1041-00003 · Solara Digital Infrastructure LP · Opinions

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

July 9, 2024

Cloudium Technologies plc 45 Broadwick Street London W1F 0DB United Kingdom

with a copy to:

Cloudium Technologies plc US Headquarters 600 Townsend Street, Suite 800 San Francisco, California 94103

Re: Agreement and Plan of Merger, dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP

Matter No.: 1041-00003

Ladies and Gentlemen:

I. INTRODUCTION

We have acted as counsel to Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent"), and Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Company"), Merger Sub, and Parent. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

This opinion letter (this "Opinion") is delivered to you pursuant to Section 7.03(c) of the Merger Agreement as a condition to the obligation of the Company to consummate the closing of the Merger on the date hereof. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Calderwood & Harkness LLP is admitted to practice in the State of New York. The opinions expressed herein are limited exclusively to the laws of the State of Delaware, including the Delaware General Corporation Law (the "DGCL") and the Delaware Revised Uniform Limited Partnership Act (the "DRULPA"), in each case as currently 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 York, the laws of England and Wales, the laws of any other state or foreign jurisdiction, the federal laws of the United States (including federal securities laws), or any matters of taxation.

II. DEFINITIONS

As used in this Opinion, the following terms have the meanings set forth below:

"Certificate of Merger" means the Certificate of Merger to be filed with the Secretary of State of the State of Delaware on July 9, 2024, with an effective time of 11:59 PM Eastern Time on July 9, 2024.

"Company" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521; Nasdaq ticker: CLDM; US EIN: 83-2196754).

"Equity Commitment Letter" means that certain Equity Commitment Letter, dated January 22, 2024, from Parent to Merger Sub, pursuant to which Parent has committed to provide equity funding in an aggregate amount of $2,832,888,096 to Merger Sub in connection with the Merger.

"Limited Guarantee" means that certain Limited Guarantee, dated January 22, 2024, from Solara Fund VI GP LLC in favor of the Company, in an amount not to exceed $246,000,000 in the aggregate (consisting of $221,000,000 in respect of the reverse termination fee and $25,000,000 in respect of enforcement costs), guaranteeing certain obligations of Parent under the Merger Agreement.

"Merger Agreement" means that certain Agreement and Plan of Merger, dated as of January 22, 2024 (execution version), among the Company, Merger Sub, and Parent.

"Merger Sub" means Stratos Merger Sub Inc., a Delaware corporation (DE File No. 7923841).

"Parent" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190).

"Parent GP" means Solara Fund VI GP LLC, a Delaware limited liability company, in its capacity as the sole general partner of Parent.

"Transaction Documents" means, collectively, the Merger Agreement, the Equity Commitment Letter, and the Limited Guarantee (in each case to the extent Parent and/or Merger Sub is a party thereto or bound thereby).

All other capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

III. DOCUMENTS AND ITEMS EXAMINED

In connection with rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of each of the following documents and records:

A. Organizational Documents — Parent

1. The Certificate of Limited Partnership of Solara Digital Infrastructure Fund VI LP, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto through the date hereof.

2. The Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP, dated as of March 15, 2021, as amended by that certain First Amendment to Amended and Restated Agreement of Limited Partnership dated as of September 8, 2022, and as further amended by that certain Second Amendment to Amended and Restated Agreement of Limited Partnership dated as of June 12, 2023 (collectively, as so amended, the "Partnership Agreement").

3. The Certificate of Formation of Solara Fund VI GP LLC, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto through the date hereof.

4. The Limited Liability Company Agreement of Solara Fund VI GP LLC, dated as of March 15, 2021, as amended through the date hereof (the "GP LLC Agreement").

5. A Certificate of Good Standing with respect to Solara Digital Infrastructure Fund VI LP issued by the Secretary of State of the State of Delaware, dated July 3, 2024.

6. Resolutions of Solara Fund VI GP LLC (acting in its capacity as general partner of Parent), dated January 22, 2024, authorizing the execution, delivery, and performance by Parent of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, and all related transaction documents, and approving the consummation of the transactions contemplated thereby (the "GP Resolutions").

B. Organizational Documents — Merger Sub

1. The Certificate of Incorporation of Stratos Merger Sub Inc., as filed with the Secretary of State of the State of Delaware on January 8, 2024 (DE File No. 7923841), together with all amendments thereto through the date hereof.

2. The Bylaws of Stratos Merger Sub Inc., as adopted on January 8, 2024, together with all amendments thereto through the date hereof.

3. A Certificate of Good Standing with respect to Stratos Merger Sub Inc. issued by the Secretary of State of the State of Delaware, dated July 3, 2024.

4. The Unanimous Written Consent of the sole director of Stratos Merger Sub Inc., dated January 22, 2024, approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommending the approval and adoption of the Merger Agreement by the sole stockholder of Merger Sub (the "Board Consent").

5. The Written Consent of Solara Digital Infrastructure Fund VI LP, as the sole stockholder of Stratos Merger Sub Inc., dated January 22, 2024, approving and adopting the Merger Agreement and approving the consummation of the Merger (the "Stockholder Consent").

C. Transaction Documents

1. The Merger Agreement — execution version, dated as of January 22, 2024, executed by all parties thereto.

2. The Equity Commitment Letter — execution version, dated as of January 22, 2024, executed by Parent and acknowledged by Merger Sub.

3. The Limited Guarantee — execution version, dated as of January 22, 2024, executed by Solara Fund VI GP LLC and acknowledged by the Company.

4. The Certificate of Merger — execution version, to be filed with the Secretary of State of the State of Delaware on July 9, 2024, with a specified effective time of 11:59 PM Eastern Time on July 9, 2024.

D. Other Documents

1. The Secretary's Certificate of Solara Digital Infrastructure Fund VI LP, delivered at the closing on July 9, 2024, attaching thereto the Partnership Agreement, the GP Resolutions, and an incumbency certificate for each person authorized to execute the Transaction Documents and the closing deliverables on behalf of Parent.

2. The Secretary's Certificate of Stratos Merger Sub Inc., delivered at the closing on July 9, 2024, attaching thereto the Certificate of Incorporation, Bylaws, the Board Consent, the Stockholder Consent, and an incumbency certificate for each person authorized to execute the Merger Agreement and the closing deliverables on behalf of Merger Sub.

