1015-00001 · Graymont Brothers Inc · Tax

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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

DRAFT — SUBJECT TO REVISION

[__], 2022

C&H Matter No. 1015-00001

Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, Texas 78746

Attention: Sandra Haverford, General Counsel & Corporate Secretary

Re: Registration Statement on Form S-1 — Material U.S. Federal Income Tax Consequences to Holders of Common Stock

Ladies and Gentlemen:

I. Introduction and Engagement Description

Calderwood & Harkness LLP has acted as counsel to Calloway-Briggs Renewables Inc., a corporation organized under the laws of the State of Delaware (the "Company" or "CBR"), in connection with the Company's Registration Statement on Form S-1 (File No. [_]; SEC CIK 0001948372) (as amended or supplemented from time to time, the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the proposed initial public offering (the "Offering") of shares of common stock, par value $0.01 per share, of the Company (the "Common Stock"). The Offering covers an aggregate amount of approximately $600,000,000 of Common Stock, inclusive of shares of Common Stock subject to the underwriters' overallotment option described in the Registration Statement. The Common Stock is proposed to be listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "CBRI."

This opinion is being rendered for filing as an exhibit to the Registration Statement and is referenced under the caption "Material U.S. Federal Income Tax Consequences" in the prospectus forming part of the Registration Statement (the "Prospectus"). This opinion has been prepared under the direction of Leonard Cross, Specialist Partner, Tax, of Calderwood & Harkness LLP. It addresses the material U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock by holders who acquire shares of Common Stock pursuant to the Offering. Except as otherwise expressly indicated, all references herein to "holders" refer to beneficial owners of Common Stock who acquire their shares in the Offering.

In connection with rendering this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

(a) the Registration Statement, including all exhibits and schedules thereto, in the form filed with the SEC;

(b) the Prospectus in the form included in the Registration Statement;

(c) the form of Underwriting Agreement by and among the Company and the several underwriters named therein (the "Underwriting Agreement");

(d) the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, each in the form filed as an exhibit to the Registration Statement;

(e) the certificate of the Company, dated as of the date hereof, executed by an authorized officer of the Company, as to certain factual matters relevant to this opinion (the "Officer's Certificate"); and

(f) such other certificates, documents, records, and instruments as we have deemed necessary or appropriate for the purposes of rendering this opinion.

II. Scope, Assumptions, and Limitations

A. Scope of Opinion

This opinion is limited to the material U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock by holders who acquire shares in the Offering. Except as expressly noted herein, this opinion does not address:

(i) any state, local, or non-U.S. tax consequences that may be relevant to a holder of Common Stock;

(ii) any tax consequences arising under the Medicare contribution tax on net investment income imposed by Section 1411 of the Internal Revenue Code of 1986, as amended (the "Code"), except for the general summary reference set forth in Section IV.C hereof;

(iii) any tax consequences to holders who may be subject to special rules under the Code, including, but not limited to:

(1) banks, thrift institutions, and other financial institutions;

(2) insurance companies;

(3) organizations exempt from U.S. federal income tax under Section 501(a) of the Code (including individual retirement accounts and other tax-deferred accounts);

(4) partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes, or investors therein;

(5) regulated investment companies and real estate investment trusts;

(6) dealers in securities or currencies;

(7) traders in securities who elect to apply a mark-to-market method of accounting for their securities holdings pursuant to Section 475(f) of the Code;

(8) persons who hold Common Stock as part of a hedge, straddle, constructive sale, conversion transaction, or other integrated or risk-reduction transaction;

(9) U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

(10) persons subject to the alternative minimum tax provisions of the Code;

(11) former citizens or long-term residents of the United States who are subject to tax as expatriates under Section 877 or Section 877A of the Code;

(12) persons who acquired shares of Common Stock through the exercise of employee stock options or otherwise as compensation, including shares acquired under the Company's 2022 Omnibus Equity Incentive Plan or the Company's 2022 Employee Stock Purchase Plan;

(iv) any aspect of U.S. federal tax law other than U.S. federal income taxation (including, without limitation, U.S. federal estate and gift tax consequences); and

(v) the tax treatment of the Company itself, any of its direct or indirect subsidiaries (including without limitation CBR Solar Development LLC, Calloway-Briggs Storage Holdings LLC, and CBR Wind Partners LP), or any of its tax-equity arrangements, including without limitation the Solaris West tax-equity partnership with Veltara Basin Financial LLC or the hypothetical liquidation at book value ("HLBV") methodology employed in connection with the allocation of income, loss, gain, deduction, and credit items among the partners of such tax-equity partnerships.

B. Assumptions. In rendering this opinion, we have assumed, with the Company's consent and without independent verification, each of the following:

(i) The Offering will be consummated in accordance with the terms and conditions described in the Registration Statement and the Prospectus, and no material modification will be made to the terms of the Offering as described therein.

(ii) The Company is and will continue to be classified as a corporation (and not as a partnership, disregarded entity, or other type of entity) for U.S. federal income tax purposes. The Company is a Delaware C-corporation and has been assigned Employer Identification Number 83-4027615. We have not independently verified the Company's classification, and our opinion is conditioned upon the accuracy of this assumption.

(iii) Each holder acquires shares of Common Stock solely for cash at the initial public offering price set forth on the cover page of the Prospectus. For purposes of this opinion, we have assumed an initial public offering price of $22.00 per share, which represents the assumed midpoint of the estimated price range set forth on the cover page of the Prospectus. To the extent the actual initial public offering price differs from this assumed midpoint, the analysis set forth herein should not be materially affected, although certain computations (including computations of gain, loss, and adjusted tax basis) will necessarily reflect the actual initial public offering price.

(iv) All representations, warranties, statements of fact, and descriptions set forth in the Registration Statement, the Prospectus, the Underwriting Agreement, the Officer's Certificate, and such other documents as we have examined in connection with this opinion are accurate and complete as of the date of this opinion and will remain accurate and complete through the closing of the Offering. We have not undertaken any independent investigation to verify the accuracy or completeness of any such representations, warranties, statements of fact, or descriptions.

(v) All documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals thereof, and all signatures on all documents are genuine.

C. Reliance and Qualifications

This opinion is based upon the Code, Treasury Regulations promulgated thereunder (including proposed and temporary Treasury Regulations), judicial decisions of courts of competent jurisdiction, and published rulings, notices, announcements, and administrative pronouncements of the Internal Revenue Service (the "IRS"), all as in effect on the date of this opinion. The foregoing authorities are subject to change at any time, potentially with retroactive effect, and any such change could affect the validity of the opinion set forth herein. We assume no obligation to update or supplement this opinion to reflect any such changes occurring after the date hereof.

