1041-00003 · Solara Digital Infrastructure LP · Opinions

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PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, New York 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

July 9, 2024

Matter No.: 1041-00003

Meridian Atlantic Bank, N.A., as Administrative Agent 383 Madison Avenue New York, New York 10179

Attention: Graham Whitaker, Managing Director, Leveraged Finance

Ironclad Capital Markets LLC, as Co-Arranger 200 West Street New York, New York 10282

Attention: Samuel Diaz, Director, Leveraged Finance

Each of the Lenders party to the Credit Agreement referred to below and each other Secured Party under the Guarantee and Collateral Agreement referred to below

Re: Legal Opinion — Solara Digital Infrastructure Fund VI LP / Cloudium Technologies plc Acquisition Financing

Ladies and Gentlemen:

We have acted as counsel to Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI," EIN 87-4523190), Solara Fund VI GP LLC, a Delaware limited liability company ("Fund VI GP"), Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub," DE File No. 7923841), and Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521, US EIN 83-2196754) ("Cloudium" or the "Borrower," and collectively with Fund VI, Fund VI GP, and Merger Sub, the "Opinion Parties"), 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, Merger Sub, and Fund VI.

As you are aware, the merger contemplated by the Merger Agreement (the "Merger") has been consummated on the date hereof. The Certificate of Merger was filed with the Secretary of State of the State of Delaware effective at 11:59 PM Eastern Time on July 9, 2024 (such date and time, the "Effective Time"). At the Effective Time, Merger Sub merged with and into Cloudium, with Cloudium surviving the Merger as a wholly owned subsidiary of Fund VI (Cloudium, in such capacity following the Effective Time, is sometimes referred to as the "Surviving Corporation"). The aggregate transaction value is approximately $6,800,000,000, representing merger consideration of approximately $36.92 per share of Cloudium common stock (excluding shares owned by Fund VI, Merger Sub, or Cloudium, and shares with respect to which appraisal rights have been properly demanded and not withdrawn).

This opinion letter is being delivered to the Administrative Agent, the Co-Arranger, the Lenders, and each other Secured Party pursuant to Section 4.01(h) of the Credit Agreement (as defined below) in connection with the closing of the credit facilities described herein on the date hereof (the "Closing Date").

Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Credit Agreement.

I. DOCUMENTS EXAMINED; DEFINED TERMS

In rendering the opinions set forth herein, we have examined the following documents:

A. Opinion Documents (the "Loan Documents")

(i) Credit Agreement, dated as of July 9, 2024 (the "Credit Agreement"), among Cloudium Technologies plc, as Borrower, Meridian Atlantic Bank, N.A., as Administrative Agent, Ironclad Capital Markets LLC, as Co-Arranger, and the several lenders from time to time party thereto (each, a "Lender," and collectively, the "Lenders"), providing for the following credit facilities:

(a) a Term Loan B Facility in the aggregate principal amount of $3,740,000,000, with a maturity date of July 9, 2031 (seven years from the Closing Date), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 325 basis points, with a SOFR floor of 0.00% and customary step-downs upon achievement of specified leverage targets (the "Term Loan B Facility"); and

(b) a Revolving Credit Facility in the aggregate principal amount of $500,000,000, with a maturity date of July 9, 2029 (five years from the Closing Date), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 275 basis points, with a commitment fee of 0.375% per annum on undrawn commitments, reducing to 0.25% upon achievement of a Total Net Leverage Ratio of less than or equal to 4.50:1.00 (the "Revolving Credit Facility," and together with the Term Loan B Facility, the "Credit Facilities"). As of the Closing Date, $0 has been drawn under the Revolving Credit Facility.

The total committed amount under the Credit Agreement is $4,240,000,000.

(ii) Guarantee and Collateral Agreement, dated as of July 9, 2024 (the "Guarantee and Collateral Agreement"), among the Borrower, the subsidiary guarantors party thereto from time to time (collectively, the "Subsidiary Guarantors"), and Meridian Atlantic Bank, N.A., as Collateral Agent (in such capacity, the "Collateral Agent"), pursuant to which (a) the Subsidiary Guarantors have guaranteed the Borrower's obligations under the Credit Agreement and the other Loan Documents and (b) the Borrower and the Subsidiary Guarantors have pledged the equity interests in certain direct and indirect subsidiaries of Cloudium, including without limitation Cloudium Technologies UK Ltd. (Company No. 11287456), Cloudium Technologies India Pvt. Ltd., and Cloudium Solutions GmbH (each, a "Pledged Subsidiary"), together with substantially all of the personal property of the Borrower and the Subsidiary Guarantors located in the United States, subject to certain customary exclusions and limitations set forth therein;

(iii) Intercreditor Agreement, dated as of July 9, 2024 (the "Intercreditor Agreement"), among Meridian Atlantic Bank, N.A., as First Lien Agent, Fund VI, and the other secured parties party thereto from time to time, establishing the relative priorities and rights of the secured parties with respect to the collateral securing the obligations under the Loan Documents; and

(iv) Each promissory note (if any) delivered pursuant to the Credit Agreement on the Closing Date (collectively, the "Notes").

Items (i) through (iv) above, together with any other agreements, instruments, certificates, and documents executed and delivered by any of the Opinion Parties in connection therewith on the date hereof, are collectively referred to herein as the "Loan Documents."

B. Other Documents Examined

In addition to the Loan Documents, we have also examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(i) the Merger Agreement (execution version, dated January 22, 2024), among Cloudium, Merger Sub, and Fund VI;

(ii) the Debt Commitment Letter, dated January 22, 2024, from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC to Fund VI, providing for aggregate committed financing in the amount of $4,240,000,000 in connection with the transactions contemplated by the Merger Agreement (the "Debt Commitment Letter");

(iii) the Equity Commitment Letter, dated January 22, 2024, from Fund VI to Merger Sub, providing for an equity commitment in the amount of $2,832,888,096 to fund a portion of the merger consideration and related transaction costs (the "Equity Commitment Letter");

(iv) the Limited Guarantee, dated January 22, 2024, from Fund VI GP in favor of Cloudium in the amount of $246,000,000, guaranteeing certain obligations of Fund VI and Merger Sub under the Merger Agreement (the "Limited Guarantee");

(v) the Certificate of Incorporation of Merger Sub, as filed with the Secretary of State of the State of Delaware on January 8, 2024, and the Bylaws of Merger Sub as adopted on January 8, 2024;

(vi) the Certificate of Incorporation of the Surviving Corporation, as filed with the Secretary of State of the State of Delaware on July 9, 2024, and the Bylaws of the Surviving Corporation as adopted on July 9, 2024;

(vii) resolutions of the Board of Directors and sole stockholder (Fund VI) of Merger Sub, dated January 22, 2024, authorizing the execution, delivery, and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger;

(viii) resolutions of Fund VI GP, in its capacity as the general partner of Fund VI, dated January 22, 2024, authorizing the execution, delivery, and performance of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, and related transaction documents on behalf of Fund VI;

(ix) the Certificate of Merger, as filed with the Secretary of State of the State of Delaware on July 9, 2024, effective at 11:59 PM Eastern Time on July 9, 2024;

(x) a Certificate of Good Standing of Merger Sub issued by the Secretary of State of the State of Delaware, dated July 3, 2024;

(xi) a Certificate of Good Standing of Fund VI issued by the Secretary of State of the State of Delaware, dated July 3, 2024;

(xii) Secretary's Certificates of each of Merger Sub, Fund VI, and Cloudium, each dated July 9, 2024, certifying as to organizational documents, incumbency, and authorizing resolutions;

(xiii) the Solvency Certificate, dated July 9, 2024, delivered by the Chief Financial Officer of the Surviving Corporation, certifying as to the solvency of the Surviving Corporation and its subsidiaries on a consolidated basis as of the Closing Date after giving effect to the Merger, the incurrence of indebtedness under the Loan Documents, and the other transactions contemplated hereby;

(xiv) the Payoff Letter from Atlas Commercial Lending Corp., dated July 5, 2024 (the "Payoff Letter"), confirming (a) the aggregate payoff amount necessary to satisfy in full all obligations under that certain Credit Agreement, dated as of March 15, 2021, among Cloudium (as borrower), Atlas Commercial Lending Corp. (as administrative agent), and the lenders party thereto, consisting of a term loan facility in the outstanding principal amount of $620,000,000 and a revolving credit facility with outstanding revolving commitments of $200,000,000 (with $200,000,000 then outstanding), for an aggregate payoff amount of $820,000,000 (exclusive of accrued and unpaid interest and fees through the payoff date, which amounts are set forth in the Payoff Letter), and (b) that upon receipt of such payoff amount, all liens and security interests securing such obligations will be released and terminated;

(xv) UCC-3 Termination Statements filed or to be filed in connection with the termination of the security interests of Atlas Commercial Lending Corp. in the assets of Cloudium and its subsidiaries;

(xvi) the Lien Release Package delivered by Atlas Commercial Lending Corp., consisting of lien releases, mortgage discharges, and intellectual property security interest releases;

(xvii) the Funds Flow Memorandum (final execution version, dated July 8, 2024), detailing the sources and uses of funds on the Closing Date, including the application of term loan proceeds, equity contributions, and cash on hand to fund the merger consideration, repay existing indebtedness, fund escrow accounts, and pay transaction costs;

(xviii) the Escrow Agreement, dated January 22, 2024 (effective at the Closing), among Fund VI, Cobalt Trust Company (as Escrow Agent), and Douglas Pemberton (as Stockholder Representative), establishing an indemnity escrow in the amount of $544,000,000 from the merger consideration to secure certain post-closing indemnification obligations of the former stockholders of Cloudium under the Merger Agreement (the "Escrow Agreement");

(xix) Representations and Warranties Insurance Policy No. NFA-TRI-2024-00487, issued by Northfield Assurance Ltd. in favor of Fund VI and the Surviving Corporation, providing coverage in an aggregate limit of $680,000,000 for losses arising from breaches of representations and warranties in the Merger Agreement (the "R&W Insurance Policy"); and

(xx) such other certificates, instruments, documents, records, and matters of law as we have deemed necessary or appropriate as a basis for the opinions expressed herein.