3. The Officer's Certificate of Parent and Merger Sub, delivered at the closing on July 9, 2024, certifying, among other things, the accuracy of the representations and warranties of Parent and Merger Sub contained in the Merger Agreement as of the date thereof and as of the closing date, and compliance in all material respects by Parent and Merger Sub with the covenants and agreements set forth in the Merger Agreement to be performed by them at or prior to the closing.

4. Such other certificates, documents, records of corporate and partnership proceedings, agreements, instruments, and other materials as we have deemed necessary or appropriate for purposes of this Opinion.

IV. ASSUMPTIONS

In rendering the opinions set forth herein, we have, with your consent, assumed each of the following without independent investigation or verification:

1. Authenticity and Conformity. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies (whether certified, photostatic, facsimile, electronic, or otherwise) conform to the authentic originals thereof. All signatures on all documents examined by us are genuine.

2. Legal Capacity. All natural persons who executed any of the documents reviewed by us had, at the time of such execution, the legal capacity to do so.

3. Due Organization and Authority of Other Parties. Each party to the Transaction Documents (other than Parent and Merger Sub, as to which we express opinions below) has been duly organized, is validly existing, and is in good standing under the laws of its jurisdiction of organization, has all requisite power and authority (corporate, partnership, limited liability company, or otherwise) to execute, deliver, and perform its obligations under each Transaction Document to which it is a party, and has duly authorized, executed, and delivered each such Transaction Document. In particular, the Company has been duly incorporated and is validly existing as a public limited company under the laws of England and Wales and has all requisite corporate power and authority under the laws of England and Wales to execute, deliver, and perform its obligations under the Merger Agreement and to consummate the transactions contemplated thereby.

4. Enforceability Against the Company. The Merger Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, and equitable principles.

5. Truth of Representations and Warranties. All representations and warranties of the parties contained in the Transaction Documents and in all certificates and documents delivered in connection therewith are true, correct, and complete as of the dates made or deemed made.

6. Merger Consideration. The merger consideration of approximately $36.92 per share of common stock of the Company (aggregating to approximately $6,800,000,000 in total transaction value, inclusive of the assumption and retirement of outstanding debt, vested equity awards, and other closing adjustments) has been calculated and will be paid in accordance with the terms of the Merger Agreement, and sufficient funds will be available at the closing to pay such merger consideration.

7. Company Stockholder Approval. The Company's shareholders have duly approved the Merger Agreement and the transactions contemplated thereby in accordance with the laws of England and Wales, the Company's articles of association, and applicable listing rules. We note for reference purposes (but without expressing any opinion thereon) that the Company has represented that stockholder approval was obtained at a general meeting held on May 20, 2024, at which approximately 82.4% of the shares voted were cast in favor of the resolution approving the Merger.

8. Filings and Registrations. All filings, registrations, recordings, and other actions necessary to perfect any security interests and to accomplish the Merger (including, without limitation, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware) will be duly and timely made in the appropriate offices.

9. Consummation in Accordance with Terms. The transactions described in the Merger Agreement will be consummated in accordance with the terms and conditions set forth therein, without waiver, modification, or amendment of any material condition, term, or provision thereof, and the parties will comply with all covenants and conditions precedent set forth in the Merger Agreement.

10. No Undisclosed Facts. There are no agreements, understandings, or course of dealing among the parties that would modify, amend, or supplement the terms of the Transaction Documents or otherwise affect the opinions rendered herein, except as reflected in the Transaction Documents and the other documents examined by us.

V. OPINIONS

Based upon and subject to the foregoing, and subject further to the qualifications, exceptions, and limitations set forth in Section VI below, we are of the opinion that:

Opinion 1: Valid Existence and Good Standing — Parent

Solara Digital Infrastructure Fund VI LP has been duly formed and is a limited partnership validly existing and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon our review of the Certificate of Limited Partnership of Parent, as filed with the Secretary of State of the State of Delaware, the Partnership Agreement, and the Certificate of Good Standing for Parent issued by the Secretary of State of the State of Delaware, dated July 3, 2024. Solara Fund VI GP LLC is a limited liability company duly formed and validly existing under the laws of the State of Delaware and is the sole general partner of Parent.

Opinion 2: Valid Existence and Good Standing — Merger Sub

Stratos Merger Sub Inc. has been duly incorporated and is a corporation validly existing and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon our review of the Certificate of Incorporation of Merger Sub, as filed with the Secretary of State of the State of Delaware on January 8, 2024 (DE File No. 7923841), the Bylaws of Merger Sub, and the Certificate of Good Standing for Merger Sub issued by the Secretary of State of the State of Delaware, dated July 3, 2024.

Merger Sub was formed solely for the purpose of effectuating the reverse triangular merger contemplated by the Merger Agreement, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity. Merger Sub has not conducted any business, incurred any obligations, or acquired any assets or liabilities other than those incident to its formation, the negotiation and execution of the Merger Agreement, and the transactions contemplated thereby. Solara Digital Infrastructure Fund VI LP is the sole stockholder of Merger Sub, holding all of the issued and outstanding shares of capital stock of Merger Sub.

Opinion 3: Power and Authority — Parent

Parent has all requisite limited partnership power and authority under the DRULPA and its Partnership Agreement to execute, deliver, and perform its obligations under each Transaction Document to which it is a party, including, without limitation, the Merger Agreement, the Equity Commitment Letter, and the Limited Guarantee (to the extent Parent is a party thereto or bound thereby), and to consummate the transactions contemplated by the Transaction Documents. Solara Fund VI GP LLC, as the sole general partner of Parent, has all requisite limited liability company power and authority under the Delaware Limited Liability Company Act, the GP LLC Agreement, and the Partnership Agreement to act on behalf of Parent in connection with the execution, delivery, and performance of the Transaction Documents and the consummation of the transactions contemplated thereby.

Opinion 4: Power and Authority — Merger Sub

Merger Sub has all requisite corporate power and authority under the DGCL, its Certificate of Incorporation, and its Bylaws to execute, deliver, and perform its obligations under the Merger Agreement and to consummate the Merger. Merger Sub has all requisite corporate power and authority to merge with and into the Company pursuant to the terms of the Merger Agreement and the Certificate of Merger, with the Company surviving the Merger as a wholly owned subsidiary of Parent.

Opinion 5: Due Authorization — Parent

The execution, delivery, and performance by Parent of each Transaction Document to which it is a party, and the consummation by Parent of the transactions contemplated thereby, have been duly authorized by all necessary limited partnership action on the part of Parent. In rendering this opinion, we have reviewed the GP Resolutions, dated January 22, 2024, pursuant to which Solara Fund VI GP LLC (acting in its capacity as general partner of Parent) duly authorized the execution, delivery, and performance by Parent of the Merger Agreement, the Equity Commitment Letter (in the amount of $2,832,888,096), the Limited Guarantee (in the amount of $246,000,000), and all related transaction documents, and approved the consummation of the transactions contemplated thereby. Under the Partnership Agreement and the DRULPA, no other limited partnership action, vote, consent, or approval on the part of Parent, its general partner, or any of its limited partners is required in connection with the Transaction Documents or the transactions contemplated thereby.

Opinion 6: Due Authorization — Merger Sub

The execution, delivery, and performance by Merger Sub of the Merger Agreement, and the consummation by Merger Sub of the Merger, have been duly authorized by all necessary corporate action on the part of Merger Sub. In rendering this opinion, we have reviewed:

(a) the Board Consent, being the Unanimous Written Consent of the sole director of Stratos Merger Sub Inc., dated January 22, 2024, pursuant to which the sole director of Merger Sub approved and adopted the Merger Agreement, approved the Merger and the other transactions contemplated by the Merger Agreement, and recommended the approval and adoption of the Merger Agreement by the sole stockholder of Merger Sub; and

(b) the Stockholder Consent, being the Written Consent of Solara Digital Infrastructure Fund VI LP, as the sole stockholder of Stratos Merger Sub Inc., dated January 22, 2024, pursuant to which Parent, as the sole stockholder of Merger Sub, approved and adopted the Merger Agreement and approved the consummation of the Merger.

Under the DGCL, the Certificate of Incorporation, and the Bylaws of Merger Sub, no other corporate action, vote, consent, or approval on the part of Merger Sub, its board of directors, or its stockholders is required in connection with the Merger Agreement or the consummation of the Merger.

Opinion 7: Due Execution and Delivery

Each Transaction Document to which Parent is a party has been duly executed and delivered by Parent. The Merger Agreement has been duly executed and delivered by Merger Sub. In rendering this opinion, we have relied upon our review of the execution versions of the Transaction Documents, the incumbency certificates delivered at closing on July 9, 2024, and the Secretary's Certificates of Parent and Merger Sub, each of which confirms the identity and authority of the persons who executed the Transaction Documents on behalf of Parent and Merger Sub, respectively.

Opinion 8: Enforceability

The Merger Agreement constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms. The Equity Commitment Letter constitutes the legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms. The Limited Guarantee constitutes the legal, valid, and binding obligation of Solara Fund VI GP LLC (as guarantor), enforceable against Solara Fund VI GP LLC in accordance with its terms.

The foregoing enforceability opinions are subject to and limited by the Enforceability Exceptions set forth in Section VI.A below.

Opinion 9: No Violation — Organizational Documents

Neither the execution, delivery, nor performance by Parent of any Transaction Document to which it is a party, nor the consummation by Parent of the transactions contemplated thereby (including the Merger), conflicts with, results in a violation or breach of, constitutes a default under (with or without notice or lapse of time, or both), or results in the acceleration of any obligation under, or requires any consent or approval under, any provision of:

(a) the Certificate of Limited Partnership or the Partnership Agreement of Parent; or

(b) the Certificate of Formation or the GP LLC Agreement of Solara Fund VI GP LLC.

Neither the execution, delivery, nor performance by Merger Sub of the Merger Agreement, nor the consummation by Merger Sub of the Merger, conflicts with, results in a violation or breach of, constitutes a default under (with or without notice or lapse of time, or both), or results in the acceleration of any obligation under, or requires any consent or approval under, any provision of:

(d) the Bylaws of Merger Sub.

Opinion 10: No Violation — Delaware Law

Neither the execution, delivery, nor performance by Parent or Merger Sub of the Transaction Documents to which either is a party, nor the consummation of the Merger, violates any applicable provision of the DGCL or the DRULPA. This opinion is limited to the statutory provisions of the DGCL and the DRULPA as currently in effect on the date hereof and does not extend to any provision of federal law, the laws of England and Wales, or the laws of any jurisdiction other than the State of Delaware.

Opinion 11: No Consents Required Under Delaware Law

No consent, approval, authorization, order, registration, qualification, or filing of or with any governmental authority of the State of Delaware is required in connection with the execution, delivery, and performance by Parent or Merger Sub of the Transaction Documents or the consummation of the Merger, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Section 252 (or other applicable provisions) of the DGCL, which filing will be made at or immediately prior to the effective time of the Merger on July 9, 2024.

Opinion 12: Certificate of Merger

Upon the due filing of the Certificate of Merger with the Secretary of State of the State of Delaware in the form examined by us and the acceptance thereof by the Secretary of State, the Merger of Merger Sub with and into the Company will become effective under Delaware law at the effective time specified in the Certificate of Merger, which effective time is 11:59 PM Eastern Time on July 9, 2024. At and following such effective time, Merger Sub will have merged with and into the Company in accordance with the DGCL, with the Company continuing as the surviving entity of the Merger and as a wholly owned subsidiary of Parent, and the separate corporate existence of Merger Sub shall thereupon cease.

VI. QUALIFICATIONS, EXCEPTIONS, AND LIMITATIONS

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

A. Enforceability Exceptions

The enforceability opinions expressed in Opinion 8 above are subject to and limited by:

1. Bankruptcy and Insolvency Laws. The effect of applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and similar laws relating to or affecting the enforcement of creditors' rights generally, as now or hereafter in effect.

2. General Equitable Principles. The effect of general principles of equity (whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the covenant of good faith and fair dealing implied by law.

3. Equitable Remedies. The possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law, which remedies may be subject to the discretion of the court before which any proceeding therefor may be brought.

B. Scope Limitations

1. Delaware Law Only. The opinions expressed herein are limited exclusively to the laws of the State of Delaware (including the statutory provisions of the DGCL and the DRULPA) as currently in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of England and Wales, the laws of any other state of the United States, the laws of the United Kingdom, the federal laws of the United States (including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")), any applicable tax laws (whether federal, state, local, or foreign), any applicable antitrust or competition laws, the Employee Retirement Income Security Act of 1974, as amended, or any other regulatory regime.

2. No Opinion on English Law. We express no opinion as to any matter governed by or arising under the laws of the United Kingdom or any other non-US jurisdiction, including, without limitation, any matter relating to the Company's status, organization, or governance as a public limited company incorporated under the laws of England and Wales, the validity of the Company's articles of association, the Company's compliance with the UK Companies Act 2006, the UK Takeover Code, the Financial Conduct Authority Listing Rules, or any other provision of English or European law.

