C&H Matter No. 1015-00001 Document Index No. 51
CALLOWAY-BRIGGS RENEWABLES INC.
Registration Statement on Form S-1
LEGAL MATTERS
Confidentially Submitted April 11, 2022 EDGAR Accession No. 0001948372-22-000001
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed upon for Calloway-Briggs Renewables Inc. (the "Company") by Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022. Calderwood & Harkness LLP is acting as counsel to the Company in connection with this offering. In rendering its opinion, Calderwood & Harkness LLP will opine that the shares of common stock, par value $0.01 per share, to be issued and sold by the Company pursuant to this registration statement are duly authorized, validly issued, fully paid, and non-assessable under the Delaware General Corporation Law. Calderwood & Harkness LLP's opinion also covers the enforceability of the underwriting agreement and the related offering documents entered into in connection with this offering, subject to customary assumptions, qualifications, and exceptions. A copy of the opinion of Calderwood & Harkness LLP will be filed as an exhibit to the registration statement of which this prospectus forms a part.
Certain legal matters in connection with this offering will be passed upon for the underwriters by Prescott, Danforth & Yee LLP, 1271 Avenue of the Americas, New York, New York 10020. Prescott, Danforth & Yee LLP is acting as counsel to the several underwriters, including Hargrove Keating & Co., as lead-left book-running manager and representative of the underwriters, Linden Pratt Securities LLC, Graymont Brothers Inc., Barfield Stuart & Co., and Crane Whitley Capital LLC. In rendering its opinion, Prescott, Danforth & Yee LLP will pass upon certain customary legal matters for the underwriters in connection with an initial public offering of shares of common stock to be listed on the New York Stock Exchange, including with respect to compliance with applicable federal and state securities laws and the validity of certain provisions of the underwriting agreement.
The discussion set forth in this prospectus under the heading "Material U.S. Federal Income Tax Consequences" is based upon the opinion of Calderwood & Harkness LLP regarding certain material United States federal income tax consequences of the purchase, ownership, and disposition of the shares of common stock offered hereby. Such tax opinion addresses the material U.S. federal income tax consequences applicable to both U.S. holders and non-U.S. holders (each as defined under "Material U.S. Federal Income Tax Consequences") of the common stock. A copy of the tax opinion of Calderwood & Harkness LLP will be filed as an exhibit to the registration statement of which this prospectus forms a part.
Whitfield Archer & Doss LLP, 51 West 52nd Street, New York, New York 10019, is acting as counsel to Pinnacle Vista Capital Partners III, LP, the selling stockholder in this offering. Whitfield Archer & Doss LLP is not rendering an opinion on behalf of the Company or the underwriters with respect to the legal matters described in this section.