Contract analysis

1. Introduction and Role We, Delphi & Karidis LLP ("D&K" or "we"), have acted as Greek legal counsel to Thalassa Shipping & Logistics SA ("TSL" or the "Issuer"), a société anonyme (anonimi etairia / Α.Ε.) duly organized and existing under the laws of the Hellenic Republic, with its registered office and principal headquarters located at 42 Akti Miaouli, Piraeus 185 35, Greece, registered with the Greek General Commer

2. Documents Examined In connection with the preparation and delivery of this opinion, we have reviewed originals or copies (in some cases, near-final or draft form) of the following documents:

1. The Indenture (Near-Final, 5th Draft) dated September 6, 2022 (the "Indenture"), among TSL, TFPL, the Guarantor Subsidiaries named therein, Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (as Trustee) (the "Trustee"), and Atlas Collateral Agency Pte. Ltd. (as Security Agent) (the "Security Agent"), providing for the issuance of the Notes;

2. The Purchase Agreement (near-final draft) (the "Purchase Agreement"), among the Co-Issuers, the Guarantor Subsidiaries named therein, and the Initial Purchasers, setting forth the terms and conditions of the initial purchase and resale of the Notes;

3. The Registration Rights Agreement (near-final draft) (the "Registration Rights Agreement"), among the Co-Issuers, the Guarantor Subsidiaries named therein, and the Initial Purchasers, concerning the registration obligations of the Co-Issuers with respect to the Notes;

4. The Intercreditor Agreement (near-final, 3rd draft) dated August 22, 2022 (the "Intercreditor Agreement"), among the parties named therein, setting forth the relative priorities and rights of the various secured creditors;

5. The Security Documents, including the following: (a) the form of Deed of Ship Mortgage (Singapore Law) — to the extent relevant to TSL's obligations as pledgor and/or mortgagor; (b) the Share Pledge Agreement (the "TFPL Share Pledge"), pursuant to which TSL pledges 100% of the issued and outstanding shares of TFPL to the Security Agent for the benefit of the holders of the Notes; (c) the form of Share Pledge Agree

6. The Offering Memorandum (Near-Final, 4th Draft) dated September 12, 2022 (the "Offering Memorandum"), prepared in connection with the offering of the Notes under Rule 144A and Regulation S under the United States Securities Act of 1933, as amended;

7. The Articles of Association (Katastatiko / Καταστατικό) of TSL, as currently in force and as certified by the GEMI (the "Articles of Association");

8. The Founding Act (Idrytiki Praxi / Ιδρυτική Πράξη) of TSL, dated 1997, as filed with the competent Greek authorities at the time of TSL's incorporation (the "Founding Act");

9. The draft Board Resolutions of TSL (the "Board Resolutions"), authorizing the offering, issuance, and sale of the Notes, the execution and delivery of the Transaction Documents to which TSL is a party, and the appointment of authorized signatories, specifically Spyros Andreou (Chief Executive Officer), Marina Demetriou (Chief Financial Officer), and Alexandros Theodorakis (General Counsel), to execute and deliver

10. The Certificate of GEMI registration and the equivalent of a good standing certification for TSL (GEMI No. 148276201000), issued by the competent office of the GEMI (the "GEMI Certificate");

11. Minutes of shareholder meetings of TSL relevant to the authorization of indebtedness and the grant of authority to the Board of Directors in connection therewith (the "Shareholder Minutes");

12. Copies of existing bilateral ship-finance facility agreements, specifically (i) the facility agreement with Meridian Maritime Bank AG in an aggregate principal amount of $190,000,000 (the "Meridian Facility") and (ii) the facility agreement with Clearwater Shipping Finance Ltd. in an aggregate principal amount of $120,000,000 (the "Clearwater Facility"), to the extent relevant to negative pledge covenants, consen

