1015-00004 · Calloway-Briggs Renewables Inc · Closing

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP 1000 Louisiana Street, Suite 5500 Houston, Texas 77002

Telephone: (713) 555-8200 Facsimile: (713) 555-8201

February 20, 2024

Lumen Ridge Infrastructure Partners LLC 301 Tresser Boulevard, Suite 1400 Stamford, Connecticut 06901

Attention: Nathaniel Forsythe, Managing Partner

Amanda Prescott, General Counsel & Chief Compliance Officer

Re: Formation of Solstice Plateau Energy Holdings LLC — Joint Venture between Calloway-Briggs Renewables Inc. and Lumen Ridge Infrastructure Partners LLC

C&H Matter Number: 48172.001

Ladies and Gentlemen:

I. Introduction

We have acted as counsel to Calloway-Briggs Renewables Inc., a Texas corporation ("CBR"), in connection with the formation of a joint venture with Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge"), through Solstice Plateau Energy Holdings LLC, a Delaware limited liability company (the "Company" or the "JV"), pursuant to that certain Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC dated as of December 4, 2023 (the "LLC Agreement"), by and between CBR and Lumen Ridge.

This opinion letter (this "Opinion") is delivered to Lumen Ridge pursuant to Section 8.2(d) of the LLC Agreement, which requires that, as a condition to the closing of the transactions contemplated thereunder, CBR shall cause its counsel to deliver to Lumen Ridge a legal opinion in form and substance reasonably satisfactory to Lumen Ridge and its counsel. This Opinion is rendered as of the Closing Date, February 20, 2024 (the "Closing Date"), and is delivered for the sole benefit of Lumen Ridge as the counterparty and fellow member of the JV. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the LLC Agreement.

II. Documents Examined; Transaction Documents

In connection with the preparation and delivery of this Opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of each of the following documents (collectively, the "Transaction Documents"):

1. Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023, by and between CBR and Lumen Ridge (the "LLC Agreement");

2. Contribution Agreement, dated as of December 4, 2023, by and between CBR and Solstice Plateau Energy Holdings LLC (the "Contribution Agreement"), governing the contribution by CBR of an eight-project utility-scale solar development portfolio with an aggregate capacity of approximately 1,200 megawatts direct current ("MW DC") and an agreed valuation of $90,000,000 (the "Project Portfolio"), together with associated development rights, permits, interconnection agreements, land rights, and related assets, to the Company;

3. Development and Construction Management Agreement, dated as of December 4, 2023, by and between Solstice Plateau Energy Holdings LLC, as owner, and CBR, as development and construction manager (the "Management Agreement"), pursuant to which CBR will serve as the development and construction manager for the projects comprising the Project Portfolio through commercial operation;

4. Tax Protection Agreement, dated as of December 4, 2023, by and between Solstice Plateau Energy Holdings LLC and CBR (the "Tax Protection Agreement"), setting forth certain tax protection obligations of the Company with respect to the contributed assets;

5. Escrow Agreement, dated as of December 4, 2023, among CBR, Lumen Ridge, and Continental Fiduciary Trust Company, a national banking association, as escrow agent (the "Escrow Agreement"), establishing an escrow account bearing reference number CFT-2024-00847 for the deposit and disbursement of certain portions of the initial capital contributions in accordance with the terms and conditions set forth therein; and

6. Certificate of Formation of Solstice Plateau Energy Holdings LLC, as filed with the Secretary of State of the State of Delaware on February 19, 2024 (Delaware Secretary of State File Number 7849312).

In addition to the Transaction Documents, we have examined and relied upon the following documents, instruments, certificates, and records:

• The Certificate of Incorporation of CBR, as amended through the date hereof, as on file with the Secretary of State of the State of Texas (Texas Secretary of State File Number 0801647392);

• The Bylaws of CBR, as amended through the date hereof, as certified by the Secretary of CBR;

• Resolutions of the Board of Directors of CBR adopted at a special meeting held on November 15, 2023, and at a subsequent meeting held on January 29, 2024, authorizing the execution, delivery, and performance by CBR of each of the Transaction Documents and the consummation of the transactions contemplated thereby (the "Board Resolutions");

• A Certificate of Good Standing of CBR issued by the Secretary of State of the State of Texas, dated February 12, 2024 (Texas Secretary of State File Number 0801647392);

• The written consent of Cascadia Growth Equity Fund III, L.P., a Delaware limited partnership ("Cascadia"), the holder of approximately 22% of the outstanding equity interests in CBR, dated November 20, 2023 (the "Cascadia Consent"), consenting to the formation of the JV and the entry by CBR into the Transaction Documents, as required under Section 6.4(b) of that certain Stockholders' Agreement of Calloway-Briggs Renewables Inc., dated as of March 15, 2019, as amended (the "CBR Stockholders' Agreement"), for material transactions involving consideration in excess of $50,000,000 or the disposition of assets constituting more than 15% of CBR's total asset base;

• The Commitment Letter from Trident National Bank, N.A., dated January 22, 2024 (reference number TNB-EIF-2024-0193), addressed to Solstice Plateau Energy Holdings LLC, setting forth the terms and conditions of a project-level senior secured credit facility in an aggregate principal amount of up to $480,000,000 (the "Commitment Letter"), to be utilized for the development and construction of the projects comprising the Project Portfolio;

• Evidence of the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") notification filed on October 18, 2023 (HSR Transaction Number 20231018-CBR-LRI), and confirmation of the early termination of the statutory waiting period granted by the Federal Trade Commission and the Antitrust Division of the United States Department of Justice on November 8, 2023;

• An Officer's Certificate of CBR dated February 20, 2024, executed by Margaret Calloway, Co-Founder, Chairwoman & Chief Executive Officer of CBR, certifying as to certain factual matters relevant to this Opinion, including the accuracy of representations made in the Transaction Documents and the absence of any material adverse change in the condition of CBR or the Project Portfolio since the date of the LLC Agreement;

• A Secretary's Certificate of CBR dated February 20, 2024, certifying as to the incumbency and authority of the officers executing the Transaction Documents on behalf of CBR, the adoption and continuing effectiveness of the Board Resolutions, and the current and complete nature of the Certificate of Incorporation and Bylaws of CBR attached thereto; and

• Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for the purpose of rendering this Opinion, including a review of applicable provisions of the Texas Business Organizations Code, the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code), and certain federal statutes and regulations referenced herein.