3. Excluded Matters. Without limiting the generality of the foregoing, we express no opinion regarding:

(a) the tax consequences of the Merger, including, without limitation, whether the Merger qualifies as a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended, or the tax treatment of any rollover equity contributed by management or other stockholders;

(b) compliance with federal or state securities laws, including, without limitation, Regulation D under the Securities Act of 1933, Rule 14a-9 under the Securities Exchange Act of 1934, Schedule 13E-3 filing obligations, Section 16 reporting requirements, or any applicable state "blue sky" laws;

(c) compliance with antitrust and competition law requirements, including the HSR Act (we note for reference purposes, but without expressing any opinion thereon, that HSR Act clearance was obtained by early termination of the applicable waiting period on March 11, 2024, and that the UK Competition and Markets Authority granted Phase 1 clearance on April 3, 2024);

(d) any withholding obligations under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), Section 1445 of the Internal Revenue Code, or any other federal, state, local, or foreign tax withholding provisions;

(e) any review, clearance, or approval required or potentially required under the Committee on Foreign Investment in the United States ("CFIUS"), any foreign direct investment laws, or any national security review provisions of any jurisdiction; and

(f) any regulatory approval, consent, or filing with any governmental authority other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

4. No Obligation to Update. This Opinion is given as of the date hereof, and we assume no obligation to update, revise, or supplement this Opinion for any reason, including, without limitation, to reflect any changes in applicable law, changes in facts or circumstances, or the occurrence of any events after the date hereof, whether or not such changes or events come to our attention. The opinions expressed herein are based solely on the law in effect, and the facts known to us, as of the date hereof.

C. Factual Reliance

1. Reliance on Certificates and Officers. In rendering the opinions expressed herein, we have relied, without independent investigation or verification, upon: (a) certificates of public officials, including good standing certificates issued by the Secretary of State of the State of Delaware; and (b) certificates, representations, and statements of officers, directors, managers, and authorized representatives of Parent, Merger Sub, and Solara Fund VI GP LLC, as to certain factual matters. We have assumed the accuracy and completeness of all such certificates, representations, and statements.

2. Good Standing Certificates. We have relied upon the Certificates of Good Standing for each of Parent and Merger Sub issued by the Secretary of State of the State of Delaware, each dated July 3, 2024. We note that such certificates speak only as of their respective dates and are not conclusive as to the matters addressed therein for any period after such dates. We have made no independent inquiry with the Secretary of State of the State of Delaware or any other governmental authority since July 3, 2024.

3. Accuracy of Transaction Documents. We have assumed the accuracy and completeness of all representations and warranties contained in the Transaction Documents and in all certificates, closing deliverables, and other documents delivered in connection therewith, and we have relied upon such representations and warranties in rendering the opinions expressed herein.

VII. RELIANCE AND DISTRIBUTION LIMITATIONS

This Opinion is furnished solely for the benefit of Cloudium Technologies plc in connection with the closing of the transactions contemplated by the Merger Agreement and may be relied upon by the Company solely for such purpose. This Opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent.

Notwithstanding the foregoing, Ridgeway Phelps & Sato LLP, as counsel to the Company, may rely on this Opinion in connection with their advice to the Company regarding the closing of the transactions contemplated by the Merger Agreement, as though this Opinion were addressed to Ridgeway Phelps & Sato LLP and delivered on the date hereof.

This Opinion may not be quoted, cited, or referred to in whole or in part, nor may it be filed with any governmental authority, regulatory agency, court, or other person or entity, without our prior written consent, except: (a) as may be required by applicable law, regulation, or legal process; or (b) as may be required in connection with any proceeding arising out of or relating to the Transaction Documents, provided that any such filing or disclosure shall be subject to the understanding that we assume no responsibility or liability to any third party that may gain access to this Opinion.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Harrison Wexford

Title: Partner, Mergers & Acquisitions

Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022

Date: July 9, 2024

SCHEDULE A

LIST OF TRANSACTION DOCUMENTS

The following Transaction Documents were examined in connection with the opinions rendered in this Opinion:

SCHEDULE B

LIST OF ORGANIZATIONAL DOCUMENTS REVIEWED

The following organizational documents, certificates, and records were examined in connection with the opinions rendered in this Opinion:

No.	Document	Date
1.	Agreement and Plan of Merger among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP	January 22, 2024
2.	Equity Commitment Letter from Solara Digital Infrastructure Fund VI LP to Stratos Merger Sub Inc. ($2,832,888,096)	January 22, 2024
3.	Limited Guarantee from Solara Fund VI GP LLC in favor of Cloudium Technologies plc ($246,000,000)	January 22, 2024
4.	Certificate of Merger to be filed with the Secretary of State of the State of Delaware (effective time: 11:59 PM ET)	July 9, 2024
No.	Document	Date / Reference
1.	Certificate of Limited Partnership of Solara Digital Infrastructure Fund VI LP	As filed with the Delaware Secretary of State
2.	Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP (as amended)	March 15, 2021 (as amended)
3.	Certificate of Formation of Solara Fund VI GP LLC	As filed with the Delaware Secretary of State
4.	Limited Liability Company Agreement of Solara Fund VI GP LLC	March 15, 2021 (as amended)
5.	Certificate of Good Standing — Solara Digital Infrastructure Fund VI LP (Delaware)	July 3, 2024
6.	Resolutions of Solara Fund VI GP LLC (as general partner of Parent)	January 22, 2024
7.	Certificate of Incorporation of Stratos Merger Sub Inc. (DE File No. 7923841)	January 8, 2024
8.	Bylaws of Stratos Merger Sub Inc.	January 8, 2024
9.	Certificate of Good Standing — Stratos Merger Sub Inc. (Delaware)	July 3, 2024
10.	Unanimous Written Consent of sole director of Stratos Merger Sub Inc.	January 22, 2024
11.	Written Consent of Solara Digital Infrastructure Fund VI LP (sole stockholder of Merger Sub)	January 22, 2024
12.	Secretary's Certificate of Solara Digital Infrastructure Fund VI LP (closing deliverable)	July 9, 2024
13.	Secretary's Certificate of Stratos Merger Sub Inc. (closing deliverable)	July 9, 2024
14.	Officer's Certificate of Parent and Merger Sub (closing deliverable)	July 9, 2024

