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ABAYOMI CHAMBERS Barristers, Solicitors & Notaries Public

14 Broad Street, Victoria Island Lagos, Nigeria

Tel: +234 (1) 461-7200

Email: legal@abayomichambers.com.ng

Opinion Reference No.: AC/LEG/2025/OPN-0347

May 15, 2025

Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, NY 10179 United States of America (Lead Initial Purchaser / Lead Left Bookrunner)

Clarion Securities Inc. One Financial Center Boston, MA 02111 United States of America (Joint Bookrunner)

Pinnacle Partners LLC 200 West Street, Suite 4400 New York, NY 10282 United States of America (Co-Manager)

Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, NY 10005 United States of America (Indenture Trustee and Collateral Agent)

Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 United States of America (Issuer's Counsel)

Whitfield Baxter & Cohn LLP 51 West 52nd Street New York, NY 10019 United States of America (Initial Purchasers' Counsel)

Dear Sirs and Mesdames:

NIGERIAN LAW OPINION

In Connection with the Issuance of $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes Due 2032

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1. INTRODUCTION AND SCOPE

We, Abayomi Chambers, a firm of legal practitioners duly authorized to practise law in the Federal Republic of Nigeria, have acted as Nigerian counsel to Dunmore Nigeria E&P Ltd. ("Dunmore Nigeria" or the "Company") in connection with the matters described in this opinion. This opinion is delivered to the addressees identified above on the closing date of May 15, 2025 (the "Closing Date").

This opinion is rendered in connection with the issuance by Dunmore Energy Holdings Ltd. ("DEH"), an exempted company duly incorporated and existing under the laws of the Cayman Islands, and Dunmore upstream Finance Corp. ("DUFC"), a corporation duly incorporated and existing under the laws of the State of Delaware, United States of America (DEH and DUFC together, the "Issuers"), of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes are being offered and sold (i) to qualified institutional buyers in the United States of America in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) to persons who are not U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in reliance on Regulation S under the Securities Act.

This opinion relates specifically and exclusively to the legal status, capacity, authority, and obligations of Dunmore Nigeria E&P Ltd., a limited company duly incorporated under the laws of the Federal Republic of Nigeria with the Corporate Affairs Commission (the "CAC"), registration number RC 487621. The Company is a wholly-owned subsidiary of DEH and has agreed to serve as a Guarantor of the Notes under the Indenture (as defined below). Additionally, the Company has granted security interests over substantially all of its assets pursuant to the Nigerian Debenture (as defined below) in favor of Northgate Trust Company, N.A., acting in its capacity as Collateral Agent.

Dunmore Nigeria is the operator of record of Oil Mining Lease 47 ("OML 47") and Oil Mining Lease 63 ("OML 63"), both of which are situated in the Niger Delta region of the Federal Republic of Nigeria. The Company's interests in OML 47 and OML 63 constitute its principal assets and are material to the credit support provided by the Company in its capacity as Guarantor.

This opinion is rendered at the request of Calderwood & Harkness LLP (attention: Jennifer Kwon, Responsible Partner) pursuant to Section 7(g) of the Purchase Agreement dated May 12, 2025, as a condition to closing under the Purchase Agreement. In rendering this opinion, we have been instructed by and have coordinated with Calderwood & Harkness LLP in its capacity as counsel to the Issuers and the Guarantors in connection with the offering of the Notes.

Unless otherwise defined herein, capitalized terms used in this opinion have the meanings ascribed to them in Schedule A hereto and in the Transaction Documents, as applicable.

