1015-00002 · Calloway-Briggs Renewables Inc · Closing

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1100 Louisiana Street, Suite 4500 Houston, Texas 77002

Telephone: (713) 555-8200 Facsimile: (713) 555-8201 www.calderwoodharkness.com

Matter No.: 1015-00002

\\\\\\\\\\\\, 2025

Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746

Attention: Victor Langford, Deputy General Counsel

Re: Legal Opinion — Power Purchase Agreement dated as of \_\_\_\_\_\_\_\_\_\_\_\_, 2025 (the "PPA") between Saguaro Flats Solar LLC ("Seller") and Meridian DataCore Solutions Inc. ("Buyer") for the Saguaro Flats Solar Project

Ladies and Gentlemen:

We have acted as counsel to Calloway-Briggs Renewables Inc., a Delaware corporation ("CBR"), and its wholly-owned subsidiary, Saguaro Flats Solar LLC, a Delaware limited liability company ("Seller"), in connection with the negotiation, execution, and delivery of that certain Power Purchase Agreement dated as of \\\\\\\\\\\\, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "PPA"), by and between Seller and Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PPA.

The PPA concerns the purchase and sale of energy generated by the Saguaro Flats Solar Project (the "Project"), a 150 MWac (195 MWdc) ground-mounted single-axis tracking solar photovoltaic generating facility to be located on approximately 1,400 acres in Pecos County, Texas. The PPA is structured as a virtual (financial) power purchase agreement, constituting a contract for differences settling against the ERCOT West Hub locational marginal pricing node. The PPA has a term of twenty (20) years commencing on the Commercial Operation Date (currently expected to occur on or about April 1, 2027) and expiring on March 31, 2047, with an aggregate nominal contract value of approximately One Hundred Forty Million Dollars ($140,000,000).

This opinion is delivered pursuant to Section \\\\\_ of the PPA as a condition precedent to the execution and delivery of the PPA by the parties thereto, and is governed by the laws of the State of New York. This opinion is being furnished to Buyer in accordance with and in satisfaction of the requirements set forth in the PPA.

1. Documents and Records Examined

In rendering the opinions expressed herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, records, and instruments:

1.1. The PPA, including all exhibits and schedules thereto (Exhibits A through F), together with all amendments, supplements, and side letters, if any, entered into in connection therewith as of the date hereof.

1.2. The Limited Liability Company Agreement of Saguaro Flats Solar LLC, as amended, restated, supplemented, or otherwise modified to date (the "LLC Agreement").

1.3. The Certificate of Formation of Saguaro Flats Solar LLC, as filed with the Secretary of State of the State of Delaware on the date of its original formation, together with all amendments thereto filed through the date hereof (the "Certificate of Formation").

1.4. The Certificate of Incorporation of Calloway-Briggs Renewables Inc., as filed with the Secretary of State of the State of Delaware on the date of its original incorporation, together with all amendments thereto filed through the date hereof (the "Certificate of Incorporation").

1.5. The Bylaws of Calloway-Briggs Renewables Inc., as amended, restated, supplemented, or otherwise modified to date (the "CBR Bylaws").

1.6. The resolutions of the Manager of Saguaro Flats Solar LLC, adopted by Calloway-Briggs Renewables Inc. in its capacity as sole Manager of Saguaro Flats Solar LLC, authorizing the execution, delivery, and performance of the PPA and the consummation of the transactions contemplated thereby (the "Authorizing Resolutions").

1.7. A Certificate of Good Standing of Saguaro Flats Solar LLC, issued by the Secretary of State of the State of Delaware, dated \\\\\\\\\\\\, 2025.

1.8. A Certificate of Good Standing of Calloway-Briggs Renewables Inc., issued by the Secretary of State of the State of Delaware, dated \\\\\\\\\\\\, 2025.

1.9. An Officer's Certificate of Saguaro Flats Solar LLC, dated \\\\\\\\\\\\, 2025, executed by a duly authorized officer of Seller (the "Officer's Certificate").

1.10. A Secretary's/Manager's Certificate and Incumbency Certificate of Saguaro Flats Solar LLC, dated \\\\\\\\\\\\, 2025, executed by a duly authorized representative of Calloway-Briggs Renewables Inc. as sole Manager of Seller (the "Secretary's Certificate").

1.11. The Lender Consent and Agreement, dated as of \\\\\\\\\\\\, 2025, among Seller, Buyer, and Tralvendo National Bank, N.A., as Administrative Agent for the lenders party thereto (the "Lender Consent Agreement").

1.12. The Form of Irrevocable Standby Letter of Credit attached as Exhibit D to the PPA, to be issued by Tralvendo National Bank, N.A. in favor of Buyer in the initial stated amount of Seven Million Dollars ($7,000,000).

1.13. The Form of Guaranty attached as Exhibit C to the PPA, to be delivered by Meridian DataCore Solutions Inc. in connection with Buyer's obligations under the PPA.