No assurance can be given that the IRS will not take a position contrary to one or more of the positions described herein, or that a court would not sustain such a contrary position if asserted by the IRS. No ruling has been sought or obtained from the IRS with respect to any of the U.S. federal income tax consequences discussed in this opinion, and the Company has advised us that it does not intend to seek any such ruling.

This opinion represents the views of Calderwood & Harkness LLP and is not binding on the IRS or any court. Accordingly, there can be no assurance that the tax consequences described herein will be accepted by the IRS or, if challenged, sustained by a court.

III. Definitions

For purposes of this opinion, the following definitions shall apply:

A. U.S. Holder

A "U.S. Holder" is a beneficial owner of Common Stock who is, for U.S. federal income tax purposes, any of the following:

(i) an individual who is a citizen or resident of the United States;

(ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

(iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

(iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

B. Non-U.S. Holder

A "Non-U.S. Holder" is a beneficial owner of Common Stock that is, for U.S. federal income tax purposes, neither a U.S. Holder nor a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes).

C. Partnership Treatment

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Common Stock, the U.S. federal income tax treatment of a partner in such partnership generally will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships that hold Common Stock and the partners in such partnerships should consult their own tax advisors regarding the U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock.

IV. Tax Consequences to U.S. Holders

The following is a discussion of the material U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock that are applicable to U.S. Holders.

A. Distributions on Common Stock

General Rule. Distributions of cash or other property paid on Common Stock will constitute dividends for U.S. federal income tax purposes to the extent paid out of the Company's current or accumulated earnings and profits, as determined under U.S. federal income tax principles. As disclosed in the Prospectus under the caption "Dividend Policy," the Company does not currently anticipate paying cash dividends on the Common Stock for the foreseeable future. The Company has indicated that it intends to retain all available funds and future earnings, if any, to fund the development and expansion of its utility-scale solar, wind, and battery storage projects and for general corporate purposes. In addition, the Company's ability to pay dividends may be restricted by the terms of the credit agreements with Veltrano National Bank and the related revolving credit facility and term loan agreements. Accordingly, U.S. Holders should not expect to receive dividends with respect to the Common Stock in the near term. However, in the event that the Company does pay distributions on the Common Stock in the future, the following rules would apply.

To the extent that distributions paid on Common Stock exceed the Company's current and accumulated earnings and profits, such excess will be treated first as a non-taxable return of capital to the extent of the U.S. Holder's adjusted tax basis in the Common Stock, thereby reducing such adjusted tax basis (but not below zero). Any amount in excess of the U.S. Holder's adjusted tax basis will be treated as capital gain from the sale or exchange of the Common Stock, subject to the rules discussed in Section IV.B below.

Corporate U.S. Holders. Dividends received by a U.S. Holder that is a corporation may be eligible for the dividends-received deduction allowed under Section 243 of the Code, subject to applicable limitations and requirements. The dividends-received deduction is subject to various restrictions and limitations, including the holding-period requirements of Section 246(c) of the Code and the debt-financed portfolio stock limitations of Section 246A of the Code. Corporate U.S. Holders should consult their own tax advisors regarding the availability of the dividends-received deduction in light of their particular circumstances.

Non-Corporate U.S. Holders. Dividends received by a non-corporate U.S. Holder (including an individual) may constitute "qualified dividend income" that is taxable at the preferential rates applicable to long-term capital gains, provided that the U.S. Holder satisfies certain holding-period and other requirements under Section 1(h)(11) of the Code. Specifically, to be eligible for the reduced rate, the U.S. Holder must hold the Common Stock for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date. Non-corporate U.S. Holders should consult their own tax advisors regarding the availability of the preferential rate for qualified dividend income in light of their particular circumstances.

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

A U.S. Holder will generally recognize capital gain or loss upon the sale, exchange, or other taxable disposition of Common Stock in an amount equal to the difference, if any, between (i) the amount realized upon such disposition (i.e., the sum of cash and the fair market value of any property received) and (ii) the U.S. Holder's adjusted tax basis in the Common Stock disposed of. A U.S. Holder's initial tax basis in shares of Common Stock acquired in the Offering will generally equal the initial public offering price paid for such shares.

Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder's holding period for the Common Stock exceeds one year at the time of the disposition. The holding period for shares of Common Stock acquired in the Offering will generally begin on the day after the date on which such shares are acquired by the U.S. Holder. Long-term capital gains recognized by non-corporate U.S. Holders (including individuals) are generally eligible for reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to limitations under the Code. Specifically, under Section 1211 of the Code, capital losses of non-corporate taxpayers generally may be deducted only against capital gains and up to $3,000 of ordinary income per taxable year (or $1,500 in the case of a married individual filing a separate return). Unused capital losses may be carried forward to succeeding taxable years.

C. Medicare Contribution Tax

In addition to regular U.S. federal income tax, certain U.S. Holders that are individuals, estates, or trusts may be subject to a 3.8% Medicare contribution tax on "net investment income" pursuant to Section 1411 of the Code. Net investment income generally includes, among other things, dividends paid on Common Stock and capital gains from the disposition of Common Stock, subject to certain adjustments. For individuals, the tax applies to the lesser of (i) the individual's net investment income for the taxable year and (ii) the excess of the individual's modified adjusted gross income over a threshold amount ($250,000 for married individuals filing jointly, $125,000 for married individuals filing separately, and $200,000 for single individuals and heads of household). Estates and trusts are subject to the tax on the lesser of (i) undistributed net investment income and (ii) the excess of adjusted gross income over the dollar amount at which the highest income tax bracket applicable to estates and trusts begins for the taxable year. U.S. Holders that are individuals, estates, or trusts should consult their own tax advisors regarding the applicability of the Medicare contribution tax to their particular circumstances.

D. Information Reporting and Backup Withholding

In general, information reporting requirements may apply to dividends paid on Common Stock and to the proceeds of the sale or other taxable disposition of Common Stock paid to a U.S. Holder, unless such U.S. Holder is an exempt recipient (such as a corporation, certain tax-exempt organizations, and certain other persons). Such information may be reported to the IRS on Form 1099-DIV (in the case of dividends) or Form 1099-B (in the case of proceeds from a sale or exchange).

Backup withholding, currently imposed at a rate of 24%, may apply to such payments if the U.S. Holder (i) fails to provide a correct taxpayer identification number (generally on IRS Form W-9), (ii) furnishes an incorrect taxpayer identification number, (iii) is notified by the IRS that it has failed to properly report payments of interest or dividends, or (iv) fails to certify, under penalties of perjury, that it is not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the U.S. Holder's U.S. federal income tax liability or refunded to the extent they result in an overpayment, provided that the required information is timely furnished to the IRS. U.S. Holders should consult their own tax advisors regarding the application of information reporting and backup withholding rules in their particular circumstances.

V. Tax Consequences to Non-U.S. Holders

The following is a discussion of the material U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock that are applicable to Non-U.S. Holders.

A. Distributions on Common Stock

General Rule. Subject to the discussion below regarding effectively connected income, distributions treated as dividends (i.e., distributions paid out of current or accumulated earnings and profits of the Company, as determined under U.S. federal income tax principles) that are paid to a Non-U.S. Holder with respect to Common Stock will generally be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the distribution, or such lower rate as may be specified by an applicable income tax treaty between the United States and the Non-U.S. Holder's country of residence or organization.

Treaty Benefits. To claim the benefit of an applicable income tax treaty, a Non-U.S. Holder must provide the applicable withholding agent with a properly completed IRS Form W-8BEN (in the case of an individual Non-U.S. Holder) or IRS Form W-8BEN-E (in the case of a Non-U.S. Holder that is an entity), or any applicable successor form, certifying under penalties of perjury that such holder is not a United States person and is eligible for the reduced treaty rate. If a Non-U.S. Holder holds Common Stock through a financial institution or other agent acting on such holder's behalf, the Non-U.S. Holder will be required to provide the appropriate documentation to the agent, which in turn will be required to provide certification to the applicable withholding agent, either directly or through intermediaries. Special certification and other requirements apply to certain Non-U.S. Holders that are pass-through entities rather than corporations or individuals.

Effectively Connected Income. If distributions paid on Common Stock are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that the Non-U.S. Holder maintains in the United States), the Non-U.S. Holder will generally be exempt from the 30% U.S. federal withholding tax described above, provided that the Non-U.S. Holder provides the applicable withholding agent with a properly completed IRS Form W-8ECI (or applicable successor form). In such case, the Non-U.S. Holder will instead be subject to U.S. federal income tax on such effectively connected dividends on a net-income basis at the regular graduated rates applicable to U.S. persons. A Non-U.S. Holder that is a corporation may also be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), including effectively connected dividends.

Distributions in Excess of Earnings and Profits. To the extent that a distribution exceeds the Company's current and accumulated earnings and profits, such distribution will be treated first as a non-taxable return of capital to the extent of the Non-U.S. Holder's adjusted tax basis in the Common Stock (with a corresponding reduction to such basis) and, to the extent such distribution exceeds the Non-U.S. Holder's adjusted tax basis, as capital gain from the sale or exchange of Common Stock. The tax treatment of such capital gain is discussed in Section V.B below.

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

Subject to the discussion of backup withholding and FATCA below, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain realized upon the sale, exchange, or other taxable disposition of Common Stock, unless one or more of the following exceptions apply:

(i) Effectively Connected Gain. The gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States). In such case, the Non-U.S. Holder will be subject to U.S. federal income tax on the net gain derived from the disposition at the regular graduated rates applicable to U.S. persons. A Non-U.S. Holder that is a foreign corporation may also be subject to the branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on its effectively connected earnings and profits, including gain from such disposition.

(ii) 183-Day Rule. The Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of the disposition and certain other conditions are met, including that (a) the gain is derived from U.S. sources and (b) the individual has a "tax home" (within the meaning of Section 911(d)(3) of the Code) in the United States. In such case, the Non-U.S. Holder will be subject to a flat 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the amount by which such U.S.-source capital gains exceed U.S.-source capital losses allocable to the same period, even though the individual is not considered a resident of the United States for U.S. federal income tax purposes.

(iii) USRPHC Status. The Company is or has been a "United States real property holding corporation" (a "USRPHC") within the meaning of Section 897 of the Code at any time during the shorter of (a) the five-year period ending on the date of the disposition and (b) the Non-U.S. Holder's holding period for the Common Stock. A corporation is a USRPHC if the fair market value of its "United States real property interests" (as defined in Section 897(c)(1) of the Code) equals or exceeds 50% of the sum of the fair market values of (x) its United States real property interests, (y) its interests in real property located outside the United States, and (z) its other assets used or held for use in a trade or business, as determined under Section 897(c)(2) of the Code and applicable Treasury Regulations.

USRPHC Analysis. Given the nature of the Company's business — which involves the development, construction, ownership, and operation of utility-scale solar photovoltaic installations, onshore wind generation facilities, and grid-scale battery energy storage systems across project sites in Texas, New Mexico, Arizona, California, and Oklahoma — the Company holds significant interests in U.S. real property. The Company believes that it may constitute a USRPHC for U.S. federal income tax purposes. However, even if the Company is or has been a USRPHC, so long as the Common Stock is "regularly traded on an established securities market" within the meaning of Section 897(c)(3) of the Code and Treasury Regulations Section 1.897-1(m) (which it is expected to be following listing on the NYSE), gain realized by a Non-U.S. Holder upon the disposition of Common Stock will not be subject to tax under Section 897 of the Code (commonly referred to as the Foreign Investment in Real Property Tax Act of 1980, or "FIRPTA") unless such Non-U.S. Holder actually or constructively held more than 5% of the outstanding Common Stock at any time during the shorter of the five-year period ending on the date of the disposition or the Non-U.S. Holder's holding period for the Common Stock.

Given the complexity of the USRPHC analysis and the significance of CBR's U.S. real property interests, the Prospectus should advise holders to consult their own tax advisors regarding the Company's potential status as a USRPHC and the application of FIRPTA to their particular circumstances.

C. Information Reporting and Backup Withholding — Non-U.S. Holders

Payments of dividends to Non-U.S. Holders are generally subject to information reporting on IRS Form 1042-S and may be subject to backup withholding (currently at a rate of 24%) unless the Non-U.S. Holder provides the applicable withholding agent with appropriate certification of its non-U.S. status (e.g., a properly completed IRS Form W-8BEN, Form W-8BEN-E, or Form W-8ECI, as applicable) or otherwise establishes an applicable exemption from backup withholding.