2. DOCUMENTS EXAMINED

For the purpose of rendering this opinion, we have examined originals, or copies certified or represented to us as being true and complete copies of the originals, of the following documents (collectively, and to the extent they involve Dunmore Nigeria, the "Transaction Documents"):

(a) The Indenture, dated as of May 15, 2025, among DEH (as Issuer), DUFC (as Co-Issuer), the guarantors named therein (the "Guarantors"), including Dunmore Nigeria E&P Ltd., and Northgate Trust Company, N.A. (as Trustee and Collateral Agent) (the "Indenture");

(b) The Purchase Agreement, dated May 12, 2025, among the Issuers, the Guarantors (including Dunmore Nigeria), Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (as the "Initial Purchasers") (the "Purchase Agreement");

(c) The Guarantee executed by Dunmore Nigeria E&P Ltd. in favor of the holders of the Notes, as set forth in Article X of the Indenture (the "Guarantee");

(d) The Collateral Agreement (Nigeria) — Debenture and Charge over the assets of Dunmore Nigeria E&P Ltd., dated as of May 15, 2025, granted in favor of Northgate Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "Nigerian Debenture");

(e) The Intercreditor Agreement, dated as of May 15, 2025, among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors (the "Intercreditor Agreement");

(f) The Certificate of Incorporation of Dunmore Nigeria E&P Ltd., as issued by the Corporate Affairs Commission, and the Memorandum and Articles of Association of Dunmore Nigeria E&P Ltd. as currently in effect (the "Constitutional Documents");

(g) Certified copies of the board resolutions of Dunmore Nigeria E&P Ltd. dated April 28, 2025, authorizing the execution, delivery, and performance by the Company of the Guarantee, the Nigerian Debenture, and the other Transaction Documents to which the Company is a party, and authorizing named officers and signatories to execute the same on behalf of the Company (the "Board Resolutions");

(h) A status report (certificate of good standing equivalent) issued by the Corporate Affairs Commission in respect of Dunmore Nigeria E&P Ltd. dated May 7, 2025, confirming the subsistence and good standing of the Company on the CAC register (the "CAC Status Report");

(i) The Oil Mining Lease 47 (OML 47), being the original lease instrument dated March 14, 2003, together with all assignments, amendments, extensions, renewals, and related regulatory approvals pertaining thereto;

(j) The Oil Mining Lease 63 (OML 63), being the original lease instrument dated September 22, 2006, together with all assignments, amendments, extensions, renewals, and related regulatory approvals pertaining thereto;

(k) The Joint Operating Agreement for OML 47, dated June 1, 2003, as amended from time to time, and the Joint Operating Agreement for OML 63, dated January 15, 2007, as amended from time to time (collectively, the "JOAs");

(l) Relevant approvals and consents from the Department of Petroleum Resources ("DPR") (now the Nigerian upstream Petroleum Regulatory Commission ("NUPRC") pursuant to the Petroleum Industry Act 2021 (the "PIA")), including the ministerial consent to the assignment of interests in OML 47 and OML 63 to the Company, approvals to drill and complete wells, environmental impact assessment approvals, and field development plan approvals;

(m) Evidence of compliance with the Nigerian National Petroleum Company ("NNPC") back-in rights with respect to OML 47 and OML 63, including correspondence from NNPC, executed participation agreements, and back-in right acknowledgment documentation;

(n) An Officers' Certificate of Dunmore Nigeria E&P Ltd. dated May 15, 2025, executed by the Managing Director and the Company Secretary, certifying certain factual matters regarding the Company, and an Incumbency Certificate of Dunmore Nigeria E&P Ltd. dated May 15, 2025, certifying the identity, office, and specimen signatures of the officers authorized to execute the Transaction Documents on behalf of the Company (together, the "Officers' and Incumbency Certificates");

(o) The Final Offering Memorandum dated May 14, 2025, relating to the offer and sale of the Notes (the "Offering Memorandum"); and

(p) The Registration Rights Agreement, dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers (the "Registration Rights Agreement").

We have also examined such other corporate records, certificates, agreements, instruments, regulatory filings, and documents as we have deemed necessary or appropriate for purposes of this opinion. We have conducted the searches and inquiries described in Schedule B hereto.

