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof that would result in the application of the laws of another jurisdiction. We express no opinion as to the applicability or effect of the law of any jurisdiction other than the State of New York, the Delaware General Corporation Law, and the federal law of the United States, to the extent specifically addressed herein.

3.7 No Conflicts

The execution, delivery, and performance by the Company of the Underwriting Agreement and each of the other Transaction Documents, and the consummation of the transactions contemplated thereby, including the issuance and sale of the shares of Common Stock in the Offering, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the Amended Charter or Amended Bylaws of the Company (or, prior to the effectiveness of the Amended Charter and Amended Bylaws, the Existing Charter or Existing Bylaws);

(b) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with the giving of notice, the lapse of time, or both, would constitute a default) under, or result in the termination, cancellation, modification, or acceleration of any obligation under, any material agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument to which the Company or any Material Subsidiary is a party or by which any of them is bound, or to which any of their respective properties or assets is subject, including, without limitation, the following material agreements (each as more fully described on Schedule B attached hereto):

(I) the Corporate Revolving Credit Facility (aggregate commitments of $400,000,000, Veltrano National Bank, N.A. as Administrative Agent, maturity January 2027) — subject to receipt of the lender consent required under the terms of such facility;

(II) the Corporate Term Loan B Facility ($650,000,000 original principal amount, $612,500,000 currently outstanding, Veltrano National Bank, N.A. as Administrative Agent, maturity January 2029) — subject to receipt of the lender consent required under the terms of such facility;

(III) the Mesquite Wind construction-to-term loan facility ($165,000,000 commitment, Prairie Commercial Bank, N.A. as Administrative Agent, conversion to term loan expected December 2024) — subject to delivery of the required notice of the Offering under the terms of such facility;

(IV) the Cimarron Solar construction-to-term loan facility ($143,000,000 commitment, Prairie Commercial Bank, N.A. as Administrative Agent, conversion to term loan expected March 2025) — subject to delivery of the required notice of the Offering under the terms of such facility;

(V) the Solaris West tax-equity partnership agreement between Solaris West Solar LLC and Veltara Basin Financial LLC ($280,000,000 total tax-equity investment, with tax-equity flip expected to occur in 2028) — subject to receipt of consent of Veltara Basin Financial LLC and confirmation that the Offering and related transactions do not constitute a recapture event under such agreement; and

(VI) material power purchase agreements, engineering, procurement, and construction contracts, operations and maintenance agreements, and interconnection agreements to which the Company or any Material Subsidiary is a party, as identified on Schedule B hereto;

(c) violate any order, judgment, injunction, decree, statute, rule, or regulation of any court or governmental authority having jurisdiction over the Company or any Material Subsidiary or any of their respective properties or assets, including, without limitation, applicable provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules and regulations of the SEC promulgated thereunder, and the applicable rules of the NYSE; or

(d) result in the creation or imposition of any lien, charge, pledge, security interest, or encumbrance of any kind on any of the properties or assets of the Company or any Material Subsidiary.

The opinion expressed in this Section 3.7 is limited to the Delaware General Corporation Law (including the constitutional provisions and reported judicial decisions interpreting such law), the laws of the State of New York, and the federal laws of the United States. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of Texas, the State of New Mexico, the State of Arizona, the State of California, or the State of Oklahoma.

3.8 Governmental Approvals and Consents

No consent, approval, authorization, order, registration, filing, or qualification of or with any federal, state, local, or foreign governmental or regulatory authority or agency is required in connection with the execution, delivery, and performance by the Company of the Underwriting Agreement or the issuance and sale of the shares of Common Stock in the Offering, except for:

(a) the filing of the Registration Statement and any and all amendments and post-effective amendments thereto with the SEC, and the effectiveness thereof, under the Securities Act;

(b) such filings as may be required under the securities or "blue sky" laws of any state of the United States in connection with the purchase and distribution of the shares of Common Stock by the Underwriters (it being noted that, pursuant to Section 18 of the Securities Act, as added by the National Securities Markets Improvement Act of 1996 ("NSMIA"), the shares of Common Stock, once listed on the NYSE, will constitute "covered securities" and will be exempt from state-level registration and qualification requirements, subject to applicable notice filing and fee requirements);

(d) the listing of the shares of Common Stock on the NYSE (NYSE Application No. NYSE-2022-04218; proposed ticker symbol "CBRI"), and the satisfaction of NYSE listing requirements;

(e) the filing of a registration statement on Form 8-A under the Exchange Act to register the Common Stock under Section 12(b) thereof, and the effectiveness of such registration;

(f) clearance by the Financial Industry Regulatory Authority, Inc. ("FINRA") of the underwriting terms and arrangements in connection with the Offering (FINRA Filing No. 20221129-01), including the compensation and other terms of the Underwriting Agreement; and

(g) such consents, waivers, and notices as are required under the Company's credit agreements and project-finance documents as identified in Section 3.7(b) above.

3.9 Registration Statement

The Registration Statement, comprising the confidential draft registration statement (DRS-1) initially submitted to the SEC on April 11, 2022, together with Amendment No. 1 filed on May 20, 2022 and Amendment No. 2 filed on June 10, 2022, has been duly prepared and filed with the SEC by the Company under the Securities Act. We understand, based upon correspondence with the Staff of the SEC, that the SEC provided oral clearance of the Registration Statement on June 14, 2022, subject to the filing of a final pricing amendment reflecting the terms of the Offering (which pricing amendment has not been filed as of the date of this draft opinion). Assuming the Registration Statement is declared effective by the SEC under the Securities Act, the issuance and sale of the shares of Common Stock as contemplated by the Underwriting Agreement will be registered under the Securities Act by virtue of such effective Registration Statement, and no further registration under the Securities Act is required for the issuance and sale of such shares by the Company and the Selling Stockholder, or for the resale of such shares by the Underwriters, in the manner contemplated by the Underwriting Agreement and the Prospectus.

The form of the Registration Statement, at the time it was initially filed with the SEC and at the time of each amendment thereto, complied as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder, including Regulation S-K and Regulation S-X, as applicable.

3.10 Description of Capital Stock

The statements set forth in the Registration Statement and the Prospectus under the captions "Description of Capital Stock," "Shares Eligible for Future Sale," and "Material U.S. Federal Income Tax Consequences," insofar as such statements purport to summarize or describe the provisions of the Delaware General Corporation Law, the Amended Charter and Amended Bylaws of the Company, or the terms of the Common Stock, are accurate in all material respects. This opinion is limited to a review of the accuracy of such statements as legal descriptions or summaries of the matters referred to therein, and we do not express any opinion as to the accuracy or completeness of any financial data, projections, or other factual statements included in such sections.

3.11 Investment Company Act

The Company is not, and after giving effect to the Offering and the application of the net proceeds therefrom as described in the Prospectus under the caption "Use of Proceeds," will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), or the rules and regulations of the SEC promulgated thereunder. We note that, as described in the Prospectus, the Company intends to apply the net proceeds of the Offering as follows: approximately $200,000,000 to repay a portion of the outstanding balance under the Corporate Term Loan B Facility, approximately $100,000,000 toward the construction costs associated with the Cimarron Solar project, and approximately $71,700,000 for general corporate purposes. In reaching the conclusion expressed in this Section 3.11, we have considered the nature and operations of the Company and its Material Subsidiaries, including the fact that the Company is primarily engaged, directly or through its subsidiaries, in the development, construction, ownership, and operation of renewable energy generation and energy storage assets, and is not primarily engaged in the business of investing, reinvesting, or trading in securities.