III. Assumptions

In rendering the opinions set forth in Section IV below, we have, with your consent and without independent investigation or verification, assumed the following:

(a) The genuineness of all signatures appearing on each document examined by us, other than the signatures of officers, directors, and authorized representatives of CBR;

(b) The authenticity and completeness of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as copies (whether certified, conformed, photostatic, electronic, or otherwise);

(c) The accuracy and completeness of all certificates, representations, and statements of public officials and governmental authorities, and of all public records reviewed by us, including without limitation the Certificate of Good Standing issued by the Texas Secretary of State dated February 12, 2024, and the records of the Delaware Secretary of State reflecting the filing of the Certificate of Formation of the Company;

(d) That each party to the Transaction Documents other than CBR — including without limitation Lumen Ridge and Continental Fiduciary Trust Company — has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization, has all requisite power and authority (corporate, limited liability company, or otherwise) to enter into, execute, deliver, and perform its obligations under the Transaction Documents to which it is a party, and has duly authorized, executed, and delivered each such Transaction Document;

(e) That the Transaction Documents constitute legal, valid, and binding obligations of each party thereto other than CBR, enforceable against such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, and equitable principles;

(f) The legal capacity and authority of all natural persons who executed documents reviewed by us in connection with this Opinion, including but not limited to the authority of Nathaniel Forsythe and Amanda Prescott to act on behalf of Lumen Ridge and the authority of Owen Charbonneau to execute the Cascadia Consent on behalf of Cascadia Growth Equity Fund III, L.P.;

(g) The absence of fraud, duress, mistake, or undue influence in connection with the negotiation, execution, and delivery of the Transaction Documents by any party thereto;

(h) That the Certificate of Formation of the Company was duly filed with and accepted for filing by the Secretary of State of the State of Delaware, as confirmed by Delaware Secretary of State File Number 7849312, and that such filing became effective on February 19, 2024, in accordance with the Delaware Limited Liability Company Act;

(i) That the registered agent of the Company, Peachtree Corporate Services, Inc., located at 1209 Orange Street, Suite 300, Wilmington, Delaware 19801, has accepted and continues to accept its appointment as registered agent of the Company in the State of Delaware, and that such registered agent maintains a registered office at such address in accordance with the requirements of Section 18-104 of the Delaware Limited Liability Company Act;

(j) That the factual matters set forth in the Officer's Certificate and the Secretary's Certificate, each dated February 20, 2024, are true, correct, and complete as of the date hereof; and

(k) That, to the extent relevant to the opinions set forth herein, the conduct of the parties in performing their respective obligations under the Transaction Documents will be in accordance with applicable law and the terms of the Transaction Documents.

IV. Opinions

Based upon the foregoing, and subject to the assumptions set forth in Section III above and the qualifications and limitations set forth in Section V below, we are of the opinion that:

(a) Due Organization and Good Standing of CBR

CBR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas. In rendering this opinion, we have relied upon the Certificate of Good Standing issued by the Secretary of State of the State of Texas, dated February 12, 2024, with respect to CBR (Texas Secretary of State File Number 0801647392). CBR was originally incorporated in the State of Texas in 2011 and has been continuously in existence under the laws of such state since the date of its incorporation. Based upon certificates of officers of CBR and such other inquiries as we have deemed appropriate, CBR is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it requires such qualification, including the States of Texas, New Mexico, Arizona, and Nevada, which are the states in which CBR's solar development portfolio of approximately 3.8 gigawatts ("GW") of projects (inclusive of the Project Portfolio) are located or under active development. We express no opinion as to the qualification or good standing of CBR in any jurisdiction other than those specifically identified in this paragraph.

(b) Corporate Power and Authority

CBR has the corporate power and authority under its Certificate of Incorporation, its Bylaws, and the Texas Business Organizations Code to:

(i) enter into, execute, deliver, and perform each of the Transaction Documents to which CBR is a party, including the LLC Agreement, the Contribution Agreement, the Management Agreement, the Tax Protection Agreement, and the Escrow Agreement;

(ii) consummate the transactions contemplated by the Transaction Documents, including without limitation: (A) the formation of the Company as a 50/50 joint venture between CBR and Lumen Ridge through Solstice Plateau Energy Holdings LLC; (B) the making by CBR of its initial capital contributions to the Company, consisting of (1) $60,000,000 in cash and (2) the contribution of the Project Portfolio — comprising eight utility-scale solar development projects with an aggregate capacity of approximately 1,200 MW DC and an agreed valuation of $90,000,000, as more particularly described in the Contribution Agreement — for a total initial capital contribution by CBR with an aggregate value of $150,000,000; and (C) the performance by CBR of its obligations as development and construction manager under the Management Agreement, including the oversight of engineering, procurement, and construction activities with respect to the projects comprising the Project Portfolio; and

(iii) own, hold, and exercise all rights and obligations attendant to CBR's 50% membership interest in the Company as contemplated by the LLC Agreement.

The execution, delivery, and performance by CBR of each of the Transaction Documents to which it is a party, and the consummation by CBR of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of CBR. Such authorization includes:

(i) Board Approval. The Board of Directors of CBR duly adopted resolutions at a special meeting held on November 15, 2023, and at a subsequent special meeting held on January 29, 2024, approving the Transaction Documents and the transactions contemplated thereby and authorizing certain officers of CBR to execute and deliver the Transaction Documents on behalf of CBR. The adoption of such Board Resolutions has been certified in the Secretary's Certificate of CBR dated February 20, 2024, and we have confirmed that such Board Resolutions remain in full force and effect and have not been amended, modified, rescinded, or revoked as of the date hereof.

(ii) Cascadia Consent. The written consent of Cascadia Growth Equity Fund III, L.P. ("Cascadia"), executed by Owen Charbonneau in his capacity as Managing Director of Cascadia Growth Partners LLC, the general partner of Cascadia, was obtained on November 20, 2023. Cascadia is the holder of approximately 22% of the outstanding equity interests in CBR. Pursuant to Section 6.4(b) of the CBR Stockholders' Agreement, the prior written consent of Cascadia is required for CBR to enter into any transaction involving aggregate consideration in excess of $50,000,000 or involving the transfer, sale, contribution, or other disposition of assets constituting more than 15% of CBR's total consolidated asset base. The JV formation and the contribution of the Project Portfolio satisfy both thresholds, and accordingly the Cascadia Consent was required and has been duly obtained.