In addition to the foregoing, we have reviewed relevant provisions of Nigerian legislation, including, without limitation, the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria 2004 (as amended and restated in 2020) ("CAMA"), the Petroleum Industry Act 2021 (the "PIA"), the Petroleum Act (Cap. P10, Laws of the Federation of Nigeria 2004, to the extent not repealed by the PIA), the Stamp Duties Act (Cap. S8, Laws of the Federation of Nigeria 2004), the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act (Cap. F34, Laws of the Federation of Nigeria 2004), the Nigerian Investment Promotion Commission Act, the Corrupt Practices and Other Related Offences Act, and the Nigerian Extractive Industries Transparency Initiative (NEITI) Act, along with relevant regulations, circulars, and guidelines issued thereunder.

3. ASSUMPTIONS

In rendering the opinions set forth herein, we have assumed the following, without independent investigation or verification:

(a) Authenticity and Conformity. All documents submitted to us as originals are authentic and complete. All documents submitted to us as copies conform to the originals thereof, and such originals are authentic and complete. All documents submitted to us as drafts have been or will be executed in the forms reviewed by us.

(b) Genuineness of Signatures. All signatures appearing on the documents examined by us are genuine. Where documents have been executed under seal, such seals are authentic.

(c) Capacity and Authorization of Other Parties. Each party to the Transaction Documents (other than Dunmore Nigeria) has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate or organizational power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party, and has duly authorized, executed, and delivered such Transaction Documents.

(d) Validity Under Foreign Laws. The Transaction Documents governed by laws other than the laws of the Federal Republic of Nigeria are legal, valid, binding, and enforceable against the parties thereto under such governing laws. We express no opinion on the laws of any jurisdiction other than the Federal Republic of Nigeria.

(e) Choice of Law. The choice of the laws of the State of New York as the governing law of the Indenture, the Purchase Agreement, the Registration Rights Agreement, and certain other Transaction Documents would be recognized by a Nigerian court of competent jurisdiction as a valid choice of law, subject to the qualifications set forth in Section 6 of this opinion.

(f) No Side Agreements. There are no agreements, arrangements, understandings, or undertakings between or among any of the parties to the Transaction Documents, whether written or oral, that modify, supplement, or otherwise affect the Transaction Documents as presented to us, and the Transaction Documents represent the entire agreement of the parties with respect to the subject matter thereof insofar as the same relates to Dunmore Nigeria.

(g) Accuracy of Certificates. The factual representations and warranties contained in the Officers' Certificate, the Incumbency Certificate, and all other certificates and documents delivered by or on behalf of Dunmore Nigeria in connection with the Transaction Documents are accurate, complete, and not misleading in any material respect as of the date of such certificates and as of the date hereof. We have relied upon such certificates and representations without independent verification.

(h) Legal Capacity of Natural Persons. Each natural person executing any of the Transaction Documents or any other document examined by us had, at the time of such execution, the legal capacity to do so under all applicable laws.

(i) Foreign Regulatory Filings. All regulatory filings, registrations, consents, approvals, and authorizations required in jurisdictions outside the Federal Republic of Nigeria in connection with the execution, delivery, and performance of the Transaction Documents have been or will be duly made, obtained, and maintained, and are or will be in full force and effect.

(j) Tax Compliance. All parties to the Transaction Documents have complied with all applicable tax obligations in their respective jurisdictions in connection with the transactions contemplated by the Transaction Documents, except to the extent that any such non-compliance would not affect the validity or enforceability of the Transaction Documents under Nigerian law.

We have made no independent investigation or verification of any of the foregoing assumptions, and we offer no assurance that any of these assumptions is correct. If any of these assumptions proves to be incorrect or incomplete, the opinions expressed herein may be affected, and we assume no responsibility or liability in connection therewith.

4. OPINIONS

Based upon and subject to the foregoing and the qualifications and reservations set forth in Section 6 below, and having regard to such considerations of law as we have deemed relevant, we are of the following opinions:

4.1 Due Incorporation and Good Standing

Dunmore Nigeria E&P Ltd. is a limited liability company duly incorporated and validly existing under the Companies and Allied Matters Act ("CAMA") of the Federal Republic of Nigeria. The Company was incorporated on August 12, 2001, and has been in continuous existence since such date without interruption. The Company is duly registered with the Corporate Affairs Commission under registration number RC 487621, and the CAC Status Report dated May 7, 2025 confirms that the Company is in good standing and that no winding-up petition, order, or resolution has been filed with or notified to the CAC in respect of the Company.