1.14. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein.

We note for the record that the registered agent of Saguaro Flats Solar LLC in the State of Delaware is Capitol Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The federal employer identification number of Saguaro Flats Solar LLC is 93-1284506.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, or photostatic copies, and the authenticity of the originals of such copies. We have also relied, without independent investigation, upon certificates of public officials and of officers and representatives of Seller and CBR as to certain matters of fact relevant to the opinions rendered herein.

2. Assumptions

In rendering the opinions set forth in Section 3 below, we have assumed, without independent investigation or verification, the following:

2.1. The genuineness of all signatures on all documents examined by us (other than the signatures of officers, managers, or authorized representatives of Seller on the PPA and related documents).

2.2. The authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified, conformed, facsimile, electronic, or photostatic copies, and the authenticity of the originals of such copies.

2.3. The legal capacity of all natural persons who have executed any of the documents referenced herein or otherwise relevant to the opinions set forth below.

2.4. That Buyer, Meridian DataCore Solutions Inc., is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full corporate power and authority to execute, deliver, and perform its obligations under the PPA and each other agreement, document, and instrument to which Buyer is a party or by which Buyer is bound in connection with the transactions contemplated by the PPA.

2.5. That the PPA has been duly authorized by all necessary corporate action on the part of Buyer, including without limitation all requisite actions by Buyer's board of directors or other governing body, and has been duly executed and delivered by Buyer by persons authorized to do so on Buyer's behalf.

2.6. That the PPA constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and subject to general principles of equity.

2.7. That the execution and delivery of the PPA by Buyer does not and will not violate, conflict with, or result in a breach of any provision of Buyer's certificate of incorporation, bylaws, or other organizational documents, any agreement, indenture, or instrument to which Buyer is a party or by which Buyer or any of its properties or assets is bound, or any applicable law, rule, regulation, judgment, order, or decree of any governmental authority.

2.8. That all factual matters, representations, warranties, and statements set forth in the Officer's Certificate and the Secretary's Certificate delivered by or on behalf of Seller and CBR are true, correct, and complete in all material respects as of the date hereof, and that no material changes have occurred with respect to the factual matters described therein since the dates of such certificates.

2.9. That all conditions precedent to the execution and delivery of the PPA (other than those that are the subject of specific opinions set forth in Section 3 below) have been duly satisfied or validly waived by the appropriate parties in accordance with the terms of the PPA.

2.10. That the Authorizing Resolutions adopted by Calloway-Briggs Renewables Inc. in its capacity as sole Manager of Saguaro Flats Solar LLC have not been amended, modified, supplemented, revoked, or rescinded since their adoption, and remain in full force and effect as of the date hereof.

2.11. That each party to the PPA will act in good faith and in accordance with principles of fair dealing in the performance and enforcement of its respective obligations under the PPA, and that no party will engage in conduct that would render any provision of the PPA unenforceable.

3. Opinions

Based upon the foregoing and subject to the assumptions set forth in Section 2, the qualifications and limitations set forth in Section 4, and the other matters described herein, we are of the opinion that:

3.1 Due Organization and Good Standing

Saguaro Flats Solar LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Saguaro Flats Solar LLC has full limited liability company power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, including without limitation the ownership, development, construction, and operation of the Saguaro Flats Solar Project, a 150 MWac (195 MWdc) ground-mounted single-axis tracking solar photovoltaic generating facility located on approximately 1,400 acres in Pecos County, Texas. Calloway-Briggs Renewables Inc. serves as the sole Manager of Saguaro Flats Solar LLC in accordance with the LLC Agreement and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).

3.2 Due Authorization, Execution, and Delivery

The execution, delivery, and performance by Seller of the PPA and the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company action on the part of Seller. Such authorization includes the adoption of the Authorizing Resolutions by Calloway-Briggs Renewables Inc. in its capacity as sole Manager of Saguaro Flats Solar LLC, in accordance with the LLC Agreement and the Delaware Limited Liability Company Act. The PPA has been duly executed and delivered by Seller by persons duly authorized to act on behalf of Seller. No further limited liability company action, consent, approval, or authorization on the part of Seller, its Manager, or its members is required in connection with the execution, delivery, or performance of the PPA or the consummation of the transactions contemplated thereby.

3.3 Enforceability. The PPA constitutes a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. The foregoing opinion as to enforceability is subject to the qualifications and limitations set forth in Section 4 below. We note that the PPA is governed by and to be construed in accordance with the laws of the State of New York, and this opinion as to enforceability is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware (8 Del. C. § 101 et seq.), the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), and applicable federal law of the United States of America, in each case as currently in effect on the date hereof.

3.4 No Conflicts

The execution, delivery, and performance by Seller of the PPA, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the Certificate of Formation or the Limited Liability Company Agreement of Saguaro Flats Solar LLC;

(b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, or acceleration of any obligation under, any material agreement, indenture, mortgage, deed of trust, credit agreement, note, bond, license, permit, or other instrument to which Seller is a party or by which Seller or any of its properties or assets is bound, to the extent such agreements have been identified to us by Seller in the Officer's Certificate or otherwise disclosed to us in writing;

(c) result in the creation or imposition of any lien, security interest, charge, pledge, mortgage, or encumbrance of any kind upon any property or assets of Seller, other than liens in favor of Tralvendo National Bank, N.A., as Administrative Agent for the lenders under the senior secured construction-to-term loan facility in the aggregate principal amount of One Hundred Eight Million Dollars ($108,000,000), and any liens contemplated by or permitted under the Lender Consent Agreement; or

(d) violate any applicable statute, law, rule, regulation, judgment, injunction, order, writ, or decree of any governmental authority of the State of New York, the State of Delaware, or the United States of America applicable to Seller or any of its properties or assets, in each case as currently in effect on the date hereof.

3.5 Governmental Approvals

No consent, approval, authorization, order, license, permit, registration, qualification, or filing with or from any governmental authority or regulatory body of the State of New York, the State of Delaware, or the United States of America is required on the part of Seller in connection with the execution, delivery, or performance of the PPA or the consummation of the transactions contemplated thereby, except:

(a) such consents, approvals, authorizations, orders, registrations, qualifications, and filings as have been obtained or made prior to the date hereof and remain in full force and effect, including without limitation Pecos County Conditional Use Permit No. CUP-2025-012, issued by Pecos County, Texas, and the Large Generation Interconnection Agreement entered into with the Electric Reliability Council of Texas, Inc. ("ERCOT"), Queue Position ERCOT-GI-2024-0437; and

(b) such filings, notices, or registrations as may be required under applicable federal or state securities laws or regulations in connection with customary post-closing notifications and that are not required to be obtained or made prior to execution and delivery of the PPA.

4. Qualifications and Limitations

The opinions expressed in Section 3 above are subject to the following qualifications and limitations:

4.1 Bankruptcy and Insolvency Qualification

The opinion expressed in Section 3.3 above with respect to the enforceability of the PPA is subject to and limited by the effect of (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fraudulent transfer, preference, and other similar laws relating to or affecting the enforcement of creditors' rights generally, as now or hereafter in effect, including without limitation Title 11 of the United States Code (the United States Bankruptcy Code), as amended, and (b) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity), including without limitation principles of commercial reasonableness, good faith, fair dealing, unconscionability, impracticability, impossibility of performance, and the discretion of the court before which any action or proceeding may be brought with respect to the availability and scope of equitable remedies.

4.2 Equitable Remedies Qualification

The enforceability of provisions of the PPA relating to the availability of specific performance, injunctive relief, or other equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought, and we express no opinion as to the availability of any particular equitable remedy in any particular circumstance. We note that the PPA provides that venue for injunctive relief shall be the Supreme Court of the State of New York, County of New York, or, where federal subject-matter jurisdiction exists, the United States District Court for the Southern District of New York.

4.3 Limitations on Certain Provisions

We express no opinion as to the enforceability of:

(a) indemnification or contribution provisions of the PPA to the extent such provisions may be held unenforceable as contrary to public policy or as limited by applicable federal or state law, including without limitation provisions that purport to indemnify a party against losses arising from its own negligence, willful misconduct, or violation of law;

(b) provisions of the PPA purporting to establish evidentiary standards, presumptions, or burdens of proof that may be contrary to applicable rules of evidence or civil procedure;

(c) provisions of the PPA that constitute waivers of the right to trial by jury, to the extent that such waivers may not be permitted or enforceable under applicable law or may be subject to revocation;

(d) provisions of the PPA relating to liquidated damages, including without limitation the availability of liquidated damages calculated pursuant to the applicable provisions of the PPA, to the extent a court of competent jurisdiction may determine that such provisions constitute a penalty rather than a reasonable pre-estimate of actual damages likely to result from a breach, or are otherwise unenforceable under applicable law;

(e) provisions of the PPA relating to choice of forum, submission to jurisdiction, or consent to jurisdiction, to the extent such provisions purport to confer exclusive jurisdiction upon a particular court or courts, or to the extent that a court may decline to enforce such provisions under applicable principles of forum non conveniens or in light of the interests of justice; and

(f) provisions of the PPA relating to the waiver or release of defenses, counterclaims, rights of set-off, or other rights that cannot be waived, released, or limited as a matter of applicable law or public policy.

4.4 Choice of Law Qualification

The opinion that the PPA is governed by the laws of the State of New York is subject to the qualification that a court of competent jurisdiction may decline to apply the laws of the State of New York if such court determines that the State of New York does not bear a reasonable relationship to the PPA or the transactions contemplated thereby, or if the application of New York law would be contrary to a fundamental policy of a jurisdiction having a materially greater interest in the determination of the particular issue in question. We note for reference that the dispute resolution mechanism set forth in the PPA provides for binding arbitration administered by the American Arbitration Association ("AAA") in New York, New York, conducted under the AAA Commercial Arbitration Rules then in effect, before a panel of three (3) arbitrators selected in accordance with such rules.

