Energea Portfolio 4 USA LP
52 Main Street
Chester, CT 06412
Re: Securities Qualified under Offering Statement on
Form 1-A
Dear Ladies and Gentlemen:
We have acted as counsel to Energea Portfolio 4 USA LP, a
Delaware limited partnership (the "Company"), in connection with the
Company's June 4, 2026 filing with the Securities and Exchange Commission ("Commission")
of a Post-Qualification Amendment No. 6 (File No. 024-12389) to the Company's
Offering Statement on Form 1-A (as amended or supplemented, the "Offering
Statement") pursuant to Rule 252 of Regulation A under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the
qualification of the Offering Statement and the offering by the Company of up
to 2,000,000,000 of the Company's Class A Investor Shares ("Class A Investor
Shares") representing limited partnership interests of the Company.
In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
the following (collectively, the "Offering Documents"):
1. The
Limited Partnership Agreement of the Company, as amended to date;
2. The
Certificate of Limited Partnership of the Company, as amended to date;
3. The
Authorizing Resolution, dated May 28, 2026, authorizing the Class A Investor
Shares (the "Authorizing Resolution");
4. The
Company's forms of investment agreements, attached as Exhibits 4.2, 4.3 and 4.4
to the Offering Statement (the "Investment Agreements"); and
5. The
Offering Statement.
We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates and receipts of public officials, and such other
documents as we have deemed necessary or appropriate as a basis for the
opinions stated below. In rendering our opinion, we have relied upon the
representations of the Company contained in the Offering Documents and
certificates of public officials and officers of the Company, with respect to all
factual matters set forth therein. We have made no independent examination of
factual matters set forth in the Offering Documents, certificates of public
officials or representations made in any such document for the purpose of
rendering this opinion. We have not attempted to independently verify such
facts.
In particular, we have not reviewed any document (other
than the Offering Documents) that is referred to or incorporated by reference
into the documents reviewed by us. We have assumed (i) the enforceability of
any such document or instrument referred to or incorporated into the terms of
any Offering Documents, and (ii) there is no provision in any document or
instrument that is inconsistent with or that would otherwise alter the opinions
stated herein.
In our examination, we have assumed the authenticity of
all documents submitted to us as originals and the conformity to the originals
of all documents submitted to us as copies. In our examination, we have assumed
and have not verified (i) the legal capacity of all natural persons; (ii) the
genuineness of all signatures (other than persons signing on behalf of the
Company); (iii) the authenticity of all documents, certificates and instruments
submitted to us as originals; (iv) the conformity with the originals of all
documents supplied to us as copies; (v) the authenticity of the originals of
such copies; (vi) the accuracy and completeness of all corporate records and
documents made available to us by the Company; (vii) that the foregoing
documents, in the form submitted to us for our review, have not been altered or
amended in any respect material to our opinion stated herein;(viii) that the
Company has been duly formed and is validly existing and in good standing under
the laws of the State of Delaware; (ix) that each of the Limited Partnership
Agreement and each Investment Agreement is the valid and binding obligation of
each person party thereto, enforceable against each such person in accordance
with its terms; and (x) that at or prior to the time of the issuance and
delivery of any of the Class A Investor Shares, (a) the Offering Statement will
have become qualified and such qualification shall not have been terminated or
rescinded, (b) no stop order of the Commission will have been issued, (c) the
Offering Statement and any required supplements will have been delivered to
each purchaser of the Class A Investor Shares as required in accordance with
applicable law, and (d) the Company will receive consideration for the issuance
of the Class A Investor Shares as described in the Offering Statement.
For purposes of the opinion set forth below, we have
assumed that no event occurs that (i) causes the number of authorized shares of
Class A Investor Shares available for issuance by the Company to be less than
the aggregate of the maximum number of then unissued Class A Investor Shares
and (ii) the issuances of any Class A Investor Shares under those Investment
Agreements which allow for either (a) automatic investment in Class A Investor
Shares on monthly basis or (b) automatic reinvestment of distributions in Class
A Investor Shares, will not obligate the Company to issue more than the
authorized number of Class A Investor Shares.
Our opinions expressed below are subject to the
qualification that we express no opinion as to the applicability of, compliance
with, or effect of any laws except the Delaware Uniform Revised Limited
Partnership Act (including the statutory provisions and reported judicial
decisions interpreting the foregoing). We do not find it necessary for the
purpose of this opinion to cover, and accordingly we express no opinion as to
the application of the securities or blue sky laws of the various states.
Based on the foregoing qualifications, limitations and
assumptions, we are of the opinion that, the Class A Investor Shares being sold
pursuant to the Offering Statement are duly authorized and will be, when issued
in the manner described in the Offering Statement and the applicable Investment
Agreement, against payment therefor, legally and validly issued and holders of
the Class A Investor Shares will have no obligation to make any further
payments for the purchase of the Class A Investor Shares or contributions to
the Company solely by reason of their ownership of the Class A Investor Shares.
We hereby consent to the inclusion of this opinion as
Exhibit 12.1 to the Offering Statement. In giving our consent, we do not admit
that we are in the category of persons whose consent is required under Section
7 of the Securities Act or the rules and regulations thereunder.
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Norton Rose Fulbright US LLP
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