1015-00005 · Calloway-Briggs Renewables Inc · Opinions & Certificates

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CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP 600 Lexington Avenue New York, New York 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

December 8, 2023

Matter No.: 1015-00005

Ridgeline Capital Partners, LLC 390 Park Avenue, 22nd Floor New York, New York 10022

Pinehurst Insurance Group, Inc. 175 Constitution Plaza Hartford, Connecticut 06103

Osprey National Bank, N.A. 300 Madison Avenue New York, New York 10017

Re: Tax-Equity Investment and Transferable Tax Credit Financing of the Solstice Portfolio — Legal Opinion re: Due Authorization, Enforceability, and No Conflicts

Ladies and Gentlemen:

I. Introduction and Role

We have acted as counsel to Calloway-Briggs Renewables Inc., a Texas corporation ("CBR"), CBR Solstice Manager, LLC, a Delaware limited liability company and a wholly owned subsidiary of CBR ("CBR Manager"), and Solstice Holdings, LLC, a Delaware limited liability company (the "Partnership" and, together with CBR and CBR Manager, collectively the "Opinion Parties"), in connection with the transactions contemplated by the Transaction Documents (as defined below). We are rendering this opinion letter at the request of the Opinion Parties in connection with the closing, on the date hereof, of the tax-equity investment and transferable tax credit financing transactions related to the portfolio of seven utility-scale solar energy projects known collectively as the "Solstice Portfolio."

This opinion is delivered pursuant to the requirements of (i) Section 8.02(b)(iii) of the Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, dated as of September 21, 2023 (the "LLCA"), (ii) Section 6.01(d)(ii) of the Tax Credit Purchase Agreement, dated as of September 21, 2023 (the "TCPA"), (iii) Section 5.01(c)(iv) of the Capital Contribution Agreement, dated as of September 21, 2023 (the "CCA"), and (iv) Section 4.03(a)(vi) of the Back-Leverage Intercreditor and Consent Agreement, dated as of December 8, 2023 (the "Intercreditor Agreement"). This opinion is being delivered to each of the addressees identified above on the date hereof, which is the closing date of the transactions contemplated by the Transaction Documents.

II. Transaction Documents Defined

As used herein, the term "Transaction Documents" means, collectively, the following agreements, instruments, and documents:

1. Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, dated as of September 21, 2023, by and among CBR Solstice Manager, LLC, as Managing Member, and Ridgeline Capital Partners, LLC, as Tax-Equity Member (the "LLCA");

2. Tax Credit Purchase Agreement, dated as of September 21, 2023, between Calloway-Briggs Renewables Inc., as Seller, and Pinehurst Insurance Group, Inc., as Buyer (the "TCPA");

3. Capital Contribution Agreement, dated as of September 21, 2023, by and among Ridgeline Capital Partners, LLC, as Tax-Equity Investor, and Solstice Holdings, LLC, as the Partnership (the "CCA");

4. Tax Indemnity Agreement, dated as of September 21, 2023, from Calloway-Briggs Renewables Inc. in favor of Pinehurst Insurance Group, Inc. (the "Tax Indemnity Agreement");

5. Purchase Option Agreement, dated as of September 21, 2023, by and among CBR Solstice Manager, LLC, as Optionee, and Ridgeline Capital Partners, LLC, as Optionor (the "Purchase Option Agreement");

6. Escrow Agreement, dated as of September 21, 2023, by and among Calloway-Briggs Renewables Inc., Ridgeline Capital Partners, LLC, Pinehurst Insurance Group, Inc., and Clearwater Escrow Services, Inc., as Escrow Agent (the "Escrow Agreement");

7. Intercompany Contribution Agreement, dated as of September 21, 2023, between Calloway-Briggs Renewables Inc. and Solstice Holdings, LLC (the "Intercompany Contribution Agreement");

8. Back-Leverage Intercreditor and Consent Agreement, dated as of December 8, 2023, by and among Osprey National Bank, N.A., as Lender, Ridgeline Capital Partners, LLC, as Tax-Equity Member, and Calloway-Briggs Renewables Inc., as Sponsor (the "Intercreditor Agreement");

9. Pledge Agreement, dated as of December 8, 2023, from CBR Solstice Manager, LLC, as Pledgor, in favor of Osprey National Bank, N.A., as Secured Party (the "Pledge Agreement"); and

10. Partnership Representative Designation and Tax Matters Agreement, dated as of September 21, 2023, by and among CBR Solstice Manager, LLC, Ridgeline Capital Partners, LLC, and Solstice Holdings, LLC (the "Tax Matters Agreement").

The foregoing agreements, instruments, and documents are referred to herein collectively as the "Transaction Documents."

III. Documents Examined

In rendering the opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, records, certificates, and instruments:

1. The Articles of Incorporation of Calloway-Briggs Renewables Inc., as filed with the Texas Secretary of State (TX SOS File No. 803762114), together with all amendments thereto as currently in effect;

2. The Bylaws of Calloway-Briggs Renewables Inc., as amended to date and currently in effect;

3. The Certificate of Formation of CBR Solstice Manager, LLC, as filed with the Secretary of State of the State of Delaware on August 14, 2023;

4. The Limited Liability Company Agreement of CBR Solstice Manager, LLC (sole member: Calloway-Briggs Renewables Inc.; EIN: 88-4071597), as currently in effect;

5. The Certificate of Formation of Solstice Holdings, LLC, as filed with the Secretary of State of the State of Delaware on August 14, 2023 (EIN: 88-4071523);

6. The LLCA and each of the other Transaction Documents listed in Section II above, including all schedules, exhibits, annexes, and ancillary documents thereto;

7. Resolutions of the Board of Directors of Calloway-Briggs Renewables Inc. dated September 15, 2023, authorizing the execution, delivery, and performance by CBR of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby, together with supplemental resolutions dated December 4, 2023, authorizing the execution, delivery, and performance of the Intercreditor Agreement and certain ancillary closing documents;

8. The written consent of Calloway-Briggs Renewables Inc., as sole member of CBR Solstice Manager, LLC, dated September 15, 2023, authorizing the execution, delivery, and performance by CBR Manager of the Transaction Documents to which it is a party, together with a supplemental written consent dated December 4, 2023, authorizing the execution, delivery, and performance of the Pledge Agreement and certain ancillary closing documents;

9. The written consent of CBR Solstice Manager, LLC, as Managing Member of Solstice Holdings, LLC, dated September 15, 2023, authorizing the execution, delivery, and performance by the Partnership of the Transaction Documents to which it is a party;

10. Secretary's Certificate of Calloway-Briggs Renewables Inc. dated December 8, 2023, certifying, among other things, the incumbency and signatures of the officers of CBR authorized to execute and deliver the Transaction Documents, the completeness and accuracy of the Articles of Incorporation, Bylaws, and Board resolutions delivered to us, and other customary matters;

11. Secretary's Certificate of CBR Solstice Manager, LLC dated December 8, 2023, certifying, among other things, the authorization and incumbency of the persons authorized to execute and deliver the Transaction Documents on behalf of CBR Manager, the completeness and accuracy of the Certificate of Formation and LLC Agreement of CBR Manager and the member consents delivered to us, and other customary matters;

12. Officer's Closing Certificate of Calloway-Briggs Renewables Inc. dated December 8, 2023, signed by Theo Vasquez, Chief Financial Officer of CBR, certifying the accuracy of certain representations and warranties and the satisfaction of certain closing conditions;

13. The following good standing certificates, each dated within ten (10) days of the date hereof:

(a) Certificate of Existence with respect to Calloway-Briggs Renewables Inc. issued by the Secretary of State of the State of Texas;

(b) Certificate of Good Standing with respect to CBR Solstice Manager, LLC issued by the Secretary of State of the State of Delaware; and

(c) Certificate of Good Standing with respect to Solstice Holdings, LLC issued by the Secretary of State of the State of Delaware;

14. Results of Uniform Commercial Code lien searches conducted with respect to (a) Calloway-Briggs Renewables Inc. in the Office of the Secretary of State of the State of Texas, (b) CBR Solstice Manager, LLC in the Office of the Secretary of State of the State of Delaware, and (c) Solstice Holdings, LLC in the Office of the Secretary of State of the State of Delaware, in each case current as of a date within five (5) business days of the date hereof;

15. The Construction Loan Facility Agreement (ONB-PF-2022-0341), dated as of November 18, 2022, between Calloway-Briggs Renewables Inc. (and certain of its subsidiaries) and Osprey National Bank, N.A., as administrative agent and sole lender, together with all amendments and modifications thereto;

16. The Back-Leverage Term Loan Facility Agreement (ONB-PF-2023-0587), dated as of December 8, 2023, between CBR Solstice Manager, LLC and Osprey National Bank, N.A., as lender; and

17. Such other documents, records, certificates, agreements, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of this opinion.