4.5 Limitation to Specified Laws

This opinion is limited solely to the laws of the State of New York, the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), the Delaware General Corporation Law (8 Del. C. § 101 et seq.), and applicable federal law of the United States of America, in each case as currently in effect on the date hereof. We do not express, and this opinion should not be read to express, any opinion with respect to the laws of any other jurisdiction, including without limitation the laws of the State of Texas, which laws may be applicable to certain aspects of the Project, including real property matters, permitting, zoning, environmental compliance, tax abatement agreements, and the ground lease between Seller and Redrock Mesa Ranch LP, or any other jurisdiction in which Seller, CBR, or Buyer may be organized, qualified to do business, or subject to regulatory oversight. We do not express any opinion with respect to local ordinances, municipal codes, or the rules, regulations, or orders of any state or local governmental agency or authority except to the extent expressly addressed herein.

4.6 No Opinion on Tax Matters

No opinion is expressed herein regarding any federal, state, or local tax consequences arising from, related to, or in connection with the PPA, the Saguaro Flats Solar Project, or any of the transactions contemplated by the PPA. Without limiting the generality of the foregoing, we express no opinion as to the eligibility for, qualification for, availability of, or entitlement to the Investment Tax Credit under Section 48 of the Internal Revenue Code of 1986, as amended (the "IRC"), the Production Tax Credit under Section 45 of the IRC, any transferability or direct pay election under Sections 6417 or 6418 of the IRC, or any other federal, state, or local tax credit, deduction, exemption, incentive, abatement, or other tax benefit that may be associated with the Project or the PPA.

4.7 No Opinion on Regulatory Compliance

No opinion is expressed herein as to Seller's compliance with the protocols, rules, guides, procedures, or operating standards of the Electric Reliability Council of Texas, Inc. ("ERCOT"), the regulations, orders, or directives of the Public Utility Commission of Texas, the requirements of the Texas Commission on Environmental Quality ("TCEQ"), the regulations of the Federal Energy Regulatory Commission ("FERC"), or any other regulatory matters or requirements outside the scope of the laws expressly specified in Section 4.5 above. This opinion does not address compliance with any applicable environmental, health, safety, land use, or real property laws, regulations, or ordinances.

5. Reliance and Use

This opinion is delivered solely for the benefit of Meridian DataCore Solutions Inc. and its successors and permitted assigns under the PPA, solely in connection with the execution and delivery of the PPA and the consummation of the transactions contemplated thereby. This opinion speaks only as of the date hereof.

This opinion may also be relied upon by Tralvendo National Bank, N.A., in its capacity as Administrative Agent under the senior secured construction-to-term loan facility in favor of Seller in the aggregate principal amount of One Hundred Eight Million Dollars ($108,000,000), and by each of the syndicate lenders thereunder, namely Osprey Commercial Lending Corp., Grandview Savings Bank, FSB, and Blue Prairie Capital Markets LLC, and by their respective counsel, Whitfield Stroval & Cade LLP, in each case solely to the extent and in the manner provided in the Lender Consent Agreement.

Except as expressly set forth in the preceding paragraph, this opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. No person or entity other than the addressee and the persons expressly identified in this Section 5 as permitted to rely hereon shall be entitled to rely on or derive any benefit from this opinion, and we assume no duty or obligation to any such other person or entity.

This opinion is rendered as of the date hereof, and we assume no obligation to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in applicable law (whether by legislative action, judicial decision, regulatory action, or otherwise) that may hereafter occur, even if such changes would affect the opinions expressed herein. This opinion is not to be construed as a guarantee of a particular result in any proceeding.

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SIGNATURE PAGE TO BRING-DOWN LEGAL OPINION CALDERWOOD & HARKNESS LLP

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Patricia Dunmore

Title: Partner

Energy & Infrastructure Practice Group 1100 Louisiana Street, Suite 4500 Houston, Texas 77002 Telephone: (713) 555-8200

Email: pdunmore@calderwoodharkness.com

cc:

Rachel Muñoz, General Counsel Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, Texas 77002

Evelyn Crumveth Hargrove & Linden LLP 300 Congress Avenue, Suite 2200 Austin, Texas 78701

Philip Thornton Whitfield Stroval & Cade LLP 51 West 52nd Street, 30th Floor New York, New York 10019

Diane Roessler Tralvendo National Bank, N.A. 600 Main Street, Suite 3000 Dallas, Texas 75202

CONFIDENTIAL — This opinion letter and the information contained herein are privileged and confidential and are intended solely for the use of the addressee and such other persons expressly identified herein as permitted to rely on this opinion. Any unauthorized review, use, disclosure, copying, or distribution of this opinion letter or the information contained herein is strictly prohibited.

CALDERWOOD & HARKNESS LLP Attorneys at Law
1100 Louisiana Street, Suite 4500 Houston, Texas 77002
Telephone: (713) 555-8200 Facsimile: (713) 555-8201 www.calderwoodharkness.com
Matter No.: 1015-00002
\\\\\\\\\\\\, 2025
Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746
Attention: Victor Langford, Deputy General Counsel
Re: Legal Opinion — Power Purchase Agreement dated as of \_\_\_\_\_\_\_\_\_\_\_\_, 2025 (the "PPA") between Saguaro Flats Solar LLC ("Seller") and Meridian DataCore Solutions Inc. ("Buyer") for the Saguaro Flats Solar Project
Ladies and Gentlemen:
We have acted as counsel to Calloway-Briggs Renewables Inc., a Delaware corporation ("CBR"), and its wholly-owned subsidiary, Saguaro Flats Solar LLC, a Delaware limited liability company ("Seller"), in connection with the negotiation, execution, and delivery of that certain Power Purchase Agreement dated as of \\\\\\\\\\\\, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "PPA"), by and between Seller and Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PPA.
The PPA concerns the purchase and sale of energy generated by the Saguaro Flats Solar Project (the "Project"), a 150 MWac (195 MWdc) ground-mounted single-axis tracking solar photovoltaic generating facility to be located on approximately 1,400 acres in Pecos County, Texas. The PPA is structured as a virtual (financial) power purchase agreement, constituting a contract for differences settling against the ERCOT West Hub locational marginal pricing node. The PPA has a term of twenty (20) years commencing on the Commercial Operation Date (currently expected to occur on or about April 1, 2027) and expiring on March 31, 2047, with an aggregate nominal contract value of approximately One Hundred Forty Million Dollars ($140,000,000).
This opinion is delivered pursuant to Section \\\\\_ of the PPA as a condition precedent to the execution and delivery of the PPA by the parties thereto, and is governed by the laws of the State of New York. This opinion is being furnished to Buyer in accordance with and in satisfaction of the requirements set forth in the PPA.
1. Documents and Records Examined
In rendering the opinions expressed herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, records, and instruments:
1.1. The PPA, including all exhibits and schedules thereto (Exhibits A through F), together with all amendments, supplements, and side letters, if any, entered into in connection therewith as of the date hereof.
1.2. The Limited Liability Company Agreement of Saguaro Flats Solar LLC, as amended, restated, supplemented, or otherwise modified to date (the "LLC Agreement").
1.3. The Certificate of Formation of Saguaro Flats Solar LLC, as filed with the Secretary of State of the State of Delaware on the date of its original formation, together with all amendments thereto filed through the date hereof (the "Certificate of Formation").
1.4. The Certificate of Incorporation of Calloway-Briggs Renewables Inc., as filed with the Secretary of State of the State of Delaware on the date of its original incorporation, together with all amendments thereto filed through the date hereof (the "Certificate of Incorporation").
1.5. The Bylaws of Calloway-Briggs Renewables Inc., as amended, restated, supplemented, or otherwise modified to date (the "CBR Bylaws").
1.6. The resolutions of the Manager of Saguaro Flats Solar LLC, adopted by Calloway-Briggs Renewables Inc. in its capacity as sole Manager of Saguaro Flats Solar LLC, authorizing the execution, delivery, and performance of the PPA and the consummation of the transactions contemplated thereby (the "Authorizing Resolutions").
1.7. A Certificate of Good Standing of Saguaro Flats Solar LLC, issued by the Secretary of State of the State of Delaware, dated \\\\\\\\\\\\, 2025.
1.8. A Certificate of Good Standing of Calloway-Briggs Renewables Inc., issued by the Secretary of State of the State of Delaware, dated \\\\\\\\\\\\, 2025.
1.9. An Officer's Certificate of Saguaro Flats Solar LLC, dated \\\\\\\\\\\\, 2025, executed by a duly authorized officer of Seller (the "Officer's Certificate").
1.10. A Secretary's/Manager's Certificate and Incumbency Certificate of Saguaro Flats Solar LLC, dated \\\\\\\\\\\\, 2025, executed by a duly authorized representative of Calloway-Briggs Renewables Inc. as sole Manager of Seller (the "Secretary's Certificate").
1.11. The Lender Consent and Agreement, dated as of \\\\\\\\\\\\, 2025, among Seller, Buyer, and Tralvendo National Bank, N.A., as Administrative Agent for the lenders party thereto (the "Lender Consent Agreement").
1.12. The Form of Irrevocable Standby Letter of Credit attached as Exhibit D to the PPA, to be issued by Tralvendo National Bank, N.A. in favor of Buyer in the initial stated amount of Seven Million Dollars ($7,000,000).
1.13. The Form of Guaranty attached as Exhibit C to the PPA, to be delivered by Meridian DataCore Solutions Inc. in connection with Buyer's obligations under the PPA.
1.14. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein.
We note for the record that the registered agent of Saguaro Flats Solar LLC in the State of Delaware is Capitol Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The federal employer identification number of Saguaro Flats Solar LLC is 93-1284506.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, or photostatic copies, and the authenticity of the originals of such copies. We have also relied, without independent investigation, upon certificates of public officials and of officers and representatives of Seller and CBR as to certain matters of fact relevant to the opinions rendered herein.
2. Assumptions
In rendering the opinions set forth in Section 3 below, we have assumed, without independent investigation or verification, the following:
2.1. The genuineness of all signatures on all documents examined by us (other than the signatures of officers, managers, or authorized representatives of Seller on the PPA and related documents).
