Contract analysis

I. Introductory Paragraph / Opinion Letter Header The opinion letter will open with a customary introductory paragraph identifying the addressees, the transaction, the Firm, and the scope of the opinion. Anticipated substance is as follows. 1.1 Addressees. The opinion will be addressed to each of the following (collectively, the "Addressees"): Administrative Agent: Meridian Atlantic Bank, National Association 600 Lex

1. Meridian Atlantic Bank, National Association (in its capacity as a Lender) — commitment: $45,000,000

2. Nordkapp Maritime Finance AG, Brandschenkestrasse 44, 8002 Zürich, Switzerland — commitment: $40,000,000

3. Clearwater Commercial Lending LLC, 200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131 — commitment: $35,000,000

4. Eastbourne Capital Partners LLP, 20 Moorgate, London EC2R 6DA, United Kingdom — commitment: $30,000,000 Collateral Agent: Pinnacle Trust & Agency Services Inc. One Liberty Plaza, 44th Floor New York, NY 10006 Attention: Corporate Trust — Maritime Facilities Aggregate committed amount under the Facility: $150,000,000. 1.2 Identification of Transaction The opinion will reference the Credit Agreement dated as of [●],

II. Documents Examined The opinion will set forth a customary schedule of documents examined by the Firm, structured as follows. 2.1 Transaction Documents (the "Opinion Documents") For purposes of rendering the opinion, the Firm will have examined executed originals (or copies certified or otherwise identified to its satisfaction) of the following (collectively, the "Opinion Documents"):

2. Each of the following security and collateral documents: (a) Form of First Preferred Ship Mortgage, to be executed and recorded in favor of the Collateral Agent covering the eighteen (18) vessels identified on Exhibit B (the "Mortgaged Vessels"), with aggregate appraised fair market value of $780,000,000 as of July 10, 2023 per appraisals of Seastone Maritime Advisors Ltd.; (b) Share Pledge Agreement pledging 100%

3. Each Guaranty Agreement executed and delivered by: (a) Thalassa Dry Bulk Holdings Ltd.; (b) Thalassa Tanker Operations Ltd.; and (c) Thalassa Logistics International Ltd.

4. The form of Borrowing Request (pro forma) referenced in Section 2.03 of the Credit Agreement.

5. The Mandate and Fee Letter dated February 14, 2023 between the Borrower and Meridian Atlantic Bank, National Association, solely to the extent relevant to the opinions expressed herein. Drafting Note (internal): The Credit Agreement version referenced in the opinion should be the executed version delivered at closing. The near-final draft in the file as of the date of this outline is dated July 3, 2023 and reflect

III. Assumptions The opinion will be rendered subject to the customary assumptions set forth below. The Firm will assume, without independent investigation and with the express permission of the Addressees, each of the following. 3.1 General Assumptions (a) All signatures on documents examined by the Firm are genuine; all documents submitted to the Firm as originals are authentic; and all documents submitted to the F

IV. Opinions Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section V below, the Firm will render opinions substantially in the form set forth below. 4.1 Enforceability Opinion Each Opinion Document governed by the laws of the State of New York to which the Borrower or any Guarantor is a party constitutes the legal, valid, and binding obligation of the Borrower

V. Qualifications and Limitations The opinions set forth in Section IV are subject to, and qualified by, each of the following (collectively, the "Enforceability Qualifications"). 5.1 Bankruptcy and Insolvency Qualification The enforceability opinions expressed above are subject to the effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, pr

VI. Reliance and Distribution 6.1 Reliance. The opinion is delivered to, and is intended to be relied upon solely by, the Addressees (Meridian Atlantic Bank, N.A., as Administrative Agent; each of the Lenders identified in Section 1.1; and Pinnacle Trust & Agency Services Inc., as Collateral Agent), and only in connection with the Transaction. The opinion may not be relied upon by any other Person, and may not be quo

VII. Signature Block The final opinion will be executed in the name of the Firm by a partner authorized by the Firm's opinion committee, substantially in the following form: Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Name: Ian Blackwood Title: Partner, Banking & Finance 425 Park Avenue New York, NY 10022 Exhibit A — List of Opinion Documents The following documents constitute the "Opinion Documents" for

1. Credit Agreement dated as of [●], 2023 among Thalassa Shipping & Logistics SA, as Borrower, the Guarantors party thereto, the Lenders party thereto, Meridian Atlantic Bank, National Association, as Administrative Agent, and Pinnacle Trust & Agency Services Inc., as Collateral Agent.

2. Guaranty Agreement dated as of [●], 2023 executed by each of Thalassa Dry Bulk Holdings Ltd., Thalassa Tanker Operations Ltd., and Thalassa Logistics International Ltd., in favor of the Administrative Agent, the Collateral Agent, and the Lenders.

3. First Preferred Ship Mortgage (Form) — to be executed in respect of each of the 18 Mortgaged Vessels identified on Exhibit B.

4. Share Pledge Agreement dated as of [●], 2023 executed by the Borrower in favor of the Collateral Agent in respect of the equity interests in each vessel-owning subsidiary.

5. Assignment of Earnings dated as of [●], 2023 in favor of the Collateral Agent.

6. Assignment of Insurances dated as of [●], 2023 in favor of the Collateral Agent.

7. Any ancillary documents governed by the laws of the State of New York and executed in connection with the Transaction, to the extent identified on the closing checklist and reviewed by the Firm. Exhibit B — Schedule of Mortgaged Vessels Summary. The Facility is secured by first-priority ship mortgages over 18 of the Borrower's 40 owned and operated vessels (the total fleet consisting of 28 dry bulk carriers and 12

IX. Internal Notes (Not for Inclusion in Final Opinion) The following notes are internal to Calderwood & Harkness LLP, are subject to the attorney-client privilege and the attorney work product doctrine, and are not to be included in, attached to, or otherwise disclosed with, the opinion as delivered to the Addressees. 9.1 Status Note This outline is dated July 1, 2023 and was prepared in anticipation of a closing th