IV. Assumptions

In rendering the opinions set forth herein, we have assumed, without independent investigation or verification, the following:

1. Genuineness of Signatures. All signatures on documents and instruments examined by us (other than the signatures of individuals acting on behalf of CBR, CBR Manager, and Solstice Holdings) are genuine, and all natural persons signing such documents and instruments had legal capacity to do so at the time of signing.

2. Authenticity and Completeness. All documents submitted to us as originals are authentic and complete, and all documents submitted to us as copies are true and complete copies of the originals thereof. All documents, certificates, and instruments reviewed by us are complete and have not been amended, modified, supplemented, or superseded except as described therein or as otherwise disclosed to us in writing.

3. Organization and Good Standing of Other Parties. Each party to the Transaction Documents (other than CBR, CBR Manager, and Solstice Holdings) is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization. Each such party has the requisite organizational power and authority to own its properties and to carry on its business as currently conducted, and is duly qualified and in good standing in each jurisdiction where the nature of its business or its ownership of properties requires such qualification.

4. Authority of Other Parties. Each party to the Transaction Documents (other than CBR, CBR Manager, and Solstice Holdings) has the requisite power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party, and all necessary organizational action (including any required shareholder, member, partner, or board approvals) has been taken by each such party to authorize such execution, delivery, and performance.

5. Binding Obligations of Other Parties. The Transaction Documents constitute legal, valid, and binding obligations of each party thereto (other than CBR, CBR Manager, and Solstice Holdings, with respect to which we opine in Section V below), enforceable against each such party in accordance with their respective terms, subject to the same enforceability exceptions described in our enforceability opinion below.

6. Accuracy of Representations and Warranties. All factual representations and warranties made by CBR, CBR Manager, and Solstice Holdings in the Transaction Documents and in the Officer's Closing Certificate delivered to us are true, correct, and complete in all material respects as of the date hereof. We have not undertaken any independent investigation to confirm the accuracy of such representations and warranties.

7. No Undisclosed Agreements. No agreements, instruments, understandings, arrangements, or undertakings exist (whether oral or written) that would affect, modify, supplement, or contradict the terms of the Transaction Documents or the opinions expressed herein, other than those that have been disclosed to us in writing or that are contained in the Transaction Documents themselves.

8. Future Filings. All filings, recordings, registrations, and publications identified in the Transaction Documents as being required to be made in the future will in fact be made when and as required by the terms of the Transaction Documents and applicable law.

9. Delivery and Payment. The consideration described in the Transaction Documents has been or will be given in accordance with the terms thereof, and all closing deliveries contemplated by the Transaction Documents have been made or will be made substantially concurrently with the delivery of this opinion.

10. No Fraud or Duress. None of the Transaction Documents was entered into by any party thereto under fraud, duress, mistake, undue influence, or any other circumstance that would render any such document voidable.

V. Opinions

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

A. Due Organization and Good Standing

A.1 — Calloway-Briggs Renewables Inc. (Texas Corporation)

Calloway-Briggs Renewables Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Texas. CBR has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as currently conducted, including the development, construction, ownership, and operation of utility-scale solar energy generation facilities. CBR maintains its principal executive offices at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056. CBR's registered agent for service of process in the State of Texas is CT Statutory Services, 1999 Bryan Street, Suite 900, Dallas, Texas 75201. CBR's federal Employer Identification Number is 84-3291076, and its file number with the Texas Secretary of State is 803762114. Our opinion as to the good standing of CBR is based solely upon, and is limited to, the Certificate of Existence issued by the Secretary of State of the State of Texas, dated within ten (10) days of the date hereof.

A.2 — CBR Solstice Manager, LLC (Delaware Limited Liability Company — Disregarded Entity)

CBR Solstice Manager, LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. CBR Manager has all requisite limited liability company power and authority to act as the Managing Member of Solstice Holdings, LLC, to execute, deliver, and perform the Transaction Documents to which it is a party, and to carry on its business as currently conducted. CBR Manager was formed on August 14, 2023, by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware. Calloway-Briggs Renewables Inc. is the sole member of CBR Manager. CBR Manager's federal Employer Identification Number is 88-4071597. CBR Manager is treated as a disregarded entity for federal income tax purposes pursuant to Treasury Regulation § 301.7701-3. Our opinion as to the good standing of CBR Manager is based solely upon, and is limited to, the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated within ten (10) days of the date hereof.

A.3 — Solstice Holdings, LLC (Delaware Limited Liability Company — Partnership)

Solstice Holdings, LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. The Partnership has all requisite limited liability company power and authority to own, lease, and operate its properties and assets, to hold one hundred percent (100%) of the membership interests in the seven project companies comprising the Solstice Portfolio, and to carry on its business as currently conducted. The Partnership was formed on August 14, 2023, by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware. The registered agent of the Partnership for service of process in the State of Delaware is Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Partnership's federal Employer Identification Number is 88-4071523. The Partnership is classified as a partnership for federal income tax purposes. The members of the Partnership are CBR Solstice Manager, LLC, as Managing Member, and Ridgeline Capital Partners, LLC, as Tax-Equity Member. Our opinion as to the good standing of the Partnership is based solely upon, and is limited to, the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated within ten (10) days of the date hereof.

B. Power and Authority; Due Authorization

B.1 — Calloway-Briggs Renewables Inc.

Calloway-Briggs Renewables Inc. has all requisite corporate power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the TCPA, the Tax Indemnity Agreement, the Escrow Agreement, the Intercompany Contribution Agreement, and the Intercreditor Agreement. The execution, delivery, and performance of the Transaction Documents by CBR have been duly authorized by all necessary corporate action on the part of CBR, including approval by the Board of Directors of CBR at meetings duly called and held (or by written consent in lieu thereof) at which a quorum was present and acting throughout. No approval of the stockholders of CBR is required under applicable law, CBR's Articles of Incorporation, or CBR's Bylaws for the execution, delivery, or performance by CBR of any of the Transaction Documents or the consummation by CBR of the transactions contemplated thereby. In rendering this opinion, we have reviewed and relied upon the resolutions of the Board of Directors of CBR, as certified in the Secretary's Certificate of CBR dated December 8, 2023.

B.2 — CBR Solstice Manager, LLC

CBR Solstice Manager, LLC has all requisite limited liability company power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the LLCA, the Purchase Option Agreement, the Tax Matters Agreement, and the Pledge Agreement. The execution, delivery, and performance of the Transaction Documents by CBR Manager have been duly authorized by all necessary limited liability company action on the part of CBR Manager, including the written consent of Calloway-Briggs Renewables Inc. as the sole member of CBR Manager. No other member or managerial approval is required under applicable law, CBR Manager's Certificate of Formation, or CBR Manager's Limited Liability Company Agreement for the execution, delivery, or performance by CBR Manager of any of the Transaction Documents or the consummation by CBR Manager of the transactions contemplated thereby. In rendering this opinion, we have reviewed and relied upon the written member consent, as certified in the Secretary's Certificate of CBR Manager dated December 8, 2023.