2.2. The authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified, conformed, facsimile, electronic, or photostatic copies, and the authenticity of the originals of such copies.
2.3. The legal capacity of all natural persons who have executed any of the documents referenced herein or otherwise relevant to the opinions set forth below.
2.4. That Buyer, Meridian DataCore Solutions Inc., is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full corporate power and authority to execute, deliver, and perform its obligations under the PPA and each other agreement, document, and instrument to which Buyer is a party or by which Buyer is bound in connection with the transactions contemplated by the PPA.
2.5. That the PPA has been duly authorized by all necessary corporate action on the part of Buyer, including without limitation all requisite actions by Buyer's board of directors or other governing body, and has been duly executed and delivered by Buyer by persons authorized to do so on Buyer's behalf.
2.6. That the PPA constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and subject to general principles of equity.
2.7. That the execution and delivery of the PPA by Buyer does not and will not violate, conflict with, or result in a breach of any provision of Buyer's certificate of incorporation, bylaws, or other organizational documents, any agreement, indenture, or instrument to which Buyer is a party or by which Buyer or any of its properties or assets is bound, or any applicable law, rule, regulation, judgment, order, or decree of any governmental authority.
2.8. That all factual matters, representations, warranties, and statements set forth in the Officer's Certificate and the Secretary's Certificate delivered by or on behalf of Seller and CBR are true, correct, and complete in all material respects as of the date hereof, and that no material changes have occurred with respect to the factual matters described therein since the dates of such certificates.
2.9. That all conditions precedent to the execution and delivery of the PPA (other than those that are the subject of specific opinions set forth in Section 3 below) have been duly satisfied or validly waived by the appropriate parties in accordance with the terms of the PPA.
2.10. That the Authorizing Resolutions adopted by Calloway-Briggs Renewables Inc. in its capacity as sole Manager of Saguaro Flats Solar LLC have not been amended, modified, supplemented, revoked, or rescinded since their adoption, and remain in full force and effect as of the date hereof.
2.11. That each party to the PPA will act in good faith and in accordance with principles of fair dealing in the performance and enforcement of its respective obligations under the PPA, and that no party will engage in conduct that would render any provision of the PPA unenforceable.
3. Opinions
Based upon the foregoing and subject to the assumptions set forth in Section 2, the qualifications and limitations set forth in Section 4, and the other matters described herein, we are of the opinion that:
3.1 Due Organization and Good Standing
Saguaro Flats Solar LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Saguaro Flats Solar LLC has full limited liability company power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, including without limitation the ownership, development, construction, and operation of the Saguaro Flats Solar Project, a 150 MWac (195 MWdc) ground-mounted single-axis tracking solar photovoltaic generating facility located on approximately 1,400 acres in Pecos County, Texas. Calloway-Briggs Renewables Inc. serves as the sole Manager of Saguaro Flats Solar LLC in accordance with the LLC Agreement and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).
3.2 Due Authorization, Execution, and Delivery
The execution, delivery, and performance by Seller of the PPA and the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company action on the part of Seller. Such authorization includes the adoption of the Authorizing Resolutions by Calloway-Briggs Renewables Inc. in its capacity as sole Manager of Saguaro Flats Solar LLC, in accordance with the LLC Agreement and the Delaware Limited Liability Company Act. The PPA has been duly executed and delivered by Seller by persons duly authorized to act on behalf of Seller. No further limited liability company action, consent, approval, or authorization on the part of Seller, its Manager, or its members is required in connection with the execution, delivery, or performance of the PPA or the consummation of the transactions contemplated thereby.
3.3 Enforceability.  The PPA constitutes a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. The foregoing opinion as to enforceability is subject to the qualifications and limitations set forth in Section 4 below. We note that the PPA is governed by and to be construed in accordance with the laws of the State of New York, and this opinion as to enforceability is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware (8 Del. C. § 101 et seq.), the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), and applicable federal law of the United States of America, in each case as currently in effect on the date hereof.
3.4 No Conflicts
The execution, delivery, and performance by Seller of the PPA, and the consummation of the transactions contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Certificate of Formation or the Limited Liability Company Agreement of Saguaro Flats Solar LLC;
(b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, or acceleration of any obligation under, any material agreement, indenture, mortgage, deed of trust, credit agreement, note, bond, license, permit, or other instrument to which Seller is a party or by which Seller or any of its properties or assets is bound, to the extent such agreements have been identified to us by Seller in the Officer's Certificate or otherwise disclosed to us in writing;