(iii) No Additional Stockholder Approval. Based upon our review of the Certificate of Incorporation, the Bylaws, and the CBR Stockholders' Agreement, and the Secretary's Certificate, no stockholder vote or additional stockholder consent, other than the Cascadia Consent described in clause (ii) above, was required for the authorization, execution, delivery, or performance of the Transaction Documents or the consummation of the transactions contemplated thereby.

Each of the Transaction Documents has been duly executed and delivered by CBR. Without limiting the generality of the foregoing:

(A) The LLC Agreement was executed by Margaret Calloway, in her capacity as Co-Founder, Chairwoman & Chief Executive Officer of CBR, whose authority to execute such document on behalf of CBR has been confirmed by the Board Resolutions and the Secretary's Certificate;

(B) The Contribution Agreement was executed by Margaret Calloway, in her capacity as Co-Founder, Chairwoman & Chief Executive Officer of CBR;

(C) The Management Agreement was executed by Daniel Estrada, in his capacity as Senior Vice President — Corporate Development of CBR, who was duly authorized to execute such document pursuant to the Board Resolutions;

(D) The Tax Protection Agreement was executed by Margaret Calloway, in her capacity as Co-Founder, Chairwoman & Chief Executive Officer of CBR; and

(E) The Escrow Agreement was executed by Daniel Estrada, in his capacity as Senior Vice President — Corporate Development of CBR, who was duly authorized to execute such document pursuant to the Board Resolutions.

The signature pages delivered by CBR on the date of execution of the Transaction Documents (December 4, 2023) are authentic and were duly authorized by the officers whose signatures appear thereon, acting in their capacities as officers of CBR and pursuant to the authority granted to them under the Board Resolutions and CBR's organizational documents.

(d) No Conflicts

The execution, delivery, and performance by CBR of the Transaction Documents to which it is a party, and the consummation by CBR of the transactions contemplated thereby (including the formation of the Company, the contribution of the Project Portfolio, and the performance of CBR's obligations under the Management Agreement), do not and will not:

(i) Organizational Documents. Violate, conflict with, result in a breach of, or constitute a default under any provision of the Certificate of Incorporation or Bylaws of CBR, each as in effect on the date hereof;

(ii) Material Agreements and Instruments. Violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, modification, or acceleration of any obligation under, any material agreement, contract, indenture, mortgage, deed of trust, loan agreement, note, instrument, or other obligation to which CBR is a party or by which CBR or any of its assets or properties are bound, including without limitation:

(A) the CBR Stockholders' Agreement with Cascadia Growth Equity Fund III, L.P., with respect to which the requisite consent has been duly obtained as described in Opinion (c)(ii) above;

(B) any existing project-level agreements relating to the eight solar development projects comprising the Project Portfolio that are being contributed to the Company, including without limitation (1) land lease agreements and ground lease agreements with the various landowners and fee holders, (2) interconnection agreements and related transmission service agreements with the applicable utility and transmission providers, (3) power purchase agreements entered into or under negotiation with offtakers, and (4) environmental permits, land use permits, conditional use permits, and other governmental approvals obtained or applied for in connection with such projects; and

(C) any credit agreement, loan agreement, or financing arrangement to which CBR is a party, including any agreements with Trident National Bank, N.A.;

(iii) Liens and Encumbrances. Result in the creation or imposition of any lien, pledge, charge, security interest, mortgage, encumbrance, or other restriction of any kind upon any of the assets, properties, or rights of CBR, including the Project Portfolio, whether pursuant to the terms of any agreement or instrument to which CBR is a party or by operation of law, other than liens created pursuant to the Transaction Documents;

(iv) Applicable Laws and Governmental Orders. Violate any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any federal, state, or local governmental authority applicable to CBR or any of its assets or properties, including the following specific matters:

(A) FERC Approval. No approval from, or filing with, the Federal Energy Regulatory Commission ("FERC") is required in connection with the transactions contemplated by the Transaction Documents. The solar energy projects comprising the Project Portfolio are qualifying facilities that are exempt from certain FERC regulatory requirements under the Public Utility Regulatory Policies Act of 1978 ("PURPA") and the applicable regulations promulgated thereunder;

(B) State PUC Approval. No approval from, or filing with, any state public utility commission or comparable state regulatory authority is required in connection with the transactions contemplated by the Transaction Documents. The projects comprising the Project Portfolio sell or will sell their output under negotiated power purchase agreements and do not engage in regulated retail sales of electricity;

(C) HSR Act Compliance. The notification and report form required under the HSR Act with respect to the transactions contemplated by the Transaction Documents was duly filed on October 18, 2023 (HSR Transaction Number 20231018-CBR-LRI). The statutory waiting period under the HSR Act applicable to such transactions has expired, with early termination of such waiting period having been granted on November 8, 2023. No further filing, notification, or approval under the HSR Act is required; and

(D) CFIUS. Review by the Committee on Foreign Investment in the United States ("CFIUS") is not required or applicable in connection with the transactions contemplated by the Transaction Documents, as no "foreign person" (as defined in Section 721 of the Defense Production Act of 1950, as amended, and the regulations promulgated thereunder) is a party to the Transaction Documents or holds a direct or indirect interest in CBR or Lumen Ridge that would trigger a mandatory or voluntary CFIUS filing obligation.

(e) Enforceability. Each of the Transaction Documents to which CBR is a party — namely, the LLC Agreement, the Contribution Agreement, the Management Agreement, the Tax Protection Agreement, and the Escrow Agreement — constitutes the legal, valid, and binding obligation of CBR, enforceable against CBR in accordance with its respective terms.

The foregoing enforceability opinion is subject to the following customary exceptions and qualifications (collectively, the "Enforceability Exceptions"):

(i) The enforceability of each Transaction Document may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, moratorium, and other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally;

(ii) The enforceability of each Transaction Document is subject to general principles of equity, including without limitation concepts of materiality, reasonableness, good faith, and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to the possible unavailability of specific performance, injunctive relief, or other equitable remedies, which may in each case be subject to the discretion of a court of competent jurisdiction;

(iii) The enforceability of provisions in the Transaction Documents relating to specific performance, injunctive relief, and other equitable remedies may be limited by the discretion of the court before which any proceeding therefor may be brought; and

(iv) The enforceability of indemnification and contribution provisions contained in the Transaction Documents may be limited by applicable federal or state securities laws, public policy considerations, and other applicable legal requirements that restrict or prohibit indemnification or contribution in certain circumstances.

We note specifically that the LLC Agreement is governed by and is to be construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law that would result in the application of the laws of any other jurisdiction (Section 14.7 of the LLC Agreement). Based upon our review, such choice-of-law provision would be given effect and honored by a court sitting in the State of Delaware or the State of Texas, subject in each case to applicable principles of public policy and mandatory provisions of local law.

V. Qualifications and Limitations

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

1. Scope of Laws. This Opinion is limited in all respects to the following bodies of law, as in effect on the date hereof: (a) the federal laws of the United States of America; (b) the laws of the State of Texas, including the Texas Business Organizations Code and the rules and regulations promulgated thereunder; and (c) the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code). We express no opinion as to the laws of any other jurisdiction or as to any other body of law. Without limiting the generality of the foregoing, we express no opinion as to the laws of the State of New Mexico, the State of Arizona, or any other state in which any of the projects comprising the Project Portfolio are located or in which any party to the Transaction Documents may be organized, qualified to do business, or conducting operations. Lumen Ridge and the Company should consult with local counsel in each such jurisdiction as may be necessary or appropriate with respect to local-law opinions or local regulatory matters.

2. Tax Matters. We express no opinion with respect to any federal, state, local, or foreign tax matter, including without limitation: (a) the classification of the Company as a partnership for federal income tax purposes; (b) the application of Section 704(c) of the Internal Revenue Code of 1986, as amended (the "Code"), to the contributed assets comprising the Project Portfolio; (c) the availability, amount, or allocation of bonus depreciation under Section 168(k) of the Code; (d) the availability, amount, or allocation of investment tax credits under Section 48 of the Code with respect to the projects comprising the Project Portfolio; (e) the validity, enforceability, or economic effect of the tax protection provisions set forth in the Tax Protection Agreement; or (f) any other tax-related matter. We note for the record that Leonard Cross, a partner in the Tax Practice Group of Calderwood & Harkness LLP, separately advised CBR on the tax structuring aspects of the JV formation, and that any opinions or advice regarding tax matters should be sought from tax counsel.

3. Securities Laws. We express no opinion with respect to the application of federal or state securities laws, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, or any analogous state "blue sky" laws, to the membership interests in the Company, the Transaction Documents, or the transactions contemplated thereby.

4. Antitrust Laws. Except for the HSR Act filing and clearance specifically addressed in Opinion (d)(iv)(C) above, we express no opinion with respect to antitrust or competition laws, whether federal, state, or foreign.

5. Environmental Laws. We express no opinion with respect to environmental laws, regulations, permits, or compliance matters, including without limitation the National Environmental Policy Act, the Endangered Species Act, the Clean Water Act, the Clean Air Act, or any analogous state environmental statutes or regulations.

6. Regulatory Matters. We express no opinion with respect to regulatory matters of a specialized nature not specifically addressed in the opinions set forth herein, including without limitation matters arising under energy regulatory frameworks at the federal or state level (other than the specific FERC and state PUC matters addressed in Opinion (d)(iv)(A) and (B) above).

7. Waiver Provisions. We express no opinion as to the enforceability of any provision of the Transaction Documents that purports to waive or modify any right, defense, or remedy that cannot be waived or modified as a matter of applicable law, including without limitation any statutory right to notice, any right to a jury trial, or any other right the waiver of which is prohibited or limited by law.

8. Bulk Sales Laws. We express no opinion as to the applicability of, or compliance with, any bulk sales or bulk transfer laws that may be applicable to the contribution of the Project Portfolio to the Company under the Contribution Agreement.

9. Other Parties. We express no opinion with respect to the effect of the laws of any jurisdiction in which any party to the Transaction Documents other than CBR (including Lumen Ridge and Continental Fiduciary Trust Company) is organized, qualified to do business, or conducting operations, or with respect to the power, authority, due authorization, or valid execution by any such party. Our opinions relate solely to CBR.

10. Financial Condition. We express no opinion with respect to any matter regarding the financial condition, solvency, creditworthiness, or ability to pay debts as they become due of any party to the Transaction Documents, including CBR, Lumen Ridge, or the Company.

VI. Reliance and Other Matters

This Opinion is furnished solely for the benefit of Lumen Ridge Infrastructure Partners LLC and its successors and permitted assigns, and solely in connection with the transactions contemplated by the Transaction Documents. 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. Without limiting the foregoing, this Opinion may not be quoted, referred to, or furnished to any third party, including any governmental agency, regulatory body, or rating agency, without our prior written consent, except that this Opinion may be furnished to Haverford, Quinn & Steele LLP in its capacity as counsel to Lumen Ridge.

This Opinion is given as of the date hereof, February 20, 2024, and speaks only as of such date. We undertake no obligation, and hereby disclaim any obligation, to update, revise, or supplement this Opinion after the date hereof to reflect any changes in applicable law, facts, circumstances, or conditions that may occur or come to our attention after the date of this Opinion. The opinions expressed herein are not intended to and should not be interpreted to constitute a guaranty by Calderwood & Harkness LLP of any particular outcome in any legal proceeding.

This Opinion is subject to and qualified in its entirety by the assumptions set forth in Section III, the qualifications and limitations set forth in Section V, and the Enforceability Exceptions described in Opinion (e) of Section IV. No opinion is expressed or implied as to any matter not specifically addressed herein.

•

We trust that this Opinion is satisfactory in form and substance for the purposes contemplated by Section 8.2(d) of the LLC Agreement. Should you have any questions regarding the foregoing, or should you require any additional information or clarification, please do not hesitate to contact the undersigned at your convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: James Prentice

Title: Partner, Mergers & Acquisitions

Calderwood & Harkness LLP 1000 Louisiana Street, Suite 5500 Houston, Texas 77002 Telephone: (713) 555-8217

Email: jprentice@calderwoodharkness.com

Enclosures: Transaction Documents (as listed in Section II hereof)

cc:

Rebecca Whitfield, Esq. General Counsel Calloway-Briggs Renewables Inc. 2300 Travis Street, Suite 4200 Houston, Texas 77006

Daniel Estrada Senior Vice President — Corporate Development Calloway-Briggs Renewables Inc. 2300 Travis Street, Suite 4200 Houston, Texas 77006

Gregory Haverford III, Esq. Haverford, Quinn & Steele LLP 599 Lexington Avenue, 28th Floor New York, New York 10022 (Counsel to Lumen Ridge Infrastructure Partners LLC)