Proceeds from the sale or other taxable disposition of Common Stock by a Non-U.S. Holder effected through a U.S. office of a broker will generally be subject to information reporting and may be subject to backup withholding at the then-applicable rate unless the Non-U.S. Holder certifies its non-U.S. status under penalties of perjury on the appropriate IRS Form W-8 or otherwise establishes an exemption. Information reporting (but generally not backup withholding) may also apply to proceeds from a sale or other taxable disposition effected through a foreign office of a broker that has certain connections to the United States (e.g., a broker that is a U.S. person or that has certain U.S. affiliates or that derives a specified percentage of its gross income from U.S.-connected activities), unless the broker has documentary evidence in its records that the Non-U.S. Holder is not a U.S. person and certain other conditions are met, or the Non-U.S. Holder otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the Non-U.S. Holder's U.S. federal income tax liability or refunded to the extent they result in an overpayment, provided that the required information is timely furnished to the IRS, including by the filing of an appropriate U.S. federal income tax return.

D. FATCA (Foreign Account Tax Compliance Act)

Sections 1471 through 1474 of the Code, together with the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA"), impose a withholding tax at a rate of 30% on certain types of payments made to "foreign financial institutions" (as defined in Section 1471(d)(4) of the Code) and certain other non-U.S. entities.

Foreign Financial Institutions. Specifically, withholding at a rate of 30% may be imposed on dividends paid on Common Stock to a foreign financial institution unless such institution (i) enters into an agreement with the U.S. Department of the Treasury to collect and report, on an annual basis, information with respect to accounts held at such institution by certain "specified United States persons" (as defined in Section 1473(3) of the Code) or by certain foreign entities with certain U.S. owners (including the name, address, and taxpayer identification number of each such specified United States person and certain other account information), and to withhold on certain payments to non-participating foreign financial institutions and to account holders who fail to provide the required information, or (ii) is otherwise exempt from these requirements (for example, by reason of being resident in a jurisdiction that has entered into an intergovernmental agreement with the United States, as described below).

Non-Financial Foreign Entities. Withholding at a rate of 30% may also be imposed on dividends paid on Common Stock to a "non-financial foreign entity" (as defined in Section 1472(d) of the Code) unless such entity (i) provides the withholding agent with a certification (generally on IRS Form W-8BEN-E) identifying certain direct and indirect "substantial United States owners" (as defined in Section 1473(2) of the Code) of such entity, (ii) certifies that it does not have any substantial United States owners, or (iii) otherwise qualifies for an exemption from these requirements.

Gross Proceeds. Under current IRS guidance, FATCA withholding does not apply to gross proceeds from a disposition of Common Stock. Although proposed Treasury Regulations previously provided for such withholding on gross proceeds, those proposed regulations have been formally withdrawn by the U.S. Department of the Treasury. Accordingly, Non-U.S. Holders should not be subject to FATCA withholding on the proceeds from a sale or other disposition of Common Stock.

Intergovernmental Agreements. An intergovernmental agreement between the United States and the applicable foreign country (an "IGA") may modify the FATCA requirements described above. Under many IGAs, a foreign financial institution that is resident in the applicable IGA partner jurisdiction and that complies with the IGA's reporting requirements will be treated as satisfying its obligations under FATCA. Non-U.S. Holders should consult their own tax advisors regarding the potential application of FATCA to their particular circumstances, including the effect of any applicable IGA.

Prospective investors are urged to consult their own tax advisors regarding the application of FATCA to their investment in Common Stock.

VI. Opinion

Based upon and subject to the foregoing, and subject to the qualifications, assumptions, and limitations stated herein and in the discussion set forth above, it is the opinion of Calderwood & Harkness LLP that the statements set forth in the Prospectus forming part of the Registration Statement under the caption "Material U.S. Federal Income Tax Consequences," insofar as such statements constitute summaries of matters of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects as of the date of this opinion.

This opinion is not a guarantee that the U.S. federal income tax consequences described herein or in the Prospectus will in fact be applicable to any particular holder of Common Stock. The discussion in this opinion and in the Prospectus is general in nature and does not address all aspects of U.S. federal income taxation that may be relevant to a particular holder of Common Stock in light of such holder's personal circumstances. Accordingly, each holder of Common Stock is urged to consult its own tax advisor regarding the U.S. federal, state, local, and non-U.S. income, estate, and other tax consequences of the purchase, ownership, and disposition of Common Stock.

VII. Limitations and Qualifications

This opinion is subject to the following additional limitations and qualifications:

(a) This opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond such matters. Without limiting the generality of the foregoing, we do not express any opinion regarding any tax consequences relating to assets held by the Company or to the Company's internal restructuring or reorganization transactions, if any.

(b) This opinion is rendered as of the date hereof. Calderwood & Harkness LLP assumes no obligation to advise the Company or any other person of any changes in the applicable law or the interpretation thereof that may come to our attention after the date hereof, and assumes no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law (including changes by legislative, regulatory, judicial, or administrative action) that may hereafter occur. Any such changes could affect the conclusions expressed herein.

(c) This opinion is furnished to the Company solely in connection with the filing of the Registration Statement and is not to be used, circulated, quoted, or otherwise referred to for any other purpose without the prior written consent of Calderwood & Harkness LLP. This opinion may not be relied upon by any person other than as expressly provided in paragraph (d) below.

(d) This opinion is being rendered solely for the benefit of the Company and the holders of Common Stock who acquire shares of Common Stock in the Offering and is not to be relied upon by any other person or entity. No other person or entity is entitled to rely on this opinion for any purpose without the prior written consent of Calderwood & Harkness LLP.

VIII. Consent to Filing

Calderwood & Harkness LLP hereby consents to the filing of this opinion as Exhibit 8.1 to the Registration Statement on Form S-1 of Calloway-Briggs Renewables Inc. (File No. [_]; SEC CIK 0001948372) and to the reference to Calderwood & Harkness LLP under the captions "Material U.S. Federal Income Tax Consequences" and "Legal Matters" in the Prospectus forming part of the Registration Statement.

