Contract analysis

1. DOCUMENTS EXAMINED AND DEFINED TERMS 1.1 Transaction Documents In rendering the opinions set forth herein, we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of each of the following documents (collectively, the "Opinion Documents"):

1. Amendment No. 1 to Senior Secured Credit Agreement, dated as of May 15, 2023 (the "Amendment"), among TSL, as Borrower, TAI, as Co-Borrower with respect to the U.S. Tranche (as defined therein), Nordbank International AG, as Administrative Agent and Collateral Agent, and the Lenders party thereto, amending that certain Senior Secured Credit Agreement originally dated as of June 15, 2019 (the "Original Credit Agree

2. Amended and Restated Intercreditor Agreement, dated as of May 15, 2023 (the "Intercreditor Agreement"), by and between Nordbank International AG, in its capacity as First-Lien Agent, and Dralvecen Mezzanine Capital LLC, in its capacity as Second-Lien Holder, which agreement governs the relative priorities, rights, and remedies of the first-lien and second-lien creditors with respect to the shared collateral securi

3. Amended and Restated Intercompany Promissory Note, dated as of May 25, 2023 (the "Intercompany Note"), made by TAI, as maker, in favor of TSL, as holder, in the original principal amount of Seventy-Six Million Four Hundred Thousand Dollars ($76,400,000), as amended and restated to, among other things, extend the maturity date from June 2025 to December 2028 and reduce the applicable interest rate from 5.0% per ann

4. Restructuring Support Agreement, dated as of March 14, 2023, among TSL, TAI, Nordbank International AG, as Administrative Agent, the Consenting Senior Secured Lenders (as defined therein), Dralvecen Mezzanine Capital LLC, and KFO Holdings Société Anonyme, setting forth the terms upon which the parties agreed to support and implement the out-of-court restructuring of the Borrowers' indebtedness.

5. Side Letter Agreement: Vessel Disposition Undertaking, dated as of March 14, 2023 (the "Vessel Disposition Side Letter"), between TSL and Nordbank International AG, as Administrative Agent, regarding the agreed-upon disposition of six (6) dry-bulk carrier vessels from the fleet for estimated aggregate gross sale proceeds of approximately Seventy-Two Million Dollars ($72,000,000), the net proceeds of which are requ

6. Joinder Agreement — Consenting Lenders, dated as of March 14, 2023, pursuant to which certain Lenders holding in excess of 66⅔% of the outstanding commitments and loans under the Original Credit Agreement executed joinders to the RSA and agreed to be bound by the terms thereof. 1.2 Organizational and Corporate Documents In addition to the Opinion Documents, we have examined the following organizational and corpora

2. ASSUMPTIONS The opinions expressed herein are subject to, and have been rendered in reliance upon, the following assumptions, without independent investigation or verification thereof: 2.1 The genuineness of all signatures on all documents examined by us, other than the signatures of officers of TAI, as to which we have relied upon the Secretary's Certificate. 2.2 The authenticity of all documents submitted to us

3. OPINIONS Based upon the foregoing and subject to the assumptions, qualifications, and limitations set forth herein, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that: Opinion 3.1: Due Organization and Valid Existence TAI is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware. In render

4. QUALIFICATIONS AND LIMITATIONS The opinions expressed in Section 3 above, and in particular the enforceability opinion set forth in Opinion 3.5, are subject to the following qualifications and limitations (collectively, the "Enforceability Qualifications"): 4.1 Bankruptcy and Insolvency Qualification The enforceability of each Opinion Document to which TAI is a party is subject to the effect of (a) applicable bank

5. RELIANCE AND OTHER MATTERS 5.1 Scope of Reliance This opinion letter is furnished solely for the benefit of the Administrative Agent (Nordbank International AG, in its capacity as Administrative Agent and Collateral Agent under the Amended Credit Agreement) and each of the Lenders party to the Amended Credit Agreement on the date hereof, in connection with the closing of the transactions contemplated by the RSA on