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
July 9, 2024
Cloudium Technologies plc 45 Broadwick Street London W1F 0DB United Kingdom
with a copy to:
Cloudium Technologies plc US Headquarters 600 Townsend Street, Suite 800 San Francisco, California 94103
Re: Agreement and Plan of Merger, dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP
Matter No.: 1041-00003
Ladies and Gentlemen:
I. INTRODUCTION
We have acted as counsel to Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent"), and Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Company"), Merger Sub, and Parent. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
This opinion letter (this "Opinion") is delivered to you pursuant to Section 7.03(c) of the Merger Agreement as a condition to the obligation of the Company to consummate the closing of the Merger on the date hereof. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
Calderwood & Harkness LLP is admitted to practice in the State of New York. The opinions expressed herein are limited exclusively to the laws of the State of Delaware, including the Delaware General Corporation Law (the "DGCL") and the Delaware Revised Uniform Limited Partnership Act (the "DRULPA"), in each case as currently 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 York, the laws of England and Wales, the laws of any other state or foreign jurisdiction, the federal laws of the United States (including federal securities laws), or any matters of taxation.
II. DEFINITIONS
As used in this Opinion, the following terms have the meanings set forth below:
"Certificate of Merger" means the Certificate of Merger to be filed with the Secretary of State of the State of Delaware on July 9, 2024, with an effective time of 11:59 PM Eastern Time on July 9, 2024.
"Company" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521; Nasdaq ticker: CLDM; US EIN: 83-2196754).
"Equity Commitment Letter" means that certain Equity Commitment Letter, dated January 22, 2024, from Parent to Merger Sub, pursuant to which Parent has committed to provide equity funding in an aggregate amount of $2,832,888,096 to Merger Sub in connection with the Merger.
"Limited Guarantee" means that certain Limited Guarantee, dated January 22, 2024, from Solara Fund VI GP LLC in favor of the Company, in an amount not to exceed $246,000,000 in the aggregate (consisting of $221,000,000 in respect of the reverse termination fee and $25,000,000 in respect of enforcement costs), guaranteeing certain obligations of Parent under the Merger Agreement.
"Merger Agreement" means that certain Agreement and Plan of Merger, dated as of January 22, 2024 (execution version), among the Company, Merger Sub, and Parent.
"Merger Sub" means Stratos Merger Sub Inc., a Delaware corporation (DE File No. 7923841).
"Parent" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190).
"Parent GP" means Solara Fund VI GP LLC, a Delaware limited liability company, in its capacity as the sole general partner of Parent.
"Transaction Documents" means, collectively, the Merger Agreement, the Equity Commitment Letter, and the Limited Guarantee (in each case to the extent Parent and/or Merger Sub is a party thereto or bound thereby).
All other capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
III. DOCUMENTS AND ITEMS EXAMINED
In connection with rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of each of the following documents and records:
A. Organizational Documents — Parent
1.  The Certificate of Limited Partnership of Solara Digital Infrastructure Fund VI LP, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto through the date hereof.
2.  The Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP, dated as of March 15, 2021, as amended by that certain First Amendment to Amended and Restated Agreement of Limited Partnership dated as of September 8, 2022, and as further amended by that certain Second Amendment to Amended and Restated Agreement of Limited Partnership dated as of June 12, 2023 (collectively, as so amended, the "Partnership Agreement").
3.  The Certificate of Formation of Solara Fund VI GP LLC, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto through the date hereof.
4.  The Limited Liability Company Agreement of Solara Fund VI GP LLC, dated as of March 15, 2021, as amended through the date hereof (the "GP LLC Agreement").
5.  A Certificate of Good Standing with respect to Solara Digital Infrastructure Fund VI LP issued by the Secretary of State of the State of Delaware, dated July 3, 2024.
6.  Resolutions of Solara Fund VI GP LLC (acting in its capacity as general partner of Parent), dated January 22, 2024, authorizing the execution, delivery, and performance by Parent of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, and all related transaction documents, and approving the consummation of the transactions contemplated thereby (the "GP Resolutions").
B. Organizational Documents — Merger Sub
1.  The Certificate of Incorporation of Stratos Merger Sub Inc., as filed with the Secretary of State of the State of Delaware on January 8, 2024 (DE File No. 7923841), together with all amendments thereto through the date hereof.
2.  The Bylaws of Stratos Merger Sub Inc., as adopted on January 8, 2024, together with all amendments thereto through the date hereof.
3.  A Certificate of Good Standing with respect to Stratos Merger Sub Inc. issued by the Secretary of State of the State of Delaware, dated July 3, 2024.
4.  The Unanimous Written Consent of the sole director of Stratos Merger Sub Inc., dated January 22, 2024, approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommending the approval and adoption of the Merger Agreement by the sole stockholder of Merger Sub (the "Board Consent").
5.  The Written Consent of Solara Digital Infrastructure Fund VI LP, as the sole stockholder of Stratos Merger Sub Inc., dated January 22, 2024, approving and adopting the Merger Agreement and approving the consummation of the Merger (the "Stockholder Consent").
C. Transaction Documents
1.  The Merger Agreement — execution version, dated as of January 22, 2024, executed by all parties thereto.
2.  The Equity Commitment Letter — execution version, dated as of January 22, 2024, executed by Parent and acknowledged by Merger Sub.
3.  The Limited Guarantee — execution version, dated as of January 22, 2024, executed by Solara Fund VI GP LLC and acknowledged by the Company.
4.  The Certificate of Merger — execution version, to be filed with the Secretary of State of the State of Delaware on July 9, 2024, with a specified effective time of 11:59 PM Eastern Time on July 9, 2024.
D. Other Documents
1.  The Secretary's Certificate of Solara Digital Infrastructure Fund VI LP, delivered at the closing on July 9, 2024, attaching thereto the Partnership Agreement, the GP Resolutions, and an incumbency certificate for each person authorized to execute the Transaction Documents and the closing deliverables on behalf of Parent.
2.  The Secretary's Certificate of Stratos Merger Sub Inc., delivered at the closing on July 9, 2024, attaching thereto the Certificate of Incorporation, Bylaws, the Board Consent, the Stockholder Consent, and an incumbency certificate for each person authorized to execute the Merger Agreement and the closing deliverables on behalf of Merger Sub.
3.  The Officer's Certificate of Parent and Merger Sub, delivered at the closing on July 9, 2024, certifying, among other things, the accuracy of the representations and warranties of Parent and Merger Sub contained in the Merger Agreement as of the date thereof and as of the closing date, and compliance in all material respects by Parent and Merger Sub with the covenants and agreements set forth in the Merger Agreement to be performed by them at or prior to the closing.
