Document

We are acting as counsel to MN8 Energy Holdings LLC, a Delaware limited liability company (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Registration Statement on Form S-4 (as amended or supplemented, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed issuance by the Company of the common units representing the limited liability company interests of the Company (the “Merger Units”) to be issued to the shareholders of Greenbacker Renewable Energy Company LLC, a Delaware limited liability company (“Greenbacker”), pursuant to the Agreement and Plan of Merger, dated as of July 21, 2026 (as amended from time to time, the “Merger Agreement”), by and among the Company, MN8 Energy LLC (“MN8 Energy”), a Delaware limited liability company and wholly owned subsidiary of the Company, Monarch Merger Sub LLC., a Delaware limited liability company and wholly owned subsidiary of MN8 Energy, and Greenbacker.

In rendering the opinion hereinafter set forth, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Company’s Certificate of Formation, (ii) the Company’s Amended and Restated Limited Liability Company Agreement, (iii) the Company’s Second Amended and Restated Limited Liability Company Agreement in the form incorporated by reference as Exhibit 10.1 to the Registration Statement (the “Amended and Restated LLCA”), (iv) certain resolutions adopted by the board of directors of the Company, (v) the Merger Agreement, (vi) the Registration Statement and its exhibits and (vii) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinion hereafter expressed. As to any facts material to the opinion contained herein, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

In connection with rendering the opinion set forth below, we have assumed that (i) all information contained in all documents we reviewed is true, correct and complete, (ii) all signatures on all documents we reviewed are genuine, (iii) all documents submitted to us as originals are true and complete, (iv) all documents submitted to us as copies are true and complete copies of the originals thereof and (v) all persons executing and delivering the documents we examined have the legal capacity and authority to execute and deliver such documents. In addition, we have assumed that (a) the


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Registration Statement will have become effective and (b) the Merger Units will be issued in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement and the proxy statement/prospectus included therein.

Based upon the foregoing, and subject to the assumptions, qualifications, exceptions and limitations set forth herein, we are of the opinion that the Merger Units, when and if issued and delivered by the Company in accordance with the terms of the Merger Agreement and in the manner contemplated by the Registration Statement, will be validly issued, fully paid (to the extent required by the Amended and Restated LLCA) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act).

This opinion is limited in all respects to the Delaware Limited Liability Company Act and the federal laws of the United States of America, and we do not express any opinion as to the laws of any other state or jurisdiction.

We hereby consent to the filing by you of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the related proxy statement/prospectus that forms a part of the Registration Statement. In giving these consents, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.

We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. We undertake no, and hereby expressly disclaim any, obligation to advise the Company or anyone else of any change in any matter set forth herein.


			Very truly yours,

			/s/ Vinson Elkins, L.L.P.