The Company has the corporate power and authority under its Constitutional Documents and under CAMA to own, hold, and operate its assets, including, without limitation, its participating interests in OML 47 and OML 63 and all related tangible and intangible assets situated in the Federal Republic of Nigeria. The Company has the corporate power and authority to carry on its business as currently conducted, being the exploration for, development of, production of, and sale of crude oil and natural gas and associated hydrocarbons from its concessions in the Niger Delta. The Company further has the corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party.

4.2 Corporate Power and Authority

Dunmore Nigeria E&P Ltd. has the requisite corporate power and authority under CAMA and its Memorandum and Articles of Association to execute, deliver, and perform its obligations under each of the following:

(i) the Guarantee of the Notes, as set forth in Article X of the Indenture;

(ii) the Nigerian Debenture, including the grant of fixed and floating charges over the Company's assets in favor of Northgate Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties; and

(iii) each of the other Transaction Documents to which the Company is a party, including, without limitation, the Purchase Agreement (to the extent of the Company's obligations as a Guarantor thereunder), the Intercreditor Agreement, and the Registration Rights Agreement.

The execution, delivery, and performance by Dunmore Nigeria of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Company. We have reviewed the Board Resolutions adopted by the board of directors of the Company on April 28, 2025, and we confirm that such resolutions were duly passed at a properly convened meeting of the board of directors at which a quorum was present, in accordance with the requirements of CAMA and the Company's Articles of Association. The Board Resolutions authorize, among other things, (a) the execution and delivery of the Guarantee and the Nigerian Debenture, (b) the performance of the Company's obligations thereunder, (c) the appointment of specific officers to execute the Transaction Documents on behalf of the Company, and (d) all such further acts and things as may be necessary or desirable to give effect to the foregoing. No shareholder approval is required under CAMA or the Company's Constitutional Documents for the transactions contemplated by the Transaction Documents, other than such approvals as have already been obtained.

4.3 Due Execution and Delivery

Each of the Transaction Documents to which Dunmore Nigeria is a party has been duly executed and delivered by an authorized signatory of the Company. The Transaction Documents were executed on behalf of the Company by Mr. Emeka Adeyemi, Managing Director, and by Mrs. Folake Balogun, Company Secretary, whose authority to sign on behalf of the Company has been confirmed by the Incumbency Certificate dated May 15, 2025, and whose specimen signatures correspond to those appearing on the executed Transaction Documents. We are satisfied that the manner of execution complied with the requirements of CAMA, including Section 101 thereof, and the Company's Articles of Association.

4.4 Validity and Enforceability of the Guarantee

The guarantee obligations of Dunmore Nigeria under Article X of the Indenture constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their terms under the laws of the Federal Republic of Nigeria, subject to the qualifications and reservations set forth in Section 6 below.

In reaching this opinion, we have considered whether the Guarantee is within the corporate capacity of the Company and whether it could be characterized as ultra vires or as a transaction not in the best interests of the Company. We note that the Company is a wholly-owned subsidiary of DEH (the Issuer) and that the proceeds of the Notes will be used, inter alia, to fund the operations and capital expenditure programs of DEH's subsidiary group, including the operations of Dunmore Nigeria. The Company derives a direct and substantial corporate benefit from the issuance of the Notes. The provision of the Guarantee is consistent with the objects of the Company as set forth in its Memorandum of Association and does not exceed the Company's corporate capacity under CAMA.

The Guarantee does not contravene any provision of the Company's Memorandum and Articles of Association. The Guarantee does not, to our knowledge after due inquiry, violate any applicable Nigerian statute, law, regulation, rule, directive, guideline, or order of any governmental or regulatory authority having jurisdiction over the Company or its assets.

We have further considered the provisions of Sections 222 and 223 of CAMA (relating to financial assistance and transactions with connected persons) and are of the opinion that the Guarantee, having been duly authorized by the board of directors and being in the corporate interest of the Company as a member of the DEH group, does not contravene such provisions.

4.5 Validity and Enforceability of the Nigerian Debenture (Charge)

The Nigerian Debenture, dated as of May 15, 2025, creates valid and enforceable security interests in favor of Northgate Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties, consisting of both fixed charges and floating charges over the assets of Dunmore Nigeria described therein. Specifically, the Nigerian Debenture covers the following categories of assets:

(a) the Company's participating interests in OML 47 and OML 63, including all rights, title, and interest of the Company in and to such Oil Mining Leases, whether arising under the original lease instruments, assignments, renewals, extensions, or otherwise;

(b) all plant, machinery, equipment, facilities, pipelines, flow stations, storage terminals, and other tangible assets located on or associated with OML 47 and OML 63 or otherwise owned by the Company;

(c) all receivables, revenues, and proceeds arising from or relating to the production, processing, transportation, and sale of crude oil, condensate, natural gas, and associated hydrocarbons from OML 47 and OML 63, including amounts receivable under offtake contracts, lifting agreements, and gas sales agreements;

(d) all contractual rights of the Company under the JOAs, farm-in agreements, unitization agreements, gas processing agreements, offtake contracts, and other material agreements relating to OML 47 and OML 63;

(e) all insurance policies maintained by the Company and all proceeds of such insurance policies, to the extent assignable;

(f) all bank accounts maintained by the Company in the Federal Republic of Nigeria (subject to existing account bank mandates and applicable banker's lien); and

(g) all other assets of the Company, whether tangible or intangible, present or future, as more particularly described in the schedules to the Nigerian Debenture.

Registration with the Corporate Affairs Commission. Under Part XII of CAMA (specifically, Sections 222 through 228 of CAMA 2020 as re-enacted), a charge created by a Nigerian company over its assets is required to be registered with the Corporate Affairs Commission within ninety (90) days of the date of its creation. We confirm that, as of the date hereof, the Company has filed or caused to be filed with the CAC the prescribed particulars of the Nigerian Debenture for registration, together with the original instrument creating the charge. Upon completion of such registration and the issuance by the CAC of a certificate of registration of charge, the Nigerian Debenture will constitute a valid charge ranking as described therein. We note, however, that the CAC has not yet issued a certificate of registration of charge as of the Closing Date, and accordingly, the registration process is pending. We undertake to promptly notify the addressees hereof upon receipt of the certificate of registration of charge, and we confirm that, based on our experience and inquiries with the CAC, we have no reason to believe that such registration will not be completed in due course within the prescribed statutory period.

Failure to Register. We note for the avoidance of doubt that, should the Nigerian Debenture not be registered with the CAC within the prescribed period of ninety (90) days from the date of its creation, the charge may, pursuant to Section 222(9) of CAMA, be void against a liquidator or creditor of the Company, although the underlying debt obligation would remain valid and enforceable as an unsecured obligation.

Stamp Duty. The Nigerian Debenture is subject to Nigerian stamp duty under the Stamp Duties Act (Cap. S8, Laws of the Federation of Nigeria 2004) and the Finance Act 2019 (as amended). We confirm that the Company has paid or arranged for the payment of the applicable ad valorem stamp duty on the Nigerian Debenture in the amount of N127,500,000.00 (being 0.375% of the value of the secured obligations attributable to Dunmore Nigeria, as assessed), and that evidence of payment has been submitted to the Federal Inland Revenue Service ("FIRS") for stamping. The stamp duty payment receipt was obtained on May 14, 2025. Upon stamping of the instrument by the FIRS, the Nigerian Debenture will be admissible in evidence in Nigerian courts without restriction. Pending completion of the stamping process, the Nigerian Debenture may not be admitted as evidence in Nigerian court proceedings; however, this technical limitation does not affect the validity of the security interests created thereby as between the parties.

4.6 No Conflict

The execution, delivery, and performance by Dunmore Nigeria of the Transaction Documents to which it is a party do not and will not:

(a) contravene, conflict with, or result in a violation of any provision of the Company's Memorandum and Articles of Association or any resolution of the board of directors or shareholders of the Company;

(b) violate or conflict with any applicable Nigerian statute, law, regulation, rule, directive, guideline, judgment, decree, or order of any governmental authority, regulatory body, or court having jurisdiction over the Company or its assets, including, without limitation, CAMA, the PIA, the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act, the Investments and Securities Act, and the regulations and circulars of the Central Bank of Nigeria;

(c) result in a breach of, or constitute a default under, or give rise to any right of termination, cancellation, or acceleration under, any material agreement, contract, indenture, mortgage, deed of trust, or other instrument to which the Company is a party or by which the Company or any of its assets may be bound, based on our review of the documents examined as described in Section 2 above; or

(d) result in the creation or imposition of any lien, charge, pledge, encumbrance, security interest, or other claim upon or with respect to any of the assets of the Company, other than those created or granted pursuant to the Transaction Documents (including the Nigerian Debenture) and those liens and encumbrances expressly permitted under the Indenture.

In rendering the opinion in paragraph (c) above, we have relied solely upon the Transaction Documents and other documents examined by us as described in Section 2 and have not undertaken a comprehensive review of all contracts and agreements to which the Company is a party. Our opinion is therefore limited to the documents so examined.

4.7 No Consents or Approvals (Other Than Obtained)

No consent, approval, authorization, license, permit, order, registration, qualification, or filing with or from any governmental authority or regulatory body in the Federal Republic of Nigeria is required in connection with the execution, delivery, or performance by Dunmore Nigeria of the Transaction Documents to which it is a party, except for the following:

(a) the registration of the Nigerian Debenture with the Corporate Affairs Commission, as addressed in Section 4.5 above;

(b) the payment of applicable stamp duties on the Nigerian Debenture and certain other Transaction Documents, as addressed in Section 4.5 above; and

(c) such regulatory approvals, consents, and authorizations as have already been obtained by the Company as of the Closing Date, including the approvals referenced in Section 4.8 below.

We note that the creation of the security interests under the Nigerian Debenture over the Company's interests in OML 47 and OML 63 does not, in and of itself, require the prior consent of the Minister of Petroleum Resources or the NUPRC, as the Nigerian Debenture does not effect a transfer or assignment of the Company's interests in such Oil Mining Leases. However, any enforcement action that would result in a transfer or realization of the Company's OML interests would require such consent, as more fully addressed in the qualifications set forth in Section 6 below.

4.8 Regulatory Compliance — DPR / NUPRC and NNPC

OML 47 and OML 63 — Lease Status. Based on our review of the Oil Mining Lease instruments, assignment documentation, renewal instruments, and regulatory correspondence relating to OML 47 and OML 63, we confirm the following:

OML 47 was originally granted by the Federal Government of Nigeria on March 14, 2003, under the provisions of the Petroleum Act (Cap. P10, Laws of the Federation of Nigeria 2004) and was assigned to Dunmore Nigeria E&P Ltd. pursuant to a deed of assignment dated November 8, 2009, with ministerial consent granted on February 4, 2010. OML 47 was renewed for a further term of twenty (20) years with effect from March 14, 2023, and is valid and subsisting until March 13, 2043, subject to the terms and conditions of the lease instrument and applicable law. The lease covers an area of approximately 842 square kilometers in the shallow offshore waters of the western Niger Delta.

OML 63 was originally granted on September 22, 2006, and was assigned to Dunmore Nigeria E&P Ltd. pursuant to a deed of assignment dated April 17, 2011, with ministerial consent granted on July 30, 2011. OML 63 is valid and subsisting, with a current term expiring on September 21, 2026. We note that the Company has submitted a renewal application to the NUPRC in respect of OML 63 in accordance with the provisions of the PIA and that such application is pending as of the date hereof. Based on our experience and the current status of the application, we have no reason to believe that the renewal will not be granted in due course, although we can offer no assurance in this regard. OML 63 covers an area of approximately 614 square kilometers in the onshore/swamp terrain of the eastern Niger Delta.