4.  Such other certificates, documents, records of corporate and partnership proceedings, agreements, instruments, and other materials as we have deemed necessary or appropriate for purposes of this Opinion.
IV. ASSUMPTIONS
In rendering the opinions set forth herein, we have, with your consent, assumed each of the following without independent investigation or verification:
1.  Authenticity and Conformity. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies (whether certified, photostatic, facsimile, electronic, or otherwise) conform to the authentic originals thereof. All signatures on all documents examined by us are genuine.
2.  Legal Capacity. All natural persons who executed any of the documents reviewed by us had, at the time of such execution, the legal capacity to do so.
3.  Due Organization and Authority of Other Parties. Each party to the Transaction Documents (other than Parent and Merger Sub, as to which we express opinions below) has been duly organized, is validly existing, and is in good standing under the laws of its jurisdiction of organization, has all requisite power and authority (corporate, partnership, limited liability company, or otherwise) to execute, deliver, and perform its obligations under each Transaction Document to which it is a party, and has duly authorized, executed, and delivered each such Transaction Document. In particular, the Company has been duly incorporated and is validly existing as a public limited company under the laws of England and Wales and has all requisite corporate power and authority under the laws of England and Wales to execute, deliver, and perform its obligations under the Merger Agreement and to consummate the transactions contemplated thereby.
4.  Enforceability Against the Company. The Merger Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, and equitable principles.
5.  Truth of Representations and Warranties. All representations and warranties of the parties contained in the Transaction Documents and in all certificates and documents delivered in connection therewith are true, correct, and complete as of the dates made or deemed made.
6.  Merger Consideration. The merger consideration of approximately $36.92 per share of common stock of the Company (aggregating to approximately $6,800,000,000 in total transaction value, inclusive of the assumption and retirement of outstanding debt, vested equity awards, and other closing adjustments) has been calculated and will be paid in accordance with the terms of the Merger Agreement, and sufficient funds will be available at the closing to pay such merger consideration.
7.  Company Stockholder Approval. The Company's shareholders have duly approved the Merger Agreement and the transactions contemplated thereby in accordance with the laws of England and Wales, the Company's articles of association, and applicable listing rules. We note for reference purposes (but without expressing any opinion thereon) that the Company has represented that stockholder approval was obtained at a general meeting held on May 20, 2024, at which approximately 82.4% of the shares voted were cast in favor of the resolution approving the Merger.
8.  Filings and Registrations. All filings, registrations, recordings, and other actions necessary to perfect any security interests and to accomplish the Merger (including, without limitation, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware) will be duly and timely made in the appropriate offices.
9.  Consummation in Accordance with Terms. The transactions described in the Merger Agreement will be consummated in accordance with the terms and conditions set forth therein, without waiver, modification, or amendment of any material condition, term, or provision thereof, and the parties will comply with all covenants and conditions precedent set forth in the Merger Agreement.
10.  No Undisclosed Facts. There are no agreements, understandings, or course of dealing among the parties that would modify, amend, or supplement the terms of the Transaction Documents or otherwise affect the opinions rendered herein, except as reflected in the Transaction Documents and the other documents examined by us.
V. OPINIONS
Based upon and subject to the foregoing, and subject further to the qualifications, exceptions, and limitations set forth in Section VI below, we are of the opinion that:
Opinion 1: Valid Existence and Good Standing — Parent
Solara Digital Infrastructure Fund VI LP has been duly formed and is a limited partnership validly existing and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon our review of the Certificate of Limited Partnership of Parent, as filed with the Secretary of State of the State of Delaware, the Partnership Agreement, and the Certificate of Good Standing for Parent issued by the Secretary of State of the State of Delaware, dated July 3, 2024. Solara Fund VI GP LLC is a limited liability company duly formed and validly existing under the laws of the State of Delaware and is the sole general partner of Parent.
Opinion 2: Valid Existence and Good Standing — Merger Sub
Stratos Merger Sub Inc. has been duly incorporated and is a corporation validly existing and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon our review of the Certificate of Incorporation of Merger Sub, as filed with the Secretary of State of the State of Delaware on January 8, 2024 (DE File No. 7923841), the Bylaws of Merger Sub, and the Certificate of Good Standing for Merger Sub issued by the Secretary of State of the State of Delaware, dated July 3, 2024.
Merger Sub was formed solely for the purpose of effectuating the reverse triangular merger contemplated by the Merger Agreement, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity. Merger Sub has not conducted any business, incurred any obligations, or acquired any assets or liabilities other than those incident to its formation, the negotiation and execution of the Merger Agreement, and the transactions contemplated thereby. Solara Digital Infrastructure Fund VI LP is the sole stockholder of Merger Sub, holding all of the issued and outstanding shares of capital stock of Merger Sub.
Opinion 3: Power and Authority — Parent
Parent has all requisite limited partnership power and authority under the DRULPA and its Partnership Agreement to execute, deliver, and perform its obligations under each Transaction Document to which it is a party, including, without limitation, the Merger Agreement, the Equity Commitment Letter, and the Limited Guarantee (to the extent Parent is a party thereto or bound thereby), and to consummate the transactions contemplated by the Transaction Documents. Solara Fund VI GP LLC, as the sole general partner of Parent, has all requisite limited liability company power and authority under the Delaware Limited Liability Company Act, the GP LLC Agreement, and the Partnership Agreement to act on behalf of Parent in connection with the execution, delivery, and performance of the Transaction Documents and the consummation of the transactions contemplated thereby.
Opinion 4: Power and Authority — Merger Sub
Merger Sub has all requisite corporate power and authority under the DGCL, its Certificate of Incorporation, and its Bylaws to execute, deliver, and perform its obligations under the Merger Agreement and to consummate the Merger. Merger Sub has all requisite corporate power and authority to merge with and into the Company pursuant to the terms of the Merger Agreement and the Certificate of Merger, with the Company surviving the Merger as a wholly owned subsidiary of Parent.
Opinion 5: Due Authorization — Parent