13. The management certificate delivered by Spyros Andreou (CEO) and Marina Demetriou (CFO) of TSL (the "Management Certificate"), certifying as to certain matters of fact, including the absence of pending or threatened litigation, the absence of undisclosed encumbrances on TSL's assets, and TSL's compliance with applicable regulatory requirements; and

14. Powers of attorney and specimen signatures of the authorized signatories of TSL (the "Powers of Attorney"). The documents listed in items 1 through 5 above are collectively referred to herein as the "Transaction Documents." The documents listed in items 7 through 14 above are collectively referred to herein as the "Corporate Documents." We have also reviewed such other documents and made such further inquiries as

3. Assumptions In rendering the opinions set forth below, we have assumed the following, without independent investigation or verification, and we express no opinion with respect to any of the following matters:

1. All copies of documents examined by us are true, complete, and accurate copies of the originals thereof, and all originals are authentic. All documents submitted to us as drafts or near-final versions will be executed in the form reviewed by us or in a form that does not differ in any material respect therefrom.

2. All signatures on the documents we have examined are genuine and were affixed by the persons purported to have signed such documents.

3. Each party (other than TSL) to the Transaction Documents has the requisite legal capacity, corporate or other organizational power, and authority under the laws of its own jurisdiction of organization to execute, deliver, and perform its respective obligations under the Transaction Documents to which it is a party, and has duly authorized, executed, and delivered such Transaction Documents.

4. The Transaction Documents constitute the legal, valid, and binding obligations of each party thereto, enforceable against such party in accordance with their respective terms, under their respective governing laws (including Singapore law). We express no opinion whatsoever on the enforceability of any Transaction Document under Singapore law, and we have assumed, without independent investigation, that the choice

5. The Board Resolutions of TSL will be duly adopted in final form substantially in the form of the draft reviewed by us, at a duly convened meeting of the Board of Directors of TSL at which the requisite quorum of directors is present, and such Board Resolutions will be adopted prior to the execution and delivery of any Transaction Document by TSL. The Board Resolutions will not have been amended, revoked, or supers

6. No shareholder resolution of TSL is required under Greek Law 4548/2018 (the Greek Sociétés Anonymes Law) for the transactions contemplated by the Transaction Documents, as the aggregate indebtedness to be incurred by TSL in connection with the Notes does not exceed any limitations set forth in the Articles of Association of TSL. We have reviewed the Articles of Association and confirmed that they do not impose a b

7. The GEMI filings and registrations relating to TSL are current, complete, and accurate as of the date hereof, and no filing, registration, amendment, or other action with or before the GEMI is required in connection with the transactions contemplated by the Transaction Documents that has not already been effected or is not otherwise described in this opinion.

8. No insolvency, bankruptcy, reorganization, moratorium, restructuring, pre-insolvency, or similar proceeding has been commenced, is pending, or is threatened with respect to TSL under Greek law, including under Greek Law 4738/2020 (the Greek Insolvency Code, as amended), and TSL is not unable to pay its debts as they fall due, nor has TSL ceased to pay its debts in the ordinary course of business.

9. TSL's tax identification number (Arithmos Forologikou Mitroou — "AFM") and its tax registration with the competent Greek tax authority (the Independent Authority for Public Revenue — AADE) are current, valid, and in good standing, and TSL is in compliance with its material Greek tax obligations.

10. The factual representations, warranties, and certifications contained in the Management Certificate delivered by Spyros Andreou and Marina Demetriou are true, correct, and complete in all material respects as of the date of delivery thereof and will remain true, correct, and complete in all material respects as of the date of this opinion. C&H Comment (BW): Add assumption regarding no amendment to TSL's Articles

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 Due Organization and Valid Existence TSL is a société anonyme (anonimi etairia / Α.Ε.) duly organized, validly existing, and in good standing under the laws of the Hellenic Republic, to the extent that the concept of "good standing" exists under Greek law

5. Qualifications and Limitations The opinions expressed in Section 4 above are subject to the following qualifications and limitations:

1. Insolvency Qualification. The opinions expressed herein are subject to the effect of any applicable insolvency, bankruptcy, reorganization, moratorium, restructuring, pre-insolvency, or similar laws affecting creditors' rights generally under Greek law, including, without limitation, Greek Law 4738/2020 (the Greek Insolvency Code, as amended by Law 4818/2021 and subsequent amendments), and the provisions thereof r

2. Equitable Principles. The enforcement of the Transaction Documents may be limited by general principles of equity, good faith, and fair dealing under Greek law, including, without limitation, the provisions of the Greek Civil Code at Articles 281 (prohibition of abuse of rights) and 288 (performance in accordance with good faith and prevailing commercial custom). A Greek court may decline to enforce a provision of

3. Public Policy. Any provision of the Transaction Documents, or any right arising thereunder, that is contrary to Greek public policy (dimossia taxi / ordre public) as determined by a Greek court may not be recognized or enforced in Greece. The determination of what constitutes a violation of Greek public policy is made by the Greek court on a case-by-case basis and may include provisions that are inconsistent with

4. Penalties and Liquidated Damages. Greek courts have the power under Article 409 of the Greek Civil Code to reduce contractual penalties (poinikes ritres) that they deem manifestly excessive in relation to the actual damage suffered by the non-breaching party. To the extent that any provision of the Transaction Documents (including, without limitation, any make-whole premium, early redemption premium, default inter

5. Currency of Payment. Greek courts may require any judgment rendered in Greece to be expressed and satisfied in euros, as the lawful currency of the Hellenic Republic and the eurozone. To the extent that the obligations under the Notes are denominated in United States dollars, a Greek court may convert such obligations to euros at the prevailing exchange rate as of the date of payment, the date of the judgment, or

6. Limitations on Guarantees. Under Greek law, upstream guarantees and cross-stream guarantees provided by Greek-organized subsidiaries may be subject to restrictions on financial assistance, corporate benefit requirements, and limitations on the aggregate amount that may be guaranteed, as set forth in Greek Law 4548/2018, Articles 99 through 101 and related provisions. We note that TSL is the primary co-issuer of th

7. Security over Assets Located in Greece. To the extent that any Collateral Vessel or other asset subject to the Security Documents is located in, brought into, or registered in the Hellenic Republic, the perfection, priority, and enforcement of security interests over such asset would be governed by Greek law, including Greek maritime law (in the case of Greek-flagged vessels) and the Greek Civil Code (in the case

8. Time Limitations. Under Greek law, claims may become time-barred (paregrafi) in accordance with the provisions of the Greek Civil Code, Articles 247 et seq. The general limitation period under Greek law is twenty (20) years from the date on which the claim becomes due and enforceable. Shorter limitation periods apply to certain categories of claims. The contractual specification of limitation periods that differ f

9. Foreign Currency Obligations. Greek courts may characterize the obligations of TSL under the Notes as obligations denominated in a foreign currency (xeno nomisma), and may apply the provisions of the Greek Civil Code and related legislation regarding the conversion of foreign currency obligations to euros for purposes of enforcement, judgment, and payment.

10. Draft Documents. This opinion is based on the near-final drafts of the Transaction Documents identified in Section 2 above. We have not reviewed the final, executed versions of the Transaction Documents, and we reserve the right to revise, supplement, or withdraw any opinion expressed herein if the final executed versions of the Transaction Documents differ in any material respect from the drafts reviewed by us.

6. Reliance and Benefit This opinion is delivered solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Transaction Documents and may not be relied upon, quoted, or referred to by any other person or entity, or for any other purpose, without our prior written consent. This opinion is limited to Greek law as in effect on the date hereof. We assume no obligation to upda

7. Governing Language This opinion is delivered in the English language. To the extent that any document reviewed by us in connection with this opinion was originally prepared in the Greek language, we have reviewed the Greek-language original and are responsible for the accuracy of any English-language translation or summary thereof contained in or prepared in connection with this opinion. In the event of any discre