Contract analysis

I. IDENTIFICATION OF THE GUARANTORS The following subsidiaries of the Company are parties to the Purchase Agreement and the Indenture (as defined below) as guarantors (collectively, the "Guarantors"):

1. Dunmore Nigeria E&P Ltd., a company organized and existing under the laws of the Federal Republic of Nigeria;

2. Dunmore Gulf Operations LLC, a limited liability company organized and existing under the laws of the State of Delaware;

3. Dunmore Renewables LLC, a limited liability company organized and existing under the laws of the State of Delaware;

4. Dunmore Senegal S.A., a société anonyme organized and existing under the laws of the Republic of Senegal;

5. Dunmore Midstream Holdings Inc., a corporation organized and existing under the laws of the State of Delaware; and

6. Dunmore Trading Ltd., a private limited company incorporated and existing under the laws of England and Wales. Each of the Guarantors has unconditionally guaranteed, on a senior secured basis, the Issuers' obligations under the Notes and the Indenture (as defined below) pursuant to the terms of the Indenture (the guarantees of each Guarantor, collectively, the "Guarantees").

II. DOCUMENTS REVIEWED In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Transaction Documents" and the "Reviewed Documents"):

1. The Purchase Agreement, dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers;

2. The Indenture, dated as of May 15, 2025 (the "Indenture"), among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Collateral Agent");

3. The Registration Rights Agreement, dated as of May 15, 2025 (the "Registration Rights Agreement"), among the Issuers, the Guarantors, and the Initial Purchasers;

4. The Preliminary Offering Memorandum, dated April 28, 2025, relating to the Notes (the "Preliminary Offering Memorandum");

5. The Final Offering Memorandum, dated May 14, 2025, relating to the Notes (the "Final Offering Memorandum," and together with the Preliminary Offering Memorandum, the "Offering Memoranda");

6. The global notes representing the Notes in definitive form, including (a) the Rule 144A Global Note (CUSIP 265387 AA 5; ISIN US265387AA51) and (b) the Regulation S Global Note (CUSIP C2085R AA 2; ISIN USC2085RAA24);

7. Certified copies of the resolutions of the Board of Directors of Dunmore Energy Holdings Ltd. adopted on May 9, 2025, authorizing the issuance of the Notes, the execution and delivery of the Transaction Documents, and the consummation of the transactions contemplated thereby;

8. Certified copies of the resolutions of the Board of Directors of Dunmore upstream Finance Corp. (Employer Identification Number 93-4728106) adopted on May 9, 2025, authorizing the issuance of the Notes, the execution and delivery of the Transaction Documents, and the consummation of the transactions contemplated thereby;

9. Certified copies of the resolutions of the board of directors (or, in the case of limited liability companies, the managing members or managers, as applicable) of each of the Guarantors, authorizing the execution and delivery of the Transaction Documents and the Guarantees and the performance of their respective obligations thereunder;

10. The Officers' Certificate of the Issuers, dated as of May 15, 2025, delivered pursuant to the Purchase Agreement; and

11. Such other documents, records, certificates, agreements, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of this opinion.

III. DEFINED TERMS Capitalized terms used but not otherwise defined in this opinion letter have the meanings assigned to them in the Purchase Agreement or the Indenture, as applicable. In addition, the following terms have the meanings set forth below or as defined elsewhere in this opinion: • "Securities Act" means the Securities Act of 1933, as amended. • "Exchange Act" means the Securities Exchange Act of 1934, as

IV. ASSUMPTIONS In rendering the opinions set forth herein, we have, with your consent and without independent investigation or verification, relied upon and assumed the following: A. General Assumptions

1. All documents, certificates, corporate records, and other instruments submitted to us for examination are authentic, complete, and accurate, and all signatures thereon (other than signatures of authorized officers or representatives of the Issuers and the U.S. Guarantors) are genuine.

2. All documents submitted to us as copies, whether certified or otherwise, conform to the originals thereof, and the originals of all such documents are authentic and complete.

3. All information, factual matters, representations, and statements of fact contained in the documents we have examined (including, without limitation, certificates delivered to us by officers and directors of the Issuers and the Guarantors) are true and correct as of the date of this opinion.