C. Certificates and Confirmations Relied Upon

In rendering the opinions set forth herein, we have relied upon, among other things:

(i) the Officer's Certificate of Cloudium, dated July 9, 2024, delivered in satisfaction of the closing conditions set forth in Section 7.02 of the Merger Agreement and Section 4.01 of the Credit Agreement, certifying as to the accuracy of the representations and warranties of Cloudium and the satisfaction of closing conditions;

(ii) the Officer's Certificate of Fund VI and Merger Sub, dated July 9, 2024, delivered in satisfaction of the closing conditions set forth in Section 7.03 of the Merger Agreement and Section 4.01 of the Credit Agreement, certifying as to the accuracy of the representations and warranties of Fund VI and Merger Sub and the satisfaction of closing conditions;

(iii) the representations and warranties of the Opinion Parties contained in the Loan Documents and the Merger Agreement; and

(iv) certificates of public officials as to the good standing and legal existence of the Opinion Parties in their respective jurisdictions of formation.

II. ASSUMPTIONS

In rendering the opinions expressed herein, we have assumed, with your consent and without independent investigation or verification, the following:

(a) The genuineness of all signatures on all documents submitted to us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, and the authenticity of the originals of all such copies.

(b) The legal capacity of all natural persons who have executed any of the documents reviewed by us.

(c) Each party to the Loan Documents (other than the Opinion Parties) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite power and authority to execute, deliver, and perform its obligations under the Loan Documents and any other documents to which it is a party. The execution, delivery, and performance by each such party of the Loan Documents and any other documents to which it is a party have been duly authorized by all necessary action on the part of such party and do not violate any applicable law, regulation, or order, or such party's governing documents, or result in a breach of or default under any agreement or instrument to which such party is a party or by which it or its property is bound.

(d) The Loan Documents constitute the legal, valid, and binding obligations of each party thereto (other than the Opinion Parties), enforceable against each such party in accordance with their respective terms, subject to the same qualifications as set forth in Section IV below with respect to enforceability.

(e) The accuracy and completeness of all certificates and factual statements made by officers and other representatives of the Opinion Parties and delivered to us in connection with the transactions contemplated by the Loan Documents, and the accuracy and completeness of all certificates and statements of public officials upon which we have relied.

(f) There has been no mutual mistake of fact, duress, fraud, or undue influence with respect to the negotiation, execution, delivery, or performance of any of the Loan Documents or any of the other documents examined by us.

(g) The Credit Agreement and the other Loan Documents accurately describe the business terms agreed upon among the parties thereto, and there are no oral or written agreements, understandings, or modifications that alter, amend, supplement, or otherwise modify the terms of the Loan Documents as presented to us.

(h) The Borrower will use the proceeds of the Credit Facilities in compliance with all applicable laws, including, without limitation, the margin regulations of the Board of Governors of the Federal Reserve System (Regulations T, U, and X).

(i) All filings, registrations, and recordings necessary to perfect the security interests created by the Guarantee and Collateral Agreement have been or will be timely made in the appropriate offices, except to the extent that we have specifically opined upon the perfection of such security interests in Section III below.

(j) The descriptions of the collateral contained in any UCC-1 financing statements filed in connection with the Loan Documents reasonably identify the collateral intended to be covered thereby.

(k) The consideration provided by each party to the Loan Documents constitutes reasonably equivalent value and fair consideration for the obligations incurred thereby, and no party to the Loan Documents entered into the Loan Documents with the intent to defraud any creditor.

(l) None of the Opinion Parties is subject to any agreement, instrument, order, judgment, or decree that would prohibit or restrict its ability to enter into or perform the Loan Documents (other than the agreements specifically reviewed by us).

III. OPINIONS

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

Opinion 1 — Due Organization and Good Standing (Delaware Entities)

(a) Stratos Merger Sub Inc. was, immediately prior to the Effective Time of the Merger, a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. We note that, upon the filing and effectiveness of the Certificate of Merger with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on July 9, 2024, Merger Sub merged with and into Cloudium and ceased to exist as a separate legal entity. Accordingly, this opinion as to Merger Sub is rendered solely with respect to the period prior to the Effective Time of the Merger.

(b) Solara Digital Infrastructure Fund VI LP is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Fund VI's Certificate of Limited Partnership was duly filed with the Secretary of State of the State of Delaware, and Fund VI has not been dissolved or terminated.

(c) Solara Fund VI GP LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. Fund VI GP's Certificate of Formation was duly filed with the Secretary of State of the State of Delaware, and Fund VI GP has not been dissolved or terminated.

In rendering the foregoing opinions as to good standing, we have relied exclusively upon the Certificates of Good Standing issued by the Secretary of State of the State of Delaware with respect to Merger Sub and Fund VI, each dated July 3, 2024, and, with respect to Fund VI GP, we have relied upon a Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated July 3, 2024. We note that such certificates speak only as of their respective dates and that we have made no independent inquiry as to events occurring subsequent to such dates.

We express no opinion as to the due organization, valid existence, or good standing of Cloudium Technologies plc under the laws of England and Wales or any other jurisdiction outside of the State of Delaware, as such matters are beyond the scope of this opinion.

Opinion 2 — Power and Authority

Each Opinion Party had (or, in the case of Merger Sub, had immediately prior to the Effective Time of the Merger) all requisite limited partnership power and authority (in the case of Fund VI), limited liability company power and authority (in the case of Fund VI GP), or corporate power and authority (in the case of Merger Sub) to execute, deliver, and perform its respective obligations under each of the Loan Documents to which it is a party. In the case of Fund VI, such power and authority is derived from Fund VI's Agreement of Limited Partnership, as amended, and the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. In the case of Fund VI GP, such power and authority is derived from Fund VI GP's Limited Liability Company Agreement, as amended, and the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. In the case of Merger Sub, such power and authority was derived from Merger Sub's Certificate of Incorporation and Bylaws and the Delaware General Corporation Law, 8 Del. C. § 101 et seq. (the "DGCL").

We express no opinion as to the power and authority of Cloudium Technologies plc under the laws of England and Wales or any other non-U.S. jurisdiction.

Opinion 3 — Due Authorization

The execution, delivery, and performance of the Loan Documents by each Opinion Party that is a party thereto have been duly authorized by all necessary limited partnership action (in the case of Fund VI), limited liability company action (in the case of Fund VI GP), or corporate action (in the case of Merger Sub), as applicable. Without limiting the generality of the foregoing:

(a) With respect to Fund VI, the resolutions adopted by Fund VI GP, acting in its capacity as the general partner of Fund VI, dated January 22, 2024, duly authorized the execution, delivery, and performance by Fund VI of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, the Loan Documents, and all other agreements, instruments, and documents to be executed and delivered by Fund VI in connection with the transactions contemplated thereby. Such resolutions were duly adopted in accordance with Fund VI's Agreement of Limited Partnership and the Delaware Revised Uniform Limited Partnership Act, remain in full force and effect and have not been amended, modified, or rescinded.

(b) With respect to Merger Sub, the Board of Directors of Merger Sub unanimously adopted resolutions on January 22, 2024, authorizing the execution, delivery, and performance by Merger Sub of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger. Additionally, Fund VI, as the sole stockholder of Merger Sub, adopted a written consent in lieu of a meeting on January 22, 2024, approving and adopting the Merger Agreement and the Merger in accordance with Section 228 and Section 251 of the DGCL. Such resolutions and written consent were duly adopted in accordance with the Certificate of Incorporation and Bylaws of Merger Sub and the DGCL, remain in full force and effect, and have not been amended, modified, or rescinded.

(c) With respect to Fund VI GP, the authorizing resolutions adopted by the members of Fund VI GP on January 22, 2024, authorized Fund VI GP to take all actions on behalf of Fund VI in connection with the Merger Agreement, the Loan Documents, and the transactions contemplated thereby. Such resolutions were duly adopted in accordance with Fund VI GP's Limited Liability Company Agreement and the Delaware Limited Liability Company Act, remain in full force and effect, and have not been amended, modified, or rescinded.

Opinion 4 — Execution and Delivery

Each of the Loan Documents has been duly executed and delivered by or on behalf of each Opinion Party that is a party thereto. In rendering this opinion, we have reviewed the signature pages to each of the Loan Documents and have confirmed that such Loan Documents were executed by officers or authorized representatives of the respective Opinion Parties who were duly authorized to execute such documents on behalf of such Opinion Parties pursuant to the authorizing resolutions described in Opinion 3 above.

Opinion 5 — Enforceability

Each Loan Document to which an Opinion Party is a party constitutes the legal, valid, and binding obligation of such Opinion Party, enforceable against such Opinion Party in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions (as defined in Section IV.A below).