B.3 — Solstice Holdings, LLC

Solstice Holdings, LLC has all requisite limited liability company power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the LLCA, the CCA, and the Escrow Agreement. The execution, delivery, and performance of the Transaction Documents by the Partnership have been duly authorized by all necessary limited liability company action on the part of the Partnership, including the written consent of CBR Solstice Manager, LLC as Managing Member of the Partnership and by the execution of the LLCA by both members of the Partnership (CBR Manager and Ridgeline Capital Partners, LLC). No additional member approvals beyond those already obtained are required under applicable law, the Partnership's Certificate of Formation, or the LLCA for the execution, delivery, or performance by the Partnership of any of the Transaction Documents or the consummation by the Partnership of the transactions contemplated thereby.

C. Execution and Delivery

Each of the Transaction Documents to which CBR, CBR Manager, or Solstice Holdings is a party has been duly executed and delivered by or on behalf of such entity by persons authorized to execute and deliver such documents. Without limiting the generality of the foregoing, the Transaction Documents to which CBR is a party have been executed by Marcus Calloway, in his capacity as Chairman and Chief Executive Officer of CBR, and/or by Theo Vasquez, in his capacity as Chief Financial Officer of CBR, each of whom was duly authorized to execute and deliver such documents on behalf of CBR as of the dates of execution and delivery thereof, as confirmed by the resolutions of the Board of Directors of CBR and the Secretary's Certificate of CBR reviewed by us. The Transaction Documents to which CBR Manager is a party have been executed by the authorized representative of CBR Manager designated in the written consent of CBR as sole member of CBR Manager, as confirmed by the Secretary's Certificate of CBR Manager reviewed by us. The Transaction Documents to which Solstice Holdings is a party have been executed by CBR Solstice Manager, LLC, acting in its capacity as Managing Member of the Partnership, through its authorized representatives, as confirmed by the written consents and Secretary's Certificates reviewed by us.

D. Enforceability. Each of the Transaction Documents to which CBR, CBR Manager, or Solstice Holdings is a party constitutes a legal, valid, and binding obligation of such entity, enforceable against such entity in accordance with its respective terms; provided, however, that the foregoing opinion is subject to and qualified by the following:

(a) the effect of applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws now or hereafter in effect affecting or relating to creditors' rights generally;

(b) the effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforcement is sought in a proceeding in equity or at law; and

(c) the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether such remedies are sought in a proceeding in equity or at law.

We note for the benefit of the addressees that the LLCA is governed by the laws of the State of Delaware with respect to matters of entity governance and the internal affairs of the Partnership. The TCPA, Tax Indemnity Agreement, CCA, Purchase Option Agreement, Escrow Agreement, Intercreditor Agreement, and Pledge Agreement are governed by the laws of the State of New York, without regard to its conflict-of-laws principles (except to the extent that such principles are specifically made applicable by the Transaction Documents). The Tax Matters Agreement and Intercompany Contribution Agreement are governed by the laws of the State of New York to the extent set forth therein.

E. No Conflicts

E.1 — Organizational Documents

(i) the Articles of Incorporation or Bylaws of Calloway-Briggs Renewables Inc., each as currently in effect;

(ii) the Certificate of Formation or Limited Liability Company Agreement of CBR Solstice Manager, LLC, each as currently in effect; or

(iii) the Certificate of Formation of Solstice Holdings, LLC or the LLCA, each as currently in effect.

E.2 — Applicable Law

The execution, delivery, and performance by CBR, CBR Manager, and Solstice Holdings of the Transaction Documents to which each is a party, and the consummation by each of them of the transactions contemplated thereby, do not and will not violate any law, statute, rule, or regulation of the State of Texas, the State of Delaware, the State of New York, or the federal laws of the United States that, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents and that are known to us to be applicable to CBR, CBR Manager, or Solstice Holdings in connection with the transactions contemplated thereby.

No consent, approval, authorization, order, license, permit, or action of, or filing, recording, or registration with, any court, governmental authority, legislative body, or regulatory agency or body is required for the execution, delivery, and performance by CBR, CBR Manager, or Solstice Holdings of the Transaction Documents to which each is a party, or for the consummation by each of them of the transactions contemplated thereby, except:

(a) filings that have already been made as of the date hereof, including the filing of the Certificates of Formation of CBR Manager and Solstice Holdings with the Secretary of State of the State of Delaware;

(b) the filing of UCC-1 financing statements in connection with the Pledge Agreement, which filings are to be made in the Office of the Secretary of State of the State of Delaware promptly following the closing on the date hereof;

(c) filings required under the Internal Revenue Code of 1986, as amended (the "Code"), in connection with the elections to transfer specified credit portions pursuant to Section 6418 of the Code, which filings are required to be made with the applicable federal income tax returns for the relevant taxable year;

(d) such filings, consents, approvals, authorizations, and actions as may be required under applicable federal and state securities laws, as to which we express no opinion herein; and

(e) such filings, consents, approvals, authorizations, and actions as may have already been obtained or made and remain in full force and effect as of the date hereof.

E.3 — Material Agreements

The execution, delivery, and performance by CBR, CBR Manager, and Solstice Holdings of the Transaction Documents to which each is a party, and the consummation by each of them of the transactions contemplated thereby, do not and will not (a) result in a breach of, (b) constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, (c) result in the acceleration of any obligations under, (d) create in any party the right to accelerate, terminate, modify, or cancel any obligation under, or (e) require any notice, consent, waiver, or approval under, any material agreement, contract, indenture, mortgage, deed of trust, note, bond, instrument, lease, license, or other obligation to which CBR, CBR Manager, or Solstice Holdings is a party or by which any of their respective properties or assets are bound or affected, in each case that has been disclosed to us or that we have identified in our review of the documents and instruments described in Section III above.

Without limiting the generality of the foregoing, we confirm that the execution, delivery, and performance of the Transaction Documents do not result in any violation of, breach of, or default under, and do not conflict with the terms or provisions of:

(i) the Construction Loan Facility Agreement (ONB-PF-2022-0341), dated as of November 18, 2022, between CBR (and certain of its subsidiaries) and Osprey National Bank, N.A., as administrative agent and sole lender, as amended to date (Osprey National Bank, N.A. having provided its consent to the transactions contemplated by the Transaction Documents and having entered into the Intercreditor Agreement on the date hereof);

(ii) the Back-Leverage Term Loan Facility Agreement (ONB-PF-2023-0587), dated as of December 8, 2023, between CBR Solstice Manager, LLC and Osprey National Bank, N.A., as lender (such agreement having been entered into as part of the transactions contemplated by the Transaction Documents);

(iii) the power purchase agreements between the applicable project companies (subsidiaries of Solstice Holdings) and Lone Star Grid Solutions, LLC, with respect to the Texas projects within the Solstice Portfolio;

(iv) the power purchase agreements between the applicable project companies (subsidiaries of Solstice Holdings) and Enchantment Power Cooperative, with respect to the New Mexico projects within the Solstice Portfolio; or

(v) the Master Engineering, Procurement, and Construction Agreement between CBR and Vasquez Brothers Construction, Inc., including all task orders issued thereunder with respect to the Solstice Portfolio projects.

E.4 — No Liens

The execution, delivery, and performance by CBR, CBR Manager, and Solstice Holdings of the Transaction Documents to which each is a party, and the consummation by each of them of the transactions contemplated thereby, do not and will not result in the creation or imposition of any lien, charge, pledge, security interest, or encumbrance of any kind upon any of the properties or assets of CBR, CBR Manager, or Solstice Holdings, other than:

(a) liens and security interests created pursuant to the Transaction Documents, including the pledge by CBR Manager of its membership interest in Solstice Holdings in favor of Osprey National Bank, N.A. pursuant to the Pledge Agreement; and

(b) liens and security interests existing as of the date hereof under the Construction Loan Facility Agreement (ONB-PF-2022-0341) with Osprey National Bank, N.A., to the extent disclosed in the Transaction Documents and the UCC lien search results reviewed by us.