In giving such consent, Calderwood & Harkness LLP does not thereby admit that it is within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

IX. Closing

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Leonard Cross

Title: Specialist Partner, Tax

Date: ________

DRAFT — NOT FOR EXECUTION

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
DRAFT — SUBJECT TO REVISION
[__], 2022
C&H Matter No. 1015-00001
Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, Texas 78746
Attention: Sandra Haverford, General Counsel & Corporate Secretary
Re: Registration Statement on Form S-1 — Material U.S. Federal Income Tax Consequences to Holders of Common Stock
Ladies and Gentlemen:
I. Introduction and Engagement Description
Calderwood & Harkness LLP has acted as counsel to Calloway-Briggs Renewables Inc., a corporation organized under the laws of the State of Delaware (the "Company" or "CBR"), in connection with the Company's Registration Statement on Form S-1 (File No. [_]; SEC CIK 0001948372) (as amended or supplemented from time to time, the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the proposed initial public offering (the "Offering") of shares of common stock, par value $0.01 per share, of the Company (the "Common Stock"). The Offering covers an aggregate amount of approximately $600,000,000 of Common Stock, inclusive of shares of Common Stock subject to the underwriters' overallotment option described in the Registration Statement. The Common Stock is proposed to be listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "CBRI."
This opinion is being rendered for filing as an exhibit to the Registration Statement and is referenced under the caption "Material U.S. Federal Income Tax Consequences" in the prospectus forming part of the Registration Statement (the "Prospectus"). This opinion has been prepared under the direction of Leonard Cross, Specialist Partner, Tax, of Calderwood & Harkness LLP. It addresses the material U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock by holders who acquire shares of Common Stock pursuant to the Offering. Except as otherwise expressly indicated, all references herein to "holders" refer to beneficial owners of Common Stock who acquire their shares in the Offering.
In connection with rendering this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
(a) the Registration Statement, including all exhibits and schedules thereto, in the form filed with the SEC;
(b) the Prospectus in the form included in the Registration Statement;
(c) the form of Underwriting Agreement by and among the Company and the several underwriters named therein (the "Underwriting Agreement");
(d) the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, each in the form filed as an exhibit to the Registration Statement;
(e) the certificate of the Company, dated as of the date hereof, executed by an authorized officer of the Company, as to certain factual matters relevant to this opinion (the "Officer's Certificate"); and
(f) such other certificates, documents, records, and instruments as we have deemed necessary or appropriate for the purposes of rendering this opinion.
II. Scope, Assumptions, and Limitations
A. Scope of Opinion
This opinion is limited to the material U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock by holders who acquire shares in the Offering. Except as expressly noted herein, this opinion does not address:
(i) any state, local, or non-U.S. tax consequences that may be relevant to a holder of Common Stock;
(ii) any tax consequences arising under the Medicare contribution tax on net investment income imposed by Section 1411 of the Internal Revenue Code of 1986, as amended (the "Code"), except for the general summary reference set forth in Section IV.C hereof;
(iii) any tax consequences to holders who may be subject to special rules under the Code, including, but not limited to:
(1) banks, thrift institutions, and other financial institutions;
(2) insurance companies;
(3) organizations exempt from U.S. federal income tax under Section 501(a) of the Code (including individual retirement accounts and other tax-deferred accounts);
(4) partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes, or investors therein;
(5) regulated investment companies and real estate investment trusts;
(6) dealers in securities or currencies;
(7) traders in securities who elect to apply a mark-to-market method of accounting for their securities holdings pursuant to Section 475(f) of the Code;
(8) persons who hold Common Stock as part of a hedge, straddle, constructive sale, conversion transaction, or other integrated or risk-reduction transaction;
(9) U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;
(10) persons subject to the alternative minimum tax provisions of the Code;
(11) former citizens or long-term residents of the United States who are subject to tax as expatriates under Section 877 or Section 877A of the Code;
(12) persons who acquired shares of Common Stock through the exercise of employee stock options or otherwise as compensation, including shares acquired under the Company's 2022 Omnibus Equity Incentive Plan or the Company's 2022 Employee Stock Purchase Plan;
(iv) any aspect of U.S. federal tax law other than U.S. federal income taxation (including, without limitation, U.S. federal estate and gift tax consequences); and
(v) the tax treatment of the Company itself, any of its direct or indirect subsidiaries (including without limitation CBR Solar Development LLC, Calloway-Briggs Storage Holdings LLC, and CBR Wind Partners LP), or any of its tax-equity arrangements, including without limitation the Solaris West tax-equity partnership with Veltara Basin Financial LLC or the hypothetical liquidation at book value ("HLBV") methodology employed in connection with the allocation of income, loss, gain, deduction, and credit items among the partners of such tax-equity partnerships.
B. Assumptions.  In rendering this opinion, we have assumed, with the Company's consent and without independent verification, each of the following:
(i) The Offering will be consummated in accordance with the terms and conditions described in the Registration Statement and the Prospectus, and no material modification will be made to the terms of the Offering as described therein.
(ii) The Company is and will continue to be classified as a corporation (and not as a partnership, disregarded entity, or other type of entity) for U.S. federal income tax purposes. The Company is a Delaware C-corporation and has been assigned Employer Identification Number 83-4027615. We have not independently verified the Company's classification, and our opinion is conditioned upon the accuracy of this assumption.
(iii) Each holder acquires shares of Common Stock solely for cash at the initial public offering price set forth on the cover page of the Prospectus. For purposes of this opinion, we have assumed an initial public offering price of $22.00 per share, which represents the assumed midpoint of the estimated price range set forth on the cover page of the Prospectus. To the extent the actual initial public offering price differs from this assumed midpoint, the analysis set forth herein should not be materially affected, although certain computations (including computations of gain, loss, and adjusted tax basis) will necessarily reflect the actual initial public offering price.
(iv) All representations, warranties, statements of fact, and descriptions set forth in the Registration Statement, the Prospectus, the Underwriting Agreement, the Officer's Certificate, and such other documents as we have examined in connection with this opinion are accurate and complete as of the date of this opinion and will remain accurate and complete through the closing of the Offering. We have not undertaken any independent investigation to verify the accuracy or completeness of any such representations, warranties, statements of fact, or descriptions.
(v) All documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals thereof, and all signatures on all documents are genuine.
C. Reliance and Qualifications