(c) result in the creation or imposition of any lien, security interest, charge, pledge, mortgage, or encumbrance of any kind upon any property or assets of Seller, other than liens in favor of Tralvendo National Bank, N.A., as Administrative Agent for the lenders under the senior secured construction-to-term loan facility in the aggregate principal amount of One Hundred Eight Million Dollars ($108,000,000), and any liens contemplated by or permitted under the Lender Consent Agreement; or
(d) violate any applicable statute, law, rule, regulation, judgment, injunction, order, writ, or decree of any governmental authority of the State of New York, the State of Delaware, or the United States of America applicable to Seller or any of its properties or assets, in each case as currently in effect on the date hereof.
3.5 Governmental Approvals
No consent, approval, authorization, order, license, permit, registration, qualification, or filing with or from any governmental authority or regulatory body of the State of New York, the State of Delaware, or the United States of America is required on the part of Seller in connection with the execution, delivery, or performance of the PPA or the consummation of the transactions contemplated thereby, except:
(a) such consents, approvals, authorizations, orders, registrations, qualifications, and filings as have been obtained or made prior to the date hereof and remain in full force and effect, including without limitation Pecos County Conditional Use Permit No. CUP-2025-012, issued by Pecos County, Texas, and the Large Generation Interconnection Agreement entered into with the Electric Reliability Council of Texas, Inc. ("ERCOT"), Queue Position ERCOT-GI-2024-0437; and
(b) such filings, notices, or registrations as may be required under applicable federal or state securities laws or regulations in connection with customary post-closing notifications and that are not required to be obtained or made prior to execution and delivery of the PPA.
4. Qualifications and Limitations
The opinions expressed in Section 3 above are subject to the following qualifications and limitations:
4.1 Bankruptcy and Insolvency Qualification
The opinion expressed in Section 3.3 above with respect to the enforceability of the PPA is subject to and limited by the effect of (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fraudulent transfer, preference, and other similar laws relating to or affecting the enforcement of creditors' rights generally, as now or hereafter in effect, including without limitation Title 11 of the United States Code (the United States Bankruptcy Code), as amended, and (b) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity), including without limitation principles of commercial reasonableness, good faith, fair dealing, unconscionability, impracticability, impossibility of performance, and the discretion of the court before which any action or proceeding may be brought with respect to the availability and scope of equitable remedies.
4.2 Equitable Remedies Qualification
The enforceability of provisions of the PPA relating to the availability of specific performance, injunctive relief, or other equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought, and we express no opinion as to the availability of any particular equitable remedy in any particular circumstance. We note that the PPA provides that venue for injunctive relief shall be the Supreme Court of the State of New York, County of New York, or, where federal subject-matter jurisdiction exists, the United States District Court for the Southern District of New York.
4.3 Limitations on Certain Provisions
We express no opinion as to the enforceability of:
(a) indemnification or contribution provisions of the PPA to the extent such provisions may be held unenforceable as contrary to public policy or as limited by applicable federal or state law, including without limitation provisions that purport to indemnify a party against losses arising from its own negligence, willful misconduct, or violation of law;
(b) provisions of the PPA purporting to establish evidentiary standards, presumptions, or burdens of proof that may be contrary to applicable rules of evidence or civil procedure;
(c) provisions of the PPA that constitute waivers of the right to trial by jury, to the extent that such waivers may not be permitted or enforceable under applicable law or may be subject to revocation;
(d) provisions of the PPA relating to liquidated damages, including without limitation the availability of liquidated damages calculated pursuant to the applicable provisions of the PPA, to the extent a court of competent jurisdiction may determine that such provisions constitute a penalty rather than a reasonable pre-estimate of actual damages likely to result from a breach, or are otherwise unenforceable under applicable law;
(e) provisions of the PPA relating to choice of forum, submission to jurisdiction, or consent to jurisdiction, to the extent such provisions purport to confer exclusive jurisdiction upon a particular court or courts, or to the extent that a court may decline to enforce such provisions under applicable principles of forum non conveniens or in light of the interests of justice; and
(f) provisions of the PPA relating to the waiver or release of defenses, counterclaims, rights of set-off, or other rights that cannot be waived, released, or limited as a matter of applicable law or public policy.
4.4 Choice of Law Qualification
The opinion that the PPA is governed by the laws of the State of New York is subject to the qualification that a court of competent jurisdiction may decline to apply the laws of the State of New York if such court determines that the State of New York does not bear a reasonable relationship to the PPA or the transactions contemplated thereby, or if the application of New York law would be contrary to a fundamental policy of a jurisdiction having a materially greater interest in the determination of the particular issue in question. We note for reference that the dispute resolution mechanism set forth in the PPA provides for binding arbitration administered by the American Arbitration Association ("AAA") in New York, New York, conducted under the AAA Commercial Arbitration Rules then in effect, before a panel of three (3) arbitrators selected in accordance with such rules.