3.12 Lock-Up Agreements

The Form of Lock-Up Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Lock-Up Agreements that have been executed by the directors, executive officers, and holders of one percent (1%) or more of the pre-IPO Common Stock of the Company (a total of approximately eighteen (18) signatories have been identified; of such signatories, fifteen (15) had executed Lock-Up Agreements as of June 17, 2022, with three (3) remaining outstanding due to the dormancy of the Offering) constitute (or, when executed and delivered by the remaining signatories, will constitute) legal, valid, and binding obligations of the respective signatories thereto, enforceable against each such signatory in accordance with their respective terms, subject, as to enforceability, to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generally and (ii) general principles of equity (whether considered in a proceeding in equity or at law).

The Lock-Up Agreements provide for a lock-up period of one hundred eighty (180) days commencing upon the date of the final Prospectus. During the lock-up period, each signatory has agreed not to, without the prior written consent of the Representative, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock.

The Lock-Up Agreements contain certain customary carve-outs, including transfers (x) to affiliates of the signatory, (y) for bona fide estate-planning purposes (including transfers to trusts, family limited partnerships, or similar entities established for the benefit of the signatory's immediate family members), (z) for the purpose of adopting a trading plan pursuant to Rule 10b5-1 under the Exchange Act (provided that no sales or dispositions of shares of Common Stock are made under any such plan during the lock-up period), and (aa) pledges of shares of Common Stock to institutional lenders as collateral for bona fide loans, provided that any foreclosure on such shares during the lock-up period shall be subject to the restrictions of the Lock-Up Agreement. Each of the foregoing carve-outs is consistent with market practice and the requirements of the Underwriting Agreement. Any early release from the lock-up restrictions is subject to the prior written consent of Hargrove Keating & Co. (as Representative) or the occurrence of a "Change of Control" of the Company, as defined in the Lock-Up Agreement.

DRAFT — FOR DISCUSSION PURPOSES ONLY

Section 4. Qualifications and Limitations

The opinions expressed in this letter are subject to the following qualifications and limitations:

(a) Jurisdictional Limitation. The opinions expressed herein are limited solely to the Delaware General Corporation Law (including the constitutional provisions and reported judicial decisions interpreting such law), the laws of the State of New York, and the federal laws of the United States, in each case as in effect on the date hereof. We do not express any opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of Texas, the State of New Mexico, the State of Arizona, the State of California, or the State of Oklahoma. To the extent that the transactions contemplated by the Underwriting Agreement or the other Transaction Documents may be governed by, or subject to, the laws of any jurisdiction other than those specified in the preceding sentence, we have assumed, without independent investigation, that such laws do not affect the opinions expressed herein.

(b) Securities Law Limitation. Except as specifically set forth in Sections 3.8, 3.9, and 3.10 above, we express no opinion as to compliance by the Company or any other party with any provision of the federal securities laws (including the Securities Act, the Exchange Act, and the Investment Company Act) or any state securities or "blue sky" laws.

(c) Financial Statements and Comfort Letter. We express no opinion with respect to the financial statements included in or incorporated by reference into the Registration Statement or the Prospectus, or with respect to any comfort letter, review report, or similar communication delivered by the Company's independent registered public accounting firm, Ashford & Pemberton LLP, in connection with the Offering.

(d) Indemnification and Contribution. We express no opinion as to the enforceability of any provision of the Underwriting Agreement or any other Transaction Document to the extent that such provision relates to indemnification or contribution and may be limited or rendered unenforceable by applicable federal or state securities laws, regulations, or the public policy underlying such laws, including, without limitation, the Securities Act and the Exchange Act.

(e) Restrictive Covenants. We express no opinion as to the enforceability of any provision of the Transaction Documents or any other agreement relating to non-competition, non-solicitation, or similar restrictive covenants, to the extent that such provisions may be held by a court of competent jurisdiction to be unreasonable in scope, duration, or geographic extent, or otherwise unenforceable.

(f) Penalty and Liquidated Damages Provisions. We express no opinion as to the enforceability of any provision of the Transaction Documents that constitutes or may be construed as a penalty or that provides for liquidated damages, to the extent that a court of competent jurisdiction may deem such provision to be punitive or unreasonable in amount.

(g) Generally Applicable Laws. The enforceability of the Transaction Documents may be limited by, and our opinions are subject to, the effect of generally applicable laws and equitable principles regarding:

(i) fraudulent transfer and conveyance, including, without limitation, the Uniform Fraudulent Transfer Act (or the Uniform Voidable Transactions Act, as applicable), the Uniform Fraudulent Conveyance Act, and Section 548 of Title 11 of the United States Code;

(ii) the obligations of good faith, fair dealing, commercial reasonableness, and the observance of reasonable commercial standards, as well as course of dealing and course of performance, that may be imposed under the Uniform Commercial Code or other applicable law; and

(iii) the discretionary power of courts of competent jurisdiction to award damages or other remedies in lieu of or in addition to specific performance, injunctive relief, or other equitable remedies, and to decline to grant equitable remedies where such remedies would be inequitable or where an adequate remedy at law exists.

(h) No Obligation to Update. The opinions expressed herein are based upon and limited to the laws and regulations in effect on the date hereof. We assume no obligation to revise, update, or supplement this opinion for any changes in law, regulation, or fact occurring after the date hereof, regardless of whether such changes may affect the opinions expressed herein.

(i) Purpose Limitation. This opinion is rendered solely in connection with the transactions contemplated by the Underwriting Agreement, and may not be relied upon by the addressees for any other purpose.

(j) No Third-Party Reliance. This opinion is solely for the benefit of the addressees hereof and their respective successors and assigns and may not be quoted, cited, referenced, or furnished to any other person or entity without our prior written consent, except (i) as may be required by applicable law or regulation, (ii) in connection with regulatory examinations of the addressees by applicable governmental or self-regulatory authorities, or (iii) pursuant to compulsory legal process.

DRAFT — FOR DISCUSSION PURPOSES ONLY

Section 5. Reliance on Certificates and Other Matters

In rendering the opinions set forth herein, we have relied, to the extent we deemed necessary or appropriate and without independent investigation or verification, upon the following:

(a) Certificates of public officials, including certificates of good standing (or equivalent) issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas with respect to the Company. We have assumed that such certificates are accurate and complete as of their respective dates and that the Company's good standing has not changed since the date of any such certificate.

(b) The Officer's Certificate of Garrett Calloway, Chief Executive Officer, and Marcus Yoon, Chief Financial Officer, of the Company, certifying as to certain factual matters relating to the Company, including, without limitation, the absence of any litigation, claim, investigation, or proceeding that would be material to the Company, the accuracy of certain factual statements set forth in the Registration Statement, and the compliance by the Company with its obligations under the Transaction Documents.

(c) The Secretary's Certificate of Sandra Haverford, General Counsel and Corporate Secretary of the Company, certifying, among other things, as to the authenticity of the Amended Charter and Amended Bylaws, the due adoption of the Board Resolutions and the Stockholder Consent, the incumbency and signatures of the officers of the Company executing the Transaction Documents, and such other matters as we have deemed necessary or appropriate.

(d) The representations and warranties of the Company set forth in the Underwriting Agreement, including, without limitation, the representations and warranties regarding the accuracy and completeness of the Registration Statement and the Prospectus, the absence of undisclosed liabilities, and the Company's compliance with applicable laws and regulations.

(e) Written representations and certifications of the Company furnished to us, in each case addressed to Calderwood & Harkness LLP, regarding factual matters relevant to the opinions expressed herein.

We have not independently verified the factual matters set forth in any of the foregoing certificates, representations, or other documents, and no inference as to our knowledge of any such facts should be drawn from our representation of the Company or the rendering of the opinions expressed herein.

