Common use of Materials Examined Clause in Contracts

Materials Examined. In connection with this opinion, we have examined executed copies of each of the Equity Documents. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, instruments and certificates (including certificates of public officials and of officers of the parties) and such other documents as we have deemed relevant for the opinions set forth herein. In rendering the opinions expressed below, we have examined only executed counterparts or copies of the Equity Documents that were provided to us. We have also made such other investigations of fact and law as we have considered necessary or appropriate for the purposes of the opinions set forth herein. As to factual matters, we have relied without investigation on the representations and warranties set forth in the Equity Documents. In addition, we have reviewed (a) the Factual Certificates of Sponsor Member and Sponsor, respectively, attached to this opinion as Schedule II (each, a “Factual Certificate” and, collectively, the “Factual Certificates”), and (b) copies of each of the contracts listed on Schedule III (each, a “Material Financing Contract” and, collectively, the “Material Financing Contracts”) made available to us by Sponsor. Our opinion in paragraph 4 below relating to the Material Financing Contracts is based on the assumption that, in each case pursuant to the Escrow Agreement, by and among (i) Solar Partners I, LLC, (ii) Solar Partners II, LLC, (iii) Solar Partners VIII, LLC, (iv) Sponsor Member, (v) Sponsor, (vi) NRG Investor, (vii) Google Investor, (viii) Xxxxxxx Xxxxx Bank USA, (ix) Hercules Technology Growth Capital, Inc., (x) Hercules Technology II, L.P., (xi) PNC Bank National Association, doing business as Midland Loan Services, a division of PNC Bank, National Association, (xii) Xxxxxxx Title Guaranty Company, and (xiii) Chicago Title Insurance Company, dated as of April [ ], 2011 (the “Equity Escrow Agreement”), (a) DOE has funded the amounts requested in the initial FFB Advance Requests (as referred to and provided in Section 3.b of the Equity Escrow Agreement), (b) funds have been released from escrow pursuant to Section 4 of the Equity Escrow Agreement, (c) a portion of the funds so released have been applied to repay in full the loan to Sponsor under the Credit Facility Agreement (as April [ ], 2011 defined in Schedule III of this opinion) pursuant to Section 4.a of the Equity Escrow Agreement, and (d) the UCC Termination Statements/UCC Amendments (as defined in the Equity Escrow) have been filed pursuant to Section 4.b of the Equity Escrow Agreement. Our opinion in paragraph 5 below is based on the following assumptions: (i) the bank’s jurisdiction of any applicable securities intermediary is the State of New York; (ii) the securities intermediary is not a party to any agreement that would limit, condition or conflict with any provision of the Blocked Account Control Agreement with respect to the “control” (within the meaning of Section 8-106(d) or Section 9-104 of the NYUCC) of the Blocked Account; and (iii) Sponsor Member does not control, is not controlled by and is not under common control with the securities intermediary. Opinions Based upon such examination, and having regard for legal considerations we deem relevant, we are of the opinion, subject to the qualifications and assumptions set forth below, that:

Materials Examined. In connection with this opinion, we have examined executed copies of each of the Equity Documents. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, instruments and certificates (including certificates of public officials and of officers of the parties) and such other documents as we have deemed relevant for the opinions set forth herein. In rendering the opinions expressed below, we have examined only executed counterparts or copies of the Equity Documents that were provided to us. We have also made such other investigations of fact and law as we have considered necessary or appropriate for the purposes of the opinions set forth herein. As to factual matters, we have relied without investigation on the representations and warranties set forth in the Equity Documents. In addition, we have reviewed (a) the Factual Certificates of Sponsor Member and Sponsor, respectively, attached to this opinion as Schedule II (each, a “Factual Certificate” and, collectively, the “Factual Certificates”), and (b) copies of each of the contracts listed on Schedule III (each, a “Material Financing Contract” and, collectively, the “Material Financing Contracts”) made available to us by Sponsor. Our opinion in paragraph 4 below relating to the Material Financing Contracts is based on the assumption that, in each case pursuant to the Escrow Agreement, by and among (i) Solar Partners I, LLC, (ii) Solar Partners II, LLC, (iii) Solar Partners VIII, LLC, (iv) Sponsor Member, (v) Sponsor, (vi) NRG Investor, (vii) Google Investor, (viii) Xxxxxxx Xxxxx Bank USA, (ix) Hercules Technology Growth Capital, Inc., (x) Hercules Technology II, L.P., (xi) PNC Bank National Association, doing business as Midland Loan Services, a division of PNC Bank, National Association, (xii) Xxxxxxx Title Guaranty Company, and (xiii) Chicago Title Insurance Company, dated as of April [ ], 2011 the date hereof (the “Equity Escrow Agreement”), (a) DOE has funded the amounts requested in the initial FFB Advance Requests (as referred to and provided in Section 3.b of the Equity Escrow Agreement), (b) funds have been released from escrow pursuant to Section 4 of the Equity Escrow Agreement, (c) a portion of the funds so released have been applied to repay in full the loan to Sponsor under the Credit Facility Agreement (as April [ ], 2011 defined in Schedule III of this opinion) pursuant to Section 4.a of the Equity Escrow Agreement, and (d) the UCC Termination Statements/UCC Amendments (as defined in the Equity Escrow) have been filed pursuant to Section 4.b of the Equity Escrow Agreement. Our opinion in paragraph 5 below is based on the following assumptions: (i) the bank’s April , 2011 jurisdiction of any applicable securities intermediary is the State of New York; (ii) the securities intermediary is not a party to any agreement that would limit, condition or conflict with any provision of the Blocked Account Control Agreement with respect to the “control” (within the meaning of Section 8-106(d) or Section 9-104 of the NYUCC) of the Blocked Account; and (iii) Sponsor Member does not control, is not controlled by and is not under common control with the securities intermediary. Opinions Based upon such examination, and having regard for legal considerations we deem relevant, we are of the opinion, subject to the qualifications and assumptions set forth below, that:

Materials Examined. In connection with this opinion, we have examined executed copies of each of the Equity Documents. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, instruments and certificates (including certificates of public officials and of officers of the parties) and such other documents as we have deemed relevant for the opinions set forth herein. In rendering the opinions expressed below, we have examined only executed counterparts or copies of the Equity Documents that were provided to us. We have also made such other investigations of fact and law as we have considered necessary or appropriate for the purposes of the opinions set forth herein. As to factual matters, we have relied without investigation on the representations and warranties set forth in the Equity Documents. In addition, we have reviewed (a) the Factual Certificates of Sponsor Member and Sponsor, respectively, attached to this opinion as Schedule II (each, a “Factual Certificate” and, collectively, the “Factual Certificates”), and (b) copies of each of the contracts listed on Schedule III (each, a “Material Financing Contract” and, collectively, the “Material Financing Contracts”) made available to us by Sponsor. Our opinion in paragraph 4 below relating to the Material Financing Contracts is based on the assumption that, in each case pursuant to the Escrow Agreement, by and among (i) Solar Partners I, LLC, (ii) Solar Partners II, LLC, (iii) Solar Partners VIII, LLC, (iv) Sponsor Member, (v) Sponsor, (vi) NRG Investor, (vii) Google Investor, (viii) Xxxxxxx Xxxxx Bank USA, (ix) Hercules Technology Growth Capital, Inc., (x) Hercules Technology II, L.P., (xi) PNC Bank National Association, doing business as Midland Loan Services, a division of PNC Bank, National Association, (xii) Xxxxxxx Title Guaranty Company, and (xiii) Chicago Title Insurance Company, dated as of April [ ], 2011 the date hereof (the “Equity Escrow Agreement”), (a) DOE has funded the amounts requested in the initial FFB Advance Requests (as referred to and provided in Section 3.b of the Equity Escrow Agreement), (b) funds have been released from escrow pursuant to Section 4 of the Equity Escrow Agreement, (c) a portion of the funds so released have been applied to repay in full the loan to Sponsor under the Credit Facility Agreement (as April [ ], 2011 defined in Schedule III of this opinion) pursuant to Section 4.a of the Equity Escrow Agreement, and (d) the UCC Termination Statements/UCC Amendments (as defined in the Equity Escrow) have been filed pursuant to Section 4.b of the Equity Escrow Agreement. Our opinion in paragraph 5 below is based on the following assumptions: (i) the bank’s jurisdiction of any applicable securities intermediary is the State of New York; (ii) the securities intermediary is not a party to any agreement that would limit, condition or conflict with any April , 2011 provision of the Blocked Account Control Agreement with respect to the “control” (within the meaning of Section 8-106(d) or Section 9-104 of the NYUCC) of the Blocked Account; and (iii) Sponsor Member does not control, is not controlled by and is not under common control with the securities intermediary. Opinions Based upon such examination, and having regard for legal considerations we deem relevant, we are of the opinion, subject to the qualifications and assumptions set forth below, that: