Contract analysis

I. Introduction and Engagement We have acted as English solicitors to Dunmore Energy Holdings Ltd. (the "Issuer") in connection with the offering (the "Offering") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by the Issuer and Dunmore upstream Finance Corp. (the "Co-Issuer" and, together with the Issuer, the "Issuers"). The Notes are being offered and sold to the Ini

II. Documents Examined For the purposes of rendering this opinion, we have examined the following documents (each an "Opinion Document" and, collectively, the "Opinion Documents"):

1. The Indenture — The indenture dated as of May 15, 2025 (the "Indenture"), by and among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the subsidiary guarantors party thereto from time to time, including Dunmore Trading Ltd. (collectively, the "Guarantors"), and Northgate Trust Company, N.A., as Trustee and Collateral Agent, governing the $850,000,000 aggregate principal amou

2. The Guarantee — The guarantee obligations of Dunmore Trading Ltd. (the "Guarantee") as set forth in Article 10 of the Indenture, pursuant to which DTL has unconditionally and irrevocably guaranteed, on a senior secured basis, the due and punctual payment and performance of the obligations of the Issuers under the Notes and the Indenture.

3. The English Law Debenture — The debenture dated as of May 15, 2025 (the "Debenture"), granted by Dunmore Trading Ltd. in favor of Northgate Trust Company, N.A. (acting in its capacity as Collateral Agent for the benefit of the holders of the Notes), creating fixed and floating charges over all or substantially all of the assets of Dunmore Trading Ltd., including (without limitation) fixed charges over book debts a

4. The Purchase Agreement — The purchase agreement dated May 12, 2025 (the "Purchase Agreement"), by and among the Issuers, the Guarantors party thereto, and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, relating to the purchase and sale of the Notes.

5. The Intercreditor Agreement — The intercreditor agreement dated as of May 15, 2025 (the "Intercreditor Agreement"), by and among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (in its capacity as ABL Agent under the ABL Credit Agreement), the Issuers, and the Guarantors party thereto, establishing the relative rights and priorities of the respective secured

6. Certificate of Incorporation — The certificate of incorporation of Dunmore Trading Ltd. dated March 18, 2013, issued by the Registrar of Companies for England and Wales, confirming the incorporation of DTL as a private company limited by shares under the Companies Act 2006, together with the certificate of incorporation on change of name dated September 2, 2016, evidencing the change of name from DM Commodities Tr

7. Articles of Association — The articles of association of Dunmore Trading Ltd. in the form adopted by special resolution on October 11, 2023 (the "Articles"), being the current articles of association of DTL as confirmed by the Companies House search referred to below.

8. Board Resolutions — Certified copies of the resolutions of the board of directors of Dunmore Trading Ltd. (the "Board Resolutions"), passed at a duly convened meeting of the board held on May 10, 2025, authorizing and approving, inter alia: (a) the entry by DTL into the Guarantee (as contained in the Indenture); (b) the execution and delivery of the Debenture; (c) the execution and delivery of all other transactio

9. Officers' Certificate — A certificate of an officer of Dunmore Trading Ltd. dated May 15, 2025 (the "Officers' Certificate"), certifying as to the incumbency and specimen signatures of the directors and officers of DTL authorized to execute and deliver the DTL Opinion Documents and related transaction documents, and certifying that the constitutional documents of DTL annexed thereto are true, complete, and up-to-d

10. Companies House Search Results — The results of an online company search conducted at Companies House (www.gov.uk/government/organisations/companies-house) on May 14, 2025 at 15:42 (BST) in respect of Dunmore Trading Ltd. (company number 08732941), confirming the status and registered particulars of DTL, including its registered office address, the identity of its current directors and persons with significant co

11. Winding-Up Search — The results of a search conducted on May 14, 2025 at 10:15 (BST) at the Central Registry of Winding-Up Petitions, Thomas More Building, Royal Courts of Justice, London WC2A 2LL, in respect of Dunmore Trading Ltd. (the "Winding-Up Search"), which did not reveal the existence of any petition for the winding up of, or for an administration order in respect of, DTL.