VI. Qualifications and Limitations

The opinions expressed herein are subject to the following qualifications, limitations, and exceptions:

A. Scope of Law Covered

The opinions set forth herein are limited 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.) (to the extent applicable to the organizational matters addressed herein), the Texas Business Organizations Code (Vernon's Texas Codes Annotated), and applicable federal laws of the United States, in each case as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of New Mexico, notwithstanding that two of the seven projects within the Solstice Portfolio are located in the State of New Mexico. We further express no opinion as to the laws of any municipality, county, or other local governmental jurisdiction within any state.

We note that separate tax opinion letters have been delivered on the date hereof to Ridgeline Capital Partners, LLC and Pinehurst Insurance Group, Inc., respectively, by our tax group and by Muldoon Thackeray CPAs LLP, addressing the federal income tax consequences of the transactions contemplated by the Transaction Documents. No opinion is rendered herein as to any tax matters, including, without limitation, any matters relating to the availability, eligibility, amount, or transferability of any tax credits under the Code, the proper classification of any entity for federal income tax purposes, or the proper allocation of income, gain, loss, deduction, or credit among the members of the Partnership.

B. Specific Qualifications

Without limiting the generality of the foregoing, we express no opinion as to:

(a) federal or state securities laws, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any state "blue sky" laws or regulations;

(b) federal or state environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, and any analogous state environmental statutes, or any rules or regulations promulgated thereunder;

(c) federal or state energy regulatory laws, including the Federal Power Act, the Public Utility Regulatory Policies Act, the Federal Energy Regulatory Commission regulations, and any state public utility or energy regulatory statutes, or any rules, regulations, orders, or tariffs of the Electric Reliability Council of Texas (ERCOT), the Ostrander Partners LLC (Northgate Corporation), or the Western Electricity Coordinating Council (WECC), or any requirements relating to interconnection, wheeling, transmission, or distribution of electric energy;

(d) federal or state antitrust or competition laws, including the Sherman Act, the Clayton Act, and the Hart-Scott-Rodino Antitrust Improvements Act, or any analogous state antitrust statutes;

(e) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any pension, employee benefit, or similar laws;

(f) patent, trademark, copyright, trade secret, or other intellectual property laws;

(g) compliance with prevailing wage and apprenticeship requirements under Sections 45(b)(7) and 45(b)(8) of the Code (or analogous requirements under Section 48 or Section 48E of the Code), which matters are addressed in the separate tax opinion letters delivered on the date hereof; or

(h) the financial condition, solvency, or creditworthiness of any party to the Transaction Documents, including CBR, CBR Manager, or Solstice Holdings.

Our enforceability opinions are subject to the further qualification that certain provisions of the Transaction Documents may be rendered unenforceable in whole or in part under applicable law, but such unenforceability would not, in our opinion, render the Transaction Documents invalid as a whole or substantially deprive the addressees of the practical benefits intended to be provided by the Transaction Documents. Without limiting the generality of the foregoing, we note that: (i) certain indemnification, contribution, and exculpation provisions may be limited by applicable law or public policy; (ii) certain waivers of rights, defenses, or remedies may be unenforceable; (iii) provisions purporting to establish evidentiary standards or to shift the burden of proof may not be enforceable; (iv) provisions relating to liquidated damages may be unenforceable if a court determines such amounts to be penalties; and (v) provisions providing for the payment of attorneys' fees may be subject to reduction by a court.

Our opinion with respect to the good standing of each of CBR, CBR Manager, and Solstice Holdings is based solely upon the certificates issued by the applicable Secretaries of State of the State of Texas and the State of Delaware, respectively, and speaks only as of the date of such certificates. We have made no independent investigation regarding the good standing of any Opinion Party, and we express no opinion with respect to the good standing of any Opinion Party in any jurisdiction other than its jurisdiction of organization.

Our opinions regarding Uniform Commercial Code matters are limited to the results of searches conducted in the Office of the Secretary of State of the State of Delaware (with respect to CBR Manager and Solstice Holdings) and the Office of the Secretary of State of the State of Texas (with respect to CBR), and are subject to the inherent limitations and qualifications of such searches, including the possibility that certain filings may not have been indexed or may not appear in search results due to processing delays, errors, or similar factors.

C. Choice of Law / Forum

We note that certain of the Transaction Documents contain choice-of-law provisions designating the laws of the State of New York as the governing law (applicable to the TCPA, Tax Indemnity Agreement, CCA, Purchase Option Agreement, Escrow Agreement, Intercreditor Agreement, and Pledge Agreement), and the LLCA contains a choice-of-law provision designating the laws of the State of Delaware as the governing law with respect to entity governance matters. We express no opinion as to whether a court of competent jurisdiction would honor such choice-of-law provisions under applicable conflicts-of-law principles, including any mandatory rules or public policies of any jurisdiction that might override such choice-of-law provisions. We note, however, that New York General Obligations Law § 5-1401 generally permits parties to contractual obligations involving aggregate consideration of not less than $250,000 to choose New York law as the governing law, and we have no reason to believe that such statute would not be applicable to the Transaction Documents designating New York law as the governing law.

We similarly express no opinion as to the enforceability of any forum selection clause or jury trial waiver contained in the Transaction Documents, except to note that New York law generally upholds forum selection clauses in commercial agreements negotiated at arm's length among sophisticated parties.

D. No Duty to Update

This opinion is rendered solely as of the date hereof and speaks only as of the date hereof. We assume no obligation, and hereby expressly disclaim any 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 law (including, without limitation, any changes in statutory law, case law, or administrative interpretation) that may hereafter occur, whether or not such changes are retroactive in effect. No inference should be drawn from our rendering of this opinion that we have any ongoing duty to monitor the transactions contemplated by the Transaction Documents or the continued accuracy of the facts, representations, or assumptions upon which this opinion is based.

VII. Reliance and Benefit

This opinion is rendered solely for the benefit of the addressees hereof — namely, Ridgeline Capital Partners, LLC, Pinehurst Insurance Group, Inc., and Osprey National Bank, N.A. — and their respective successors and permitted assigns, in each case solely in connection with the transactions contemplated by the Transaction Documents. This opinion may not be relied upon by any other person or entity for any purpose without our prior written consent.

This opinion may not be quoted or referred to in any document or communication, or filed with any governmental authority, agency, or instrumentality, in each case without our prior written consent, except as may be required by applicable law, rule, or regulation, or as may be required in connection with any examination or audit by any governmental or regulatory authority having jurisdiction over any addressee hereof.

Notwithstanding the foregoing, this opinion may be delivered to (a) successors and assigns of Ridgeline Capital Partners, LLC's membership interest in Solstice Holdings, LLC, subject in all cases to compliance with the transfer restrictions set forth in Article XI of the LLCA, (b) participants in the back-leverage loan facility provided by Osprey National Bank, N.A. under the Back-Leverage Term Loan Facility Agreement (ONB-PF-2023-0587), and (c) any nationally recognized rating agency rating any securities backed or supported by the back-leverage loan or the tax-equity investment, in each case solely for informational purposes and without any right of reliance unless we have provided a separate reliance letter in writing.

VIII. Closing

We appreciate the confidence placed in us by the Opinion Parties and the addressees in connection with the transactions described herein. Should you have any questions regarding this opinion or require any additional information, please do not hesitate to contact the undersigned at (212) 558-4127.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Cross, Partner

Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4127

Email: lcross@calderwoodharkness.com

cc: Marcus Calloway, Chairman & CEO, Calloway-Briggs Renewables Inc. Theo Vasquez, CFO, Calloway-Briggs Renewables Inc. Sarah Pemberton, General Counsel, Calloway-Briggs Renewables Inc. Whitfield & Carr LLP (counsel to Ridgeline Capital Partners, LLC) Quelston Phelps LLP (counsel to Pinehurst Insurance Group, Inc.) Tarvick & Tillman LLP (counsel to Osprey National Bank, N.A.)

CALDERWOOD & HARKNESS LLP Attorneys at Law
CALDERWOOD & HARKNESS LLP 600 Lexington Avenue New York, New York 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
December 8, 2023
Matter No.: 1015-00005
Ridgeline Capital Partners, LLC 390 Park Avenue, 22nd Floor New York, New York 10022
Pinehurst Insurance Group, Inc. 175 Constitution Plaza Hartford, Connecticut 06103
Osprey National Bank, N.A. 300 Madison Avenue New York, New York 10017
Re: Tax-Equity Investment and Transferable Tax Credit Financing of the Solstice Portfolio — Legal Opinion re: Due Authorization, Enforceability, and No Conflicts
Ladies and Gentlemen:
I. Introduction and Role
We have acted as counsel to Calloway-Briggs Renewables Inc., a Texas corporation ("CBR"), CBR Solstice Manager, LLC, a Delaware limited liability company and a wholly owned subsidiary of CBR ("CBR Manager"), and Solstice Holdings, LLC, a Delaware limited liability company (the "Partnership" and, together with CBR and CBR Manager, collectively the "Opinion Parties"), in connection with the transactions contemplated by the Transaction Documents (as defined below). We are rendering this opinion letter at the request of the Opinion Parties in connection with the closing, on the date hereof, of the tax-equity investment and transferable tax credit financing transactions related to the portfolio of seven utility-scale solar energy projects known collectively as the "Solstice Portfolio."
This opinion is delivered pursuant to the requirements of (i) Section 8.02(b)(iii) of the Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, dated as of September 21, 2023 (the "LLCA"), (ii) Section 6.01(d)(ii) of the Tax Credit Purchase Agreement, dated as of September 21, 2023 (the "TCPA"), (iii) Section 5.01(c)(iv) of the Capital Contribution Agreement, dated as of September 21, 2023 (the "CCA"), and (iv) Section 4.03(a)(vi) of the Back-Leverage Intercreditor and Consent Agreement, dated as of December 8, 2023 (the "Intercreditor Agreement"). This opinion is being delivered to each of the addressees identified above on the date hereof, which is the closing date of the transactions contemplated by the Transaction Documents.
II. Transaction Documents Defined
As used herein, the term "Transaction Documents" means, collectively, the following agreements, instruments, and documents:
1.  Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, dated as of September 21, 2023, by and among CBR Solstice Manager, LLC, as Managing Member, and Ridgeline Capital Partners, LLC, as Tax-Equity Member (the "LLCA");
2.  Tax Credit Purchase Agreement, dated as of September 21, 2023, between Calloway-Briggs Renewables Inc., as Seller, and Pinehurst Insurance Group, Inc., as Buyer (the "TCPA");
3.  Capital Contribution Agreement, dated as of September 21, 2023, by and among Ridgeline Capital Partners, LLC, as Tax-Equity Investor, and Solstice Holdings, LLC, as the Partnership (the "CCA");
4.  Tax Indemnity Agreement, dated as of September 21, 2023, from Calloway-Briggs Renewables Inc. in favor of Pinehurst Insurance Group, Inc. (the "Tax Indemnity Agreement");
5.  Purchase Option Agreement, dated as of September 21, 2023, by and among CBR Solstice Manager, LLC, as Optionee, and Ridgeline Capital Partners, LLC, as Optionor (the "Purchase Option Agreement");
6.  Escrow Agreement, dated as of September 21, 2023, by and among Calloway-Briggs Renewables Inc., Ridgeline Capital Partners, LLC, Pinehurst Insurance Group, Inc., and Clearwater Escrow Services, Inc., as Escrow Agent (the "Escrow Agreement");
7.  Intercompany Contribution Agreement, dated as of September 21, 2023, between Calloway-Briggs Renewables Inc. and Solstice Holdings, LLC (the "Intercompany Contribution Agreement");
8.  Back-Leverage Intercreditor and Consent Agreement, dated as of December 8, 2023, by and among Osprey National Bank, N.A., as Lender, Ridgeline Capital Partners, LLC, as Tax-Equity Member, and Calloway-Briggs Renewables Inc., as Sponsor (the "Intercreditor Agreement");
9.  Pledge Agreement, dated as of December 8, 2023, from CBR Solstice Manager, LLC, as Pledgor, in favor of Osprey National Bank, N.A., as Secured Party (the "Pledge Agreement"); and
10.  Partnership Representative Designation and Tax Matters Agreement, dated as of September 21, 2023, by and among CBR Solstice Manager, LLC, Ridgeline Capital Partners, LLC, and Solstice Holdings, LLC (the "Tax Matters Agreement").
The foregoing agreements, instruments, and documents are referred to herein collectively as the "Transaction Documents."
III. Documents Examined
In rendering the opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, records, certificates, and instruments:
1.  The Articles of Incorporation of Calloway-Briggs Renewables Inc., as filed with the Texas Secretary of State (TX SOS File No. 803762114), together with all amendments thereto as currently in effect;
2.  The Bylaws of Calloway-Briggs Renewables Inc., as amended to date and currently in effect;
3.  The Certificate of Formation of CBR Solstice Manager, LLC, as filed with the Secretary of State of the State of Delaware on August 14, 2023;
4.  The Limited Liability Company Agreement of CBR Solstice Manager, LLC (sole member: Calloway-Briggs Renewables Inc.; EIN: 88-4071597), as currently in effect;
5.  The Certificate of Formation of Solstice Holdings, LLC, as filed with the Secretary of State of the State of Delaware on August 14, 2023 (EIN: 88-4071523);
6.  The LLCA and each of the other Transaction Documents listed in Section II above, including all schedules, exhibits, annexes, and ancillary documents thereto;
7.  Resolutions of the Board of Directors of Calloway-Briggs Renewables Inc. dated September 15, 2023, authorizing the execution, delivery, and performance by CBR of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby, together with supplemental resolutions dated December 4, 2023, authorizing the execution, delivery, and performance of the Intercreditor Agreement and certain ancillary closing documents;
8.  The written consent of Calloway-Briggs Renewables Inc., as sole member of CBR Solstice Manager, LLC, dated September 15, 2023, authorizing the execution, delivery, and performance by CBR Manager of the Transaction Documents to which it is a party, together with a supplemental written consent dated December 4, 2023, authorizing the execution, delivery, and performance of the Pledge Agreement and certain ancillary closing documents;
9.  The written consent of CBR Solstice Manager, LLC, as Managing Member of Solstice Holdings, LLC, dated September 15, 2023, authorizing the execution, delivery, and performance by the Partnership of the Transaction Documents to which it is a party;
10.  Secretary's Certificate of Calloway-Briggs Renewables Inc. dated December 8, 2023, certifying, among other things, the incumbency and signatures of the officers of CBR authorized to execute and deliver the Transaction Documents, the completeness and accuracy of the Articles of Incorporation, Bylaws, and Board resolutions delivered to us, and other customary matters;
11.  Secretary's Certificate of CBR Solstice Manager, LLC dated December 8, 2023, certifying, among other things, the authorization and incumbency of the persons authorized to execute and deliver the Transaction Documents on behalf of CBR Manager, the completeness and accuracy of the Certificate of Formation and LLC Agreement of CBR Manager and the member consents delivered to us, and other customary matters;
12.  Officer's Closing Certificate of Calloway-Briggs Renewables Inc. dated December 8, 2023, signed by Theo Vasquez, Chief Financial Officer of CBR, certifying the accuracy of certain representations and warranties and the satisfaction of certain closing conditions;
13.  The following good standing certificates, each dated within ten (10) days of the date hereof:
(a) Certificate of Existence with respect to Calloway-Briggs Renewables Inc. issued by the Secretary of State of the State of Texas;
(b) Certificate of Good Standing with respect to CBR Solstice Manager, LLC issued by the Secretary of State of the State of Delaware; and
(c) Certificate of Good Standing with respect to Solstice Holdings, LLC issued by the Secretary of State of the State of Delaware;
14.  Results of Uniform Commercial Code lien searches conducted with respect to (a) Calloway-Briggs Renewables Inc. in the Office of the Secretary of State of the State of Texas, (b) CBR Solstice Manager, LLC in the Office of the Secretary of State of the State of Delaware, and (c) Solstice Holdings, LLC in the Office of the Secretary of State of the State of Delaware, in each case current as of a date within five (5) business days of the date hereof;
15.  The Construction Loan Facility Agreement (ONB-PF-2022-0341), dated as of November 18, 2022, between Calloway-Briggs Renewables Inc. (and certain of its subsidiaries) and Osprey National Bank, N.A., as administrative agent and sole lender, together with all amendments and modifications thereto;
16.  The Back-Leverage Term Loan Facility Agreement (ONB-PF-2023-0587), dated as of December 8, 2023, between CBR Solstice Manager, LLC and Osprey National Bank, N.A., as lender; and
17.  Such other documents, records, certificates, agreements, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of this opinion.
IV. Assumptions
In rendering the opinions set forth herein, we have assumed, without independent investigation or verification, the following:
1.  Genuineness of Signatures. All signatures on documents and instruments examined by us (other than the signatures of individuals acting on behalf of CBR, CBR Manager, and Solstice Holdings) are genuine, and all natural persons signing such documents and instruments had legal capacity to do so at the time of signing.