Where the opinions expressed herein are qualified by the phrase "to our knowledge," "known to us," or similar language, such knowledge is limited solely to the actual, current knowledge of Jennifer Kwon, Theodore Langston, Brendan Walsh, and Natasha Forbes, the attorneys at Calderwood & Harkness LLP who have given substantive legal attention to the representation of the Company in connection with the Offering and the transactions contemplated by the Transaction Documents. We have not conducted any independent investigation or inquiry for the purpose of confirming the accuracy of any factual matter, and no inference regarding our knowledge of any such matter should be drawn from our representation of the Company in connection with the transactions described herein. The phrase "to our knowledge" and similar qualifications do not encompass the knowledge of any other attorney at Calderwood & Harkness LLP, or the knowledge of any employee, agent, or representative of the Company, except to the extent such knowledge has been actually communicated to one of the attorneys named in this paragraph.

•

DRAFT — FOR DISCUSSION PURPOSES ONLY

•

This opinion is rendered to you solely in connection with the transactions described herein. We consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to this firm under the caption "Legal Matters" 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 or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Jennifer Kwon

Title: Partner

C&H Matter No. 1015-00001

DRAFT — FOR DISCUSSION PURPOSES ONLY

SCHEDULE A

List of Material Subsidiaries

All outstanding equity interests of each Material Subsidiary listed above are owned, directly or indirectly, by Calloway-Briggs Renewables Inc., free and clear of all liens, encumbrances, equities, pledges, charges, security interests, or claims, other than liens permitted under the Company's existing credit facilities as described in the Registration Statement and on Schedule B.

DRAFT — FOR DISCUSSION PURPOSES ONLY

SCHEDULE B

List of Material Agreements Reviewed for No-Conflicts Opinion

The following material agreements were reviewed by Calderwood & Harkness LLP in connection with the no-conflicts opinion set forth in Section 3.7 of this opinion letter:

I. Corporate Credit Facilities

1. Corporate Revolving Credit Agreement, dated as of January 15, 2022, among Calloway-Briggs Renewables Inc., as Borrower, the lenders party thereto, and Veltrano National Bank, N.A., as Administrative Agent, in an aggregate principal amount of $400,000,000, with a maturity date of January 2027, as amended.

2. Corporate Term Loan B Credit Agreement, dated as of January 15, 2022, among Calloway-Briggs Renewables Inc., as Borrower, the lenders party thereto, and Veltrano National Bank, N.A., as Administrative Agent, in an original principal amount of $650,000,000 ($612,500,000 outstanding), with a maturity date of January 2029, as amended.

II. Project-Finance Facilities

3. Construction-to-Term Loan Facility Agreement, dated as of [__], 2021, among Mesquite Wind Holdings LLC, as Borrower, the lenders party thereto, and Prairie Commercial Bank, N.A., as Administrative Agent, in an aggregate principal amount of up to $165,000,000, with conversion to a term loan expected December 2024.

4. Construction-to-Term Loan Facility Agreement, dated as of [__], 2022, among Cimarron Solar Development LLC, as Borrower, the lenders party thereto, and Prairie Commercial Bank, N.A., as Administrative Agent, in an aggregate principal amount of up to $143,000,000, with conversion to a term loan expected March 2025.

III. Tax-Equity Partnership Agreement

5. Amended and Restated Limited Liability Company Agreement of Solaris West Solar LLC, dated as of [__], 2020, among Solaris West Solar LLC, Calloway-Briggs Operating Company LLC (as Managing Member), and Veltara Basin Financial LLC (as Tax-Equity Investor), reflecting an aggregate tax-equity investment of $280,000,000, with tax-equity flip expected in 2028.

IV. Material Power Purchase Agreements (PPAs)

6. Material PPAs to which the Company or any Material Subsidiary is a party, as identified in the Registration Statement, including PPAs relating to the Solaris West Solar, Red Mesa Wind, Painted Rock Solar, Pronghorn Wind, Mesquite Wind, and Cimarron Solar projects.

V. EPC Contracts

7. Material engineering, procurement, and construction (EPC) contracts relating to projects under construction, including the Mesquite Wind and Cimarron Solar projects.

VI. O&M Agreements

8. Material operations and maintenance (O&M) agreements relating to operational projects, including the Solaris West Solar, Red Mesa Wind, Painted Rock Solar, and Pronghorn Wind projects.

VII. Interconnection Agreements

9. Material interconnection agreements with applicable transmission providers and independent system operators, including agreements relating to all operational and under-construction projects.

DRAFT — FOR DISCUSSION PURPOSES ONLY

SCHEDULE C

List of Lock-Up Signatories and Execution Status

As of June 17, 2022, Lock-Up Agreements have been identified for execution by the following eighteen (18) individuals and entities. The execution status of each Lock-Up Agreement is set forth below:

Note: Three (3) Lock-Up Agreements remain outstanding as of June 17, 2022, due to the dormancy of the Offering. Collection of the remaining Lock-Up Agreements will be completed prior to or on the Closing Date as a condition precedent to the obligations of the Underwriters under the Underwriting Agreement.

No.	Entity Name	Jurisdiction of Organization
1	CBR Holdings LLC	Delaware
2	Calloway-Briggs Operating Company LLC	Texas
3	Solaris West Solar LLC	Texas
4	Red Mesa Wind Energy LLC	Oklahoma
5	Painted Rock Solar LLC	Arizona
6	Pronghorn Wind LLC	Texas
7	Brazos Energy Storage LLC	Texas
8	Mesquite Wind Holdings LLC	Texas
9	Cimarron Solar Development LLC	New Mexico
10	CBR Development Co. LLC	Texas
No.	Signatory	Title / Role	Execution Status
1	Garrett Calloway	Co-Founder, Chairman & CEO	Executed
2	Elaine Briggs	Co-Founder & President	Executed
3	Marcus Yoon	Chief Financial Officer	Executed
4	Sandra Haverford	General Counsel & Corporate Secretary	Executed
5	Damon Prather	Chief Operating Officer	Executed
6	Linnea Forsberg	Chief Commercial Officer	Executed
7	Pinnacle Vista Capital Partners III, LP	Selling Stockholder (≥1% holder)	Executed
8	Pinnacle Vista GP III, LLC	General Partner of Selling Stockholder (≥1% holder)	Executed
9	Rowan Ashfield	Director (Pinnacle Vista designee)	Executed
10	Catherine Lourdes	Director (Pinnacle Vista designee)	Executed
11	Harrison Voss	Independent Director	Executed
12	Priya Choudhury	Independent Director	Executed
13	Raymond Okafor	Independent Director	Executed

14	Teresa Nakamura	Independent Director	Executed
15	Josiah Whitfield	SVP, Development (≥1% holder)	Executed
16	Margot Ellison	VP, Engineering (≥1% holder)	Outstanding
17	Calvin Rhee	VP, Finance (≥1% holder)	Outstanding
18	Alistair Drummond	Former Director; early-stage investor (≥1% holder)	Outstanding

