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Contract analysis / abayomi-nigerian-opinion.docx
abayomi-nigerian-opinion.docx
High · 4
Medium · 4
Standard · 0
1. INTRODUCTION AND SCOPE
High
⚑ Non-compete / exclusivity restraint
1. INTRODUCTION AND SCOPE We, Abayomi Chambers, a firm of legal practitioners duly authorized to practise law in the Federal Republic of Nigeria, have acted as Nigerian counsel to Dunmore Nigeria E&P Ltd. ("Dunmore Nigeria" or the "Company") in connection with the matters described in this opinion. This opinion is delivered to the addressees identified above on the closing date of May 15, 2025 (the "Closing Date"). T
2. DOCUMENTS EXAMINED
Medium
⚑ Assignment / subcontracting
2. DOCUMENTS EXAMINED For the purpose of rendering this opinion, we have examined originals, or copies certified or represented to us as being true and complete copies of the originals, of the following documents (collectively, and to the extent they involve Dunmore Nigeria, the "Transaction Documents"): (a) The Indenture, dated as of May 15, 2025, among DEH (as Issuer), DUFC (as Co-Issuer), the guarantors named ther
3. ASSUMPTIONS
Medium
⚑ Forum / governing law
3. ASSUMPTIONS In rendering the opinions set forth herein, we have assumed the following, without independent investigation or verification: (a) Authenticity and Conformity. All documents submitted to us as originals are authentic and complete. All documents submitted to us as copies conform to the originals thereof, and such originals are authentic and complete. All documents submitted to us as drafts have been or w
4. OPINIONS
High
⚑ Non-compete / exclusivity restraint
4. OPINIONS Based upon and subject to the foregoing and the qualifications and reservations set forth in Section 6 below, and having regard to such considerations of law as we have deemed relevant, we are of the following opinions: 4.1 Due Incorporation and Good Standing Dunmore Nigeria E&P Ltd. is a limited liability company duly incorporated and validly existing under the Companies and Allied Matters Act ("CAMA") o
5. CONFIRMATIONS REGARDING SANCTIONS AND ANTI-CORRUPTION
5. CONFIRMATIONS REGARDING SANCTIONS AND ANTI-CORRUPTION Based on the documents examined by us, the information available to us (including public records and the results of the screening described below), and relying on the representations and warranties made by the Company in the Officers' Certificate and in the Transaction Documents, we make the following confirmations: Sanctions. Dunmore Nigeria E&P Ltd., its dire
6. QUALIFICATIONS AND RESERVATIONS
High
⚑ Penalty / liquidated damages
6. QUALIFICATIONS AND RESERVATIONS The opinions expressed in Section 4 above are subject to the following qualifications and reservations: (a) Insolvency and Winding-Up. The enforceability of the obligations of Dunmore Nigeria under the Transaction Documents (including the Guarantee and the Nigerian Debenture) is subject to, and may be limited by, applicable Nigerian laws relating to insolvency, bankruptcy, winding-u
7. RELIANCE AND BENEFIT
Medium
⚑ Liability cap to check against exposure
7. RELIANCE AND BENEFIT This opinion is given solely for the benefit of the addressees listed on the first page hereof in connection with the issuance of the Notes and the transactions contemplated by the Transaction Documents. This opinion is delivered to the addressees in their respective capacities as stated herein and may not be relied upon by any other person or entity, or for any other purpose, without the prio
8. GOVERNING LAW OF THIS OPINION
High
⚑ Non-compete / exclusivity restraint
8. GOVERNING LAW OF THIS OPINION This opinion letter is governed by, and shall be construed in accordance with, the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with this opinion letter shall be subject to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria. Yours faithfully, ABAYOMI CHAMBERS ABAYOMI CHAMBERS Barristers, Solicitors & Notaries Public By:
1. Corporate Affairs Commission — Company Search
1. Corporate Affairs Commission — Company Search
2. Federal High Court — Litigation Search (Lagos Division)
2. Federal High Court — Litigation Search (Lagos Division)
3. Federal High Court — Litigation Search (Abuja Division)
3. Federal High Court — Litigation Search (Abuja Division)
4. DPR / NUPRC Records — OML 47 and OML 63
Medium
⚑ Confidentiality undertaking
4. DPR / NUPRC Records — OML 47 and OML 63 This opinion, including Schedules A and B hereto, comprises a total of [28] pages. CONFIDENTIAL — For the sole benefit of the addressees. Not to be disclosed or relied upon by any third party without the prior written consent of Abayomi Chambers. © 2025 Abayomi Chambers. All rights reserved. Defined Term | Definition / Reference "Board Resolutions" | The resolutions of the b