Contract analysis

I. Introduction We have acted as U.S. counsel to Torchlight Mining Corp., a corporation organized under the Canada Business Corporations Act (the "Issuer" or "TMC"), in connection with the issuance and sale by the Issuer of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes"). This opinion letter (this "Opinion") is delivered to you pursuant to Section 7(g) of the Purchase Agr

II. Documents Examined In connection with this Opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Opinion Documents"):

1. The Indenture dated as of April 19, 2022 (the "Indenture"), among Torchlight Mining Corp., as Issuer, Wolverine Lake Mining Ltd., a corporation organized under the laws of the Province of Ontario, Torchlight Milling & Processing Inc., a corporation organized under the laws of the Province of Ontario, and Torchlight U.S. Holdings, Inc., a corporation organized under the DGCL (collectively, the "Guarantors"), and No

2. The guarantee of Torchlight U.S. Holdings, Inc. set forth in Article X of the Indenture (the "Guarantee");

3. The Purchase Agreement dated March 29, 2022 (the "Purchase Agreement"), among the Issuer, the Guarantors, and the Initial Purchasers;

4. The Security Agreement dated as of April 19, 2022 (the "U.S. Security Agreement"), between Torchlight U.S. Holdings, Inc., as Grantor, and Northern Dominion Trust Company, as Collateral Agent;

5. The Collateral Agency Agreement dated as of April 19, 2022 (the "Collateral Agency Agreement"), among the Issuer, the Guarantors, and Northern Dominion Trust Company, as Collateral Agent;

6. The Registration Rights Agreement dated as of April 19, 2022 (the "Registration Rights Agreement"), among the Issuer, the Guarantors, and the Initial Purchasers;

7. The Certificate of Incorporation of Torchlight U.S. Holdings, Inc. as filed with the Secretary of State of the State of Delaware on August 7, 2019, together with all amendments thereto, including the Certificate of Amendment filed on March 12, 2020 and the Amended and Restated Certificate of Incorporation filed on January 22, 2021 (collectively, the "Certificate of Incorporation");

8. The Bylaws of Torchlight U.S. Holdings, Inc., as amended and restated effective January 22, 2021, and as currently in effect (the "Bylaws");

9. The resolutions of the Board of Directors of Torchlight U.S. Holdings, Inc. adopted by unanimous written consent dated March 25, 2022, and further unanimous written consent dated April 15, 2022, authorizing the execution, delivery, and performance by TUSHI of the Transaction Documents (as defined below) and the consummation of the transactions contemplated thereby (the "Board Resolutions");

10. A Certificate of Good Standing with respect to Torchlight U.S. Holdings, Inc. issued by the Secretary of State of the State of Delaware, dated on or about April 15, 2022 (the "Good Standing Certificate");

11. The Secretary's Certificate of Torchlight U.S. Holdings, Inc. dated April 19, 2022, executed by Alison R. Chen, Secretary of TUSHI, attaching the Certificate of Incorporation, the Bylaws, the Board Resolutions, and an incumbency certificate identifying each officer and director of TUSHI authorized to execute the Transaction Documents on behalf of TUSHI (the "Secretary's Certificate"); and

12. The Officer's Certificate of Torchlight Mining Corp. dated April 19, 2022, executed by Marcus J. Wainwright, Chief Financial Officer of TMC, certifying certain factual matters relating to the Issuer, the Guarantors, and the transactions contemplated by the Transaction Documents (the "Officer's Certificate"). As used herein, the term "Transaction Documents" refers collectively to the Indenture, the Guarantee, the

III. Assumptions In rendering the opinions expressed herein, we have assumed the following, without independent investigation or verification: (a) The authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as copies (whether certified, photostatic, facsimile, electronic, or otherwise), and the authenticity of the originals of all documents su

IV. Opinions Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Section V below, we are of the opinion that: Opinion 1: Due Organization, Valid Existence, and Good Standing TUSHI has been duly incorporated and is validly existing and in good standing as a corporation under the DGCL. In rendering this opinion, we have relied upon our review of t

V. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications, limitations, and exceptions: A. Enforceability Qualifications The opinions as to enforceability set forth in Opinion 5 above are subject to and limited by:

1. Applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, preferential transfer, and similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights and remedies generally, including without limitation the United States Bankruptcy Code (Title 11, United States Code), as amended, and state laws regarding fraud

2. General principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including without limitation (i) concepts of materiality, reasonableness, good faith, and fair dealing, (ii) the possible unavailability of specific performance, injunctive relief, or other equitable remedies, and (iii) limitations on the enforceability of provisions imposing penalties, liquidated damage

3. Public policy limitations on the enforcement of provisions relating to indemnification, contribution, and exculpation under the federal securities laws of the United States, including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. B. Scope Limitations The opinions expressed herein are limited solely to the DGCL and,

VI. Reliance and Use This Opinion is rendered solely for the benefit of the addressees hereof, in their respective capacities as Initial Purchasers, in connection with the transactions contemplated by the Purchase Agreement. This Opinion may not be relied upon by, or furnished to, any other person, firm, corporation, or other entity, or used, circulated, quoted, referred to, or otherwise made available for any other