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 1000 Louisiana Street, Suite 5500 Houston, Texas 77002
Telephone: (713) 555-8200 Facsimile: (713) 555-8201
February 20, 2024
Lumen Ridge Infrastructure Partners LLC 301 Tresser Boulevard, Suite 1400 Stamford, Connecticut 06901
Attention: Nathaniel Forsythe, Managing Partner
Amanda Prescott, General Counsel & Chief Compliance Officer
Re: Formation of Solstice Plateau Energy Holdings LLC — Joint Venture between Calloway-Briggs Renewables Inc. and Lumen Ridge Infrastructure Partners LLC
C&H Matter Number: 48172.001
Ladies and Gentlemen:
I. Introduction
We have acted as counsel to Calloway-Briggs Renewables Inc., a Texas corporation ("CBR"), in connection with the formation of a joint venture with Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge"), through Solstice Plateau Energy Holdings LLC, a Delaware limited liability company (the "Company" or the "JV"), pursuant to that certain Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC dated as of December 4, 2023 (the "LLC Agreement"), by and between CBR and Lumen Ridge.
This opinion letter (this "Opinion") is delivered to Lumen Ridge pursuant to Section 8.2(d) of the LLC Agreement, which requires that, as a condition to the closing of the transactions contemplated thereunder, CBR shall cause its counsel to deliver to Lumen Ridge a legal opinion in form and substance reasonably satisfactory to Lumen Ridge and its counsel. This Opinion is rendered as of the Closing Date, February 20, 2024 (the "Closing Date"), and is delivered for the sole benefit of Lumen Ridge as the counterparty and fellow member of the JV. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the LLC Agreement.
II. Documents Examined; Transaction Documents
In connection with the preparation and delivery of this Opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of each of the following documents (collectively, the "Transaction Documents"):
1.  Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023, by and between CBR and Lumen Ridge (the "LLC Agreement");
2.  Contribution Agreement, dated as of December 4, 2023, by and between CBR and Solstice Plateau Energy Holdings LLC (the "Contribution Agreement"), governing the contribution by CBR of an eight-project utility-scale solar development portfolio with an aggregate capacity of approximately 1,200 megawatts direct current ("MW DC") and an agreed valuation of $90,000,000 (the "Project Portfolio"), together with associated development rights, permits, interconnection agreements, land rights, and related assets, to the Company;
3.  Development and Construction Management Agreement, dated as of December 4, 2023, by and between Solstice Plateau Energy Holdings LLC, as owner, and CBR, as development and construction manager (the "Management Agreement"), pursuant to which CBR will serve as the development and construction manager for the projects comprising the Project Portfolio through commercial operation;
4.  Tax Protection Agreement, dated as of December 4, 2023, by and between Solstice Plateau Energy Holdings LLC and CBR (the "Tax Protection Agreement"), setting forth certain tax protection obligations of the Company with respect to the contributed assets;
5.  Escrow Agreement, dated as of December 4, 2023, among CBR, Lumen Ridge, and Continental Fiduciary Trust Company, a national banking association, as escrow agent (the "Escrow Agreement"), establishing an escrow account bearing reference number CFT-2024-00847 for the deposit and disbursement of certain portions of the initial capital contributions in accordance with the terms and conditions set forth therein; and
6.  Certificate of Formation of Solstice Plateau Energy Holdings LLC, as filed with the Secretary of State of the State of Delaware on February 19, 2024 (Delaware Secretary of State File Number 7849312).
In addition to the Transaction Documents, we have examined and relied upon the following documents, instruments, certificates, and records:
•  The Certificate of Incorporation of CBR, as amended through the date hereof, as on file with the Secretary of State of the State of Texas (Texas Secretary of State File Number 0801647392);
•  The Bylaws of CBR, as amended through the date hereof, as certified by the Secretary of CBR;
•  Resolutions of the Board of Directors of CBR adopted at a special meeting held on November 15, 2023, and at a subsequent meeting held on January 29, 2024, authorizing the execution, delivery, and performance by CBR of each of the Transaction Documents and the consummation of the transactions contemplated thereby (the "Board Resolutions");
•  A Certificate of Good Standing of CBR issued by the Secretary of State of the State of Texas, dated February 12, 2024 (Texas Secretary of State File Number 0801647392);
•  The written consent of Cascadia Growth Equity Fund III, L.P., a Delaware limited partnership ("Cascadia"), the holder of approximately 22% of the outstanding equity interests in CBR, dated November 20, 2023 (the "Cascadia Consent"), consenting to the formation of the JV and the entry by CBR into the Transaction Documents, as required under Section 6.4(b) of that certain Stockholders' Agreement of Calloway-Briggs Renewables Inc., dated as of March 15, 2019, as amended (the "CBR Stockholders' Agreement"), for material transactions involving consideration in excess of $50,000,000 or the disposition of assets constituting more than 15% of CBR's total asset base;
•  The Commitment Letter from Trident National Bank, N.A., dated January 22, 2024 (reference number TNB-EIF-2024-0193), addressed to Solstice Plateau Energy Holdings LLC, setting forth the terms and conditions of a project-level senior secured credit facility in an aggregate principal amount of up to $480,000,000 (the "Commitment Letter"), to be utilized for the development and construction of the projects comprising the Project Portfolio;
•  Evidence of the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") notification filed on October 18, 2023 (HSR Transaction Number 20231018-CBR-LRI), and confirmation of the early termination of the statutory waiting period granted by the Federal Trade Commission and the Antitrust Division of the United States Department of Justice on November 8, 2023;
•  An Officer's Certificate of CBR dated February 20, 2024, executed by Margaret Calloway, Co-Founder, Chairwoman & Chief Executive Officer of CBR, certifying as to certain factual matters relevant to this Opinion, including the accuracy of representations made in the Transaction Documents and the absence of any material adverse change in the condition of CBR or the Project Portfolio since the date of the LLC Agreement;
•  A Secretary's Certificate of CBR dated February 20, 2024, certifying as to the incumbency and authority of the officers executing the Transaction Documents on behalf of CBR, the adoption and continuing effectiveness of the Board Resolutions, and the current and complete nature of the Certificate of Incorporation and Bylaws of CBR attached thereto; and
•  Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for the purpose of rendering this Opinion, including a review of applicable provisions of the Texas Business Organizations Code, the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code), and certain federal statutes and regulations referenced herein.
III. Assumptions
In rendering the opinions set forth in Section IV below, we have, with your consent and without independent investigation or verification, assumed the following:
(a) The genuineness of all signatures appearing on each document examined by us, other than the signatures of officers, directors, and authorized representatives of CBR;
(b) The authenticity and completeness of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as copies (whether certified, conformed, photostatic, electronic, or otherwise);