2.  Authenticity and Completeness. All documents submitted to us as originals are authentic and complete, and all documents submitted to us as copies are true and complete copies of the originals thereof. All documents, certificates, and instruments reviewed by us are complete and have not been amended, modified, supplemented, or superseded except as described therein or as otherwise disclosed to us in writing.
3.  Organization and Good Standing of Other Parties. Each party to the Transaction Documents (other than CBR, CBR Manager, and Solstice Holdings) is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization. Each such party has the requisite organizational power and authority to own its properties and to carry on its business as currently conducted, and is duly qualified and in good standing in each jurisdiction where the nature of its business or its ownership of properties requires such qualification.
4.  Authority of Other Parties. Each party to the Transaction Documents (other than CBR, CBR Manager, and Solstice Holdings) has the requisite power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party, and all necessary organizational action (including any required shareholder, member, partner, or board approvals) has been taken by each such party to authorize such execution, delivery, and performance.
5.  Binding Obligations of Other Parties. The Transaction Documents constitute legal, valid, and binding obligations of each party thereto (other than CBR, CBR Manager, and Solstice Holdings, with respect to which we opine in Section V below), enforceable against each such party in accordance with their respective terms, subject to the same enforceability exceptions described in our enforceability opinion below.
6.  Accuracy of Representations and Warranties. All factual representations and warranties made by CBR, CBR Manager, and Solstice Holdings in the Transaction Documents and in the Officer's Closing Certificate delivered to us are true, correct, and complete in all material respects as of the date hereof. We have not undertaken any independent investigation to confirm the accuracy of such representations and warranties.
7.  No Undisclosed Agreements. No agreements, instruments, understandings, arrangements, or undertakings exist (whether oral or written) that would affect, modify, supplement, or contradict the terms of the Transaction Documents or the opinions expressed herein, other than those that have been disclosed to us in writing or that are contained in the Transaction Documents themselves.
8.  Future Filings. All filings, recordings, registrations, and publications identified in the Transaction Documents as being required to be made in the future will in fact be made when and as required by the terms of the Transaction Documents and applicable law.
9.  Delivery and Payment. The consideration described in the Transaction Documents has been or will be given in accordance with the terms thereof, and all closing deliveries contemplated by the Transaction Documents have been made or will be made substantially concurrently with the delivery of this opinion.
10.  No Fraud or Duress. None of the Transaction Documents was entered into by any party thereto under fraud, duress, mistake, undue influence, or any other circumstance that would render any such document voidable.
V. Opinions
Based upon the foregoing and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:
A. Due Organization and Good Standing
A.1 — Calloway-Briggs Renewables Inc. (Texas Corporation)
Calloway-Briggs Renewables Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Texas. CBR has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as currently conducted, including the development, construction, ownership, and operation of utility-scale solar energy generation facilities. CBR maintains its principal executive offices at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056. CBR's registered agent for service of process in the State of Texas is CT Statutory Services, 1999 Bryan Street, Suite 900, Dallas, Texas 75201. CBR's federal Employer Identification Number is 84-3291076, and its file number with the Texas Secretary of State is 803762114. Our opinion as to the good standing of CBR is based solely upon, and is limited to, the Certificate of Existence issued by the Secretary of State of the State of Texas, dated within ten (10) days of the date hereof.
A.2 — CBR Solstice Manager, LLC (Delaware Limited Liability Company — Disregarded Entity)
CBR Solstice Manager, LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. CBR Manager has all requisite limited liability company power and authority to act as the Managing Member of Solstice Holdings, LLC, to execute, deliver, and perform the Transaction Documents to which it is a party, and to carry on its business as currently conducted. CBR Manager was formed on August 14, 2023, by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware. Calloway-Briggs Renewables Inc. is the sole member of CBR Manager. CBR Manager's federal Employer Identification Number is 88-4071597. CBR Manager is treated as a disregarded entity for federal income tax purposes pursuant to Treasury Regulation § 301.7701-3. Our opinion as to the good standing of CBR Manager is based solely upon, and is limited to, the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated within ten (10) days of the date hereof.
A.3 — Solstice Holdings, LLC (Delaware Limited Liability Company — Partnership)
Solstice Holdings, LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. The Partnership has all requisite limited liability company power and authority to own, lease, and operate its properties and assets, to hold one hundred percent (100%) of the membership interests in the seven project companies comprising the Solstice Portfolio, and to carry on its business as currently conducted. The Partnership was formed on August 14, 2023, by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware. The registered agent of the Partnership for service of process in the State of Delaware is Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Partnership's federal Employer Identification Number is 88-4071523. The Partnership is classified as a partnership for federal income tax purposes. The members of the Partnership are CBR Solstice Manager, LLC, as Managing Member, and Ridgeline Capital Partners, LLC, as Tax-Equity Member. Our opinion as to the good standing of the Partnership is based solely upon, and is limited to, the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated within ten (10) days of the date hereof.
B. Power and Authority; Due Authorization
B.1 — Calloway-Briggs Renewables Inc.
Calloway-Briggs Renewables Inc. has all requisite corporate power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the TCPA, the Tax Indemnity Agreement, the Escrow Agreement, the Intercompany Contribution Agreement, and the Intercreditor Agreement. The execution, delivery, and performance of the Transaction Documents by CBR have been duly authorized by all necessary corporate action on the part of CBR, including approval by the Board of Directors of CBR at meetings duly called and held (or by written consent in lieu thereof) at which a quorum was present and acting throughout. No approval of the stockholders of CBR is required under applicable law, CBR's Articles of Incorporation, or CBR's Bylaws for the execution, delivery, or performance by CBR of any of the Transaction Documents or the consummation by CBR of the transactions contemplated thereby. In rendering this opinion, we have reviewed and relied upon the resolutions of the Board of Directors of CBR, as certified in the Secretary's Certificate of CBR dated December 8, 2023.
B.2 — CBR Solstice Manager, LLC
CBR Solstice Manager, LLC has all requisite limited liability company power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the LLCA, the Purchase Option Agreement, the Tax Matters Agreement, and the Pledge Agreement. The execution, delivery, and performance of the Transaction Documents by CBR Manager have been duly authorized by all necessary limited liability company action on the part of CBR Manager, including the written consent of Calloway-Briggs Renewables Inc. as the sole member of CBR Manager. No other member or managerial approval is required under applicable law, CBR Manager's Certificate of Formation, or CBR Manager's Limited Liability Company Agreement for the execution, delivery, or performance by CBR Manager of any of the Transaction Documents or the consummation by CBR Manager of the transactions contemplated thereby. In rendering this opinion, we have reviewed and relied upon the written member consent, as certified in the Secretary's Certificate of CBR Manager dated December 8, 2023.
B.3 — Solstice Holdings, LLC
Solstice Holdings, LLC has all requisite limited liability company power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the LLCA, the CCA, and the Escrow Agreement. The execution, delivery, and performance of the Transaction Documents by the Partnership have been duly authorized by all necessary limited liability company action on the part of the Partnership, including the written consent of CBR Solstice Manager, LLC as Managing Member of the Partnership and by the execution of the LLCA by both members of the Partnership (CBR Manager and Ridgeline Capital Partners, LLC). No additional member approvals beyond those already obtained are required under applicable law, the Partnership's Certificate of Formation, or the LLCA for the execution, delivery, or performance by the Partnership of any of the Transaction Documents or the consummation by the Partnership of the transactions contemplated thereby.