4.5 Limitation to Specified Laws
This opinion is limited solely to the laws of the State of New York, the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), the Delaware General Corporation Law (8 Del. C. § 101 et seq.), and applicable federal law of the United States of America, in each case as currently in effect on the date hereof. We do not express, and this opinion should not be read to express, any opinion with respect to the laws of any other jurisdiction, including without limitation the laws of the State of Texas, which laws may be applicable to certain aspects of the Project, including real property matters, permitting, zoning, environmental compliance, tax abatement agreements, and the ground lease between Seller and Redrock Mesa Ranch LP, or any other jurisdiction in which Seller, CBR, or Buyer may be organized, qualified to do business, or subject to regulatory oversight. We do not express any opinion with respect to local ordinances, municipal codes, or the rules, regulations, or orders of any state or local governmental agency or authority except to the extent expressly addressed herein.
4.6 No Opinion on Tax Matters
No opinion is expressed herein regarding any federal, state, or local tax consequences arising from, related to, or in connection with the PPA, the Saguaro Flats Solar Project, or any of the transactions contemplated by the PPA. Without limiting the generality of the foregoing, we express no opinion as to the eligibility for, qualification for, availability of, or entitlement to the Investment Tax Credit under Section 48 of the Internal Revenue Code of 1986, as amended (the "IRC"), the Production Tax Credit under Section 45 of the IRC, any transferability or direct pay election under Sections 6417 or 6418 of the IRC, or any other federal, state, or local tax credit, deduction, exemption, incentive, abatement, or other tax benefit that may be associated with the Project or the PPA.
4.7 No Opinion on Regulatory Compliance
No opinion is expressed herein as to Seller's compliance with the protocols, rules, guides, procedures, or operating standards of the Electric Reliability Council of Texas, Inc. ("ERCOT"), the regulations, orders, or directives of the Public Utility Commission of Texas, the requirements of the Texas Commission on Environmental Quality ("TCEQ"), the regulations of the Federal Energy Regulatory Commission ("FERC"), or any other regulatory matters or requirements outside the scope of the laws expressly specified in Section 4.5 above. This opinion does not address compliance with any applicable environmental, health, safety, land use, or real property laws, regulations, or ordinances.
5. Reliance and Use
This opinion is delivered solely for the benefit of Meridian DataCore Solutions Inc. and its successors and permitted assigns under the PPA, solely in connection with the execution and delivery of the PPA and the consummation of the transactions contemplated thereby. This opinion speaks only as of the date hereof.
This opinion may also be relied upon by Tralvendo National Bank, N.A., in its capacity as Administrative Agent under the senior secured construction-to-term loan facility in favor of Seller in the aggregate principal amount of One Hundred Eight Million Dollars ($108,000,000), and by each of the syndicate lenders thereunder, namely Osprey Commercial Lending Corp., Grandview Savings Bank, FSB, and Blue Prairie Capital Markets LLC, and by their respective counsel, Whitfield Stroval & Cade LLP, in each case solely to the extent and in the manner provided in the Lender Consent Agreement.
Except as expressly set forth in the preceding paragraph, this opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. No person or entity other than the addressee and the persons expressly identified in this Section 5 as permitted to rely hereon shall be entitled to rely on or derive any benefit from this opinion, and we assume no duty or obligation to any such other person or entity.
This opinion is rendered as of the date hereof, and we assume no obligation to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in applicable law (whether by legislative action, judicial decision, regulatory action, or otherwise) that may hereafter occur, even if such changes would affect the opinions expressed herein. This opinion is not to be construed as a guarantee of a particular result in any proceeding.
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Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Patricia Dunmore
Title: Partner
Energy & Infrastructure Practice Group 1100 Louisiana Street, Suite 4500 Houston, Texas 77002 Telephone: (713) 555-8200
Email: pdunmore@calderwoodharkness.com
cc:
Rachel Muñoz, General Counsel Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, Texas 77002
Evelyn Crumveth Hargrove & Linden LLP 300 Congress Avenue, Suite 2200 Austin, Texas 78701
Philip Thornton Whitfield Stroval & Cade LLP 51 West 52nd Street, 30th Floor New York, New York 10019
Diane Roessler Tralvendo National Bank, N.A. 600 Main Street, Suite 3000 Dallas, Texas 75202
CONFIDENTIAL — This opinion letter and the information contained herein are privileged and confidential and are intended solely for the use of the addressee and such other persons expressly identified herein as permitted to rely on this opinion. Any unauthorized review, use, disclosure, copying, or distribution of this opinion letter or the information contained herein is strictly prohibited.

CALDERWOOD & HARKNESS LLP Attorneys at Law

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