Contract analysis

1. DOCUMENTS EXAMINED; DEFINED TERMS 1.1 Transaction Documents Reviewed In connection with the opinions expressed herein, we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of each of the following documents:

1. The Indenture, dated as of April 19, 2022, among the Company, the Guarantors, and Northern Dominion Trust Company, as Trustee and Collateral Agent (the "Indenture");

2. The Notes, including (a) the Global Note in respect of Notes sold in reliance on Rule 144A under the Securities Act (CUSIP: 891207 AA 3; ISIN: US891207AA38) (the "Rule 144A Global Note") and (b) the Global Note in respect of Notes sold in reliance on Regulation S under the Securities Act (CUSIP: C89120 AA 5; ISIN: USC89120AA58) (the "Regulation S Global Note"), each in the form attached as Exhibits A-1 and A-2, re

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

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

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

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

7. The Offering Memorandum, dated March 14, 2022, relating to the offering and sale of the Notes (the "Offering Memorandum"). Items 1 through 7 above are collectively referred to herein as the "Transaction Documents." Where the context requires, the subset of the Transaction Documents that are expressed to be governed by the laws of the State of New York are referred to as the "New York Law Documents." 1.2 Corporate

2. ASSUMPTIONS In rendering the opinions expressed herein, we have, with your consent and without independent investigation or verification, assumed the following: 2.1 General Assumptions (a) All signatures on all documents examined by us are genuine, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform to the originals thereof. (b) Each natural person who sign

3. OPINIONS Based upon and subject to the foregoing, and subject to the qualifications, limitations, exceptions, and assumptions set forth herein, we are of the opinion that: 3.1 Due Authorization and Execution — Torchlight U.S. Holdings, Inc. Torchlight U.S. Holdings, Inc. (EIN: 84-3921057) is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of De

4. ENFORCEABILITY EXCEPTIONS The opinions expressed in Sections 3.2 through 3.7 above as to the enforceability of the Transaction Documents are, in each case, subject to the following qualifications: 4.1 Bankruptcy and Insolvency Exceptions The enforceability of the obligations of the Obligors under the Transaction Documents may be limited by or subject to (i) applicable bankruptcy, insolvency, reorganization, morato

5. LIMITATIONS AND QUALIFICATIONS 5.1 Scope of Law Covered The opinions expressed herein are limited solely to (i) the laws of the State of New York, (ii) the federal laws of the United States of America, and (iii) solely for purposes of the opinion set forth in Section 3.1 above (due incorporation, valid existence, and good standing of the Delaware Guarantor), the General Corporation Law of the State of Delaware. We

7. GENERAL PROVISIONS 7.1 Date Limitation This opinion letter is rendered as of the date hereof, and we express no opinion as to the effect of any event, fact, circumstance, or change in law occurring or coming to our attention after the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention, any changes in law (i