Opinion 6 — No Violation of Governing Documents

The execution, delivery, and performance by each Opinion Party of the Loan Documents to which such Opinion Party is a party do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation or Bylaws of Merger Sub (as in effect immediately prior to the Effective Time), the Certificate of Incorporation or Bylaws of the Surviving Corporation, the Agreement of Limited Partnership or Certificate of Limited Partnership of Fund VI, or the Limited Liability Company Agreement or Certificate of Formation of Fund VI GP; or

(b) violate any law, rule, or regulation of the State of Delaware applicable to such Opinion Party, including the DGCL, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Limited Liability Company Act, in each case limited to laws of general applicability to Delaware corporations, limited partnerships, and limited liability companies, respectively (and subject to the qualifications set forth in Section IV below).

Opinion 7 — No Violation of Specified Agreements

The execution, delivery, and performance of the Loan Documents by the Opinion Parties do not and will not result in (a) a breach of or default under, (b) the creation of any lien upon any property or assets of any Opinion Party pursuant to, (c) the acceleration of any indebtedness or other obligation under, or (d) a requirement for any consent or approval under, any of the following agreements: (i) the Merger Agreement, (ii) the Equity Commitment Letter, (iii) the Limited Guarantee, or (iv) the Escrow Agreement, in each case subject to the qualifications and limitations set forth in Section IV below.

This opinion is limited to the specific agreements identified in clauses (i) through (iv) above and does not extend to any other agreement, instrument, order, judgment, or decree to which any Opinion Party may be a party or by which any Opinion Party or its property may be bound. We have not reviewed any agreements other than those specifically identified in Sections I.A and I.B of this opinion letter, and we express no opinion as to any such other agreements.

Opinion 8 — No Governmental Approvals Required

No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority of the State of Delaware, or, to the extent governed by federal law, any federal governmental authority of the United States, is required for the execution, delivery, or performance of the Loan Documents by the Opinion Parties, except for:

(a) filings that have already been duly made and are effective as of the date hereof, including the Certificate of Merger filed with the Secretary of State of the State of Delaware on July 9, 2024, and such filings as have been made with the Securities and Exchange Commission in connection with the Merger;

(b) the filing of UCC-1 financing statements with the appropriate filing offices as contemplated by the Guarantee and Collateral Agreement, which filings are addressed in Opinion 10 below; and

(c) such other filings, registrations, and recordings as may be necessary to perfect the security interests created by the Guarantee and Collateral Agreement, including any filings with the United States Patent and Trademark Office or the United States Copyright Office.

We express no opinion as to any consents, approvals, authorizations, or filings that may be required under the laws of any jurisdiction other than the State of Delaware and the federal laws of the United States. Without limiting the foregoing, we express no opinion as to any filings, approvals, or authorizations that may be required under the laws of England and Wales, India, Germany, or any other foreign jurisdiction, or under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which we understand has been satisfied prior to the date hereof) or any foreign antitrust or competition laws.

Opinion 9 — No Litigation (to our knowledge)

To our knowledge, after inquiry of the attorneys at this firm who have rendered substantive legal services in connection with the Loan Documents and the Merger Agreement (but without any independent investigation or review of any litigation docket or court records), there is no pending or, to our knowledge, threatened action, suit, investigation, or proceeding against any Opinion Party before any court, governmental authority, or arbitrator that (a) challenges the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby or (b) if determined adversely to any Opinion Party, would reasonably be expected to have a material adverse effect on the ability of such Opinion Party to perform its obligations under the Loan Documents.

The phrase "to our knowledge" as used in this Opinion 9 means the actual, current knowledge of the attorneys at Calderwood & Harkness LLP who have been actively and substantively involved in the representation of the Opinion Parties in connection with the transactions described herein, without any independent investigation, review of litigation dockets, or inquiry of any person other than such attorneys. We have not reviewed the records or dockets of any court or governmental authority, and we have not undertaken any investigation of pending or threatened litigation other than as described in this paragraph.

Opinion 10 — Security Interest Opinions (UCC / Pledge)

(a) The Guarantee and Collateral Agreement creates a valid security interest in favor of the Collateral Agent (Meridian Atlantic Bank, N.A.) in those equity interests of the Pledged Subsidiaries described in the Guarantee and Collateral Agreement and pledged thereunder by the Borrower and the Subsidiary Guarantors (collectively, the "Pledged Equity Interests"), in each case to the extent that a security interest in such Pledged Equity Interests can be created under Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "NY UCC"). Such security interest secures the obligations described in the Guarantee and Collateral Agreement as the "Secured Obligations."

(b) Upon the filing of duly completed UCC-1 financing statements on form UCC-1 in the office of the Secretary of State of the State of New York (or such other appropriate filing offices as are specified under the NY UCC based on the location of the applicable debtor), naming the applicable Opinion Party or Subsidiary Guarantor as debtor and the Collateral Agent as secured party, and containing a description of the collateral that reasonably identifies the Pledged Equity Interests, the security interests in the Pledged Equity Interests described in clause (a) above will be perfected to the extent that perfection of such security interests can be achieved by the filing of UCC-1 financing statements under the NY UCC.

(c) To the extent that the Pledged Equity Interests consist of "certificated securities" (as defined in Section 8-102(a)(4) of the NY UCC), perfection of the security interests therein may also be achieved by delivery of the certificates representing such securities to the Collateral Agent, endorsed in blank or accompanied by undated stock or transfer powers endorsed in blank, in accordance with Section 9-313 and Section 8-301 of the NY UCC.

We note that this opinion does not cover, and we express no opinion as to, the creation, validity, perfection, or priority of any security interest in (i) assets located outside the United States, (ii) equity interests in Cloudium Technologies UK Ltd., Cloudium Technologies India Pvt. Ltd., Cloudium Solutions GmbH, or any other subsidiary organized under the laws of a jurisdiction outside the United States, to the extent the creation, validity, perfection, or priority of security interests therein is governed by the laws of a jurisdiction other than the State of New York, (iii) any intellectual property rights to the extent that perfection of a security interest therein is governed by federal law (other than as may be addressed by the filing of UCC-1 financing statements), or (iv) any deposit accounts, letter-of-credit rights, electronic chattel paper, or other assets as to which perfection by filing of UCC-1 financing statements alone is not sufficient under the NY UCC. We also express no opinion as to the priority of the security interests created by the Guarantee and Collateral Agreement as against the claims of third parties, except to the extent that priority is established by the filing of UCC-1 financing statements and Article 9 of the NY UCC.

Opinion 11 — Investment Company Act

None of the Opinion Parties is, or upon the consummation of the transactions contemplated by the Loan Documents will become, required to be registered as an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"). In rendering this opinion, we have relied upon the nature of the business conducted by each Opinion Party as represented to us by officers of each such entity, and we have assumed that each Opinion Party will continue to conduct its business as described in the Loan Documents and the Merger Agreement.

Opinion 12 — Margin Regulations

Assuming that the proceeds of the Credit Facilities are applied as described in the Credit Agreement and the Funds Flow Memorandum, the making of the loans under the Credit Agreement and the application of the proceeds thereof as contemplated by the Credit Agreement do not violate Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221), or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System, as each is in effect on the date hereof. In rendering this opinion, we have relied upon the representations made in the Credit Agreement that none of the proceeds of the Credit Facilities will be used, directly or indirectly, to purchase or carry "margin stock" (as defined in Regulation U) or to extend credit for the purpose of purchasing or carrying margin stock, in each case in violation of the margin regulations.

IV. QUALIFICATIONS, LIMITATIONS, AND EXCEPTIONS

The opinions expressed in Section III above are subject to the following qualifications, limitations, and exceptions:

A. Enforceability Exceptions

The opinion set forth in Opinion 5 above with respect to the enforceability of the Loan Documents is subject to and limited by (collectively, the "Enforceability Exceptions"):

(i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent transfer, fraudulent conveyance, and other similar laws affecting the enforcement of creditors' rights generally, as from time to time in effect, including without limitation the United States Bankruptcy Code (Title 11 of the United States Code), as amended, and state laws regarding fraudulent transfers and fraudulent conveyances, including the Uniform Fraudulent Transfer Act (or its successor, the Uniform Voidable Transactions Act) and the Uniform Fraudulent Conveyance Act, in each case as adopted in applicable jurisdictions;

(ii) general principles of equity (whether considered in a proceeding in equity or at law), including without limitation (A) concepts of materiality, reasonableness, good faith, and fair dealing, (B) the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforcement is sought in a proceeding in equity or at law, (C) the power of a court of equity to deny enforcement of certain provisions on the grounds of unconscionability, impossibility, impracticability, or frustration of purpose, and (D) limitations on the availability of equitable remedies where adequate remedies at law may exist; and

(iii) limitations imposed by applicable law or public policy underlying such law on provisions of the Loan Documents relating to indemnification, contribution, or exculpation, including without limitation provisions that purport to indemnify a party against its own negligence or willful misconduct, or that purport to allocate liability for losses arising from violations of securities laws, or that purport to waive rights that cannot be waived as a matter of law.

B. Law Covered

The opinions expressed herein are limited solely to the following bodies of law as in effect on the date hereof:

(i) the laws of the State of New York (excluding the choice of law rules thereof, except to the extent that Section 5-1401 of the New York General Obligations Law directs the application of New York law);

(ii) the General Corporation Law of the State of Delaware (8 Del. C. § 101 et seq.) (the "DGCL");

(iii) the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.);

(iv) the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.); and

(v) the federal laws of the United States of America, to the extent specifically referenced in the opinions set forth in Section III above.