(c) The accuracy and completeness of all certificates, representations, and statements of public officials and governmental authorities, and of all public records reviewed by us, including without limitation the Certificate of Good Standing issued by the Texas Secretary of State dated February 12, 2024, and the records of the Delaware Secretary of State reflecting the filing of the Certificate of Formation of the Company;
(d) That each party to the Transaction Documents other than CBR — including without limitation Lumen Ridge and Continental Fiduciary Trust Company — has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization, has all requisite power and authority (corporate, limited liability company, or otherwise) to enter into, execute, deliver, and perform its obligations under the Transaction Documents to which it is a party, and has duly authorized, executed, and delivered each such Transaction Document;
(e) That the Transaction Documents constitute legal, valid, and binding obligations of each party thereto other than CBR, enforceable against such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, and equitable principles;
(f) The legal capacity and authority of all natural persons who executed documents reviewed by us in connection with this Opinion, including but not limited to the authority of Nathaniel Forsythe and Amanda Prescott to act on behalf of Lumen Ridge and the authority of Owen Charbonneau to execute the Cascadia Consent on behalf of Cascadia Growth Equity Fund III, L.P.;
(g) The absence of fraud, duress, mistake, or undue influence in connection with the negotiation, execution, and delivery of the Transaction Documents by any party thereto;
(h) That the Certificate of Formation of the Company was duly filed with and accepted for filing by the Secretary of State of the State of Delaware, as confirmed by Delaware Secretary of State File Number 7849312, and that such filing became effective on February 19, 2024, in accordance with the Delaware Limited Liability Company Act;
(i) That the registered agent of the Company, Peachtree Corporate Services, Inc., located at 1209 Orange Street, Suite 300, Wilmington, Delaware 19801, has accepted and continues to accept its appointment as registered agent of the Company in the State of Delaware, and that such registered agent maintains a registered office at such address in accordance with the requirements of Section 18-104 of the Delaware Limited Liability Company Act;
(j) That the factual matters set forth in the Officer's Certificate and the Secretary's Certificate, each dated February 20, 2024, are true, correct, and complete as of the date hereof; and
(k) That, to the extent relevant to the opinions set forth herein, the conduct of the parties in performing their respective obligations under the Transaction Documents will be in accordance with applicable law and the terms of the Transaction Documents.
IV. Opinions
Based upon the foregoing, and subject to the assumptions set forth in Section III above and the qualifications and limitations set forth in Section V below, we are of the opinion that:
(a) Due Organization and Good Standing of CBR
CBR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas. In rendering this opinion, we have relied upon the Certificate of Good Standing issued by the Secretary of State of the State of Texas, dated February 12, 2024, with respect to CBR (Texas Secretary of State File Number 0801647392). CBR was originally incorporated in the State of Texas in 2011 and has been continuously in existence under the laws of such state since the date of its incorporation. Based upon certificates of officers of CBR and such other inquiries as we have deemed appropriate, CBR is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it requires such qualification, including the States of Texas, New Mexico, Arizona, and Nevada, which are the states in which CBR's solar development portfolio of approximately 3.8 gigawatts ("GW") of projects (inclusive of the Project Portfolio) are located or under active development. We express no opinion as to the qualification or good standing of CBR in any jurisdiction other than those specifically identified in this paragraph.
(b) Corporate Power and Authority
CBR has the corporate power and authority under its Certificate of Incorporation, its Bylaws, and the Texas Business Organizations Code to:
(i) enter into, execute, deliver, and perform each of the Transaction Documents to which CBR is a party, including the LLC Agreement, the Contribution Agreement, the Management Agreement, the Tax Protection Agreement, and the Escrow Agreement;
(ii) consummate the transactions contemplated by the Transaction Documents, including without limitation: (A) the formation of the Company as a 50/50 joint venture between CBR and Lumen Ridge through Solstice Plateau Energy Holdings LLC; (B) the making by CBR of its initial capital contributions to the Company, consisting of (1) $60,000,000 in cash and (2) the contribution of the Project Portfolio — comprising eight utility-scale solar development projects with an aggregate capacity of approximately 1,200 MW DC and an agreed valuation of $90,000,000, as more particularly described in the Contribution Agreement — for a total initial capital contribution by CBR with an aggregate value of $150,000,000; and (C) the performance by CBR of its obligations as development and construction manager under the Management Agreement, including the oversight of engineering, procurement, and construction activities with respect to the projects comprising the Project Portfolio; and
(iii) own, hold, and exercise all rights and obligations attendant to CBR's 50% membership interest in the Company as contemplated by the LLC Agreement.
(c) Due Authorization, Execution, and Delivery
The execution, delivery, and performance by CBR of each of the Transaction Documents to which it is a party, and the consummation by CBR of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of CBR. Such authorization includes:
(i) Board Approval. The Board of Directors of CBR duly adopted resolutions at a special meeting held on November 15, 2023, and at a subsequent special meeting held on January 29, 2024, approving the Transaction Documents and the transactions contemplated thereby and authorizing certain officers of CBR to execute and deliver the Transaction Documents on behalf of CBR. The adoption of such Board Resolutions has been certified in the Secretary's Certificate of CBR dated February 20, 2024, and we have confirmed that such Board Resolutions remain in full force and effect and have not been amended, modified, rescinded, or revoked as of the date hereof.
(ii) Cascadia Consent. The written consent of Cascadia Growth Equity Fund III, L.P. ("Cascadia"), executed by Owen Charbonneau in his capacity as Managing Director of Cascadia Growth Partners LLC, the general partner of Cascadia, was obtained on November 20, 2023. Cascadia is the holder of approximately 22% of the outstanding equity interests in CBR. Pursuant to Section 6.4(b) of the CBR Stockholders' Agreement, the prior written consent of Cascadia is required for CBR to enter into any transaction involving aggregate consideration in excess of $50,000,000 or involving the transfer, sale, contribution, or other disposition of assets constituting more than 15% of CBR's total consolidated asset base. The JV formation and the contribution of the Project Portfolio satisfy both thresholds, and accordingly the Cascadia Consent was required and has been duly obtained.
(iii) No Additional Stockholder Approval. Based upon our review of the Certificate of Incorporation, the Bylaws, and the CBR Stockholders' Agreement, and the Secretary's Certificate, no stockholder vote or additional stockholder consent, other than the Cascadia Consent described in clause (ii) above, was required for the authorization, execution, delivery, or performance of the Transaction Documents or the consummation of the transactions contemplated thereby.
Each of the Transaction Documents has been duly executed and delivered by CBR. Without limiting the generality of the foregoing:
(A) The LLC Agreement was executed by Margaret Calloway, in her capacity as Co-Founder, Chairwoman & Chief Executive Officer of CBR, whose authority to execute such document on behalf of CBR has been confirmed by the Board Resolutions and the Secretary's Certificate;
(B) The Contribution Agreement was executed by Margaret Calloway, in her capacity as Co-Founder, Chairwoman & Chief Executive Officer of CBR;
(C) The Management Agreement was executed by Daniel Estrada, in his capacity as Senior Vice President — Corporate Development of CBR, who was duly authorized to execute such document pursuant to the Board Resolutions;
(D) The Tax Protection Agreement was executed by Margaret Calloway, in her capacity as Co-Founder, Chairwoman & Chief Executive Officer of CBR; and
(E) The Escrow Agreement was executed by Daniel Estrada, in his capacity as Senior Vice President — Corporate Development of CBR, who was duly authorized to execute such document pursuant to the Board Resolutions.
The signature pages delivered by CBR on the date of execution of the Transaction Documents (December 4, 2023) are authentic and were duly authorized by the officers whose signatures appear thereon, acting in their capacities as officers of CBR and pursuant to the authority granted to them under the Board Resolutions and CBR's organizational documents.
(d) No Conflicts
The execution, delivery, and performance by CBR of the Transaction Documents to which it is a party, and the consummation by CBR of the transactions contemplated thereby (including the formation of the Company, the contribution of the Project Portfolio, and the performance of CBR's obligations under the Management Agreement), do not and will not:
(i) Organizational Documents. Violate, conflict with, result in a breach of, or constitute a default under any provision of the Certificate of Incorporation or Bylaws of CBR, each as in effect on the date hereof;
(ii) Material Agreements and Instruments. Violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, modification, or acceleration of any obligation under, any material agreement, contract, indenture, mortgage, deed of trust, loan agreement, note, instrument, or other obligation to which CBR is a party or by which CBR or any of its assets or properties are bound, including without limitation:
(A) the CBR Stockholders' Agreement with Cascadia Growth Equity Fund III, L.P., with respect to which the requisite consent has been duly obtained as described in Opinion (c)(ii) above;
(B) any existing project-level agreements relating to the eight solar development projects comprising the Project Portfolio that are being contributed to the Company, including without limitation (1) land lease agreements and ground lease agreements with the various landowners and fee holders, (2) interconnection agreements and related transmission service agreements with the applicable utility and transmission providers, (3) power purchase agreements entered into or under negotiation with offtakers, and (4) environmental permits, land use permits, conditional use permits, and other governmental approvals obtained or applied for in connection with such projects; and
(C) any credit agreement, loan agreement, or financing arrangement to which CBR is a party, including any agreements with Trident National Bank, N.A.;
(iii) Liens and Encumbrances. Result in the creation or imposition of any lien, pledge, charge, security interest, mortgage, encumbrance, or other restriction of any kind upon any of the assets, properties, or rights of CBR, including the Project Portfolio, whether pursuant to the terms of any agreement or instrument to which CBR is a party or by operation of law, other than liens created pursuant to the Transaction Documents;
(iv) Applicable Laws and Governmental Orders. Violate any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any federal, state, or local governmental authority applicable to CBR or any of its assets or properties, including the following specific matters:
(A) FERC Approval. No approval from, or filing with, the Federal Energy Regulatory Commission ("FERC") is required in connection with the transactions contemplated by the Transaction Documents. The solar energy projects comprising the Project Portfolio are qualifying facilities that are exempt from certain FERC regulatory requirements under the Public Utility Regulatory Policies Act of 1978 ("PURPA") and the applicable regulations promulgated thereunder;
(B) State PUC Approval. No approval from, or filing with, any state public utility commission or comparable state regulatory authority is required in connection with the transactions contemplated by the Transaction Documents. The projects comprising the Project Portfolio sell or will sell their output under negotiated power purchase agreements and do not engage in regulated retail sales of electricity;
(C) HSR Act Compliance. The notification and report form required under the HSR Act with respect to the transactions contemplated by the Transaction Documents was duly filed on October 18, 2023 (HSR Transaction Number 20231018-CBR-LRI). The statutory waiting period under the HSR Act applicable to such transactions has expired, with early termination of such waiting period having been granted on November 8, 2023. No further filing, notification, or approval under the HSR Act is required; and
(D) CFIUS. Review by the Committee on Foreign Investment in the United States ("CFIUS") is not required or applicable in connection with the transactions contemplated by the Transaction Documents, as no "foreign person" (as defined in Section 721 of the Defense Production Act of 1950, as amended, and the regulations promulgated thereunder) is a party to the Transaction Documents or holds a direct or indirect interest in CBR or Lumen Ridge that would trigger a mandatory or voluntary CFIUS filing obligation.
(e) Enforceability.  Each of the Transaction Documents to which CBR is a party — namely, the LLC Agreement, the Contribution Agreement, the Management Agreement, the Tax Protection Agreement, and the Escrow Agreement — constitutes the legal, valid, and binding obligation of CBR, enforceable against CBR in accordance with its respective terms.
The foregoing enforceability opinion is subject to the following customary exceptions and qualifications (collectively, the "Enforceability Exceptions"):
(i) The enforceability of each Transaction Document may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, moratorium, and other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally;
(ii) The enforceability of each Transaction Document is subject to general principles of equity, including without limitation concepts of materiality, reasonableness, good faith, and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to the possible unavailability of specific performance, injunctive relief, or other equitable remedies, which may in each case be subject to the discretion of a court of competent jurisdiction;
(iii) The enforceability of provisions in the Transaction Documents relating to specific performance, injunctive relief, and other equitable remedies may be limited by the discretion of the court before which any proceeding therefor may be brought; and
(iv) The enforceability of indemnification and contribution provisions contained in the Transaction Documents may be limited by applicable federal or state securities laws, public policy considerations, and other applicable legal requirements that restrict or prohibit indemnification or contribution in certain circumstances.