DRAFT — FOR DISCUSSION PURPOSES ONLY
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 — FOR DISCUSSION PURPOSES ONLY
To the several Underwriters named in the Underwriting Agreement referred to below:
c/o Hargrove Keating & Co. 383 Madison Place New York, New York 10017
Attention: Oliver Marchetti, Managing Director, Equity Capital Markets
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:
We have acted as counsel to Calloway-Briggs Renewables Inc., a corporation duly organized and existing under the laws of the State of Delaware (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. The Offering is to be made pursuant to a Registration Statement on Form S-1 (File No. 333-[_]; SEC CIK 0001948372) filed with the Securities and Exchange Commission (the "**SEC**") under the Securities Act of 1933, as amended (the "**Securities Act**") (such Registration Statement, as amended and supplemented, including all exhibits thereto and documents incorporated by reference therein, the "**Registration Statement**"), and the related prospectus forming a part thereof (the "**Prospectus**"), and an Underwriting Agreement dated [__, 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 therein (the "Underwriters"), for which Hargrove Keating & Co. is acting as representative (in such capacity, the "Representative").
This opinion is being delivered to you pursuant to Section [__] of the Underwriting Agreement as a condition to the obligations of the several Underwriters at the Closing Date (as defined in the Underwriting Agreement).
We understand that the Company has applied to list the Common Stock on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI" (NYSE Application No. NYSE-2022-04218). The aggregate offering size contemplated by the Registration Statement is approximately $600,000,000 (inclusive of the overallotment option granted to the Underwriters). The base offering consists of approximately 23,713,636 shares of Common Stock at an assumed public offering price of $22.00 per share, of which approximately 16,895,455 shares (representing approximately $371,700,000) are to be sold by the Company (the "Primary Shares") and 6,818,182 shares (representing approximately $150,000,000) are to be sold by the Selling Stockholder (the "Secondary Shares"). The Underwriters have been granted an option (the "Overallotment Option"), exercisable for a period of thirty (30) days from the date of the final Prospectus, to purchase up to an additional 3,559,091 shares of Common Stock (the "Overallotment Shares") from the Company, at the public offering price less the underwriting discount. If the Overallotment Option is exercised in full, the total number of shares of Common Stock sold in the Offering would be 27,272,727, and the aggregate offering size would be approximately $600,000,000.
In rendering the opinions set forth herein, we have examined and relied upon the originals or copies, certified or otherwise identified to our satisfaction, of the documents and instruments described in Section 1 below.
DRAFT — FOR DISCUSSION PURPOSES ONLY
Section 1. Documents Examined
In connection with the opinions expressed herein, we have examined and are familiar with originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Transaction Documents"):
1.  The Underwriting Agreement, in near-final draft form, among the Company, Pinnacle Vista Capital Partners III, LP, and the several Underwriters named therein, pursuant to which Hargrove Keating & Co. is acting as Representative of the several Underwriters.
2.  The Registration Statement on Form S-1, including all amendments thereto, filed with the SEC under the Securities Act, consisting of:
(a) the confidential draft registration statement (DRS-1), submitted on April 11, 2022 (EDGAR Accession No. 0001948372-22-000001);
(b) Amendment No. 1 to the Registration Statement, filed on May 20, 2022 (EDGAR Accession No. 0001948372-22-000002); and
(c) Amendment No. 2 to the Registration Statement, filed on June 10, 2022 (EDGAR Accession No. 0001948372-22-000003),
including, in each case, all exhibits filed therewith and all documents incorporated by reference therein, and the Prospectus forming a part thereof.
3.  The Amended and Restated Certificate of Incorporation of the Company (the "Amended Charter"), in the form to be filed with the Secretary of State of the State of Delaware and to become effective upon the Closing Date.
4.  The Amended and Restated Bylaws of the Company (the "Amended Bylaws"), in the form to be adopted and to become effective upon the Closing Date.
5.  The Certificate of Incorporation of the Company, as currently in effect (the "Existing Charter").
6.  The Bylaws of the Company, as currently in effect (the "Existing Bylaws").
7.  Resolutions of the Board of Directors of the Company (the "Board Resolutions"), adopted at a meeting of the Board of Directors duly called and held, authorizing (a) the Offering and related transactions, (b) the filing of the Registration Statement with the SEC and any amendments thereto, (c) the engagement of the Underwriters and execution of the Underwriting Agreement, (d) the adoption of the Amended Charter and the Amended Bylaws, (e) the adoption of the 2022 Omnibus Equity Incentive Plan and the 2022 Employee Stock Purchase Plan, and (f) such other corporate actions as are necessary or desirable in connection with the foregoing.
8.  The Written Consent of Stockholders of the Company (the "Stockholder Consent"), executed by Pinnacle Vista Capital Partners III, LP and the Company's co-founders, Garrett Calloway and Elaine Briggs, representing in the aggregate more than ninety percent (90%) of the voting power of the outstanding capital stock of the Company, adopting (a) the Amended Charter, (b) the 2022 Omnibus Equity Incentive Plan, and (c) the 2022 Employee Stock Purchase Plan.
9.  The Pricing Agreement (the "Pricing Agreement"), in template/pro forma form (with blanks for the final public offering price, number of shares, and underwriting discount), which is to be executed at the time of pricing of the Offering. The Pricing Agreement has not yet been executed as of the date of this draft opinion.
10.  The Form of Lock-Up Agreement (the "Lock-Up Agreement"), providing for a one-hundred-eighty (180)-day lock-up period applicable to each director, executive officer, and holder of one percent (1%) or more of the pre-IPO Common Stock of the Company.
11.  The Amended and Restated Stockholders' Agreement (IPO Form) (the "Stockholders' Agreement"), among the Company, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs, to become effective upon the Closing Date.
12.  The Registration Rights Agreement (the "Registration Rights Agreement"), between the Company and Pinnacle Vista Capital Partners III, LP, to become effective upon the Closing Date.
13.  The Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Equity Incentive Plan"), providing for the reservation of 12,727,273 shares of Common Stock for issuance thereunder.
14.  The Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "ESPP"), providing for the reservation of 2,545,455 shares of Common Stock for issuance thereunder.
15.  The Form of Indemnification Agreement (the "Indemnification Agreement"), between the Company and each of its directors and executive officers, to become effective upon the Closing Date.
16.  A Certificate of Good Standing (or equivalent) for the Company issued by the Secretary of State of the State of Delaware (to be obtained as of or shortly prior to the Closing Date).
17.  A Certificate of Good Standing (or equivalent) for the Company issued by the Secretary of State of the State of Texas (to be obtained as of or shortly prior to the Closing Date).
18.  An Officer's Certificate of the Company (in draft form), to be executed on the Closing Date by Garrett Calloway, Chief Executive Officer, and Marcus Yoon, Chief Financial Officer, certifying as to certain factual matters relating to the Company and the transactions contemplated by the Underwriting Agreement (the "Officer's Certificate").
19.  A Secretary's Certificate of the Company (in draft form), to be executed on the Closing Date by Sandra Haverford, General Counsel and Corporate Secretary, certifying, among other things, as to the incumbency of certain officers, the authenticity of the Amended Charter and Amended Bylaws, and the adoption of the Board Resolutions and Stockholder Consent (the "Secretary's Certificate").
20.  Such other certificates, documents, corporate records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein, including, without limitation, the documents and agreements described on Schedule B attached hereto.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic, facsimile, or electronic copies, and the authenticity of the originals of such latter documents. We have also assumed that each document reviewed by us in draft or specimen form will be executed and delivered in such form, or in a form that does not differ in any material respect from the form reviewed by us.
DRAFT — FOR DISCUSSION PURPOSES ONLY
Section 2. Assumptions
In rendering the opinions set forth in this letter, we have, with your consent, relied upon the following assumptions, without independent investigation or verification:
(a) Genuineness of Signatures and Authenticity of Documents. All signatures on documents and instruments examined by us are genuine, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform to the originals thereof. All documents examined by us that were executed outside our presence were duly executed and delivered.
(b) Power and Authority of Other Parties. Each party to the Underwriting Agreement and the other Transaction Documents (other than the Company) has the requisite organizational power and authority to execute and deliver, and to perform its obligations under, the Underwriting Agreement and any other Transaction Document to which it is a party, and has taken all necessary organizational action to authorize such execution, delivery, and performance.
(c) Binding Obligations of Other Parties. The Underwriting Agreement and the other Transaction Documents constitute legal, valid, and binding obligations of each party thereto (other than the Company), enforceable against each such party in accordance with their respective terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(d) Effectiveness of Registration Statement. The Registration Statement will have been declared effective by the SEC under the Securities Act prior to the Closing Date, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no proceedings for that purpose will have been initiated or, to our knowledge, threatened by the SEC at or prior to the Closing Date.
(e) Execution of Pricing Agreement. The Pricing Agreement will be duly executed and delivered by all parties thereto with the final pricing terms inserted, including the final public offering price per share, the exact number of shares of Common Stock to be sold by the Company and by the Selling Stockholder, and the underwriting discount (which is expected to consist of a gross spread of 5.50% of the public offering price).
(f) Delivery Against Payment. The shares of Common Stock to be sold in the Offering will be delivered against payment of the purchase price therefor in accordance with the terms of the Underwriting Agreement, through the facilities of The Depository Trust Company.
(g) No Change in Law. There will be no change in the applicable law of the State of Delaware, the State of New York, or the federal law of the United States between the date of this opinion and the Closing Date that would affect the validity of the opinions expressed herein.
(h) Filing of Amended Charter. The Amended Charter will be duly filed with the Secretary of State of the State of Delaware and will be in full force and effect as of the Closing Date. We have assumed that the Secretary of State of the State of Delaware will accept the Amended Charter for filing without modification.
(i) Adoption of Amended Bylaws. The Amended Bylaws will be duly adopted by the Board of Directors and will be in full force and effect as of the Closing Date.
(j) Truth of Certificates. All factual matters stated in the Officer's Certificate of Garrett Calloway and Marcus Yoon, and the Secretary's Certificate of Sandra Haverford, are and will be true and correct as of the date of such certificates and as of the Closing Date.
(k) Registered Agent. The Company's registered agent for service of process in the State of Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, and such appointment is and will remain in full force and effect.
(l) Compliance with Terms. Each of the parties to the Transaction Documents will comply with all of their respective covenants and obligations thereunder, and all conditions to the obligations of each party under the Transaction Documents will be satisfied or duly waived.
DRAFT — FOR DISCUSSION PURPOSES ONLY
Section 3. Opinions
Based upon and subject to the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:
3.1 Due Incorporation and Good Standing
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Company is duly qualified to transact business as a foreign corporation and is in good standing in the State of Texas and in each other jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, including the States of New Mexico, Arizona, California, and Oklahoma, which are the jurisdictions in which the Company's project operations are currently conducted. The Company was incorporated in the State of Delaware and has been assigned Employer Identification Number 83-4027615. The Company's principal executive offices are located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746.
3.2 Subsidiaries.  Each of the subsidiaries of the Company listed on Schedule A attached hereto (each, a "Material Subsidiary" and, collectively, the "Material Subsidiaries") has been duly organized and is validly existing and, where applicable, in good standing under the laws of its respective jurisdiction of organization. The Material Subsidiaries are as follows: CBR Holdings LLC, a Delaware limited liability company; Calloway-Briggs Operating Company LLC, a Texas limited liability company; Solaris West Solar LLC, a Texas limited liability company; Red Mesa Wind Energy LLC, an Oklahoma limited liability company; Painted Rock Solar LLC, an Arizona limited liability company; Pronghorn Wind LLC, a Texas limited liability company; Brazos Energy Storage LLC, a Texas limited liability company; Mesquite Wind Holdings LLC, a Texas limited liability company; Cimarron Solar Development LLC, a New Mexico limited liability company; and CBR Development Co. LLC, a Texas limited liability company. Each Material Subsidiary has the organizational power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. All of the outstanding equity interests of each Material Subsidiary are owned, directly or indirectly, by the Company, free and clear of all liens, encumbrances, equities, pledges, charges, security interests, or claims, other than liens permitted under the Company's existing credit facilities as described in the Registration Statement and on Schedule B attached hereto.
3.3 Capitalization.  The authorized capital stock of the Company, as set forth in the Amended Charter (in the form to be effective upon the Closing Date), consists of [_] shares of Common Stock, par value $0.01 per share, and [_] shares of Preferred Stock, par value $0.01 per share (the "Preferred Stock"). Immediately prior to the consummation of the Offering (and after giving effect to the reclassification of all outstanding shares of preferred stock of the Company into shares of Common Stock and the other recapitalization transactions to occur in connection with the Offering, as described in the Registration Statement and the Prospectus), 100,000,000 shares of Common Stock are issued and outstanding. Of such outstanding shares, approximately sixty-two percent (62%) (approximately 62,000,000 shares) are held by Pinnacle Vista Capital Partners III, LP; approximately twenty-four percent (24%) are held, in the aggregate, by co-founders Garrett Calloway and Elaine Briggs, together with members of the Company's management; and approximately fourteen percent (14%) are held by earlier-stage investors and employees. No shares of Preferred Stock will be issued and outstanding immediately prior to the Closing Date. All outstanding shares of Common Stock have been duly authorized, are validly issued, fully paid, and non-assessable. No stockholder of the Company has any preemptive rights with respect to the Common Stock, except as described in the Registration Statement and the Prospectus. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, subscriptions, convertible securities, or other rights to purchase or acquire shares of Common Stock or Preferred Stock.
3.4 Valid Issuance of Shares
The shares of Common Stock to be sold by the Company in the Offering (the "Primary Shares"), when issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement and the Pricing Agreement at the public offering price stated therein (less the underwriting discount), will be duly authorized, validly issued, fully paid, and non-assessable. Based upon an assumed public offering price of $22.00 per share and a primary offering by the Company of approximately $371,700,000, the Primary Shares will consist of approximately 16,895,455 shares. In the event the Overallotment Option is exercised in full, up to 3,559,091 additional shares of Common Stock to be issued by the Company as Overallotment Shares will, when so issued and delivered against payment therefor, be duly authorized, validly issued, fully paid, and non-assessable. No stockholder of the Company will have any preemptive right with respect to the issuance of the Primary Shares or the Overallotment Shares.
The shares of Common Stock to be reserved for issuance under the Equity Incentive Plan (12,727,273 shares, representing approximately ten percent (10%) of the 127,272,727 shares of Common Stock expected to be outstanding on a fully-exercised basis following the consummation of the Offering) and the ESPP (2,545,455 shares, representing approximately two percent (2%) of such 127,272,727 shares) have been duly authorized and reserved for issuance. When issued in accordance with the terms of the Equity Incentive Plan or the ESPP, as applicable, such shares will be validly issued, fully paid, and non-assessable.
3.5 Due Authorization
All necessary corporate action on the part of the Company and its stockholders has been duly taken to authorize:
(a) the execution, delivery, and performance by the Company of the Underwriting Agreement, the Pricing Agreement, and the other Transaction Documents to which the Company is or will be a party;
(b) the preparation and filing of the Registration Statement with the SEC, including all amendments and supplements thereto;
(c) the issuance and sale of the Primary Shares and, upon exercise of the Overallotment Option, the Overallotment Shares;
(d) the adoption of the Amended Charter and the filing thereof with the Secretary of State of the State of Delaware, and the adoption of the Amended Bylaws;
(e) the adoption of the Equity Incentive Plan and the ESPP, and the reservation of shares of Common Stock for issuance thereunder;
(f) the execution and delivery of the Lock-Up Agreements by the Company, in the form required by the Underwriting Agreement;
(g) the execution and delivery of the Stockholders' Agreement among the Company, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs;
