Contract analysis

1. Introduction We have acted as counsel to Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands ("DEH" or the "Issuer"), and Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers"), and the Guarantors (as defined below), in connection with the issuance and sale of $

2. Defined Terms As used in this opinion letter, the following terms have the meanings set forth below: "Indenture" means the Indenture dated as of May 15, 2025, among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, governing the Notes. "Purchase Agreement" means the Purchase Agreement dated as of May 12, 2025, among the Issuers, the Guarantors, and Ridgeline Capital M

3. Documents Examined In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following: (a) the Indenture (execution version), including all exhibits, schedules, and supplements thereto; (b) the Purchase Agreement; (c) the Registration Rights Agreement; (d) the U.S. Collateral Agreement, including all schedules and exhibits there

4. Assumptions In rendering the opinions set forth herein, we have assumed, without independent investigation or verification: (a) The genuineness of all signatures on all documents examined by us, the legal capacity and competency of all natural persons who have executed any such documents, and the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents s

5. Opinions Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Sections 6 and 7 below, we are of the opinion that: 5.1 Due Authorization — DUFC (Co-Issuer) DUFC has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware (EIN: 93-4728106). DUFC has full corporate power and aut

6. Enforceability Exceptions All of the opinions expressed in Section 5 above as to the enforceability of any Transaction Document, including the Notes and the guarantees thereof, are subject to the following qualifications (collectively, the "Enforceability Exceptions"): (a) Bankruptcy and Insolvency. The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fr

7. Limitations The opinions expressed in this letter are limited in all respects to the laws of the State of New York, the federal laws of the United States of America, the Delaware General Corporation Law, and the Delaware Limited Liability Company Act (collectively, the "Opined-Upon Laws"), and we express no opinion as to the laws of any other jurisdiction. We are members of the Bar of the State of New York; our op

8. Reliance and Benefit This opinion letter is rendered solely for the benefit of the addressees hereof — Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC — in their respective capacities as Initial Purchasers in connection with the transactions contemplated by the Purchase Agreement and the other Transaction Documents. This opinion may not be relied upon by any other person or entity

9. No Undertaking to Update This opinion letter speaks only as of the date hereof, and we assume no obligation, and hereby expressly disclaim any obligation, to supplement or update this opinion letter, or to advise the addressees hereof or any other person or entity, of any change in applicable law, regulation, or interpretation thereof, or any change in fact or circumstance, that may hereafter occur or come to our