Contract analysis

1. BACKGROUND AND TRANSACTION DOCUMENTS DEFINED For purposes of this opinion letter, the following capitalized terms shall have the meanings set forth below: "Credit Agreement" means the Senior Secured Credit Agreement originally dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time), among Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized unde

2. DOCUMENTS EXAMINED In connection with the opinions expressed herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

1. Certificate of Incorporation of Thalassa Americas Inc. (as amended through the date hereof), as filed with the Secretary of State of the State of Delaware.

2. Bylaws of Thalassa Americas Inc. (as amended and currently in effect as of the date hereof).

3. Resolutions of the Board of Directors of TAI adopted at a meeting held on or about May 2023 and by unanimous written consent dated on or about June 2023, authorizing the execution, delivery, and performance by TAI of the Company Transaction Documents and the consummation of the transactions contemplated thereby, and authorizing the officers of TAI to execute and deliver such documents and instruments as may be nec

4. Secretary's Certificate of TAI, dated June 30, 2023, executed by the Secretary of TAI, certifying the authenticity and completeness of the foregoing charter documents and resolutions, and certifying the incumbency and specimen signatures of Marcus Hale, President of TAI, and Diana Restrepo, Vice President, Finance of TAI.

5. Officer's Certificate of TAI, dated June 30, 2023, executed by Marcus Hale, President of TAI, certifying, among other things, the satisfaction of conditions precedent to the effectiveness of Amendment No. 1 and the closing of the transactions contemplated by the RSA.

6. Solvency Certificate of TAI, dated June 30, 2023, executed by Diana Restrepo, Vice President, Finance of TAI, certifying as to the solvency of TAI on a stand-alone basis and giving effect to the transactions contemplated by the Company Transaction Documents.

7. Certificate of Good Standing of TAI, issued by the Secretary of State of the State of Delaware, dated on or about June 2023.

8. Certificate of Good Standing and Certificate of Foreign Qualification of TAI, issued by the Secretary of State of the State of Texas (reflecting TAI's qualification to do business in Texas and its principal office address at 1400 McKinney Street, Suite 2200, Houston, TX 77010), dated on or about June 2023.

9. The Senior Secured Credit Agreement, dated as of June 15, 2019, among TSL, TAI, Nordbank, and the Lenders, including all schedules and exhibits thereto.

10. Amendment No. 1 to the Senior Secured Credit Agreement, dated as of May 15, 2023.

11. The original Intercreditor Agreement, dated as of June 15, 2019, between Nordbank (as first-lien agent) and Dralvecen Mezzanine Capital LLC (as second-lien holder).

12. The Amended and Restated Intercreditor Agreement, dated as of May 15, 2023.

13. The original intercompany promissory note from TAI (as maker) to TSL (as holder), in the principal amount of $76,400,000.

14. The Amended and Restated Intercompany Promissory Note, dated as of May 25, 2023.

15. The Restructuring Support Agreement, dated as of March 14, 2023.

16. The Joinder Agreement — Consenting Lenders, dated as of March 14, 2023.

17. The indenture governing the $50,000,000 aggregate principal amount of 8.25% Senior Unsecured Notes due March 1, 2025, issued by TAI, with Garrison Trust Company as trustee (CUSIP: 87265BAB5) (the "Unsecured Notes Indenture").

18. The Consent and Waiver Letter from Garrison Trust Company, as trustee under the Unsecured Notes Indenture, dated March 20, 2023, pursuant to which Garrison Trust Company, acting at the direction of the holders of a majority in aggregate principal amount of the outstanding Unsecured Notes, waived the event of default arising from the missed semi-annual interest payment due December 1, 2022, in the amount of Two Mi

19. The documentation relating to the mezzanine notes originally issued in the aggregate principal amount of $100,000,000, with an outstanding balance (including PIK additions) of approximately $112,300,000 as of the date hereof (the "Mezzanine Notes"), and related documentation.

20. The New Second-Lien Note Purchase Agreement, dated as of May 18, 2023, among TSL, TAI, and Dralvecen Mezzanine Capital LLC.

21. The New Second-Lien Notes Indenture, dated as of May 18, 2023.

22. The directors' and officers' liability insurance policy issued by Promontory Indemnity Insurance Co. (Policy No. PII-DO-2022-08847), providing an aggregate coverage limit of Twenty-Five Million Dollars ($25,000,000), as brokered by Seaward & Beckett Insurance Brokers Ltd.

23. Such other documents, records, agreements, certificates, instruments, corporate proceedings, and other matters as we have deemed necessary or appropriate for the purpose of rendering the opinions expressed herein. We have also reviewed such matters of law and fact as we have considered necessary or appropriate as a basis for the opinions set forth below.