(h) the execution and delivery of the Registration Rights Agreement between the Company and Pinnacle Vista Capital Partners III, LP; and
(i) the execution and delivery of the Indemnification Agreements between the Company and each of its directors and executive officers.
Such authorization includes the Board Resolutions adopted by the Board of Directors of the Company and the Stockholder Consent executed by Pinnacle Vista Capital Partners III, LP and the Company's co-founders, Garrett Calloway and Elaine Briggs, which holders collectively represent more than ninety percent (90%) of the voting power of the outstanding capital stock of the Company. We have reviewed copies of the Board Resolutions and the Stockholder Consent, and based upon such review and the Secretary's Certificate, each of such actions was duly and validly taken in accordance with the Delaware General Corporation Law, the Existing Charter, and the Existing Bylaws.
3.6 Enforceability of the Underwriting Agreement
The Underwriting Agreement has been duly authorized by all necessary corporate action on the part of the Company and, when duly executed and delivered by the Company and each of the other parties thereto, will constitute a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by:
(i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, and similar laws relating to or affecting creditors' rights generally;
(ii) general principles of equity (whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of the adequacy of any legal remedy; and
(iii) the possible unenforceability of provisions of the Underwriting Agreement relating to indemnification and contribution to the extent that such provisions may be held to be inconsistent with, or violative of, the public policy underlying the federal securities laws or the securities laws of any state, including, without limitation, Sections 11 and 12 of the Securities Act and Section 17 thereof.
The Underwriting Agreement provides that it is governed by, and is to be construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof that would result in the application of the laws of another jurisdiction. We express no opinion as to the applicability or effect of the law of any jurisdiction other than the State of New York, the Delaware General Corporation Law, and the federal law of the United States, to the extent specifically addressed herein.
3.7 No Conflicts
The execution, delivery, and performance by the Company of the Underwriting Agreement and each of the other Transaction Documents, and the consummation of the transactions contemplated thereby, including the issuance and sale of the shares of Common Stock in the Offering, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Amended Charter or Amended Bylaws of the Company (or, prior to the effectiveness of the Amended Charter and Amended Bylaws, the Existing Charter or Existing Bylaws);
(b) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with the giving of notice, the lapse of time, or both, would constitute a default) under, or result in the termination, cancellation, modification, or acceleration of any obligation under, any material agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument to which the Company or any Material Subsidiary is a party or by which any of them is bound, or to which any of their respective properties or assets is subject, including, without limitation, the following material agreements (each as more fully described on Schedule B attached hereto):
(I) the Corporate Revolving Credit Facility (aggregate commitments of $400,000,000, Veltrano National Bank, N.A. as Administrative Agent, maturity January 2027) — subject to receipt of the lender consent required under the terms of such facility;
(II) the Corporate Term Loan B Facility ($650,000,000 original principal amount, $612,500,000 currently outstanding, Veltrano National Bank, N.A. as Administrative Agent, maturity January 2029) — subject to receipt of the lender consent required under the terms of such facility;
(III) the Mesquite Wind construction-to-term loan facility ($165,000,000 commitment, Prairie Commercial Bank, N.A. as Administrative Agent, conversion to term loan expected December 2024) — subject to delivery of the required notice of the Offering under the terms of such facility;
(IV) the Cimarron Solar construction-to-term loan facility ($143,000,000 commitment, Prairie Commercial Bank, N.A. as Administrative Agent, conversion to term loan expected March 2025) — subject to delivery of the required notice of the Offering under the terms of such facility;
(V) the Solaris West tax-equity partnership agreement between Solaris West Solar LLC and Veltara Basin Financial LLC ($280,000,000 total tax-equity investment, with tax-equity flip expected to occur in 2028) — subject to receipt of consent of Veltara Basin Financial LLC and confirmation that the Offering and related transactions do not constitute a recapture event under such agreement; and
(VI) material power purchase agreements, engineering, procurement, and construction contracts, operations and maintenance agreements, and interconnection agreements to which the Company or any Material Subsidiary is a party, as identified on Schedule B hereto;
(c) violate any order, judgment, injunction, decree, statute, rule, or regulation of any court or governmental authority having jurisdiction over the Company or any Material Subsidiary or any of their respective properties or assets, including, without limitation, applicable provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules and regulations of the SEC promulgated thereunder, and the applicable rules of the NYSE; or
(d) result in the creation or imposition of any lien, charge, pledge, security interest, or encumbrance of any kind on any of the properties or assets of the Company or any Material Subsidiary.
The opinion expressed in this Section 3.7 is limited to the Delaware General Corporation Law (including the constitutional provisions and reported judicial decisions interpreting such law), the laws of the State of New York, and the federal laws of the United States. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of Texas, the State of New Mexico, the State of Arizona, the State of California, or the State of Oklahoma.
3.8 Governmental Approvals and Consents
No consent, approval, authorization, order, registration, filing, or qualification of or with any federal, state, local, or foreign governmental or regulatory authority or agency is required in connection with the execution, delivery, and performance by the Company of the Underwriting Agreement or the issuance and sale of the shares of Common Stock in the Offering, except for:
(a) the filing of the Registration Statement and any and all amendments and post-effective amendments thereto with the SEC, and the effectiveness thereof, under the Securities Act;
(b) such filings as may be required under the securities or "blue sky" laws of any state of the United States in connection with the purchase and distribution of the shares of Common Stock by the Underwriters (it being noted that, pursuant to Section 18 of the Securities Act, as added by the National Securities Markets Improvement Act of 1996 ("NSMIA"), the shares of Common Stock, once listed on the NYSE, will constitute "covered securities" and will be exempt from state-level registration and qualification requirements, subject to applicable notice filing and fee requirements);
(c) the filing of the Amended Charter with the Secretary of State of the State of Delaware;
(d) the listing of the shares of Common Stock on the NYSE (NYSE Application No. NYSE-2022-04218; proposed ticker symbol "CBRI"), and the satisfaction of NYSE listing requirements;
(e) the filing of a registration statement on Form 8-A under the Exchange Act to register the Common Stock under Section 12(b) thereof, and the effectiveness of such registration;
(f) clearance by the Financial Industry Regulatory Authority, Inc. ("FINRA") of the underwriting terms and arrangements in connection with the Offering (FINRA Filing No. 20221129-01), including the compensation and other terms of the Underwriting Agreement; and
(g) such consents, waivers, and notices as are required under the Company's credit agreements and project-finance documents as identified in Section 3.7(b) above.
3.9 Registration Statement
The Registration Statement, comprising the confidential draft registration statement (DRS-1) initially submitted to the SEC on April 11, 2022, together with Amendment No. 1 filed on May 20, 2022 and Amendment No. 2 filed on June 10, 2022, has been duly prepared and filed with the SEC by the Company under the Securities Act. We understand, based upon correspondence with the Staff of the SEC, that the SEC provided oral clearance of the Registration Statement on June 14, 2022, subject to the filing of a final pricing amendment reflecting the terms of the Offering (which pricing amendment has not been filed as of the date of this draft opinion). Assuming the Registration Statement is declared effective by the SEC under the Securities Act, the issuance and sale of the shares of Common Stock as contemplated by the Underwriting Agreement will be registered under the Securities Act by virtue of such effective Registration Statement, and no further registration under the Securities Act is required for the issuance and sale of such shares by the Company and the Selling Stockholder, or for the resale of such shares by the Underwriters, in the manner contemplated by the Underwriting Agreement and the Prospectus.