12. Other Documents — Such other documents, corporate records, certificates, agreements, and instruments as we have deemed necessary or appropriate for the purposes of rendering this opinion, including a certificate of an officer of DTL dated May 15, 2025 as to certain factual matters relating to DTL and the transactions contemplated by the Opinion Documents (the "Factual Certificate"). For the purposes of this opini

III. Assumptions In rendering the opinions set forth herein, we have assumed (without independent investigation or verification) each of the following:

1. Authenticity and completeness. All documents submitted to us as originals are authentic, complete, and unaltered. All documents submitted to us as copies (whether certified, photocopied, facsimile, electronic, or otherwise) are true and complete copies of, and conform in all respects to, the originals of such documents. All documents submitted to us in draft or execution form have been or will be executed in the f

2. Signatures. All signatures appearing on the documents examined by us are genuine, and the individuals who executed such documents on behalf of the respective parties thereto were duly authorized to do so and had full legal capacity at the time of execution.

3. Capacity of other parties. Each party to the Opinion Documents (other than DTL) has the legal capacity, power, and authority under its jurisdiction of organization and applicable law to enter into and perform its obligations under such documents, and such documents have been duly authorized, executed, and delivered by each such party and constitute valid, binding, and enforceable obligations of each such party und

4. New York law and other foreign law validity. The Indenture, the Purchase Agreement, the Intercreditor Agreement, and any other Opinion Documents or transaction documents governed by the laws of the State of New York or by the laws of any jurisdiction other than England and Wales are valid, binding, and enforceable under and in accordance with their respective governing laws. We express no opinion on any question o

5. No undisclosed amendments. The constitutional documents of DTL furnished to us and listed in Section II above are true, complete, and up-to-date copies and have not been amended, revoked, superseded, or replaced since the date of the Officers' Certificate, and no resolution has been passed or step taken to amend, revoke, or replace any such document.

6. Board resolutions. The Board Resolutions examined by us were duly passed at a properly convened and quorate meeting of the board of directors of DTL (or, to the extent any resolution was passed as a written resolution, in accordance with the procedures prescribed by Part 13 of the Companies Act 2006 and the Articles of DTL), that such resolutions accurately record the proceedings at such meeting, that all director

7. Accuracy of searches. The results of the Companies House Search and the Winding-Up Search referred to in Section II above are accurate and complete as of their respective dates and times and disclose all relevant information that would have been revealed by a search conducted at the relevant registry. We further assume that there has been no change in the information revealed by such searches between the dates and

8. Corporate benefit. The directors of DTL, in authorizing and approving the entry by DTL into the DTL Opinion Documents and the transactions contemplated thereby, duly considered their duties under Sections 171 to 177 of the Companies Act 2006 (including the duty to act within powers, the duty to promote the success of the company, the duty to exercise independent judgment, the duty to exercise reasonable care, skil

9. No insolvency. DTL is not unable to pay its debts as they fall due within the meaning of Section 123(1) of the Insolvency Act 1986, and the value of DTL's assets is not less than the amount of its liabilities (including contingent and prospective liabilities) within the meaning of Section 123(2) of the Insolvency Act 1986. No steps have been taken or are being taken, and no intention has been formed, to wind up, d

10. Financial assistance. The entry by DTL into the Guarantee and the Debenture does not constitute unlawful financial assistance within the meaning of Part 18, Chapter 2 of the Companies Act 2006. We note that the statutory prohibition on financial assistance contained in Sections 678 and 679 of the Companies Act 2006 applies only to public companies and to subsidiaries of public companies in connection with the acq

11. Registration of charges. The Debenture and any charges created thereby will be duly and properly delivered for registration at Companies House within the time period prescribed by Part 25 of the Companies Act 2006 (currently twenty-one (21) days beginning with the day after the date of the creation of the charge), together with a properly completed statement of particulars in the prescribed form and the applicabl

12. No overseas dimensions affecting legality. Insofar as any obligations under the DTL Opinion Documents are to be performed in any jurisdiction outside England and Wales, such performance will not be illegal or ineffective under the laws of that jurisdiction, and all necessary governmental and regulatory consents and approvals required in any such jurisdiction will have been obtained and will remain in full force a

13. Factual matters. All factual matters, statements, representations, and warranties stated in any certificate, Officers' Certificate, Factual Certificate, or other document relied upon by us in rendering this opinion are true, complete, and accurate on the date of this opinion, and no material facts or circumstances have been withheld from us that would affect the opinions set forth herein.

IV. Opinions On the basis of, and subject to, the foregoing and the qualifications and reservations set forth in Section V below, and having regard to such considerations of English law as we consider relevant, we are of the opinion that: A. Due Incorporation and Existence Dunmore Trading Ltd. is a private company limited by shares, duly incorporated and validly existing under the laws of England and Wales. Based on

I. Choice of Law and Submission to Jurisdiction Choice of law. The choice of the laws of the State of New York as the governing law of the Indenture (including the Guarantee contained therein) and the Purchase Agreement will be recognized and upheld by the courts of England and Wales as a valid and effective choice of governing law. This opinion is given on the basis that the Rome I Regulation (Regulation (EC) No 593

V. Stamp Duty and Taxation A. Stamp Duty No stamp duty, stamp duty land tax, or stamp duty reserve tax is payable in the United Kingdom in connection with the execution and delivery of the Guarantee or the Debenture, provided that: (i) the Debenture is not executed in the United Kingdom or, if executed in the United Kingdom, does not constitute or relate to a transfer of stock or marketable securities or an instrumen

VI. Qualifications and Reservations The opinions set forth in this letter are subject to the following qualifications and reservations:

1. Insolvency proceedings. The enforceability of the DTL Opinion Documents, including the Guarantee and the Debenture, may be limited, restricted, or affected by applicable laws relating to bankruptcy, insolvency, liquidation, administration, receivership, reorganization, moratorium, or similar laws affecting creditors' rights generally. Without limitation, such laws include the Insolvency Act 1986 (as amended from t

2. Equitable remedies. The remedies of specific performance, injunctive relief, declaratory relief, and other equitable remedies are discretionary and are not available as of right under English law. An English court may decline to grant such remedies where it considers that damages would be an adequate and appropriate remedy, or where the grant of such a remedy would be inequitable in the circumstances. Accordingly,

3. Floating charge subordination. Floating charges rank behind the following claims and interests in the event of an insolvency of the chargor: (i) the claims of preferential creditors as defined in Schedule 6 to the Insolvency Act 1986, which currently include (among other things) certain debts owed to employees in respect of wages and salaries and accrued holiday pay; (ii) the claims of "secondary preferential cred

4. Avoidance of floating charges. A floating charge on the undertaking or property of a company created within the period of twelve (12) months ending with the onset of insolvency (or, in the case of a floating charge created in favor of a person who is connected with the company within the meaning of Section 249 of the Insolvency Act 1986, within the period of two (2) years ending with the onset of insolvency) may b

5. Re-characterization of fixed charges. There is a risk under English law that a charge expressed or described in a debenture or other security document as a "fixed charge" may be re-characterized by an English court as a "floating charge" if, in substance, the chargor retains the freedom to deal with the charged assets in the ordinary course of its business without requiring the prior consent of the chargee. This r

6. Transactions at an undervalue and preferences. Transactions entered into by DTL at an undervalue (within the meaning of Section 238 of the Insolvency Act 1986) may be set aside or varied by an English court on the application of a liquidator or administrator if the transaction was entered into at a time when DTL was unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or became una

