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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/02/20 Energea Portfolio 2 LLC 1-A 14:5.3M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: 1-A Offering Statement -- Reg. A -- primary_doc.xml HTML 14K
2: PART II AND III Offering Circular HTML 705K
5: EX1A-2A CHARTER Authorizing Resolution of the Company Dated HTML 26K
June 5, 2020
3: EX1A-2A CHARTER Certificate of Formation of the Company Filed HTML 13K
With the Delaware Secretary of State on January
13, 2020
4: EX1A-2A CHARTER Limited Liability Company Agreement of the HTML 96K
Company Dated June 5, 2020
6: EX1A-4 SUBS AGMT Form of Investment Agreement HTML 30K
7: EX1A-4 SUBS AGMT Proposed Equipment Rental Contract for HTML 119K
Iguatama Project
9: EX1A-4 SUBS AGMT Proposed Equipment Rental Contract for HTML 124K
Salinas Project
8: EX1A-4 SUBS AGMT Proposed Operation and Maintenance Agreement HTML 135K
for Iguatama Project
10: EX1A-4 SUBS AGMT Proposed Operation and Maintenance Agreement HTML 129K
for Salinas Project
11: EX1A-11 CONSENT Consent of Independent Auditor HTML 8K
12: EX1A-12 OPN CNSL Legal Opinion of Lex Nova Law LLC HTML 11K
14: EX1A-15 ADD EXHB Correspondence to SEC Dated June 30, 2020 HTML 41K
13: EX1A-15 ADD EXHB Offering Circular Dated May 14, 2020 Filed HTML 698K
Pursuant to Rule 252(D).
Exhibit 1A-12
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1810 Chapel Avenue West Suite 200 |
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Markley S. Roderick, Esquire Member of the NJ and PA Bar Direct Dial (856) 382-8402 |
______________, 2020
Mr. Silvestrini:
We have acted as counsel to Energea Portfolio 1 LLC, a Delaware limited liability company (the “Company”), in connection with the Offering Statement on Form 1-A (the “Offering Statement”) being filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), and Regulation A thereunder. The Offering Statement relates to the issuance and sale by the Company of up to $50,000,000 of limited liability company interests designated as “Class A Investor Shares” of the Company (the “Shares”).
We have examined such documents and such matters of fact and law that we have deemed necessary for the purpose of rendering the opinion set forth herein. As to questions of fact material to this opinion, we have relied on certificates or comparable documents of public officials and of officers and representatives of the Company. In rendering the opinion expressed below, we have assumed without verification the genuineness of all signatures, the legal capacity of natural persons, 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 such copies.
Based on the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares have been duly authorized and, when the Shares have been duly issued and delivered against payment therefore in accordance with the terms of the Purchase and Investment Agreement, the Shares will be validly issued, and purchasers of the Shares will have no obligation to make payments to the Company or its creditors (other than the purchase price for the Shares) or contributions to the Company or its creditors solely by reason of the purchasers’ ownership of the Shares.
We do not express any opinion herein concerning any law other than Delaware Limited Liability Company Act as in effect on the date of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 1A-12 to the Offering Circular included in the Offering Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, | ||
| LEX NOVA LAW LLC | ||
| By | ||
| Markley S. Roderick | ||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/30/24 Energea Portfolio 2 LLC 1-K 12/31/23 2:717K Energea Port 3 Afri… LLC 4/02/24 Energea Portfolio 2 LLC 1-A/A 4:811K 2/22/24 Energea Portfolio 2 LLC 1-A/A 2:716K 1/09/24 Energea Portfolio 2 LLC 1-A/A 4:2.8M 1/04/24 Energea Portfolio 2 LLC 1-A 4:2.3M 10/27/23 Energea Portfolio 2 LLC 1-A 10/26/23 4:633K 7/30/20 SEC UPLOAD¶ 9/11/20 2:42K Energea Portfolio 2 LLC 7/15/20 SEC UPLOAD¶ 9/11/20 2:48K Energea Portfolio 2 LLC |