4. Each party to the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the other Transaction Documents (other than the Issuers and the U.S. Guarantors organized under the laws of the State of Delaware, as to which we opine separately) (a) has been duly organized or formed and is validly existing and in good standing under the laws of the jurisdiction of its organization or formation, (b) has a

5. The parties to the Transaction Documents have acted in good faith and without fraud or duress in connection with the negotiation, execution, delivery, and performance of the Transaction Documents. B. Factual Assumptions Relevant to Securities Law Exemptions

6. Each Initial Purchaser has complied with, and will continue to comply with, all of the offering procedures, transfer restrictions, and selling restrictions set forth in the Purchase Agreement, the Preliminary Offering Memorandum, and the Final Offering Memorandum, including, without limitation, the restrictions on offers and sales of the Notes within the United States and to U.S. persons.

7. No form of general solicitation or general advertising (within the meaning of Rule 502(c) under Regulation D of the Securities Act) has been or will be used by the Issuers, the Initial Purchasers, or any person acting on behalf of any of the foregoing in connection with the offer and sale of the Notes, including, without limitation, (a) any advertisement, article, notice, or other communication published in any ne

8. Each purchaser of Notes offered and sold in reliance on Rule 144A is a QIB within the meaning of Rule 144A(a)(1) under the Securities Act and was, at the time of the offer and sale of the Notes, acting for its own account or the account of one or more QIBs. The Notes were offered and sold to each such purchaser only through negotiated transactions and not by means of any form of general solicitation or general adv

9. Each purchaser of Notes offered and sold in reliance on Regulation S is a non-U.S. person (as defined in Rule 902(k) of Regulation S), and each such offer and sale was made in an "offshore transaction" (as defined in Rule 902(h) of Regulation S). No offers of Notes to non-U.S. persons were made to a person in the United States.

10. Neither the Issuers nor any person acting on their behalf has engaged in, or will engage in, any "directed selling efforts" (as defined in Rule 902(c) of Regulation S) with respect to the Notes offered pursuant to Regulation S, including, without limitation, any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for th

11. None of the Issuers or the Guarantors is, or has at any time been, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, and none of the Issuers or the Guarantors is, or has at any time been, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act.

12. The representations and warranties of the Issuers, the Guarantors, and the Initial Purchasers set forth in the Purchase Agreement, including, without limitation, the representations set forth in Sections 1, 2, and 3 thereof, are true, complete, and correct in all material respects as of the date of the Purchase Agreement and as of the date hereof.

13. The offering restrictions, transfer restrictions, and resale limitations set forth in the Indenture and the Notes, including, without limitation, the legends imprinted on the Rule 144A Global Note and the Regulation S Global Note and the book-entry restrictions imposed through The Depository Trust Company, will be observed and complied with by all holders and transferees of the Notes.

14. The Issuers and their affiliates have not made and will not make any offers or sales of securities that would be integrated with the Offering in a manner that would require registration of the Notes under the Securities Act, and neither the Issuers nor any person acting on their behalf has offered or will offer the Notes in any manner that would require registration under the Securities Act (other than as contemp

V. OPINIONS Based upon and subject to the foregoing assumptions, the qualifications and limitations set forth herein, and our examination of the Reviewed Documents and such matters of law as we have considered relevant, we are of the opinion that: Opinion 1: No Registration Required Under the Securities Act Assuming the accuracy of the representations and warranties of the Issuers, the Guarantors, and the Initial Pur

VI. QUALIFICATIONS AND LIMITATIONS The opinions set forth in Section V above are subject to the following qualifications and limitations: A. Jurisdictional Limitation The opinions expressed herein are limited solely to (a) the federal securities laws of the United States of America (including the Securities Act, the Exchange Act, and the Investment Company Act and the rules and regulations promulgated thereunder) and

VII. TRANSFER RESTRICTIONS We note, for informational purposes and not as a separate opinion, the following matters relating to the transfer restrictions applicable to the Notes: The Rule 144A Global Note and the Regulation S Global Note each bear restrictive legends as required by the Indenture, the Purchase Agreement, and applicable securities laws. The Rule 144A Global Note bears a legend stating, among other thin

VIII. OFFERING MEMORANDUM REFERENCES We note that the Preliminary Offering Memorandum, dated April 28, 2025, and the Final Offering Memorandum, dated May 14, 2025, each contain legends, disclosures, and notices regarding the restrictions on offer, sale, and transfer of the Notes that are consistent with the exemptions from registration under the Securities Act relied upon in connection with the Offering. In particula

IX. RELIANCE AND BENEFIT This opinion is being delivered to the Initial Purchasers solely for their benefit 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 for any other purpose, without our prior written consent in each instance. This opinion may not be quoted, referred to, summarized, describe