We express no opinion as to the laws of England and Wales, the Republic of India, the Federal Republic of Germany, or any other jurisdiction not specifically identified above. Without limiting the generality of the foregoing, we express no opinion with respect to:

(i) tax laws (whether federal, state, local, or foreign), including but not limited to any opinion as to the tax consequences of the Merger or the incurrence of indebtedness under the Loan Documents;

(ii) securities laws (whether federal or state), other than the opinion set forth in Opinion 11 above with respect to the Investment Company Act of 1940;

(iii) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any regulations promulgated thereunder, including any "prohibited transaction" analysis under Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended;

(iv) environmental laws, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, as amended, and any analogous state laws;

(v) antitrust or competition laws, including without limitation the Sherman Antitrust Act, the Clayton Act, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and any analogous state or foreign laws;

(vi) sanctions laws, anti-money-laundering laws, or anti-corruption laws, including without limitation the International Emergency Economic Powers Act, the Trading with the Enemy Act, the foreign asset control regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the Bank Secrecy Act, the USA PATRIOT Act, and the Foreign Corrupt Practices Act of 1977, except to the extent that such laws constitute laws of general applicability within the laws specified in clauses (i) through (v) of this Section IV.B above; and

(vii) the laws of any jurisdiction other than as specifically identified in clauses (i) through (v) of this Section IV.B above.

C. Specific Qualifications

Without limiting the generality of the foregoing, we express no opinion with respect to any provision of the Loan Documents to the extent that such provision:

(i) purports to broadly waive or limit rights, defenses, or immunities granted by statute, including without limitation waivers of rights under applicable debtor protection statutes that may not be waived as a matter of law prior to the occurrence of a default;

(ii) relates to the severability of provisions of the Loan Documents, to the extent that the removal or modification of any unenforceable provision would materially alter the rights and obligations of the parties thereunder;

(iii) constitutes or purports to constitute a penalty or forfeiture, as distinguished from a reasonable pre-estimate of damages;

(iv) purports to establish evidentiary standards or shift burdens of proof in a manner inconsistent with applicable law;

(v) purports to waive the right to a trial by jury, as the enforceability of such waivers may vary by jurisdiction and may be subject to the discretion of the court in which such waiver is sought to be enforced;

(vi) relates to the selection of a forum or venue for the adjudication of disputes, to the extent that such provisions are subject to the discretion of the court and may be overridden by considerations of convenience, judicial economy, or other factors recognized under applicable law, including without limitation 28 U.S.C. § 1404(a);

(vii) purports to grant powers of attorney or agency that are irrevocable, to the extent that such irrevocability may be limited by applicable law, including principles of agency law providing that a power coupled with an interest may nonetheless be terminated under certain circumstances;

(viii) requires the payment of any amount in excess of actual damages, including without limitation liquidated damages provisions, default interest provisions, and late payment charges, to the extent that such provisions do not bear a reasonable relationship to anticipated or actual damages and may therefore be unenforceable as penalties under applicable law; and

(ix) purports to require the consent of the Administrative Agent or the Collateral Agent as a condition to any assignment or transfer of collateral or other property, to the extent that the applicable provisions of Article 9 of the NY UCC (including without limitation Sections 9-406, 9-407, 9-408, and 9-409) render such restrictions ineffective as against security interests created under the NY UCC.

The opinion set forth in Opinion 10 above with respect to the creation and perfection of security interests under the NY UCC is subject to customary limitations and qualifications, including without limitation the following:

(a) the priority of the security interests created by the Guarantee and Collateral Agreement may be affected by (i) the rights of buyers in the ordinary course of business under Section 9-320(a) of the NY UCC, (ii) purchase-money security interests under Section 9-324 of the NY UCC, (iii) the rights of holders in due course of negotiable instruments or holders to whom negotiable documents of title have been duly negotiated, (iv) statutory liens and other liens arising by operation of law, and (v) claims of the United States and its agencies, including federal tax liens under the Internal Revenue Code;

(b) the continuation of perfection of the security interests created by filing of UCC-1 financing statements is subject to the timely filing of UCC-3 continuation statements prior to the expiration of the initial five-year effectiveness period and each subsequent continuation period;

(c) we express no opinion as to the creation or perfection of security interests in proceeds of collateral, except to the extent that such proceeds constitute identifiable cash proceeds or other proceeds in which a security interest is perfected by the filing of the same UCC-1 financing statements;

(d) we express no opinion as to the enforceability of after-acquired property clauses or future advance clauses to the extent limited by the United States Bankruptcy Code or other applicable law; and

(e) we express no opinion regarding the effect on the security interests of any commingling of collateral or collateral proceeds with other property.

We express no opinion regarding compliance with any financial covenants set forth in the Credit Agreement, including without limitation (a) the Total Net Leverage Ratio covenant (requiring Total Net Leverage not to exceed 6.50:1.00, stepping down to 6.00:1.00 on the first anniversary of the Closing Date, 5.50:1.00 on the second anniversary of the Closing Date, and 5.00:1.00 on the third anniversary of the Closing Date and thereafter), (b) the Revolving Credit Facility springing First Lien Net Leverage Ratio covenant (tested only when aggregate revolving credit exposure exceeds 40% of total revolving commitments, requiring First Lien Net Leverage not to exceed 5.00:1.00), or (c) the calculation of any financial ratios, financial amounts, EBITDA adjustments, or pro forma calculations set forth in the Credit Agreement or any compliance certificate delivered thereunder.

D. Reliance and Assumptions Regarding Factual Matters

We have relied, without independent investigation or verification, upon the representations and warranties of the Opinion Parties contained in the Loan Documents, the Merger Agreement, and the other documents described in Section I above, and upon the factual certificates and statements of officers and representatives of the Opinion Parties delivered to us in connection with the transactions contemplated by the Loan Documents. We have assumed the accuracy and completeness of such representations, warranties, certificates, and statements and have not undertaken any independent factual investigation with respect thereto. To the extent that the opinions expressed herein are based upon or qualified by references to factual matters, we have relied exclusively upon the foregoing.

We have not reviewed the dockets or records of any court, governmental agency, or other tribunal, and we have not made any independent inquiry into the existence or absence of any pending or threatened litigation, governmental investigation, or administrative proceeding, except for the limited inquiry described in Opinion 9 above. We have not reviewed any financial statements, projections, or other financial information regarding the Opinion Parties, and we have not undertaken any analysis of the solvency, financial condition, or creditworthiness of any Opinion Party or any other party to the Loan Documents.

V. RELIANCE, BENEFIT, AND OTHER MATTERS

A. Reliance. This opinion letter is furnished solely for the benefit of (a) Meridian Atlantic Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement and the Guarantee and Collateral Agreement, respectively, (b) Ironclad Capital Markets LLC, in its capacity as Co-Arranger under the Credit Agreement, (c) each of the Lenders from time to time party to the Credit Agreement, and (d) each other Secured Party under the Guarantee and Collateral Agreement (collectively, the "Opinion Recipients"), and their respective successors and permitted assigns under the Loan Documents. This opinion letter may also be relied upon by Winthrop & Hale LLP (901 New York Avenue NW, Washington, DC 20001) solely in connection with its representation of the Administrative Agent and the Lenders in connection with the transactions described herein.

This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent. This opinion letter may not be quoted, referred to, or furnished to any other person or entity (other than the Opinion Recipients and Winthrop & Hale LLP as set forth above) without our prior written consent, except that (i) any Opinion Recipient may furnish a copy of this opinion letter to its successors and permitted assigns under the Loan Documents, and to its legal counsel, auditors, and regulators, in each case solely in connection with the transactions described herein, and (ii) this opinion letter may be disclosed as may be required by applicable law, regulation, or court order.

B. No Duty to Update

This opinion letter is rendered as of the date hereof and speaks only as of the date hereof. We assume no obligation to update, supplement, revise, or reaffirm this opinion letter to reflect any facts, circumstances, events, developments, changes in law, or changes in our analysis that may hereafter come to our attention or occur after the date hereof. The opinions expressed herein are based upon the law in effect on the date hereof, and we disclaim any obligation to advise any Opinion Recipient or any other person of any change in law or fact that may affect the opinions expressed herein after the date hereof.

C. Governing Law of Opinion

This opinion letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Section 5-1401 of the New York General Obligations Law). This opinion letter is rendered in accordance with, and is intended to be interpreted under, the Legal Opinion Principles published by the Committee on Legal Opinions of the American Bar Association's Business Law Section, as supplemented by the Report on Customary Practice of the Legal Opinions Committee of the New York County Lawyers' Association (together, the "Customary Practice Reports"), and the terms used herein in connection with the rendering of opinions shall be interpreted as described in the Customary Practice Reports to the extent not otherwise defined herein.

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Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Harrison Wexford

Title: Partner, Mergers & Acquisitions Group

Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4000

cc (via electronic mail and overnight courier):

Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801

Attention: Marcus Elliston, Founder & Managing Partner

Attention: Priya Narasimhan, Co-Managing Partner & Chief Investment Officer

Ironclad Capital Markets LLC 200 West Street New York, New York 10282

Attention: Samuel Diaz, Director, Leveraged Finance

Winthrop & Hale LLP 901 New York Avenue NW Washington, DC 20001

Attention: Christine Novak

PRIVILEGED AND CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, New York 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
July 9, 2024
Matter No.: 1041-00003
Meridian Atlantic Bank, N.A., as Administrative Agent 383 Madison Avenue New York, New York 10179
Attention: Graham Whitaker, Managing Director, Leveraged Finance
Ironclad Capital Markets LLC, as Co-Arranger 200 West Street New York, New York 10282
Attention: Samuel Diaz, Director, Leveraged Finance
Each of the Lenders party to the Credit Agreement referred to below and each other Secured Party under the Guarantee and Collateral Agreement referred to below
Re: Legal Opinion — Solara Digital Infrastructure Fund VI LP / Cloudium Technologies plc Acquisition Financing
Ladies and Gentlemen:
We have acted as counsel to Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI," EIN 87-4523190), Solara Fund VI GP LLC, a Delaware limited liability company ("Fund VI GP"), Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub," DE File No. 7923841), and Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521, US EIN 83-2196754) ("Cloudium" or the "Borrower," and collectively with Fund VI, Fund VI GP, and Merger Sub, the "Opinion Parties"), 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, Merger Sub, and Fund VI.
As you are aware, the merger contemplated by the Merger Agreement (the "Merger") has been consummated on the date hereof. The Certificate of Merger was filed with the Secretary of State of the State of Delaware effective at 11:59 PM Eastern Time on July 9, 2024 (such date and time, the "Effective Time"). At the Effective Time, Merger Sub merged with and into Cloudium, with Cloudium surviving the Merger as a wholly owned subsidiary of Fund VI (Cloudium, in such capacity following the Effective Time, is sometimes referred to as the "Surviving Corporation"). The aggregate transaction value is approximately $6,800,000,000, representing merger consideration of approximately $36.92 per share of Cloudium common stock (excluding shares owned by Fund VI, Merger Sub, or Cloudium, and shares with respect to which appraisal rights have been properly demanded and not withdrawn).
This opinion letter is being delivered to the Administrative Agent, the Co-Arranger, the Lenders, and each other Secured Party pursuant to Section 4.01(h) of the Credit Agreement (as defined below) in connection with the closing of the credit facilities described herein on the date hereof (the "Closing Date").
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Credit Agreement.
I. DOCUMENTS EXAMINED; DEFINED TERMS
In rendering the opinions set forth herein, we have examined the following documents:
A. Opinion Documents (the "Loan Documents")
(i) Credit Agreement, dated as of July 9, 2024 (the "Credit Agreement"), among Cloudium Technologies plc, as Borrower, Meridian Atlantic Bank, N.A., as Administrative Agent, Ironclad Capital Markets LLC, as Co-Arranger, and the several lenders from time to time party thereto (each, a "Lender," and collectively, the "Lenders"), providing for the following credit facilities:
(a) a Term Loan B Facility in the aggregate principal amount of $3,740,000,000, with a maturity date of July 9, 2031 (seven years from the Closing Date), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 325 basis points, with a SOFR floor of 0.00% and customary step-downs upon achievement of specified leverage targets (the "Term Loan B Facility"); and
(b) a Revolving Credit Facility in the aggregate principal amount of $500,000,000, with a maturity date of July 9, 2029 (five years from the Closing Date), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 275 basis points, with a commitment fee of 0.375% per annum on undrawn commitments, reducing to 0.25% upon achievement of a Total Net Leverage Ratio of less than or equal to 4.50:1.00 (the "Revolving Credit Facility," and together with the Term Loan B Facility, the "Credit Facilities"). As of the Closing Date, $0 has been drawn under the Revolving Credit Facility.
The total committed amount under the Credit Agreement is $4,240,000,000.
(ii) Guarantee and Collateral Agreement, dated as of July 9, 2024 (the "Guarantee and Collateral Agreement"), among the Borrower, the subsidiary guarantors party thereto from time to time (collectively, the "Subsidiary Guarantors"), and Meridian Atlantic Bank, N.A., as Collateral Agent (in such capacity, the "Collateral Agent"), pursuant to which (a) the Subsidiary Guarantors have guaranteed the Borrower's obligations under the Credit Agreement and the other Loan Documents and (b) the Borrower and the Subsidiary Guarantors have pledged the equity interests in certain direct and indirect subsidiaries of Cloudium, including without limitation Cloudium Technologies UK Ltd. (Company No. 11287456), Cloudium Technologies India Pvt. Ltd., and Cloudium Solutions GmbH (each, a "Pledged Subsidiary"), together with substantially all of the personal property of the Borrower and the Subsidiary Guarantors located in the United States, subject to certain customary exclusions and limitations set forth therein;
(iii) Intercreditor Agreement, dated as of July 9, 2024 (the "Intercreditor Agreement"), among Meridian Atlantic Bank, N.A., as First Lien Agent, Fund VI, and the other secured parties party thereto from time to time, establishing the relative priorities and rights of the secured parties with respect to the collateral securing the obligations under the Loan Documents; and
(iv) Each promissory note (if any) delivered pursuant to the Credit Agreement on the Closing Date (collectively, the "Notes").
Items (i) through (iv) above, together with any other agreements, instruments, certificates, and documents executed and delivered by any of the Opinion Parties in connection therewith on the date hereof, are collectively referred to herein as the "Loan Documents."
B. Other Documents Examined
In addition to the Loan Documents, we have also examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:
(i) the Merger Agreement (execution version, dated January 22, 2024), among Cloudium, Merger Sub, and Fund VI;
(ii) the Debt Commitment Letter, dated January 22, 2024, from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC to Fund VI, providing for aggregate committed financing in the amount of $4,240,000,000 in connection with the transactions contemplated by the Merger Agreement (the "Debt Commitment Letter");
(iii) the Equity Commitment Letter, dated January 22, 2024, from Fund VI to Merger Sub, providing for an equity commitment in the amount of $2,832,888,096 to fund a portion of the merger consideration and related transaction costs (the "Equity Commitment Letter");
(iv) the Limited Guarantee, dated January 22, 2024, from Fund VI GP in favor of Cloudium in the amount of $246,000,000, guaranteeing certain obligations of Fund VI and Merger Sub under the Merger Agreement (the "Limited Guarantee");
(v) the Certificate of Incorporation of Merger Sub, as filed with the Secretary of State of the State of Delaware on January 8, 2024, and the Bylaws of Merger Sub as adopted on January 8, 2024;
(vi) the Certificate of Incorporation of the Surviving Corporation, as filed with the Secretary of State of the State of Delaware on July 9, 2024, and the Bylaws of the Surviving Corporation as adopted on July 9, 2024;
(vii) resolutions of the Board of Directors and sole stockholder (Fund VI) of Merger Sub, dated January 22, 2024, authorizing the execution, delivery, and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger;
(viii) resolutions of Fund VI GP, in its capacity as the general partner of Fund VI, dated January 22, 2024, authorizing the execution, delivery, and performance of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, and related transaction documents on behalf of Fund VI;
(ix) the Certificate of Merger, as filed with the Secretary of State of the State of Delaware on July 9, 2024, effective at 11:59 PM Eastern Time on July 9, 2024;
(x) a Certificate of Good Standing of Merger Sub issued by the Secretary of State of the State of Delaware, dated July 3, 2024;
(xi) a Certificate of Good Standing of Fund VI issued by the Secretary of State of the State of Delaware, dated July 3, 2024;
(xii) Secretary's Certificates of each of Merger Sub, Fund VI, and Cloudium, each dated July 9, 2024, certifying as to organizational documents, incumbency, and authorizing resolutions;
(xiii) the Solvency Certificate, dated July 9, 2024, delivered by the Chief Financial Officer of the Surviving Corporation, certifying as to the solvency of the Surviving Corporation and its subsidiaries on a consolidated basis as of the Closing Date after giving effect to the Merger, the incurrence of indebtedness under the Loan Documents, and the other transactions contemplated hereby;
(xiv) the Payoff Letter from Atlas Commercial Lending Corp., dated July 5, 2024 (the "Payoff Letter"), confirming (a) the aggregate payoff amount necessary to satisfy in full all obligations under that certain Credit Agreement, dated as of March 15, 2021, among Cloudium (as borrower), Atlas Commercial Lending Corp. (as administrative agent), and the lenders party thereto, consisting of a term loan facility in the outstanding principal amount of $620,000,000 and a revolving credit facility with outstanding revolving commitments of $200,000,000 (with $200,000,000 then outstanding), for an aggregate payoff amount of $820,000,000 (exclusive of accrued and unpaid interest and fees through the payoff date, which amounts are set forth in the Payoff Letter), and (b) that upon receipt of such payoff amount, all liens and security interests securing such obligations will be released and terminated;
(xv) UCC-3 Termination Statements filed or to be filed in connection with the termination of the security interests of Atlas Commercial Lending Corp. in the assets of Cloudium and its subsidiaries;
(xvi) the Lien Release Package delivered by Atlas Commercial Lending Corp., consisting of lien releases, mortgage discharges, and intellectual property security interest releases;
(xvii) the Funds Flow Memorandum (final execution version, dated July 8, 2024), detailing the sources and uses of funds on the Closing Date, including the application of term loan proceeds, equity contributions, and cash on hand to fund the merger consideration, repay existing indebtedness, fund escrow accounts, and pay transaction costs;
(xviii) the Escrow Agreement, dated January 22, 2024 (effective at the Closing), among Fund VI, Cobalt Trust Company (as Escrow Agent), and Douglas Pemberton (as Stockholder Representative), establishing an indemnity escrow in the amount of $544,000,000 from the merger consideration to secure certain post-closing indemnification obligations of the former stockholders of Cloudium under the Merger Agreement (the "Escrow Agreement");
(xix) Representations and Warranties Insurance Policy No. NFA-TRI-2024-00487, issued by Northfield Assurance Ltd. in favor of Fund VI and the Surviving Corporation, providing coverage in an aggregate limit of $680,000,000 for losses arising from breaches of representations and warranties in the Merger Agreement (the "R&W Insurance Policy"); and
(xx) such other certificates, instruments, documents, records, and matters of law as we have deemed necessary or appropriate as a basis for the opinions expressed herein.
C. Certificates and Confirmations Relied Upon
In rendering the opinions set forth herein, we have relied upon, among other things:
(i) the Officer's Certificate of Cloudium, dated July 9, 2024, delivered in satisfaction of the closing conditions set forth in Section 7.02 of the Merger Agreement and Section 4.01 of the Credit Agreement, certifying as to the accuracy of the representations and warranties of Cloudium and the satisfaction of closing conditions;
(ii) the Officer's Certificate of Fund VI and Merger Sub, dated July 9, 2024, delivered in satisfaction of the closing conditions set forth in Section 7.03 of the Merger Agreement and Section 4.01 of the Credit Agreement, certifying as to the accuracy of the representations and warranties of Fund VI and Merger Sub and the satisfaction of closing conditions;
(iii) the representations and warranties of the Opinion Parties contained in the Loan Documents and the Merger Agreement; and
(iv) certificates of public officials as to the good standing and legal existence of the Opinion Parties in their respective jurisdictions of formation.
II. ASSUMPTIONS
In rendering the opinions expressed herein, we have assumed, with your consent and without independent investigation or verification, the following:
(a) The genuineness of all signatures on all documents submitted to us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, and the authenticity of the originals of all such copies.
(b) The legal capacity of all natural persons who have executed any of the documents reviewed by us.
(c) Each party to the Loan Documents (other than the Opinion Parties) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite power and authority to execute, deliver, and perform its obligations under the Loan Documents and any other documents to which it is a party. The execution, delivery, and performance by each such party of the Loan Documents and any other documents to which it is a party have been duly authorized by all necessary action on the part of such party and do not violate any applicable law, regulation, or order, or such party's governing documents, or result in a breach of or default under any agreement or instrument to which such party is a party or by which it or its property is bound.
(d) The Loan Documents constitute the legal, valid, and binding obligations of each party thereto (other than the Opinion Parties), enforceable against each such party in accordance with their respective terms, subject to the same qualifications as set forth in Section IV below with respect to enforceability.
(e) The accuracy and completeness of all certificates and factual statements made by officers and other representatives of the Opinion Parties and delivered to us in connection with the transactions contemplated by the Loan Documents, and the accuracy and completeness of all certificates and statements of public officials upon which we have relied.
(f) There has been no mutual mistake of fact, duress, fraud, or undue influence with respect to the negotiation, execution, delivery, or performance of any of the Loan Documents or any of the other documents examined by us.
(g) The Credit Agreement and the other Loan Documents accurately describe the business terms agreed upon among the parties thereto, and there are no oral or written agreements, understandings, or modifications that alter, amend, supplement, or otherwise modify the terms of the Loan Documents as presented to us.
(h) The Borrower will use the proceeds of the Credit Facilities in compliance with all applicable laws, including, without limitation, the margin regulations of the Board of Governors of the Federal Reserve System (Regulations T, U, and X).
(i) All filings, registrations, and recordings necessary to perfect the security interests created by the Guarantee and Collateral Agreement have been or will be timely made in the appropriate offices, except to the extent that we have specifically opined upon the perfection of such security interests in Section III below.
(j) The descriptions of the collateral contained in any UCC-1 financing statements filed in connection with the Loan Documents reasonably identify the collateral intended to be covered thereby.
(k) The consideration provided by each party to the Loan Documents constitutes reasonably equivalent value and fair consideration for the obligations incurred thereby, and no party to the Loan Documents entered into the Loan Documents with the intent to defraud any creditor.
(l) None of the Opinion Parties is subject to any agreement, instrument, order, judgment, or decree that would prohibit or restrict its ability to enter into or perform the Loan Documents (other than the agreements specifically reviewed by us).
III. OPINIONS
Based upon the foregoing and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:
Opinion 1 — Due Organization and Good Standing (Delaware Entities)
(a) Stratos Merger Sub Inc. was, immediately prior to the Effective Time of the Merger, a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. We note that, upon the filing and effectiveness of the Certificate of Merger with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on July 9, 2024, Merger Sub merged with and into Cloudium and ceased to exist as a separate legal entity. Accordingly, this opinion as to Merger Sub is rendered solely with respect to the period prior to the Effective Time of the Merger.
(b) Solara Digital Infrastructure Fund VI LP is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Fund VI's Certificate of Limited Partnership was duly filed with the Secretary of State of the State of Delaware, and Fund VI has not been dissolved or terminated.
(c) Solara Fund VI GP LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. Fund VI GP's Certificate of Formation was duly filed with the Secretary of State of the State of Delaware, and Fund VI GP has not been dissolved or terminated.
In rendering the foregoing opinions as to good standing, we have relied exclusively upon the Certificates of Good Standing issued by the Secretary of State of the State of Delaware with respect to Merger Sub and Fund VI, each dated July 3, 2024, and, with respect to Fund VI GP, we have relied upon a Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated July 3, 2024. We note that such certificates speak only as of their respective dates and that we have made no independent inquiry as to events occurring subsequent to such dates.
We express no opinion as to the due organization, valid existence, or good standing of Cloudium Technologies plc under the laws of England and Wales or any other jurisdiction outside of the State of Delaware, as such matters are beyond the scope of this opinion.
Opinion 2 — Power and Authority
Each Opinion Party had (or, in the case of Merger Sub, had immediately prior to the Effective Time of the Merger) all requisite limited partnership power and authority (in the case of Fund VI), limited liability company power and authority (in the case of Fund VI GP), or corporate power and authority (in the case of Merger Sub) to execute, deliver, and perform its respective obligations under each of the Loan Documents to which it is a party. In the case of Fund VI, such power and authority is derived from Fund VI's Agreement of Limited Partnership, as amended, and the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. In the case of Fund VI GP, such power and authority is derived from Fund VI GP's Limited Liability Company Agreement, as amended, and the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. In the case of Merger Sub, such power and authority was derived from Merger Sub's Certificate of Incorporation and Bylaws and the Delaware General Corporation Law, 8 Del. C. § 101 et seq. (the "DGCL").
We express no opinion as to the power and authority of Cloudium Technologies plc under the laws of England and Wales or any other non-U.S. jurisdiction.
Opinion 3 — Due Authorization
The execution, delivery, and performance of the Loan Documents by each Opinion Party that is a party thereto have been duly authorized by all necessary limited partnership action (in the case of Fund VI), limited liability company action (in the case of Fund VI GP), or corporate action (in the case of Merger Sub), as applicable. Without limiting the generality of the foregoing:
(a) With respect to Fund VI, the resolutions adopted by Fund VI GP, acting in its capacity as the general partner of Fund VI, dated January 22, 2024, duly authorized the execution, delivery, and performance by Fund VI of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, the Loan Documents, and all other agreements, instruments, and documents to be executed and delivered by Fund VI in connection with the transactions contemplated thereby. Such resolutions were duly adopted in accordance with Fund VI's Agreement of Limited Partnership and the Delaware Revised Uniform Limited Partnership Act, remain in full force and effect and have not been amended, modified, or rescinded.
(b) With respect to Merger Sub, the Board of Directors of Merger Sub unanimously adopted resolutions on January 22, 2024, authorizing the execution, delivery, and performance by Merger Sub of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger. Additionally, Fund VI, as the sole stockholder of Merger Sub, adopted a written consent in lieu of a meeting on January 22, 2024, approving and adopting the Merger Agreement and the Merger in accordance with Section 228 and Section 251 of the DGCL. Such resolutions and written consent were duly adopted in accordance with the Certificate of Incorporation and Bylaws of Merger Sub and the DGCL, remain in full force and effect, and have not been amended, modified, or rescinded.
(c) With respect to Fund VI GP, the authorizing resolutions adopted by the members of Fund VI GP on January 22, 2024, authorized Fund VI GP to take all actions on behalf of Fund VI in connection with the Merger Agreement, the Loan Documents, and the transactions contemplated thereby. Such resolutions were duly adopted in accordance with Fund VI GP's Limited Liability Company Agreement and the Delaware Limited Liability Company Act, remain in full force and effect, and have not been amended, modified, or rescinded.
Opinion 4 — Execution and Delivery
Each of the Loan Documents has been duly executed and delivered by or on behalf of each Opinion Party that is a party thereto. In rendering this opinion, we have reviewed the signature pages to each of the Loan Documents and have confirmed that such Loan Documents were executed by officers or authorized representatives of the respective Opinion Parties who were duly authorized to execute such documents on behalf of such Opinion Parties pursuant to the authorizing resolutions described in Opinion 3 above.
Opinion 5 — Enforceability
Each Loan Document to which an Opinion Party is a party constitutes the legal, valid, and binding obligation of such Opinion Party, enforceable against such Opinion Party in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions (as defined in Section IV.A below).
Opinion 6 — No Violation of Governing Documents
The execution, delivery, and performance by each Opinion Party of the Loan Documents to which such Opinion Party is a party do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation or Bylaws of Merger Sub (as in effect immediately prior to the Effective Time), the Certificate of Incorporation or Bylaws of the Surviving Corporation, the Agreement of Limited Partnership or Certificate of Limited Partnership of Fund VI, or the Limited Liability Company Agreement or Certificate of Formation of Fund VI GP; or
(b) violate any law, rule, or regulation of the State of Delaware applicable to such Opinion Party, including the DGCL, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Limited Liability Company Act, in each case limited to laws of general applicability to Delaware corporations, limited partnerships, and limited liability companies, respectively (and subject to the qualifications set forth in Section IV below).
Opinion 7 — No Violation of Specified Agreements
The execution, delivery, and performance of the Loan Documents by the Opinion Parties do not and will not result in (a) a breach of or default under, (b) the creation of any lien upon any property or assets of any Opinion Party pursuant to, (c) the acceleration of any indebtedness or other obligation under, or (d) a requirement for any consent or approval under, any of the following agreements: (i) the Merger Agreement, (ii) the Equity Commitment Letter, (iii) the Limited Guarantee, or (iv) the Escrow Agreement, in each case subject to the qualifications and limitations set forth in Section IV below.
This opinion is limited to the specific agreements identified in clauses (i) through (iv) above and does not extend to any other agreement, instrument, order, judgment, or decree to which any Opinion Party may be a party or by which any Opinion Party or its property may be bound. We have not reviewed any agreements other than those specifically identified in Sections I.A and I.B of this opinion letter, and we express no opinion as to any such other agreements.
Opinion 8 — No Governmental Approvals Required
No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority of the State of Delaware, or, to the extent governed by federal law, any federal governmental authority of the United States, is required for the execution, delivery, or performance of the Loan Documents by the Opinion Parties, except for:
(a) filings that have already been duly made and are effective as of the date hereof, including the Certificate of Merger filed with the Secretary of State of the State of Delaware on July 9, 2024, and such filings as have been made with the Securities and Exchange Commission in connection with the Merger;
(b) the filing of UCC-1 financing statements with the appropriate filing offices as contemplated by the Guarantee and Collateral Agreement, which filings are addressed in Opinion 10 below; and
(c) such other filings, registrations, and recordings as may be necessary to perfect the security interests created by the Guarantee and Collateral Agreement, including any filings with the United States Patent and Trademark Office or the United States Copyright Office.
We express no opinion as to any consents, approvals, authorizations, or filings that may be required under the laws of any jurisdiction other than the State of Delaware and the federal laws of the United States. Without limiting the foregoing, we express no opinion as to any filings, approvals, or authorizations that may be required under the laws of England and Wales, India, Germany, or any other foreign jurisdiction, or under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which we understand has been satisfied prior to the date hereof) or any foreign antitrust or competition laws.
Opinion 9 — No Litigation (to our knowledge)
To our knowledge, after inquiry of the attorneys at this firm who have rendered substantive legal services in connection with the Loan Documents and the Merger Agreement (but without any independent investigation or review of any litigation docket or court records), there is no pending or, to our knowledge, threatened action, suit, investigation, or proceeding against any Opinion Party before any court, governmental authority, or arbitrator that (a) challenges the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby or (b) if determined adversely to any Opinion Party, would reasonably be expected to have a material adverse effect on the ability of such Opinion Party to perform its obligations under the Loan Documents.
The phrase "to our knowledge" as used in this Opinion 9 means the actual, current knowledge of the attorneys at Calderwood & Harkness LLP who have been actively and substantively involved in the representation of the Opinion Parties in connection with the transactions described herein, without any independent investigation, review of litigation dockets, or inquiry of any person other than such attorneys. We have not reviewed the records or dockets of any court or governmental authority, and we have not undertaken any investigation of pending or threatened litigation other than as described in this paragraph.
Opinion 10 — Security Interest Opinions (UCC / Pledge)
(a) The Guarantee and Collateral Agreement creates a valid security interest in favor of the Collateral Agent (Meridian Atlantic Bank, N.A.) in those equity interests of the Pledged Subsidiaries described in the Guarantee and Collateral Agreement and pledged thereunder by the Borrower and the Subsidiary Guarantors (collectively, the "Pledged Equity Interests"), in each case to the extent that a security interest in such Pledged Equity Interests can be created under Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "NY UCC"). Such security interest secures the obligations described in the Guarantee and Collateral Agreement as the "Secured Obligations."
(b) Upon the filing of duly completed UCC-1 financing statements on form UCC-1 in the office of the Secretary of State of the State of New York (or such other appropriate filing offices as are specified under the NY UCC based on the location of the applicable debtor), naming the applicable Opinion Party or Subsidiary Guarantor as debtor and the Collateral Agent as secured party, and containing a description of the collateral that reasonably identifies the Pledged Equity Interests, the security interests in the Pledged Equity Interests described in clause (a) above will be perfected to the extent that perfection of such security interests can be achieved by the filing of UCC-1 financing statements under the NY UCC.
(c) To the extent that the Pledged Equity Interests consist of "certificated securities" (as defined in Section 8-102(a)(4) of the NY UCC), perfection of the security interests therein may also be achieved by delivery of the certificates representing such securities to the Collateral Agent, endorsed in blank or accompanied by undated stock or transfer powers endorsed in blank, in accordance with Section 9-313 and Section 8-301 of the NY UCC.
We note that this opinion does not cover, and we express no opinion as to, the creation, validity, perfection, or priority of any security interest in (i) assets located outside the United States, (ii) equity interests in Cloudium Technologies UK Ltd., Cloudium Technologies India Pvt. Ltd., Cloudium Solutions GmbH, or any other subsidiary organized under the laws of a jurisdiction outside the United States, to the extent the creation, validity, perfection, or priority of security interests therein is governed by the laws of a jurisdiction other than the State of New York, (iii) any intellectual property rights to the extent that perfection of a security interest therein is governed by federal law (other than as may be addressed by the filing of UCC-1 financing statements), or (iv) any deposit accounts, letter-of-credit rights, electronic chattel paper, or other assets as to which perfection by filing of UCC-1 financing statements alone is not sufficient under the NY UCC. We also express no opinion as to the priority of the security interests created by the Guarantee and Collateral Agreement as against the claims of third parties, except to the extent that priority is established by the filing of UCC-1 financing statements and Article 9 of the NY UCC.
Opinion 11 — Investment Company Act
None of the Opinion Parties is, or upon the consummation of the transactions contemplated by the Loan Documents will become, required to be registered as an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"). In rendering this opinion, we have relied upon the nature of the business conducted by each Opinion Party as represented to us by officers of each such entity, and we have assumed that each Opinion Party will continue to conduct its business as described in the Loan Documents and the Merger Agreement.
Opinion 12 — Margin Regulations
Assuming that the proceeds of the Credit Facilities are applied as described in the Credit Agreement and the Funds Flow Memorandum, the making of the loans under the Credit Agreement and the application of the proceeds thereof as contemplated by the Credit Agreement do not violate Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221), or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System, as each is in effect on the date hereof. In rendering this opinion, we have relied upon the representations made in the Credit Agreement that none of the proceeds of the Credit Facilities will be used, directly or indirectly, to purchase or carry "margin stock" (as defined in Regulation U) or to extend credit for the purpose of purchasing or carrying margin stock, in each case in violation of the margin regulations.
IV. QUALIFICATIONS, LIMITATIONS, AND EXCEPTIONS
The opinions expressed in Section III above are subject to the following qualifications, limitations, and exceptions:
A. Enforceability Exceptions
The opinion set forth in Opinion 5 above with respect to the enforceability of the Loan Documents is subject to and limited by (collectively, the "Enforceability Exceptions"):
(i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent transfer, fraudulent conveyance, and other similar laws affecting the enforcement of creditors' rights generally, as from time to time in effect, including without limitation the United States Bankruptcy Code (Title 11 of the United States Code), as amended, and state laws regarding fraudulent transfers and fraudulent conveyances, including the Uniform Fraudulent Transfer Act (or its successor, the Uniform Voidable Transactions Act) and the Uniform Fraudulent Conveyance Act, in each case as adopted in applicable jurisdictions;
(ii) general principles of equity (whether considered in a proceeding in equity or at law), including without limitation (A) concepts of materiality, reasonableness, good faith, and fair dealing, (B) the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforcement is sought in a proceeding in equity or at law, (C) the power of a court of equity to deny enforcement of certain provisions on the grounds of unconscionability, impossibility, impracticability, or frustration of purpose, and (D) limitations on the availability of equitable remedies where adequate remedies at law may exist; and
(iii) limitations imposed by applicable law or public policy underlying such law on provisions of the Loan Documents relating to indemnification, contribution, or exculpation, including without limitation provisions that purport to indemnify a party against its own negligence or willful misconduct, or that purport to allocate liability for losses arising from violations of securities laws, or that purport to waive rights that cannot be waived as a matter of law.
B. Law Covered
The opinions expressed herein are limited solely to the following bodies of law as in effect on the date hereof:
(i) the laws of the State of New York (excluding the choice of law rules thereof, except to the extent that Section 5-1401 of the New York General Obligations Law directs the application of New York law);
(ii) the General Corporation Law of the State of Delaware (8 Del. C. § 101 et seq.) (the "DGCL");
(iii) the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.);
(iv) the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.); and
(v) the federal laws of the United States of America, to the extent specifically referenced in the opinions set forth in Section III above.
We express no opinion as to the laws of England and Wales, the Republic of India, the Federal Republic of Germany, or any other jurisdiction not specifically identified above. Without limiting the generality of the foregoing, we express no opinion with respect to:
(i) tax laws (whether federal, state, local, or foreign), including but not limited to any opinion as to the tax consequences of the Merger or the incurrence of indebtedness under the Loan Documents;
(ii) securities laws (whether federal or state), other than the opinion set forth in Opinion 11 above with respect to the Investment Company Act of 1940;
(iii) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any regulations promulgated thereunder, including any "prohibited transaction" analysis under Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended;
(iv) environmental laws, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, as amended, and any analogous state laws;
(v) antitrust or competition laws, including without limitation the Sherman Antitrust Act, the Clayton Act, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and any analogous state or foreign laws;
(vi) sanctions laws, anti-money-laundering laws, or anti-corruption laws, including without limitation the International Emergency Economic Powers Act, the Trading with the Enemy Act, the foreign asset control regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the Bank Secrecy Act, the USA PATRIOT Act, and the Foreign Corrupt Practices Act of 1977, except to the extent that such laws constitute laws of general applicability within the laws specified in clauses (i) through (v) of this Section IV.B above; and
(vii) the laws of any jurisdiction other than as specifically identified in clauses (i) through (v) of this Section IV.B above.
C. Specific Qualifications
Without limiting the generality of the foregoing, we express no opinion with respect to any provision of the Loan Documents to the extent that such provision:
(i) purports to broadly waive or limit rights, defenses, or immunities granted by statute, including without limitation waivers of rights under applicable debtor protection statutes that may not be waived as a matter of law prior to the occurrence of a default;
(ii) relates to the severability of provisions of the Loan Documents, to the extent that the removal or modification of any unenforceable provision would materially alter the rights and obligations of the parties thereunder;
(iii) constitutes or purports to constitute a penalty or forfeiture, as distinguished from a reasonable pre-estimate of damages;
(iv) purports to establish evidentiary standards or shift burdens of proof in a manner inconsistent with applicable law;
(v) purports to waive the right to a trial by jury, as the enforceability of such waivers may vary by jurisdiction and may be subject to the discretion of the court in which such waiver is sought to be enforced;
(vi) relates to the selection of a forum or venue for the adjudication of disputes, to the extent that such provisions are subject to the discretion of the court and may be overridden by considerations of convenience, judicial economy, or other factors recognized under applicable law, including without limitation 28 U.S.C. § 1404(a);
(vii) purports to grant powers of attorney or agency that are irrevocable, to the extent that such irrevocability may be limited by applicable law, including principles of agency law providing that a power coupled with an interest may nonetheless be terminated under certain circumstances;
(viii) requires the payment of any amount in excess of actual damages, including without limitation liquidated damages provisions, default interest provisions, and late payment charges, to the extent that such provisions do not bear a reasonable relationship to anticipated or actual damages and may therefore be unenforceable as penalties under applicable law; and
(ix) purports to require the consent of the Administrative Agent or the Collateral Agent as a condition to any assignment or transfer of collateral or other property, to the extent that the applicable provisions of Article 9 of the NY UCC (including without limitation Sections 9-406, 9-407, 9-408, and 9-409) render such restrictions ineffective as against security interests created under the NY UCC.
The opinion set forth in Opinion 10 above with respect to the creation and perfection of security interests under the NY UCC is subject to customary limitations and qualifications, including without limitation the following:
(a) the priority of the security interests created by the Guarantee and Collateral Agreement may be affected by (i) the rights of buyers in the ordinary course of business under Section 9-320(a) of the NY UCC, (ii) purchase-money security interests under Section 9-324 of the NY UCC, (iii) the rights of holders in due course of negotiable instruments or holders to whom negotiable documents of title have been duly negotiated, (iv) statutory liens and other liens arising by operation of law, and (v) claims of the United States and its agencies, including federal tax liens under the Internal Revenue Code;
(b) the continuation of perfection of the security interests created by filing of UCC-1 financing statements is subject to the timely filing of UCC-3 continuation statements prior to the expiration of the initial five-year effectiveness period and each subsequent continuation period;
(c) we express no opinion as to the creation or perfection of security interests in proceeds of collateral, except to the extent that such proceeds constitute identifiable cash proceeds or other proceeds in which a security interest is perfected by the filing of the same UCC-1 financing statements;
(d) we express no opinion as to the enforceability of after-acquired property clauses or future advance clauses to the extent limited by the United States Bankruptcy Code or other applicable law; and
(e) we express no opinion regarding the effect on the security interests of any commingling of collateral or collateral proceeds with other property.
We express no opinion regarding compliance with any financial covenants set forth in the Credit Agreement, including without limitation (a) the Total Net Leverage Ratio covenant (requiring Total Net Leverage not to exceed 6.50:1.00, stepping down to 6.00:1.00 on the first anniversary of the Closing Date, 5.50:1.00 on the second anniversary of the Closing Date, and 5.00:1.00 on the third anniversary of the Closing Date and thereafter), (b) the Revolving Credit Facility springing First Lien Net Leverage Ratio covenant (tested only when aggregate revolving credit exposure exceeds 40% of total revolving commitments, requiring First Lien Net Leverage not to exceed 5.00:1.00), or (c) the calculation of any financial ratios, financial amounts, EBITDA adjustments, or pro forma calculations set forth in the Credit Agreement or any compliance certificate delivered thereunder.
D. Reliance and Assumptions Regarding Factual Matters
We have relied, without independent investigation or verification, upon the representations and warranties of the Opinion Parties contained in the Loan Documents, the Merger Agreement, and the other documents described in Section I above, and upon the factual certificates and statements of officers and representatives of the Opinion Parties delivered to us in connection with the transactions contemplated by the Loan Documents. We have assumed the accuracy and completeness of such representations, warranties, certificates, and statements and have not undertaken any independent factual investigation with respect thereto. To the extent that the opinions expressed herein are based upon or qualified by references to factual matters, we have relied exclusively upon the foregoing.
We have not reviewed the dockets or records of any court, governmental agency, or other tribunal, and we have not made any independent inquiry into the existence or absence of any pending or threatened litigation, governmental investigation, or administrative proceeding, except for the limited inquiry described in Opinion 9 above. We have not reviewed any financial statements, projections, or other financial information regarding the Opinion Parties, and we have not undertaken any analysis of the solvency, financial condition, or creditworthiness of any Opinion Party or any other party to the Loan Documents.
V. RELIANCE, BENEFIT, AND OTHER MATTERS
A. Reliance.  This opinion letter is furnished solely for the benefit of (a) Meridian Atlantic Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement and the Guarantee and Collateral Agreement, respectively, (b) Ironclad Capital Markets LLC, in its capacity as Co-Arranger under the Credit Agreement, (c) each of the Lenders from time to time party to the Credit Agreement, and (d) each other Secured Party under the Guarantee and Collateral Agreement (collectively, the "Opinion Recipients"), and their respective successors and permitted assigns under the Loan Documents. This opinion letter may also be relied upon by Winthrop & Hale LLP (901 New York Avenue NW, Washington, DC 20001) solely in connection with its representation of the Administrative Agent and the Lenders in connection with the transactions described herein.
This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent. This opinion letter may not be quoted, referred to, or furnished to any other person or entity (other than the Opinion Recipients and Winthrop & Hale LLP as set forth above) without our prior written consent, except that (i) any Opinion Recipient may furnish a copy of this opinion letter to its successors and permitted assigns under the Loan Documents, and to its legal counsel, auditors, and regulators, in each case solely in connection with the transactions described herein, and (ii) this opinion letter may be disclosed as may be required by applicable law, regulation, or court order.
B. No Duty to Update
This opinion letter is rendered as of the date hereof and speaks only as of the date hereof. We assume no obligation to update, supplement, revise, or reaffirm this opinion letter to reflect any facts, circumstances, events, developments, changes in law, or changes in our analysis that may hereafter come to our attention or occur after the date hereof. The opinions expressed herein are based upon the law in effect on the date hereof, and we disclaim any obligation to advise any Opinion Recipient or any other person of any change in law or fact that may affect the opinions expressed herein after the date hereof.
C. Governing Law of Opinion
This opinion letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Section 5-1401 of the New York General Obligations Law). This opinion letter is rendered in accordance with, and is intended to be interpreted under, the Legal Opinion Principles published by the Committee on Legal Opinions of the American Bar Association's Business Law Section, as supplemented by the Report on Customary Practice of the Legal Opinions Committee of the New York County Lawyers' Association (together, the "Customary Practice Reports"), and the terms used herein in connection with the rendering of opinions shall be interpreted as described in the Customary Practice Reports to the extent not otherwise defined herein.
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Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Harrison Wexford
Title: Partner, Mergers & Acquisitions Group
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4000
cc (via electronic mail and overnight courier):
Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
Attention: Marcus Elliston, Founder & Managing Partner
Attention: Priya Narasimhan, Co-Managing Partner & Chief Investment Officer
Ironclad Capital Markets LLC 200 West Street New York, New York 10282
Attention: Samuel Diaz, Director, Leveraged Finance
Winthrop & Hale LLP 901 New York Avenue NW Washington, DC 20001
Attention: Christine Novak

PRIVILEGED AND CONFIDENTIAL

II. ASSUMPTIONS

III. OPINIONS

IV. QUALIFICATIONS, LIMITATIONS, AND EXCEPTIONS

V. RELIANCE, BENEFIT, AND OTHER MATTERS

CALDERWOOD & HARKNESS LLP

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