This opinion is based upon the Code, Treasury Regulations promulgated thereunder (including proposed and temporary Treasury Regulations), judicial decisions of courts of competent jurisdiction, and published rulings, notices, announcements, and administrative pronouncements of the Internal Revenue Service (the "IRS"), all as in effect on the date of this opinion. The foregoing authorities are subject to change at any time, potentially with retroactive effect, and any such change could affect the validity of the opinion set forth herein. We assume no obligation to update or supplement this opinion to reflect any such changes occurring after the date hereof.
No assurance can be given that the IRS will not take a position contrary to one or more of the positions described herein, or that a court would not sustain such a contrary position if asserted by the IRS. No ruling has been sought or obtained from the IRS with respect to any of the U.S. federal income tax consequences discussed in this opinion, and the Company has advised us that it does not intend to seek any such ruling.
This opinion represents the views of Calderwood & Harkness LLP and is not binding on the IRS or any court. Accordingly, there can be no assurance that the tax consequences described herein will be accepted by the IRS or, if challenged, sustained by a court.
III. Definitions
For purposes of this opinion, the following definitions shall apply:
A. U.S. Holder
A "U.S. Holder" is a beneficial owner of Common Stock who is, for U.S. federal income tax purposes, any of the following:
(i) an individual who is a citizen or resident of the United States;
(ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
(iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
(iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.
B. Non-U.S. Holder
A "Non-U.S. Holder" is a beneficial owner of Common Stock that is, for U.S. federal income tax purposes, neither a U.S. Holder nor a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes).
C. Partnership Treatment
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Common Stock, the U.S. federal income tax treatment of a partner in such partnership generally will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships that hold Common Stock and the partners in such partnerships should consult their own tax advisors regarding the U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock.
IV. Tax Consequences to U.S. Holders
The following is a discussion of the material U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock that are applicable to U.S. Holders.
A. Distributions on Common Stock
General Rule. Distributions of cash or other property paid on Common Stock will constitute dividends for U.S. federal income tax purposes to the extent paid out of the Company's current or accumulated earnings and profits, as determined under U.S. federal income tax principles. As disclosed in the Prospectus under the caption "Dividend Policy," the Company does not currently anticipate paying cash dividends on the Common Stock for the foreseeable future. The Company has indicated that it intends to retain all available funds and future earnings, if any, to fund the development and expansion of its utility-scale solar, wind, and battery storage projects and for general corporate purposes. In addition, the Company's ability to pay dividends may be restricted by the terms of the credit agreements with Veltrano National Bank and the related revolving credit facility and term loan agreements. Accordingly, U.S. Holders should not expect to receive dividends with respect to the Common Stock in the near term. However, in the event that the Company does pay distributions on the Common Stock in the future, the following rules would apply.
To the extent that distributions paid on Common Stock exceed the Company's current and accumulated earnings and profits, such excess will be treated first as a non-taxable return of capital to the extent of the U.S. Holder's adjusted tax basis in the Common Stock, thereby reducing such adjusted tax basis (but not below zero). Any amount in excess of the U.S. Holder's adjusted tax basis will be treated as capital gain from the sale or exchange of the Common Stock, subject to the rules discussed in Section IV.B below.
Corporate U.S. Holders. Dividends received by a U.S. Holder that is a corporation may be eligible for the dividends-received deduction allowed under Section 243 of the Code, subject to applicable limitations and requirements. The dividends-received deduction is subject to various restrictions and limitations, including the holding-period requirements of Section 246(c) of the Code and the debt-financed portfolio stock limitations of Section 246A of the Code. Corporate U.S. Holders should consult their own tax advisors regarding the availability of the dividends-received deduction in light of their particular circumstances.
Non-Corporate U.S. Holders. Dividends received by a non-corporate U.S. Holder (including an individual) may constitute "qualified dividend income" that is taxable at the preferential rates applicable to long-term capital gains, provided that the U.S. Holder satisfies certain holding-period and other requirements under Section 1(h)(11) of the Code. Specifically, to be eligible for the reduced rate, the U.S. Holder must hold the Common Stock for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date. Non-corporate U.S. Holders should consult their own tax advisors regarding the availability of the preferential rate for qualified dividend income in light of their particular circumstances.
B. Sale, Exchange, or Other Taxable Disposition of Common Stock
A U.S. Holder will generally recognize capital gain or loss upon the sale, exchange, or other taxable disposition of Common Stock in an amount equal to the difference, if any, between (i) the amount realized upon such disposition (i.e., the sum of cash and the fair market value of any property received) and (ii) the U.S. Holder's adjusted tax basis in the Common Stock disposed of. A U.S. Holder's initial tax basis in shares of Common Stock acquired in the Offering will generally equal the initial public offering price paid for such shares.
Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder's holding period for the Common Stock exceeds one year at the time of the disposition. The holding period for shares of Common Stock acquired in the Offering will generally begin on the day after the date on which such shares are acquired by the U.S. Holder. Long-term capital gains recognized by non-corporate U.S. Holders (including individuals) are generally eligible for reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to limitations under the Code. Specifically, under Section 1211 of the Code, capital losses of non-corporate taxpayers generally may be deducted only against capital gains and up to $3,000 of ordinary income per taxable year (or $1,500 in the case of a married individual filing a separate return). Unused capital losses may be carried forward to succeeding taxable years.
C. Medicare Contribution Tax
In addition to regular U.S. federal income tax, certain U.S. Holders that are individuals, estates, or trusts may be subject to a 3.8% Medicare contribution tax on "net investment income" pursuant to Section 1411 of the Code. Net investment income generally includes, among other things, dividends paid on Common Stock and capital gains from the disposition of Common Stock, subject to certain adjustments. For individuals, the tax applies to the lesser of (i) the individual's net investment income for the taxable year and (ii) the excess of the individual's modified adjusted gross income over a threshold amount ($250,000 for married individuals filing jointly, $125,000 for married individuals filing separately, and $200,000 for single individuals and heads of household). Estates and trusts are subject to the tax on the lesser of (i) undistributed net investment income and (ii) the excess of adjusted gross income over the dollar amount at which the highest income tax bracket applicable to estates and trusts begins for the taxable year. U.S. Holders that are individuals, estates, or trusts should consult their own tax advisors regarding the applicability of the Medicare contribution tax to their particular circumstances.
D. Information Reporting and Backup Withholding
In general, information reporting requirements may apply to dividends paid on Common Stock and to the proceeds of the sale or other taxable disposition of Common Stock paid to a U.S. Holder, unless such U.S. Holder is an exempt recipient (such as a corporation, certain tax-exempt organizations, and certain other persons). Such information may be reported to the IRS on Form 1099-DIV (in the case of dividends) or Form 1099-B (in the case of proceeds from a sale or exchange).