The execution, delivery, and performance by Parent of each Transaction Document to which it is a party, and the consummation by Parent of the transactions contemplated thereby, have been duly authorized by all necessary limited partnership action on the part of Parent. In rendering this opinion, we have reviewed the GP Resolutions, dated January 22, 2024, pursuant to which Solara Fund VI GP LLC (acting in its capacity as general partner of Parent) duly authorized the execution, delivery, and performance by Parent of the Merger Agreement, the Equity Commitment Letter (in the amount of $2,832,888,096), the Limited Guarantee (in the amount of $246,000,000), and all related transaction documents, and approved the consummation of the transactions contemplated thereby. Under the Partnership Agreement and the DRULPA, no other limited partnership action, vote, consent, or approval on the part of Parent, its general partner, or any of its limited partners is required in connection with the Transaction Documents or the transactions contemplated thereby.
Opinion 6: Due Authorization — Merger Sub
The execution, delivery, and performance by Merger Sub of the Merger Agreement, and the consummation by Merger Sub of the Merger, have been duly authorized by all necessary corporate action on the part of Merger Sub. In rendering this opinion, we have reviewed:
(a) the Board Consent, being the Unanimous Written Consent of the sole director of Stratos Merger Sub Inc., dated January 22, 2024, pursuant to which the sole director of Merger Sub approved and adopted the Merger Agreement, approved the Merger and the other transactions contemplated by the Merger Agreement, and recommended the approval and adoption of the Merger Agreement by the sole stockholder of Merger Sub; and
(b) the Stockholder Consent, being the Written Consent of Solara Digital Infrastructure Fund VI LP, as the sole stockholder of Stratos Merger Sub Inc., dated January 22, 2024, pursuant to which Parent, as the sole stockholder of Merger Sub, approved and adopted the Merger Agreement and approved the consummation of the Merger.
Under the DGCL, the Certificate of Incorporation, and the Bylaws of Merger Sub, no other corporate action, vote, consent, or approval on the part of Merger Sub, its board of directors, or its stockholders is required in connection with the Merger Agreement or the consummation of the Merger.
Opinion 7: Due Execution and Delivery
Each Transaction Document to which Parent is a party has been duly executed and delivered by Parent. The Merger Agreement has been duly executed and delivered by Merger Sub. In rendering this opinion, we have relied upon our review of the execution versions of the Transaction Documents, the incumbency certificates delivered at closing on July 9, 2024, and the Secretary's Certificates of Parent and Merger Sub, each of which confirms the identity and authority of the persons who executed the Transaction Documents on behalf of Parent and Merger Sub, respectively.
Opinion 8: Enforceability
The Merger Agreement constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms. The Equity Commitment Letter constitutes the legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms. The Limited Guarantee constitutes the legal, valid, and binding obligation of Solara Fund VI GP LLC (as guarantor), enforceable against Solara Fund VI GP LLC in accordance with its terms.
The foregoing enforceability opinions are subject to and limited by the Enforceability Exceptions set forth in Section VI.A below.
Opinion 9: No Violation — Organizational Documents
Neither the execution, delivery, nor performance by Parent of any Transaction Document to which it is a party, nor the consummation by Parent of the transactions contemplated thereby (including the Merger), conflicts with, results in a violation or breach of, constitutes a default under (with or without notice or lapse of time, or both), or results in the acceleration of any obligation under, or requires any consent or approval under, any provision of:
(a) the Certificate of Limited Partnership or the Partnership Agreement of Parent; or
(b) the Certificate of Formation or the GP LLC Agreement of Solara Fund VI GP LLC.
Neither the execution, delivery, nor performance by Merger Sub of the Merger Agreement, nor the consummation by Merger Sub of the Merger, conflicts with, results in a violation or breach of, constitutes a default under (with or without notice or lapse of time, or both), or results in the acceleration of any obligation under, or requires any consent or approval under, any provision of:
(c) the Certificate of Incorporation of Merger Sub; or
(d) the Bylaws of Merger Sub.
Opinion 10: No Violation — Delaware Law
Neither the execution, delivery, nor performance by Parent or Merger Sub of the Transaction Documents to which either is a party, nor the consummation of the Merger, violates any applicable provision of the DGCL or the DRULPA. This opinion is limited to the statutory provisions of the DGCL and the DRULPA as currently in effect on the date hereof and does not extend to any provision of federal law, the laws of England and Wales, or the laws of any jurisdiction other than the State of Delaware.
Opinion 11: No Consents Required Under Delaware Law
No consent, approval, authorization, order, registration, qualification, or filing of or with any governmental authority of the State of Delaware is required in connection with the execution, delivery, and performance by Parent or Merger Sub of the Transaction Documents or the consummation of the Merger, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Section 252 (or other applicable provisions) of the DGCL, which filing will be made at or immediately prior to the effective time of the Merger on July 9, 2024.
Opinion 12: Certificate of Merger
Upon the due filing of the Certificate of Merger with the Secretary of State of the State of Delaware in the form examined by us and the acceptance thereof by the Secretary of State, the Merger of Merger Sub with and into the Company will become effective under Delaware law at the effective time specified in the Certificate of Merger, which effective time is 11:59 PM Eastern Time on July 9, 2024. At and following such effective time, Merger Sub will have merged with and into the Company in accordance with the DGCL, with the Company continuing as the surviving entity of the Merger and as a wholly owned subsidiary of Parent, and the separate corporate existence of Merger Sub shall thereupon cease.
VI. QUALIFICATIONS, EXCEPTIONS, AND LIMITATIONS
The opinions expressed herein are subject to and limited by the following qualifications, exceptions, and limitations:
A. Enforceability Exceptions
The enforceability opinions expressed in Opinion 8 above are subject to and limited by:
1.  Bankruptcy and Insolvency Laws. The effect of applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and similar laws relating to or affecting the enforcement of creditors' rights generally, as now or hereafter in effect.
2.  General Equitable Principles. The effect of general principles of equity (whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the covenant of good faith and fair dealing implied by law.
3.  Equitable Remedies. The possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law, which remedies may be subject to the discretion of the court before which any proceeding therefor may be brought.
B. Scope Limitations
1.  Delaware Law Only. The opinions expressed herein are limited exclusively to the laws of the State of Delaware (including the statutory provisions of the DGCL and the DRULPA) as currently in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of England and Wales, the laws of any other state of the United States, the laws of the United Kingdom, the federal laws of the United States (including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")), any applicable tax laws (whether federal, state, local, or foreign), any applicable antitrust or competition laws, the Employee Retirement Income Security Act of 1974, as amended, or any other regulatory regime.