C. Execution and Delivery
Each of the Transaction Documents to which CBR, CBR Manager, or Solstice Holdings is a party has been duly executed and delivered by or on behalf of such entity by persons authorized to execute and deliver such documents. Without limiting the generality of the foregoing, the Transaction Documents to which CBR is a party have been executed by Marcus Calloway, in his capacity as Chairman and Chief Executive Officer of CBR, and/or by Theo Vasquez, in his capacity as Chief Financial Officer of CBR, each of whom was duly authorized to execute and deliver such documents on behalf of CBR as of the dates of execution and delivery thereof, as confirmed by the resolutions of the Board of Directors of CBR and the Secretary's Certificate of CBR reviewed by us. The Transaction Documents to which CBR Manager is a party have been executed by the authorized representative of CBR Manager designated in the written consent of CBR as sole member of CBR Manager, as confirmed by the Secretary's Certificate of CBR Manager reviewed by us. The Transaction Documents to which Solstice Holdings is a party have been executed by CBR Solstice Manager, LLC, acting in its capacity as Managing Member of the Partnership, through its authorized representatives, as confirmed by the written consents and Secretary's Certificates reviewed by us.
D. Enforceability.  Each of the Transaction Documents to which CBR, CBR Manager, or Solstice Holdings is a party constitutes a legal, valid, and binding obligation of such entity, enforceable against such entity in accordance with its respective terms; provided, however, that the foregoing opinion is subject to and qualified by the following:
(a) the effect of applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws now or hereafter in effect affecting or relating to creditors' rights generally;
(b) the effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforcement is sought in a proceeding in equity or at law; and
(c) the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether such remedies are sought in a proceeding in equity or at law.
We note for the benefit of the addressees that the LLCA is governed by the laws of the State of Delaware with respect to matters of entity governance and the internal affairs of the Partnership. The TCPA, Tax Indemnity Agreement, CCA, Purchase Option Agreement, Escrow Agreement, Intercreditor Agreement, and Pledge Agreement are governed by the laws of the State of New York, without regard to its conflict-of-laws principles (except to the extent that such principles are specifically made applicable by the Transaction Documents). The Tax Matters Agreement and Intercompany Contribution Agreement are governed by the laws of the State of New York to the extent set forth therein.
E. No Conflicts
E.1 — Organizational Documents
The execution, delivery, and performance by CBR, CBR Manager, and Solstice Holdings of the Transaction Documents to which each is a party, and the consummation by each of them of the transactions contemplated thereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of, (b) constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or (c) give rise to any right of termination, cancellation, acceleration, or modification of, any provision of:
(i) the Articles of Incorporation or Bylaws of Calloway-Briggs Renewables Inc., each as currently in effect;
(ii) the Certificate of Formation or Limited Liability Company Agreement of CBR Solstice Manager, LLC, each as currently in effect; or
(iii) the Certificate of Formation of Solstice Holdings, LLC or the LLCA, each as currently in effect.
E.2 — Applicable Law
The execution, delivery, and performance by CBR, CBR Manager, and Solstice Holdings of the Transaction Documents to which each is a party, and the consummation by each of them of the transactions contemplated thereby, do not and will not violate any law, statute, rule, or regulation of the State of Texas, the State of Delaware, the State of New York, or the federal laws of the United States that, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents and that are known to us to be applicable to CBR, CBR Manager, or Solstice Holdings in connection with the transactions contemplated thereby.
No consent, approval, authorization, order, license, permit, or action of, or filing, recording, or registration with, any court, governmental authority, legislative body, or regulatory agency or body is required for the execution, delivery, and performance by CBR, CBR Manager, or Solstice Holdings of the Transaction Documents to which each is a party, or for the consummation by each of them of the transactions contemplated thereby, except:
(a) filings that have already been made as of the date hereof, including the filing of the Certificates of Formation of CBR Manager and Solstice Holdings with the Secretary of State of the State of Delaware;
(b) the filing of UCC-1 financing statements in connection with the Pledge Agreement, which filings are to be made in the Office of the Secretary of State of the State of Delaware promptly following the closing on the date hereof;
(c) filings required under the Internal Revenue Code of 1986, as amended (the "Code"), in connection with the elections to transfer specified credit portions pursuant to Section 6418 of the Code, which filings are required to be made with the applicable federal income tax returns for the relevant taxable year;
(d) such filings, consents, approvals, authorizations, and actions as may be required under applicable federal and state securities laws, as to which we express no opinion herein; and
(e) such filings, consents, approvals, authorizations, and actions as may have already been obtained or made and remain in full force and effect as of the date hereof.
E.3 — Material Agreements
The execution, delivery, and performance by CBR, CBR Manager, and Solstice Holdings of the Transaction Documents to which each is a party, and the consummation by each of them of the transactions contemplated thereby, do not and will not (a) result in a breach of, (b) constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, (c) result in the acceleration of any obligations under, (d) create in any party the right to accelerate, terminate, modify, or cancel any obligation under, or (e) require any notice, consent, waiver, or approval under, any material agreement, contract, indenture, mortgage, deed of trust, note, bond, instrument, lease, license, or other obligation to which CBR, CBR Manager, or Solstice Holdings is a party or by which any of their respective properties or assets are bound or affected, in each case that has been disclosed to us or that we have identified in our review of the documents and instruments described in Section III above.
Without limiting the generality of the foregoing, we confirm that the execution, delivery, and performance of the Transaction Documents do not result in any violation of, breach of, or default under, and do not conflict with the terms or provisions of:
(i) the Construction Loan Facility Agreement (ONB-PF-2022-0341), dated as of November 18, 2022, between CBR (and certain of its subsidiaries) and Osprey National Bank, N.A., as administrative agent and sole lender, as amended to date (Osprey National Bank, N.A. having provided its consent to the transactions contemplated by the Transaction Documents and having entered into the Intercreditor Agreement on the date hereof);
(ii) the Back-Leverage Term Loan Facility Agreement (ONB-PF-2023-0587), dated as of December 8, 2023, between CBR Solstice Manager, LLC and Osprey National Bank, N.A., as lender (such agreement having been entered into as part of the transactions contemplated by the Transaction Documents);
(iii) the power purchase agreements between the applicable project companies (subsidiaries of Solstice Holdings) and Lone Star Grid Solutions, LLC, with respect to the Texas projects within the Solstice Portfolio;
(iv) the power purchase agreements between the applicable project companies (subsidiaries of Solstice Holdings) and Enchantment Power Cooperative, with respect to the New Mexico projects within the Solstice Portfolio; or
(v) the Master Engineering, Procurement, and Construction Agreement between CBR and Vasquez Brothers Construction, Inc., including all task orders issued thereunder with respect to the Solstice Portfolio projects.
E.4 — No Liens
The execution, delivery, and performance by CBR, CBR Manager, and Solstice Holdings of the Transaction Documents to which each is a party, and the consummation by each of them of the transactions contemplated thereby, do not and will not result in the creation or imposition of any lien, charge, pledge, security interest, or encumbrance of any kind upon any of the properties or assets of CBR, CBR Manager, or Solstice Holdings, other than:
(a) liens and security interests created pursuant to the Transaction Documents, including the pledge by CBR Manager of its membership interest in Solstice Holdings in favor of Osprey National Bank, N.A. pursuant to the Pledge Agreement; and
(b) liens and security interests existing as of the date hereof under the Construction Loan Facility Agreement (ONB-PF-2022-0341) with Osprey National Bank, N.A., to the extent disclosed in the Transaction Documents and the UCC lien search results reviewed by us.
VI. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications, limitations, and exceptions:
A. Scope of Law Covered