The form of the Registration Statement, at the time it was initially filed with the SEC and at the time of each amendment thereto, complied as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder, including Regulation S-K and Regulation S-X, as applicable.
3.10 Description of Capital Stock
The statements set forth in the Registration Statement and the Prospectus under the captions "Description of Capital Stock," "Shares Eligible for Future Sale," and "Material U.S. Federal Income Tax Consequences," insofar as such statements purport to summarize or describe the provisions of the Delaware General Corporation Law, the Amended Charter and Amended Bylaws of the Company, or the terms of the Common Stock, are accurate in all material respects. This opinion is limited to a review of the accuracy of such statements as legal descriptions or summaries of the matters referred to therein, and we do not express any opinion as to the accuracy or completeness of any financial data, projections, or other factual statements included in such sections.
3.11 Investment Company Act
The Company is not, and after giving effect to the Offering and the application of the net proceeds therefrom as described in the Prospectus under the caption "Use of Proceeds," will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), or the rules and regulations of the SEC promulgated thereunder. We note that, as described in the Prospectus, the Company intends to apply the net proceeds of the Offering as follows: approximately $200,000,000 to repay a portion of the outstanding balance under the Corporate Term Loan B Facility, approximately $100,000,000 toward the construction costs associated with the Cimarron Solar project, and approximately $71,700,000 for general corporate purposes. In reaching the conclusion expressed in this Section 3.11, we have considered the nature and operations of the Company and its Material Subsidiaries, including the fact that the Company is primarily engaged, directly or through its subsidiaries, in the development, construction, ownership, and operation of renewable energy generation and energy storage assets, and is not primarily engaged in the business of investing, reinvesting, or trading in securities.
3.12 Lock-Up Agreements
The Form of Lock-Up Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Lock-Up Agreements that have been executed by the directors, executive officers, and holders of one percent (1%) or more of the pre-IPO Common Stock of the Company (a total of approximately eighteen (18) signatories have been identified; of such signatories, fifteen (15) had executed Lock-Up Agreements as of June 17, 2022, with three (3) remaining outstanding due to the dormancy of the Offering) constitute (or, when executed and delivered by the remaining signatories, will constitute) legal, valid, and binding obligations of the respective signatories thereto, enforceable against each such signatory in accordance with their respective terms, subject, as to enforceability, to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generally and (ii) general principles of equity (whether considered in a proceeding in equity or at law).
The Lock-Up Agreements provide for a lock-up period of one hundred eighty (180) days commencing upon the date of the final Prospectus. During the lock-up period, each signatory has agreed not to, without the prior written consent of the Representative, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock.
The Lock-Up Agreements contain certain customary carve-outs, including transfers (x) to affiliates of the signatory, (y) for bona fide estate-planning purposes (including transfers to trusts, family limited partnerships, or similar entities established for the benefit of the signatory's immediate family members), (z) for the purpose of adopting a trading plan pursuant to Rule 10b5-1 under the Exchange Act (provided that no sales or dispositions of shares of Common Stock are made under any such plan during the lock-up period), and (aa) pledges of shares of Common Stock to institutional lenders as collateral for bona fide loans, provided that any foreclosure on such shares during the lock-up period shall be subject to the restrictions of the Lock-Up Agreement. Each of the foregoing carve-outs is consistent with market practice and the requirements of the Underwriting Agreement. Any early release from the lock-up restrictions is subject to the prior written consent of Hargrove Keating & Co. (as Representative) or the occurrence of a "Change of Control" of the Company, as defined in the Lock-Up Agreement.
DRAFT — FOR DISCUSSION PURPOSES ONLY
Section 4. Qualifications and Limitations
The opinions expressed in this letter are subject to the following qualifications and limitations:
(a) Jurisdictional Limitation. The opinions expressed herein are limited solely to the Delaware General Corporation Law (including the constitutional provisions and reported judicial decisions interpreting such law), the laws of the State of New York, and the federal laws of the United States, in each case as in effect on the date hereof. We do not express any opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of Texas, the State of New Mexico, the State of Arizona, the State of California, or the State of Oklahoma. To the extent that the transactions contemplated by the Underwriting Agreement or the other Transaction Documents may be governed by, or subject to, the laws of any jurisdiction other than those specified in the preceding sentence, we have assumed, without independent investigation, that such laws do not affect the opinions expressed herein.
(b) Securities Law Limitation. Except as specifically set forth in Sections 3.8, 3.9, and 3.10 above, we express no opinion as to compliance by the Company or any other party with any provision of the federal securities laws (including the Securities Act, the Exchange Act, and the Investment Company Act) or any state securities or "blue sky" laws.
(c) Financial Statements and Comfort Letter. We express no opinion with respect to the financial statements included in or incorporated by reference into the Registration Statement or the Prospectus, or with respect to any comfort letter, review report, or similar communication delivered by the Company's independent registered public accounting firm, Ashford & Pemberton LLP, in connection with the Offering.
(d) Indemnification and Contribution. We express no opinion as to the enforceability of any provision of the Underwriting Agreement or any other Transaction Document to the extent that such provision relates to indemnification or contribution and may be limited or rendered unenforceable by applicable federal or state securities laws, regulations, or the public policy underlying such laws, including, without limitation, the Securities Act and the Exchange Act.
(e) Restrictive Covenants. We express no opinion as to the enforceability of any provision of the Transaction Documents or any other agreement relating to non-competition, non-solicitation, or similar restrictive covenants, to the extent that such provisions may be held by a court of competent jurisdiction to be unreasonable in scope, duration, or geographic extent, or otherwise unenforceable.
(f) Penalty and Liquidated Damages Provisions. We express no opinion as to the enforceability of any provision of the Transaction Documents that constitutes or may be construed as a penalty or that provides for liquidated damages, to the extent that a court of competent jurisdiction may deem such provision to be punitive or unreasonable in amount.
(g) Generally Applicable Laws. The enforceability of the Transaction Documents may be limited by, and our opinions are subject to, the effect of generally applicable laws and equitable principles regarding:
(i) fraudulent transfer and conveyance, including, without limitation, the Uniform Fraudulent Transfer Act (or the Uniform Voidable Transactions Act, as applicable), the Uniform Fraudulent Conveyance Act, and Section 548 of Title 11 of the United States Code;
(ii) the obligations of good faith, fair dealing, commercial reasonableness, and the observance of reasonable commercial standards, as well as course of dealing and course of performance, that may be imposed under the Uniform Commercial Code or other applicable law; and
(iii) the discretionary power of courts of competent jurisdiction to award damages or other remedies in lieu of or in addition to specific performance, injunctive relief, or other equitable remedies, and to decline to grant equitable remedies where such remedies would be inequitable or where an adequate remedy at law exists.
(h) No Obligation to Update. The opinions expressed herein are based upon and limited to the laws and regulations in effect on the date hereof. We assume no obligation to revise, update, or supplement this opinion for any changes in law, regulation, or fact occurring after the date hereof, regardless of whether such changes may affect the opinions expressed herein.
(i) Purpose Limitation. This opinion is rendered solely in connection with the transactions contemplated by the Underwriting Agreement, and may not be relied upon by the addressees for any other purpose.
(j) No Third-Party Reliance. This opinion is solely for the benefit of the addressees hereof and their respective successors and assigns and may not be quoted, cited, referenced, or furnished to any other person or entity without our prior written consent, except (i) as may be required by applicable law or regulation, (ii) in connection with regulatory examinations of the addressees by applicable governmental or self-regulatory authorities, or (iii) pursuant to compulsory legal process.
DRAFT — FOR DISCUSSION PURPOSES ONLY
Section 5. Reliance on Certificates and Other Matters
In rendering the opinions set forth herein, we have relied, to the extent we deemed necessary or appropriate and without independent investigation or verification, upon the following:
(a) Certificates of public officials, including certificates of good standing (or equivalent) issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas with respect to the Company. We have assumed that such certificates are accurate and complete as of their respective dates and that the Company's good standing has not changed since the date of any such certificate.
(b) The Officer's Certificate of Garrett Calloway, Chief Executive Officer, and Marcus Yoon, Chief Financial Officer, of the Company, certifying as to certain factual matters relating to the Company, including, without limitation, the absence of any litigation, claim, investigation, or proceeding that would be material to the Company, the accuracy of certain factual statements set forth in the Registration Statement, and the compliance by the Company with its obligations under the Transaction Documents.
(c) The Secretary's Certificate of Sandra Haverford, General Counsel and Corporate Secretary of the Company, certifying, among other things, as to the authenticity of the Amended Charter and Amended Bylaws, the due adoption of the Board Resolutions and the Stockholder Consent, the incumbency and signatures of the officers of the Company executing the Transaction Documents, and such other matters as we have deemed necessary or appropriate.
(d) The representations and warranties of the Company set forth in the Underwriting Agreement, including, without limitation, the representations and warranties regarding the accuracy and completeness of the Registration Statement and the Prospectus, the absence of undisclosed liabilities, and the Company's compliance with applicable laws and regulations.
(e) Written representations and certifications of the Company furnished to us, in each case addressed to Calderwood & Harkness LLP, regarding factual matters relevant to the opinions expressed herein.
We have not independently verified the factual matters set forth in any of the foregoing certificates, representations, or other documents, and no inference as to our knowledge of any such facts should be drawn from our representation of the Company or the rendering of the opinions expressed herein.
Where the opinions expressed herein are qualified by the phrase "to our knowledge," "known to us," or similar language, such knowledge is limited solely to the actual, current knowledge of Jennifer Kwon, Theodore Langston, Brendan Walsh, and Natasha Forbes, the attorneys at Calderwood & Harkness LLP who have given substantive legal attention to the representation of the Company in connection with the Offering and the transactions contemplated by the Transaction Documents. We have not conducted any independent investigation or inquiry for the purpose of confirming the accuracy of any factual matter, and no inference regarding our knowledge of any such matter should be drawn from our representation of the Company in connection with the transactions described herein. The phrase "to our knowledge" and similar qualifications do not encompass the knowledge of any other attorney at Calderwood & Harkness LLP, or the knowledge of any employee, agent, or representative of the Company, except to the extent such knowledge has been actually communicated to one of the attorneys named in this paragraph.
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DRAFT — FOR DISCUSSION PURPOSES ONLY
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This opinion is rendered to you solely in connection with the transactions described herein. We consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to this firm under the caption "Legal Matters" 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 or the rules and regulations of the SEC promulgated thereunder.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Jennifer Kwon
Title: Partner
C&H Matter No. 1015-00001
DRAFT — FOR DISCUSSION PURPOSES ONLY
SCHEDULE A
List of Material Subsidiaries
All outstanding equity interests of each Material Subsidiary listed above are owned, directly or indirectly, by Calloway-Briggs Renewables Inc., free and clear of all liens, encumbrances, equities, pledges, charges, security interests, or claims, other than liens permitted under the Company's existing credit facilities as described in the Registration Statement and on Schedule B.
DRAFT — FOR DISCUSSION PURPOSES ONLY
SCHEDULE B
List of Material Agreements Reviewed for No-Conflicts Opinion
The following material agreements were reviewed by Calderwood & Harkness LLP in connection with the no-conflicts opinion set forth in Section 3.7 of this opinion letter:
I. Corporate Credit Facilities
1.  Corporate Revolving Credit Agreement, dated as of January 15, 2022, among Calloway-Briggs Renewables Inc., as Borrower, the lenders party thereto, and Veltrano National Bank, N.A., as Administrative Agent, in an aggregate principal amount of $400,000,000, with a maturity date of January 2027, as amended.
2.  Corporate Term Loan B Credit Agreement, dated as of January 15, 2022, among Calloway-Briggs Renewables Inc., as Borrower, the lenders party thereto, and Veltrano National Bank, N.A., as Administrative Agent, in an original principal amount of $650,000,000 ($612,500,000 outstanding), with a maturity date of January 2029, as amended.
II. Project-Finance Facilities
3.  Construction-to-Term Loan Facility Agreement, dated as of [__], 2021, among Mesquite Wind Holdings LLC, as Borrower, the lenders party thereto, and Prairie Commercial Bank, N.A., as Administrative Agent, in an aggregate principal amount of up to $165,000,000, with conversion to a term loan expected December 2024.
4.  Construction-to-Term Loan Facility Agreement, dated as of [__], 2022, among Cimarron Solar Development LLC, as Borrower, the lenders party thereto, and Prairie Commercial Bank, N.A., as Administrative Agent, in an aggregate principal amount of up to $143,000,000, with conversion to a term loan expected March 2025.
III. Tax-Equity Partnership Agreement
5.  Amended and Restated Limited Liability Company Agreement of Solaris West Solar LLC, dated as of [__], 2020, among Solaris West Solar LLC, Calloway-Briggs Operating Company LLC (as Managing Member), and Veltara Basin Financial LLC (as Tax-Equity Investor), reflecting an aggregate tax-equity investment of $280,000,000, with tax-equity flip expected in 2028.
IV. Material Power Purchase Agreements (PPAs)
6.  Material PPAs to which the Company or any Material Subsidiary is a party, as identified in the Registration Statement, including PPAs relating to the Solaris West Solar, Red Mesa Wind, Painted Rock Solar, Pronghorn Wind, Mesquite Wind, and Cimarron Solar projects.
V. EPC Contracts
7.  Material engineering, procurement, and construction (EPC) contracts relating to projects under construction, including the Mesquite Wind and Cimarron Solar projects.
VI. O&M Agreements
8.  Material operations and maintenance (O&M) agreements relating to operational projects, including the Solaris West Solar, Red Mesa Wind, Painted Rock Solar, and Pronghorn Wind projects.
VII. Interconnection Agreements
9.  Material interconnection agreements with applicable transmission providers and independent system operators, including agreements relating to all operational and under-construction projects.
DRAFT — FOR DISCUSSION PURPOSES ONLY
SCHEDULE C
List of Lock-Up Signatories and Execution Status
As of June 17, 2022, Lock-Up Agreements have been identified for execution by the following eighteen (18) individuals and entities. The execution status of each Lock-Up Agreement is set forth below:
Note: Three (3) Lock-Up Agreements remain outstanding as of June 17, 2022, due to the dormancy of the Offering. Collection of the remaining Lock-Up Agreements will be completed prior to or on the Closing Date as a condition precedent to the obligations of the Underwriters under the Underwriting Agreement.
No. | Entity Name | Jurisdiction of Organization
1 | CBR Holdings LLC | Delaware
2 | Calloway-Briggs Operating Company LLC | Texas
3 | Solaris West Solar LLC | Texas
4 | Red Mesa Wind Energy LLC | Oklahoma
5 | Painted Rock Solar LLC | Arizona
6 | Pronghorn Wind LLC | Texas
7 | Brazos Energy Storage LLC | Texas
8 | Mesquite Wind Holdings LLC | Texas
9 | Cimarron Solar Development LLC | New Mexico
10 | CBR Development Co. LLC | Texas
No. | Signatory | Title / Role | Execution Status
1 | Garrett Calloway | Co-Founder, Chairman & CEO | Executed
2 | Elaine Briggs | Co-Founder & President | Executed
3 | Marcus Yoon | Chief Financial Officer | Executed
4 | Sandra Haverford | General Counsel & Corporate Secretary | Executed
5 | Damon Prather | Chief Operating Officer | Executed
6 | Linnea Forsberg | Chief Commercial Officer | Executed
7 | Pinnacle Vista Capital Partners III, LP | Selling Stockholder (≥1% holder) | Executed
8 | Pinnacle Vista GP III, LLC | General Partner of Selling Stockholder (≥1% holder) | Executed
9 | Rowan Ashfield | Director (Pinnacle Vista designee) | Executed
10 | Catherine Lourdes | Director (Pinnacle Vista designee) | Executed
11 | Harrison Voss | Independent Director | Executed
12 | Priya Choudhury | Independent Director | Executed
13 | Raymond Okafor | Independent Director | Executed
14 | Teresa Nakamura | Independent Director | Executed
15 | Josiah Whitfield | SVP, Development (≥1% holder) | Executed
16 | Margot Ellison | VP, Engineering (≥1% holder) | Outstanding
17 | Calvin Rhee | VP, Finance (≥1% holder) | Outstanding
18 | Alistair Drummond | Former Director; early-stage investor (≥1% holder) | Outstanding

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CALDERWOOD & HARKNESS LLP

SCHEDULE A

SCHEDULE B

SCHEDULE C

Record

Parties

Dates

Amounts