2.  No Opinion on English Law. We express no opinion as to any matter governed by or arising under the laws of the United Kingdom or any other non-US jurisdiction, including, without limitation, any matter relating to the Company's status, organization, or governance as a public limited company incorporated under the laws of England and Wales, the validity of the Company's articles of association, the Company's compliance with the UK Companies Act 2006, the UK Takeover Code, the Financial Conduct Authority Listing Rules, or any other provision of English or European law.
3.  Excluded Matters. Without limiting the generality of the foregoing, we express no opinion regarding:
(a) the tax consequences of the Merger, including, without limitation, whether the Merger qualifies as a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended, or the tax treatment of any rollover equity contributed by management or other stockholders;
(b) compliance with federal or state securities laws, including, without limitation, Regulation D under the Securities Act of 1933, Rule 14a-9 under the Securities Exchange Act of 1934, Schedule 13E-3 filing obligations, Section 16 reporting requirements, or any applicable state "blue sky" laws;
(c) compliance with antitrust and competition law requirements, including the HSR Act (we note for reference purposes, but without expressing any opinion thereon, that HSR Act clearance was obtained by early termination of the applicable waiting period on March 11, 2024, and that the UK Competition and Markets Authority granted Phase 1 clearance on April 3, 2024);
(d) any withholding obligations under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), Section 1445 of the Internal Revenue Code, or any other federal, state, local, or foreign tax withholding provisions;
(e) any review, clearance, or approval required or potentially required under the Committee on Foreign Investment in the United States ("CFIUS"), any foreign direct investment laws, or any national security review provisions of any jurisdiction; and
(f) any regulatory approval, consent, or filing with any governmental authority other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.
4.  No Obligation to Update. This Opinion is given as of the date hereof, and we assume no obligation to update, revise, or supplement this Opinion for any reason, including, without limitation, to reflect any changes in applicable law, changes in facts or circumstances, or the occurrence of any events after the date hereof, whether or not such changes or events come to our attention. The opinions expressed herein are based solely on the law in effect, and the facts known to us, as of the date hereof.
C. Factual Reliance
1.  Reliance on Certificates and Officers. In rendering the opinions expressed herein, we have relied, without independent investigation or verification, upon: (a) certificates of public officials, including good standing certificates issued by the Secretary of State of the State of Delaware; and (b) certificates, representations, and statements of officers, directors, managers, and authorized representatives of Parent, Merger Sub, and Solara Fund VI GP LLC, as to certain factual matters. We have assumed the accuracy and completeness of all such certificates, representations, and statements.
2.  Good Standing Certificates. We have relied upon the Certificates of Good Standing for each of Parent and Merger Sub issued by the Secretary of State of the State of Delaware, each dated July 3, 2024. We note that such certificates speak only as of their respective dates and are not conclusive as to the matters addressed therein for any period after such dates. We have made no independent inquiry with the Secretary of State of the State of Delaware or any other governmental authority since July 3, 2024.
3.  Accuracy of Transaction Documents. We have assumed the accuracy and completeness of all representations and warranties contained in the Transaction Documents and in all certificates, closing deliverables, and other documents delivered in connection therewith, and we have relied upon such representations and warranties in rendering the opinions expressed herein.
VII. RELIANCE AND DISTRIBUTION LIMITATIONS
This Opinion is furnished solely for the benefit of Cloudium Technologies plc in connection with the closing of the transactions contemplated by the Merger Agreement and may be relied upon by the Company solely for such purpose. This Opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent.
Notwithstanding the foregoing, Ridgeway Phelps & Sato LLP, as counsel to the Company, may rely on this Opinion in connection with their advice to the Company regarding the closing of the transactions contemplated by the Merger Agreement, as though this Opinion were addressed to Ridgeway Phelps & Sato LLP and delivered on the date hereof.
This Opinion may not be quoted, cited, or referred to in whole or in part, nor may it be filed with any governmental authority, regulatory agency, court, or other person or entity, without our prior written consent, except: (a) as may be required by applicable law, regulation, or legal process; or (b) as may be required in connection with any proceeding arising out of or relating to the Transaction Documents, provided that any such filing or disclosure shall be subject to the understanding that we assume no responsibility or liability to any third party that may gain access to this Opinion.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Harrison Wexford
Title: Partner, Mergers & Acquisitions
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Date: July 9, 2024
SCHEDULE A
LIST OF TRANSACTION DOCUMENTS
The following Transaction Documents were examined in connection with the opinions rendered in this Opinion:
SCHEDULE B
LIST OF ORGANIZATIONAL DOCUMENTS REVIEWED
The following organizational documents, certificates, and records were examined in connection with the opinions rendered in this Opinion:
No. | Document | Date
1. | Agreement and Plan of Merger among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP | January 22, 2024
2. | Equity Commitment Letter from Solara Digital Infrastructure Fund VI LP to Stratos Merger Sub Inc. ($2,832,888,096) | January 22, 2024
3. | Limited Guarantee from Solara Fund VI GP LLC in favor of Cloudium Technologies plc ($246,000,000) | January 22, 2024
4. | Certificate of Merger to be filed with the Secretary of State of the State of Delaware (effective time: 11:59 PM ET) | July 9, 2024
No. | Document | Date / Reference
1. | Certificate of Limited Partnership of Solara Digital Infrastructure Fund VI LP | As filed with the Delaware Secretary of State
2. | Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP (as amended) | March 15, 2021 (as amended)
3. | Certificate of Formation of Solara Fund VI GP LLC | As filed with the Delaware Secretary of State
4. | Limited Liability Company Agreement of Solara Fund VI GP LLC | March 15, 2021 (as amended)
5. | Certificate of Good Standing — Solara Digital Infrastructure Fund VI LP (Delaware) | July 3, 2024
6. | Resolutions of Solara Fund VI GP LLC (as general partner of Parent) | January 22, 2024
7. | Certificate of Incorporation of Stratos Merger Sub Inc. (DE File No. 7923841) | January 8, 2024
8. | Bylaws of Stratos Merger Sub Inc. | January 8, 2024
9. | Certificate of Good Standing — Stratos Merger Sub Inc. (Delaware) | July 3, 2024
10. | Unanimous Written Consent of sole director of Stratos Merger Sub Inc. | January 22, 2024
11. | Written Consent of Solara Digital Infrastructure Fund VI LP (sole stockholder of Merger Sub) | January 22, 2024
12. | Secretary's Certificate of Solara Digital Infrastructure Fund VI LP (closing deliverable) | July 9, 2024
13. | Secretary's Certificate of Stratos Merger Sub Inc. (closing deliverable) | July 9, 2024
14. | Officer's Certificate of Parent and Merger Sub (closing deliverable) | July 9, 2024