The opinions set forth herein are limited 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.) (to the extent applicable to the organizational matters addressed herein), the Texas Business Organizations Code (Vernon's Texas Codes Annotated), and applicable federal laws of the United States, in each case as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of New Mexico, notwithstanding that two of the seven projects within the Solstice Portfolio are located in the State of New Mexico. We further express no opinion as to the laws of any municipality, county, or other local governmental jurisdiction within any state.
We note that separate tax opinion letters have been delivered on the date hereof to Ridgeline Capital Partners, LLC and Pinehurst Insurance Group, Inc., respectively, by our tax group and by Muldoon Thackeray CPAs LLP, addressing the federal income tax consequences of the transactions contemplated by the Transaction Documents. No opinion is rendered herein as to any tax matters, including, without limitation, any matters relating to the availability, eligibility, amount, or transferability of any tax credits under the Code, the proper classification of any entity for federal income tax purposes, or the proper allocation of income, gain, loss, deduction, or credit among the members of the Partnership.
B. Specific Qualifications
Without limiting the generality of the foregoing, we express no opinion as to:
(a) federal or state securities laws, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any state "blue sky" laws or regulations;
(b) federal or state environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, and any analogous state environmental statutes, or any rules or regulations promulgated thereunder;
(c) federal or state energy regulatory laws, including the Federal Power Act, the Public Utility Regulatory Policies Act, the Federal Energy Regulatory Commission regulations, and any state public utility or energy regulatory statutes, or any rules, regulations, orders, or tariffs of the Electric Reliability Council of Texas (ERCOT), the Ostrander Partners LLC (Northgate Corporation), or the Western Electricity Coordinating Council (WECC), or any requirements relating to interconnection, wheeling, transmission, or distribution of electric energy;
(d) federal or state antitrust or competition laws, including the Sherman Act, the Clayton Act, and the Hart-Scott-Rodino Antitrust Improvements Act, or any analogous state antitrust statutes;
(e) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any pension, employee benefit, or similar laws;
(f) patent, trademark, copyright, trade secret, or other intellectual property laws;
(g) compliance with prevailing wage and apprenticeship requirements under Sections 45(b)(7) and 45(b)(8) of the Code (or analogous requirements under Section 48 or Section 48E of the Code), which matters are addressed in the separate tax opinion letters delivered on the date hereof; or
(h) the financial condition, solvency, or creditworthiness of any party to the Transaction Documents, including CBR, CBR Manager, or Solstice Holdings.
Our enforceability opinions are subject to the further qualification that certain provisions of the Transaction Documents may be rendered unenforceable in whole or in part under applicable law, but such unenforceability would not, in our opinion, render the Transaction Documents invalid as a whole or substantially deprive the addressees of the practical benefits intended to be provided by the Transaction Documents. Without limiting the generality of the foregoing, we note that: (i) certain indemnification, contribution, and exculpation provisions may be limited by applicable law or public policy; (ii) certain waivers of rights, defenses, or remedies may be unenforceable; (iii) provisions purporting to establish evidentiary standards or to shift the burden of proof may not be enforceable; (iv) provisions relating to liquidated damages may be unenforceable if a court determines such amounts to be penalties; and (v) provisions providing for the payment of attorneys' fees may be subject to reduction by a court.
Our opinion with respect to the good standing of each of CBR, CBR Manager, and Solstice Holdings is based solely upon the certificates issued by the applicable Secretaries of State of the State of Texas and the State of Delaware, respectively, and speaks only as of the date of such certificates. We have made no independent investigation regarding the good standing of any Opinion Party, and we express no opinion with respect to the good standing of any Opinion Party in any jurisdiction other than its jurisdiction of organization.
Our opinions regarding Uniform Commercial Code matters are limited to the results of searches conducted in the Office of the Secretary of State of the State of Delaware (with respect to CBR Manager and Solstice Holdings) and the Office of the Secretary of State of the State of Texas (with respect to CBR), and are subject to the inherent limitations and qualifications of such searches, including the possibility that certain filings may not have been indexed or may not appear in search results due to processing delays, errors, or similar factors.
C. Choice of Law / Forum
We note that certain of the Transaction Documents contain choice-of-law provisions designating the laws of the State of New York as the governing law (applicable to the TCPA, Tax Indemnity Agreement, CCA, Purchase Option Agreement, Escrow Agreement, Intercreditor Agreement, and Pledge Agreement), and the LLCA contains a choice-of-law provision designating the laws of the State of Delaware as the governing law with respect to entity governance matters. We express no opinion as to whether a court of competent jurisdiction would honor such choice-of-law provisions under applicable conflicts-of-law principles, including any mandatory rules or public policies of any jurisdiction that might override such choice-of-law provisions. We note, however, that New York General Obligations Law § 5-1401 generally permits parties to contractual obligations involving aggregate consideration of not less than $250,000 to choose New York law as the governing law, and we have no reason to believe that such statute would not be applicable to the Transaction Documents designating New York law as the governing law.
We similarly express no opinion as to the enforceability of any forum selection clause or jury trial waiver contained in the Transaction Documents, except to note that New York law generally upholds forum selection clauses in commercial agreements negotiated at arm's length among sophisticated parties.
D. No Duty to Update
This opinion is rendered solely as of the date hereof and speaks only as of the date hereof. We assume no obligation, and hereby expressly disclaim any 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 law (including, without limitation, any changes in statutory law, case law, or administrative interpretation) that may hereafter occur, whether or not such changes are retroactive in effect. No inference should be drawn from our rendering of this opinion that we have any ongoing duty to monitor the transactions contemplated by the Transaction Documents or the continued accuracy of the facts, representations, or assumptions upon which this opinion is based.
VII. Reliance and Benefit
This opinion is rendered solely for the benefit of the addressees hereof — namely, Ridgeline Capital Partners, LLC, Pinehurst Insurance Group, Inc., and Osprey National Bank, N.A. — and their respective successors and permitted assigns, in each case solely in connection with the transactions contemplated by the Transaction Documents. This opinion may not be relied upon by any other person or entity for any purpose without our prior written consent.
This opinion may not be quoted or referred to in any document or communication, or filed with any governmental authority, agency, or instrumentality, in each case without our prior written consent, except as may be required by applicable law, rule, or regulation, or as may be required in connection with any examination or audit by any governmental or regulatory authority having jurisdiction over any addressee hereof.
Notwithstanding the foregoing, this opinion may be delivered to (a) successors and assigns of Ridgeline Capital Partners, LLC's membership interest in Solstice Holdings, LLC, subject in all cases to compliance with the transfer restrictions set forth in Article XI of the LLCA, (b) participants in the back-leverage loan facility provided by Osprey National Bank, N.A. under the Back-Leverage Term Loan Facility Agreement (ONB-PF-2023-0587), and (c) any nationally recognized rating agency rating any securities backed or supported by the back-leverage loan or the tax-equity investment, in each case solely for informational purposes and without any right of reliance unless we have provided a separate reliance letter in writing.
VIII. Closing
We appreciate the confidence placed in us by the Opinion Parties and the addressees in connection with the transactions described herein. Should you have any questions regarding this opinion or require any additional information, please do not hesitate to contact the undersigned at (212) 558-4127.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross, Partner
Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4127
Email: lcross@calderwoodharkness.com
cc: Marcus Calloway, Chairman & CEO, Calloway-Briggs Renewables Inc. Theo Vasquez, CFO, Calloway-Briggs Renewables Inc. Sarah Pemberton, General Counsel, Calloway-Briggs Renewables Inc. Whitfield & Carr LLP (counsel to Ridgeline Capital Partners, LLC) Quelston Phelps LLP (counsel to Pinehurst Insurance Group, Inc.) Tarvick & Tillman LLP (counsel to Osprey National Bank, N.A.)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

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