7. Penalties. Any provision of the DTL Opinion Documents that constitutes or is found to constitute a penalty may not be enforceable under English law. Under the principles established by the Supreme Court in Cavendish Square Holding BV v Makdessi; ParkingEye Ltd v Beavis [2015] UKSC 67, a contractual provision will be a penalty if it imposes a detriment on the contract-breaker out of all proportion to any legitimate

8. Set-off. Contractual provisions that purport to exclude, limit, or restrict rights of set-off, counterclaim, or cross-demand may be unenforceable in an insolvency to the extent that mandatory insolvency set-off applies. Under Rule 14.25 of the Insolvency (England and Wales) Rules 2016, where, before the company goes into liquidation, there have been mutual credits, mutual debts, or other mutual dealings between th

9. Public policy and mandatory provisions. An English court may decline to enforce any provision of the DTL Opinion Documents, or to give effect to any choice of governing law, to the extent that enforcement or recognition would be contrary to English public policy or would conflict with mandatory rules of English law from which the parties may not derogate by agreement. Without limitation, an English court will not

10. Limitation periods. Claims arising under or in connection with the DTL Opinion Documents may become time-barred under the Limitation Act 1980. Under Section 5 of the Limitation Act 1980, an action founded on a simple contract must be brought within six (6) years from the date on which the cause of action accrued. Under Section 8, an action on a specialty (i.e., a contract executed as a deed) must be brought withi

11. Contractual estoppel. Provisions in the DTL Opinion Documents that purport to prevent DTL from raising certain factual defenses or from asserting that certain facts or circumstances exist or do not exist (sometimes referred to as "contractual estoppel" or "conclusive evidence" clauses) may not be upheld or given effect in all circumstances. In particular, such provisions may be challenged on grounds of public pol

12. Retained EU law. To the extent that any provisions of retained EU law apply to the transactions contemplated by the Opinion Documents (including, without limitation, the Retained Rome I Regulation and Regulation (EC) No 864/2007 on the law applicable to non-contractual obligations (the Rome II Regulation) as it forms part of the domestic law of England and Wales), such provisions may, in specific circumstances, o

13. Registration of charges. Our opinions as to the validity, effectiveness, and enforceability of the security interests created by the Debenture are subject to and conditional upon the due and timely registration of the relevant charges at Companies House in accordance with Part 25 of the Companies Act 2006. Under Section 859H of the Companies Act 2006, a charge that is required to be registered but is not register

VII. Benefit, Reliance, and Disclosure This opinion is addressed to each of the addressees named on the first page hereof and is given for their benefit. This opinion may be relied upon by each addressee and its successors and permitted assigns in connection with the transactions described herein, subject to the assumptions, qualifications, and reservations set forth herein. This opinion may also be relied upon by Ca

VIII. Governing Law of this Opinion This opinion letter and any non-contractual obligations arising out of or in connection with it (including any claim in respect of the opinions set forth herein) are governed by and shall be construed in accordance with English law. The English courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this opinion letter. Yours faithfully,

1. Certificate of Incorporation — Certificate of incorporation of DM Commodities Trading Limited (now Dunmore Trading Ltd.) dated March 18, 2013, issued by the Registrar of Companies for England and Wales, confirming the incorporation of the company under the Companies Act 2006 as a private company limited by shares with company number 08732941.

2. Certificate of Incorporation on Change of Name — Certificate of incorporation on change of name dated September 2, 2016, issued by the Registrar of Companies for England and Wales, confirming the change of name from DM Commodities Trading Limited to Dunmore Trading Ltd.

3. Articles of Association — The articles of association of Dunmore Trading Ltd. in the form adopted by special resolution of the sole member on October 11, 2023, as certified by the Officers' Certificate dated May 15, 2025 to be a true, complete, and up-to-date copy of the current articles of association of DTL. The Articles are based on the model articles for private companies limited by shares contained in Schedul