Contract analysis

1. Introduction and Scope We have acted as Singapore-law counsel to Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its registered office at 42 Akti Miaouli, Piraeus 185 35, Greece (Greek General Commercial Registry (GEMI) No. 148276201000), and Thalassa Finance Pte. Ltd. ("TFPL"), a private company limited by shares duly incorporated an

2. Documents Reviewed For the purposes of rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

1. The Indenture (near-final, 5th draft, dated September 6, 2022) (the "Indenture") among the Co-Issuers, the Guarantors, Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (UEN 199804782D), as trustee (in such capacity, the "Trustee"), and Atlas Collateral Agency Pte. Ltd. (UEN 200115678R), as security agent (in such capacity, the "Security Agent").

2. The Purchase Agreement among the Co-Issuers, the Guarantors, and the Initial Purchasers (the "Purchase Agreement").

3. The Registration Rights Agreement among the Co-Issuers and the Initial Purchasers (the "Registration Rights Agreement").

4. The Intercreditor Agreement (near-final, 3rd draft) among the Co-Issuers, the Guarantors, Atlas Collateral Agency Pte. Ltd. as Security Agent, and Marlowe Asset Management Trust Company of Singapore Pte. Ltd. as Trustee (the "Intercreditor Agreement").

5. The Form of Rule 144A Global Note (proposed CUSIP: 87265T AA1; proposed ISIN: US87265TAA10).

6. The Form of Regulation S Global Note (proposed ISIN: XS2498731056; proposed Common Code: 249873105).

7. The Paying Agent and Transfer Agent Agreement among the Co-Issuers and Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (the "Paying Agent Agreement").

8. The Deed of Ship Mortgage (Form) — providing for first-priority ship mortgages over twenty-eight (28) Collateral Vessels (as defined in the Indenture), which vessels have been appraised at $1,175,000,000 in the aggregate by Compass Marine Valuations Ltd. as of the date of the most recent appraisal report provided to us (the "Deed of Ship Mortgage").

9. The Deed of Assignment of Earnings and Insurances (Form) — providing for the assignment of charter hire, freight revenue, insurance proceeds, and requisition compensation for the Collateral Vessels (the "Deed of Assignment of Earnings and Insurances").

10. The Share Pledge Agreement — Thalassa Finance Pte. Ltd. (the "TFPL Share Pledge"), pursuant to which TSL pledges 100% of the issued and outstanding shares in the capital of TFPL in favor of Atlas Collateral Agency Pte. Ltd. as Security Agent.

11. The Share Pledge Agreement — Fleet-Owning Guarantor Subsidiaries (Form) (the "Subsidiary Share Pledge"), pursuant to which the relevant holding entities pledge their equity interests in each Guarantor Subsidiary.

12. The Assignment of Intercompany Loan Receivables (the "Assignment of Receivables"), pursuant to which TFPL assigns to Atlas Collateral Agency Pte. Ltd. as Security Agent intercompany loan receivables in an aggregate principal amount of $365,000,000, representing indebtedness owed by fleet-owning subsidiaries to TFPL.

13. The Offering Memorandum (near-final, 4th draft, dated September 12, 2022) relating to the offering of the Notes (the "Offering Memorandum").

14. The Officers' Certificate of TSL executed by Spyros Andreou, Chief Executive Officer of TSL, and Marina Demetriou, Chief Financial Officer of TSL (the "Officers' Certificate").

15. Resolutions of the Board of Directors of TSL (the "TSL Board Resolutions") authorizing, among other things, the offering and issuance of the Notes and the execution, delivery, and performance by TSL of the Transaction Documents to which it is a party.

16. Written resolution of the sole director of TFPL (Marina Demetriou) (the "TFPL Director's Resolution") authorizing, among other things, the co-issuance of the Notes and the execution, delivery, and performance by TFPL of the Transaction Documents to which it is a party.

17. Board resolutions and corporate authorizations of each Guarantor Subsidiary (the "Guarantor Subsidiary Authorizations") authorizing the execution, delivery, and performance by each such entity of the Transaction Documents to which it is a party, including, without limitation, the guarantees to be provided under the Indenture.

18. Corporate authorization of KMH (the "KMH Authorization") authorizing the execution, delivery, and performance by KMH of the limited parent guarantee provided under the Indenture, with such guarantee capped at $50,000,000.

19. The constitution (formerly known as the memorandum and articles of association) of TFPL, and the constitution of TFS, together with the constitutive documents of TSL provided to us for informational purposes (collectively, the "Constitutive Documents").

20. BizFile+ profiles and certificates issued by the Accounting and Corporate Regulatory Authority of Singapore ("ACRA") in respect of TFPL and TFS, including certificates of good standing and certificates of incumbency obtained by us through ACRA's electronic filing system (the "ACRA Certificates").

21. Such other certificates, documents, agreements, and instruments as we have deemed necessary or appropriate for the purposes of this Opinion. Items 1 through 12 above are referred to collectively herein as the "Transaction Documents." Items 8 through 12 above are referred to collectively herein as the "Security Documents."

3. Assumptions The opinions expressed herein are subject to, and are given on the basis of, the following assumptions, without independent investigation or verification on our part: 3.1 All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies conform to the originals thereof, and such originals are authentic, complete, and accurate. 3.2 All signatures o

4. Opinions Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Sections 5 and 6 of this Opinion, we are of the opinion that: 4.1 Due Incorporation and Valid Existence — TFPL Thalassa Finance Pte. Ltd. (UEN 202209345K) is a private company limited by shares that has been duly incorporated and is validly existing under the laws of the Republic of Singapore. Based on

5. Qualifications The opinions expressed in Section 4 above are subject to the following qualifications: 5.1 Insolvency Qualification. The enforceability of the Transaction Documents and the obligations of TFPL and TFS thereunder is subject to applicable bankruptcy, insolvency, liquidation, judicial management, schemes of arrangement, moratoria, and other laws of general application now or hereafter in effect relatin

6. Limitations The opinions expressed in this Opinion are subject to the following limitations: This Opinion is given solely for the benefit of the addressees hereof (namely, Anchor Bay Securities LLC, Halcyon Partners International Ltd., Marlowe Asset Management Trust Company of Singapore Pte. Ltd. in its capacity as Trustee, and Atlas Collateral Agency Pte. Ltd. in its capacity as Security Agent) and their respecti

7. Governing Law of This Opinion This Opinion is governed by, and shall be construed in accordance with, the laws of the Republic of Singapore. We remain available to discuss any aspect of this Opinion with you at your convenience. Please do not hesitate to contact the undersigned or any other member of the Calderwood & Harkness team should you have any questions. Very truly yours, CALDERWOOD & HARKNESS LLP By: _____