3. ASSUMPTIONS In rendering the opinions set forth herein, we have, with your consent and without independent investigation or verification, assumed the following: (a) Genuineness of Signatures. All signatures on all documents examined by us (other than the signatures of officers of TAI) are genuine, and all natural persons who executed such documents had the legal capacity to do so. (b) Authenticity of Documents. Al

4. OPINIONS Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 5 below, we are of the opinion that: 4.1 No Violation of Organizational Documents The execution, delivery, and performance by TAI of each Company Transaction Document to which it is a party, and the consummation by TAI of the transactions contemplated thereby, do not and will not (a) violate any

5. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are subject to the following qualifications and limitations: 5.1 Jurisdictional Limitation The opinions expressed herein are limited solely to the laws of the State of New York, the General Corporation Law of the State of Delaware (Title 8 of the Delaware Code), and the federal laws of the United States of America, in each case as in effect on the date h

6. RELIANCE AND BENEFIT This opinion letter is furnished solely for the benefit of Nordbank International AG, in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement (as amended), and the Lenders party to the Credit Agreement (as amended), in each case solely in connection with the closing of the transactions contemplated by the RSA on June 30, 2023. The Lenders currently party to the

7. DATE AND CHANGE LIMITATION This opinion letter speaks only as of the date hereof, June 30, 2023, and is based upon the facts, circumstances, and laws in existence on the date hereof. We have no obligation, and assume no obligation, to update, supplement, revise, or withdraw this opinion letter, or any opinion expressed herein, to reflect any facts, circumstances, developments, or changes in law that may hereafter

1. Senior Secured Credit Agreement, dated as of June 15, 2019 (as amended by Amendment No. 1 to the Senior Secured Credit Agreement dated as of May 15, 2023), among TSL (as Borrower), TAI (as Co-Borrower with respect to the U.S. Tranche (Term Loan B, $85,000,000)), Nordbank International AG (as Administrative Agent and Collateral Agent), and the Lenders party thereto.

2. Amended and Restated Intercreditor Agreement, dated as of May 15, 2023, by and between Nordbank International AG (as first-lien agent and collateral agent) and Dralvecen Mezzanine Capital LLC (as second-lien holder and collateral agent).

3. Amended and Restated Intercompany Promissory Note, dated as of May 25, 2023, from TAI (as maker) to TSL (as holder), in the original principal amount of $76,400,000, bearing interest at 2.0% per annum, with a maturity date of December 2028.

4. Restructuring Support Agreement, dated as of March 14, 2023, among TSL, TAI, Nordbank (as Administrative Agent and Collateral Agent), and the consenting lenders signatory thereto.

5. Joinder Agreement — Consenting Lenders, dated as of March 14, 2023, pursuant to which certain Lenders became parties to the RSA.

6. Houston Terminal Lease, providing for TAI's principal office and terminal operations at 1400 McKinney Street, Suite 2200, Houston, TX 77010, together with all amendments, supplements, and modifications thereto.

7. Vessel Charter Agreements to which TAI is a party, consisting of Jones Act–exempt foreign-flag vessel scheduling contracts entered into in the ordinary course of TAI's business.

8. Domestic Freight Brokerage Agreements to which TAI is a party, entered into in the ordinary course of TAI's freight brokerage and logistics operations.

9. Directors' and Officers' Liability Insurance Policy, issued by Promontory Indemnity Insurance Co. (Policy No. PII-DO-2022-08847), providing an aggregate coverage limit of $25,000,000, as brokered by Seaward & Beckett Insurance Brokers Ltd.

10. Engagement Letters with Professional Advisors, including: (a) Engagement letter with Calderwood & Harkness LLP, dated October 25, 2022 (as supplemented by the Supplemental Engagement Letter dated November 5, 2022), for legal advisory services in connection with the restructuring of TAI's and TSL's indebtedness. (b) Engagement letter with Kensington Veltrian Partners LLC (financial advisor), providing for a monthl

11. Standby Engagement with Pendleton Claim Services Inc., dated November 15, 2022, for claims management and administration services in connection with a potential Chapter 11 filing. This engagement was terminated on July 10, 2023, following the successful consummation of the out-of-court restructuring.

12. Registered Agent Agreement with Capitol Registered Agents LLC (1209 Orange Street, Wilmington, DE 19801), for the provision of registered agent services in the State of Delaware.

13. Such other agreements as have been identified to us by Marcus Hale, President of TAI, and Diana Restrepo, Vice President, Finance of TAI, and listed on the certificate of such officers delivered at the closing on June 30, 2023, which certificate has been reviewed by this Firm and is incorporated by reference into this Schedule A. Lender | Commitment (USD) Nordbank International AG | $137,000,000 Aegean Capital Ba