Backup withholding, currently imposed at a rate of 24%, may apply to such payments if the U.S. Holder (i) fails to provide a correct taxpayer identification number (generally on IRS Form W-9), (ii) furnishes an incorrect taxpayer identification number, (iii) is notified by the IRS that it has failed to properly report payments of interest or dividends, or (iv) fails to certify, under penalties of perjury, that it is not subject to backup withholding.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the U.S. Holder's U.S. federal income tax liability or refunded to the extent they result in an overpayment, provided that the required information is timely furnished to the IRS. U.S. Holders should consult their own tax advisors regarding the application of information reporting and backup withholding rules in their particular circumstances.
V. Tax Consequences to Non-U.S. Holders
The following is a discussion of the material U.S. federal income tax consequences of the purchase, ownership, and disposition of Common Stock that are applicable to Non-U.S. Holders.
A. Distributions on Common Stock
General Rule. Subject to the discussion below regarding effectively connected income, distributions treated as dividends (i.e., distributions paid out of current or accumulated earnings and profits of the Company, as determined under U.S. federal income tax principles) that are paid to a Non-U.S. Holder with respect to Common Stock will generally be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the distribution, or such lower rate as may be specified by an applicable income tax treaty between the United States and the Non-U.S. Holder's country of residence or organization.
Treaty Benefits. To claim the benefit of an applicable income tax treaty, a Non-U.S. Holder must provide the applicable withholding agent with a properly completed IRS Form W-8BEN (in the case of an individual Non-U.S. Holder) or IRS Form W-8BEN-E (in the case of a Non-U.S. Holder that is an entity), or any applicable successor form, certifying under penalties of perjury that such holder is not a United States person and is eligible for the reduced treaty rate. If a Non-U.S. Holder holds Common Stock through a financial institution or other agent acting on such holder's behalf, the Non-U.S. Holder will be required to provide the appropriate documentation to the agent, which in turn will be required to provide certification to the applicable withholding agent, either directly or through intermediaries. Special certification and other requirements apply to certain Non-U.S. Holders that are pass-through entities rather than corporations or individuals.
Effectively Connected Income. If distributions paid on Common Stock are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that the Non-U.S. Holder maintains in the United States), the Non-U.S. Holder will generally be exempt from the 30% U.S. federal withholding tax described above, provided that the Non-U.S. Holder provides the applicable withholding agent with a properly completed IRS Form W-8ECI (or applicable successor form). In such case, the Non-U.S. Holder will instead be subject to U.S. federal income tax on such effectively connected dividends on a net-income basis at the regular graduated rates applicable to U.S. persons. A Non-U.S. Holder that is a corporation may also be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), including effectively connected dividends.
Distributions in Excess of Earnings and Profits. To the extent that a distribution exceeds the Company's current and accumulated earnings and profits, such distribution will be treated first as a non-taxable return of capital to the extent of the Non-U.S. Holder's adjusted tax basis in the Common Stock (with a corresponding reduction to such basis) and, to the extent such distribution exceeds the Non-U.S. Holder's adjusted tax basis, as capital gain from the sale or exchange of Common Stock. The tax treatment of such capital gain is discussed in Section V.B below.
B. Gain on Sale, Exchange, or Other Taxable Disposition of Common Stock
Subject to the discussion of backup withholding and FATCA below, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain realized upon the sale, exchange, or other taxable disposition of Common Stock, unless one or more of the following exceptions apply:
(i) Effectively Connected Gain. The gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States). In such case, the Non-U.S. Holder will be subject to U.S. federal income tax on the net gain derived from the disposition at the regular graduated rates applicable to U.S. persons. A Non-U.S. Holder that is a foreign corporation may also be subject to the branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on its effectively connected earnings and profits, including gain from such disposition.
(ii) 183-Day Rule. The Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of the disposition and certain other conditions are met, including that (a) the gain is derived from U.S. sources and (b) the individual has a "tax home" (within the meaning of Section 911(d)(3) of the Code) in the United States. In such case, the Non-U.S. Holder will be subject to a flat 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the amount by which such U.S.-source capital gains exceed U.S.-source capital losses allocable to the same period, even though the individual is not considered a resident of the United States for U.S. federal income tax purposes.
(iii) USRPHC Status. The Company is or has been a "United States real property holding corporation" (a "USRPHC") within the meaning of Section 897 of the Code at any time during the shorter of (a) the five-year period ending on the date of the disposition and (b) the Non-U.S. Holder's holding period for the Common Stock. A corporation is a USRPHC if the fair market value of its "United States real property interests" (as defined in Section 897(c)(1) of the Code) equals or exceeds 50% of the sum of the fair market values of (x) its United States real property interests, (y) its interests in real property located outside the United States, and (z) its other assets used or held for use in a trade or business, as determined under Section 897(c)(2) of the Code and applicable Treasury Regulations.
USRPHC Analysis. Given the nature of the Company's business — which involves the development, construction, ownership, and operation of utility-scale solar photovoltaic installations, onshore wind generation facilities, and grid-scale battery energy storage systems across project sites in Texas, New Mexico, Arizona, California, and Oklahoma — the Company holds significant interests in U.S. real property. The Company believes that it may constitute a USRPHC for U.S. federal income tax purposes. However, even if the Company is or has been a USRPHC, so long as the Common Stock is "regularly traded on an established securities market" within the meaning of Section 897(c)(3) of the Code and Treasury Regulations Section 1.897-1(m) (which it is expected to be following listing on the NYSE), gain realized by a Non-U.S. Holder upon the disposition of Common Stock will not be subject to tax under Section 897 of the Code (commonly referred to as the Foreign Investment in Real Property Tax Act of 1980, or "FIRPTA") unless such Non-U.S. Holder actually or constructively held more than 5% of the outstanding Common Stock at any time during the shorter of the five-year period ending on the date of the disposition or the Non-U.S. Holder's holding period for the Common Stock.
Given the complexity of the USRPHC analysis and the significance of CBR's U.S. real property interests, the Prospectus should advise holders to consult their own tax advisors regarding the Company's potential status as a USRPHC and the application of FIRPTA to their particular circumstances.
C. Information Reporting and Backup Withholding — Non-U.S. Holders
Payments of dividends to Non-U.S. Holders are generally subject to information reporting on IRS Form 1042-S and may be subject to backup withholding (currently at a rate of 24%) unless the Non-U.S. Holder provides the applicable withholding agent with appropriate certification of its non-U.S. status (e.g., a properly completed IRS Form W-8BEN, Form W-8BEN-E, or Form W-8ECI, as applicable) or otherwise establishes an applicable exemption from backup withholding.
Proceeds from the sale or other taxable disposition of Common Stock by a Non-U.S. Holder effected through a U.S. office of a broker will generally be subject to information reporting and may be subject to backup withholding at the then-applicable rate unless the Non-U.S. Holder certifies its non-U.S. status under penalties of perjury on the appropriate IRS Form W-8 or otherwise establishes an exemption. Information reporting (but generally not backup withholding) may also apply to proceeds from a sale or other taxable disposition effected through a foreign office of a broker that has certain connections to the United States (e.g., a broker that is a U.S. person or that has certain U.S. affiliates or that derives a specified percentage of its gross income from U.S.-connected activities), unless the broker has documentary evidence in its records that the Non-U.S. Holder is not a U.S. person and certain other conditions are met, or the Non-U.S. Holder otherwise establishes an exemption.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the Non-U.S. Holder's U.S. federal income tax liability or refunded to the extent they result in an overpayment, provided that the required information is timely furnished to the IRS, including by the filing of an appropriate U.S. federal income tax return.
D. FATCA (Foreign Account Tax Compliance Act)
Sections 1471 through 1474 of the Code, together with the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA"), impose a withholding tax at a rate of 30% on certain types of payments made to "foreign financial institutions" (as defined in Section 1471(d)(4) of the Code) and certain other non-U.S. entities.
Foreign Financial Institutions. Specifically, withholding at a rate of 30% may be imposed on dividends paid on Common Stock to a foreign financial institution unless such institution (i) enters into an agreement with the U.S. Department of the Treasury to collect and report, on an annual basis, information with respect to accounts held at such institution by certain "specified United States persons" (as defined in Section 1473(3) of the Code) or by certain foreign entities with certain U.S. owners (including the name, address, and taxpayer identification number of each such specified United States person and certain other account information), and to withhold on certain payments to non-participating foreign financial institutions and to account holders who fail to provide the required information, or (ii) is otherwise exempt from these requirements (for example, by reason of being resident in a jurisdiction that has entered into an intergovernmental agreement with the United States, as described below).
Non-Financial Foreign Entities. Withholding at a rate of 30% may also be imposed on dividends paid on Common Stock to a "non-financial foreign entity" (as defined in Section 1472(d) of the Code) unless such entity (i) provides the withholding agent with a certification (generally on IRS Form W-8BEN-E) identifying certain direct and indirect "substantial United States owners" (as defined in Section 1473(2) of the Code) of such entity, (ii) certifies that it does not have any substantial United States owners, or (iii) otherwise qualifies for an exemption from these requirements.
Gross Proceeds. Under current IRS guidance, FATCA withholding does not apply to gross proceeds from a disposition of Common Stock. Although proposed Treasury Regulations previously provided for such withholding on gross proceeds, those proposed regulations have been formally withdrawn by the U.S. Department of the Treasury. Accordingly, Non-U.S. Holders should not be subject to FATCA withholding on the proceeds from a sale or other disposition of Common Stock.
Intergovernmental Agreements. An intergovernmental agreement between the United States and the applicable foreign country (an "IGA") may modify the FATCA requirements described above. Under many IGAs, a foreign financial institution that is resident in the applicable IGA partner jurisdiction and that complies with the IGA's reporting requirements will be treated as satisfying its obligations under FATCA. Non-U.S. Holders should consult their own tax advisors regarding the potential application of FATCA to their particular circumstances, including the effect of any applicable IGA.
Prospective investors are urged to consult their own tax advisors regarding the application of FATCA to their investment in Common Stock.
VI. Opinion
Based upon and subject to the foregoing, and subject to the qualifications, assumptions, and limitations stated herein and in the discussion set forth above, it is the opinion of Calderwood & Harkness LLP that the statements set forth in the Prospectus forming part of the Registration Statement under the caption "Material U.S. Federal Income Tax Consequences," insofar as such statements constitute summaries of matters of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects as of the date of this opinion.
This opinion is not a guarantee that the U.S. federal income tax consequences described herein or in the Prospectus will in fact be applicable to any particular holder of Common Stock. The discussion in this opinion and in the Prospectus is general in nature and does not address all aspects of U.S. federal income taxation that may be relevant to a particular holder of Common Stock in light of such holder's personal circumstances. Accordingly, each holder of Common Stock is urged to consult its own tax advisor regarding the U.S. federal, state, local, and non-U.S. income, estate, and other tax consequences of the purchase, ownership, and disposition of Common Stock.
VII. Limitations and Qualifications
This opinion is subject to the following additional limitations and qualifications:
(a) This opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond such matters. Without limiting the generality of the foregoing, we do not express any opinion regarding any tax consequences relating to assets held by the Company or to the Company's internal restructuring or reorganization transactions, if any.
(b) This opinion is rendered as of the date hereof. Calderwood & Harkness LLP assumes no obligation to advise the Company or any other person of any changes in the applicable law or the interpretation thereof that may come to our attention after the date hereof, and assumes no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law (including changes by legislative, regulatory, judicial, or administrative action) that may hereafter occur. Any such changes could affect the conclusions expressed herein.
(c) This opinion is furnished to the Company solely in connection with the filing of the Registration Statement and is not to be used, circulated, quoted, or otherwise referred to for any other purpose without the prior written consent of Calderwood & Harkness LLP. This opinion may not be relied upon by any person other than as expressly provided in paragraph (d) below.
(d) This opinion is being rendered solely for the benefit of the Company and the holders of Common Stock who acquire shares of Common Stock in the Offering and is not to be relied upon by any other person or entity. No other person or entity is entitled to rely on this opinion for any purpose without the prior written consent of Calderwood & Harkness LLP.
VIII. Consent to Filing
Calderwood & Harkness LLP hereby consents to the filing of this opinion as Exhibit 8.1 to the Registration Statement on Form S-1 of Calloway-Briggs Renewables Inc. (File No. [_]; SEC CIK 0001948372) and to the reference to Calderwood & Harkness LLP under the captions "Material U.S. Federal Income Tax Consequences" and "Legal Matters" in the Prospectus forming part of the Registration Statement.
In giving such consent, Calderwood & Harkness LLP does not thereby admit that it is within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
IX. Closing
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Leonard Cross
Title: Specialist Partner, Tax
Date: ________
DRAFT — NOT FOR EXECUTION
This draft is subject to revision and should not be relied upon as a final opinion. All rights reserved. Calderwood & Harkness LLP.

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

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