We note specifically that the LLC Agreement is governed by and is to be construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law that would result in the application of the laws of any other jurisdiction (Section 14.7 of the LLC Agreement). Based upon our review, such choice-of-law provision would be given effect and honored by a court sitting in the State of Delaware or the State of Texas, subject in each case to applicable principles of public policy and mandatory provisions of local law.
V. Qualifications and Limitations
The opinions set forth herein are subject to the following qualifications and limitations:
1.  Scope of Laws. This Opinion is limited in all respects to the following bodies of law, as in effect on the date hereof: (a) the federal laws of the United States of America; (b) the laws of the State of Texas, including the Texas Business Organizations Code and the rules and regulations promulgated thereunder; and (c) the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code). We express no opinion as to the laws of any other jurisdiction or as to any other body of law. Without limiting the generality of the foregoing, we express no opinion as to the laws of the State of New Mexico, the State of Arizona, or any other state in which any of the projects comprising the Project Portfolio are located or in which any party to the Transaction Documents may be organized, qualified to do business, or conducting operations. Lumen Ridge and the Company should consult with local counsel in each such jurisdiction as may be necessary or appropriate with respect to local-law opinions or local regulatory matters.
2.  Tax Matters. We express no opinion with respect to any federal, state, local, or foreign tax matter, including without limitation: (a) the classification of the Company as a partnership for federal income tax purposes; (b) the application of Section 704(c) of the Internal Revenue Code of 1986, as amended (the "Code"), to the contributed assets comprising the Project Portfolio; (c) the availability, amount, or allocation of bonus depreciation under Section 168(k) of the Code; (d) the availability, amount, or allocation of investment tax credits under Section 48 of the Code with respect to the projects comprising the Project Portfolio; (e) the validity, enforceability, or economic effect of the tax protection provisions set forth in the Tax Protection Agreement; or (f) any other tax-related matter. We note for the record that Leonard Cross, a partner in the Tax Practice Group of Calderwood & Harkness LLP, separately advised CBR on the tax structuring aspects of the JV formation, and that any opinions or advice regarding tax matters should be sought from tax counsel.
3.  Securities Laws. We express no opinion with respect to the application of federal or state securities laws, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, or any analogous state "blue sky" laws, to the membership interests in the Company, the Transaction Documents, or the transactions contemplated thereby.
4.  Antitrust Laws. Except for the HSR Act filing and clearance specifically addressed in Opinion (d)(iv)(C) above, we express no opinion with respect to antitrust or competition laws, whether federal, state, or foreign.
5.  Environmental Laws. We express no opinion with respect to environmental laws, regulations, permits, or compliance matters, including without limitation the National Environmental Policy Act, the Endangered Species Act, the Clean Water Act, the Clean Air Act, or any analogous state environmental statutes or regulations.
6.  Regulatory Matters. We express no opinion with respect to regulatory matters of a specialized nature not specifically addressed in the opinions set forth herein, including without limitation matters arising under energy regulatory frameworks at the federal or state level (other than the specific FERC and state PUC matters addressed in Opinion (d)(iv)(A) and (B) above).
7.  Waiver Provisions. We express no opinion as to the enforceability of any provision of the Transaction Documents that purports to waive or modify any right, defense, or remedy that cannot be waived or modified as a matter of applicable law, including without limitation any statutory right to notice, any right to a jury trial, or any other right the waiver of which is prohibited or limited by law.
8.  Bulk Sales Laws. We express no opinion as to the applicability of, or compliance with, any bulk sales or bulk transfer laws that may be applicable to the contribution of the Project Portfolio to the Company under the Contribution Agreement.
9.  Other Parties. We express no opinion with respect to the effect of the laws of any jurisdiction in which any party to the Transaction Documents other than CBR (including Lumen Ridge and Continental Fiduciary Trust Company) is organized, qualified to do business, or conducting operations, or with respect to the power, authority, due authorization, or valid execution by any such party. Our opinions relate solely to CBR.
10.  Financial Condition. We express no opinion with respect to any matter regarding the financial condition, solvency, creditworthiness, or ability to pay debts as they become due of any party to the Transaction Documents, including CBR, Lumen Ridge, or the Company.
VI. Reliance and Other Matters
This Opinion is furnished solely for the benefit of Lumen Ridge Infrastructure Partners LLC and its successors and permitted assigns, and solely in connection with the transactions contemplated by the Transaction Documents. 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. Without limiting the foregoing, this Opinion may not be quoted, referred to, or furnished to any third party, including any governmental agency, regulatory body, or rating agency, without our prior written consent, except that this Opinion may be furnished to Haverford, Quinn & Steele LLP in its capacity as counsel to Lumen Ridge.
This Opinion is given as of the date hereof, February 20, 2024, and speaks only as of such date. We undertake no obligation, and hereby disclaim any obligation, to update, revise, or supplement this Opinion after the date hereof to reflect any changes in applicable law, facts, circumstances, or conditions that may occur or come to our attention after the date of this Opinion. The opinions expressed herein are not intended to and should not be interpreted to constitute a guaranty by Calderwood & Harkness LLP of any particular outcome in any legal proceeding.
This Opinion is subject to and qualified in its entirety by the assumptions set forth in Section III, the qualifications and limitations set forth in Section V, and the Enforceability Exceptions described in Opinion (e) of Section IV. No opinion is expressed or implied as to any matter not specifically addressed herein.
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We trust that this Opinion is satisfactory in form and substance for the purposes contemplated by Section 8.2(d) of the LLC Agreement. Should you have any questions regarding the foregoing, or should you require any additional information or clarification, please do not hesitate to contact the undersigned at your convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: James Prentice
Title: Partner, Mergers & Acquisitions
Calderwood & Harkness LLP 1000 Louisiana Street, Suite 5500 Houston, Texas 77002 Telephone: (713) 555-8217
Email: jprentice@calderwoodharkness.com
Enclosures: Transaction Documents (as listed in Section II hereof)
cc:
Rebecca Whitfield, Esq. General Counsel Calloway-Briggs Renewables Inc. 2300 Travis Street, Suite 4200 Houston, Texas 77006
Daniel Estrada Senior Vice President — Corporate Development Calloway-Briggs Renewables Inc. 2300 Travis Street, Suite 4200 Houston, Texas 77006
Gregory Haverford III, Esq. Haverford, Quinn & Steele LLP 599 Lexington Avenue, 28th Floor New York, New York 10022 (Counsel to Lumen Ridge Infrastructure Partners LLC)

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