Contract analysis

1. Addressees To each of the following: Thalassa Shipping & Logistics SA (the "Issuer" or "TSL") 42 Akti Miaouli Piraeus 185 35 Greece Thalassa Finance Pte. Ltd. (the "Co-Issuer" or "TFPL") 8 Marina Boulevard, #36-02 Marina Bay Financial Centre Tower 1 Singapore 018981 Calderwood & Harkness LLP (as counsel to the Issuer) 125 Broad Street New York, NY 10004 United States of America Anchor Bay Securities LLC (as Lead I

2. Introduction, Engagement, and Capacity We, Rajendra & Osman LLP ("R&O," "we," "us," or "our"), act as Singapore-law counsel to Thalassa Shipping & Logistics SA, a société anonyme organized under the laws of the Hellenic Republic (GEMI No. 148276201000) (the "Issuer" or "TSL"), and Thalassa Finance Pte. Ltd. (UEN 202209345K), a private company limited by shares incorporated under the laws of Singapore (the "Co-Issu

3. Definitions In this opinion, unless the context otherwise requires, the following capitalized terms have the meanings set out below: "ACRA" means the Accounting and Corporate Regulatory Authority of Singapore. "Assignment of Intercompany Loan Receivables" means the deed of assignment in near-final draft form, pursuant to which TFPL assigns to Atlas Collateral Agency Pte. Ltd., as Security Agent, the aggregate inte

4. Documents and Searches Examined For the purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the documents described in Sections 4.1 through 4.4 below. 4.1 Corporate and Constitutional Documents We have examined the following corporate and constitutional documents relating to TFPL: (a) the Certificate of Incorporation of TFPL issued by

5. Assumptions In rendering the opinions set forth in Section 6 below, we have made the following assumptions, without independent verification: (a) All copies of documents examined by us are true, complete, and accurate copies of the originals thereof, and the originals of such documents are authentic and complete. (b) All signatures on documents examined by us are genuine, and each individual signing any document o

6. Opinions Based upon and subject to the assumptions set forth in Section 5 above, the qualifications and reservations set forth in Section 8 below, and the limitations set forth in Section 7 below, and having regard to such considerations of Singapore law as we consider relevant, we are of the opinion that: 6.1 Due Incorporation and Valid Existence TFPL is a private company limited by shares that has been duly inco

7. Reliance and Benefit This opinion is given solely for the benefit of the addressees named in Section 1 above and their respective successors and permitted assigns, in each case solely in connection with the transactions contemplated by the Transaction Documents. No other person or entity is entitled to rely on this opinion. This opinion may not be relied upon by any person other than the addressees named herein wi

8. Qualifications and Reservations The opinions expressed in Section 6 above are subject to the following qualifications and reservations: 8.1 General Enforceability Qualifications (a) The enforceability of the Transaction Documents may be limited by applicable bankruptcy, insolvency, liquidation, judicial management, moratorium, reorganization, restructuring, or other similar laws of general application affecting cr

9. Governing Law of This Opinion This opinion letter is governed by, and shall be construed in accordance with, the laws of the Republic of Singapore. Any dispute arising out of or in connection with this opinion letter shall be submitted to the exclusive jurisdiction of the courts of the Republic of Singapore.

10. Signature block Yours faithfully, RAJENDRA & OSMAN LLP RAJENDRA & OSMAN LLP By: ________ Name: Anil Rajendra Title: Managing Partner Date: ________ [Note: This opinion is to be dated as of the Closing Date, originally targeted as October 15, 2022. As of the date of this draft (September 12, 2022), the opinion remains unexecuted and undelivered. Delivery is contingent upon the satisfaction of all conditions preced