As of the date hereof, OML 47 and OML 63 are valid and subsisting Oil Mining Leases, and the Company is the current holder and operator of record in respect of both leases. We have reviewed the NUPRC records pertaining to OML 47 and OML 63 (as described in Schedule B hereto) and are satisfied that the Company's status as holder and operator is accurately reflected in the regulatory records.

Department of Petroleum Resources / Nigerian upstream Petroleum Regulatory Commission (NUPRC). Dunmore Nigeria holds all necessary regulatory licenses, permits, and approvals from the DPR (now the NUPRC, established under Part III of the PIA) required for the conduct of its upstream petroleum operations on OML 47 and OML 63, including, without limitation, environmental impact assessment certificates, environmental management plans, field development plan approvals, drilling permits, well completion certificates, and gas flare-out permits. To our knowledge, based on our review of the relevant documentation and inquiries with the Company, such licenses, permits, and approvals are in full force and effect as of the date hereof, and no notice of revocation, suspension, or material non-compliance has been received by the Company from the NUPRC or any other governmental authority in respect thereof.

NNPC Back-In Rights. The Nigerian National Petroleum Company ("NNPC") holds back-in rights with respect to OML 47 and OML 63 in accordance with the provisions of the original lease instruments and applicable Nigerian petroleum legislation. Specifically, NNPC holds a 60% participating interest in OML 47 (with Dunmore Nigeria holding the remaining 40% participating interest and serving as operator) and a 55% participating interest in OML 63 (with Dunmore Nigeria holding the remaining 45% participating interest and serving as operator). We have reviewed the relevant participation agreements, back-in right acknowledgment documentation, and correspondence between NNPC and the Company, and we confirm that the NNPC back-in rights have been duly recognized, documented, and are being complied with by Dunmore Nigeria in accordance with the terms of the applicable agreements and regulations.

The grant of the Guarantee by the Company and the creation of the security interests under the Nigerian Debenture do not, in our opinion, violate or conflict with the NNPC's back-in rights or any obligations of the Company to NNPC under the relevant participation agreements. The Nigerian Debenture creates charges only over the Company's own participating interests (being 40% in OML 47 and 45% in OML 63) and does not purport to encumber the interests of NNPC or any other third party. However, we direct the addressees' attention to the qualifications set forth in Section 6(f) below regarding the priority and effect of NNPC back-in rights upon enforcement of the security interests.

Petroleum Industry Act 2021 Compliance. Dunmore Nigeria is, to our knowledge based on our review of the documents examined and inquiries made with the Company, in material compliance with the applicable provisions of the PIA relating to its operations under OML 47 and OML 63. This includes, without limitation:

(i) host community development obligations, including the establishment and funding of host community development trusts as required under Chapter 3 of the PIA and the Host Communities Development Regulations;

(ii) environmental management and remediation obligations under the PIA and the National Environmental Standards and Regulations Enforcement Agency (NESREA) Act;

(iii) domestic gas supply obligations, to the extent applicable to the Company's gas production from OML 47 and OML 63;

(iv) royalty payment obligations under Part V of the PIA and the applicable petroleum royalty regulations; and

(v) reporting and disclosure obligations to the NUPRC, the Nigerian Midstream and Downstream Petroleum Regulatory Authority (as applicable), and the Ministry of Petroleum Resources.

Export and Repatriation of Proceeds. Under applicable Nigerian foreign exchange regulations, including the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act (Cap. F34, Laws of the Federation of Nigeria 2004), the Nigerian Investment Promotion Commission Act, and relevant Central Bank of Nigeria ("CBN") circulars (including the CBN Circular on International Money Transfers and the CBN Guidelines on Foreign Exchange Transactions), payments by Dunmore Nigeria under the Guarantee may be made in United States dollars. The Company, being a holder of oil and gas concessions and a participant in the Nigerian upstream petroleum sector, is entitled under applicable CBN regulations to maintain domiciliary accounts denominated in foreign currencies and to make payments in foreign currency from such accounts. However, such payments are subject to compliance with applicable CBN reporting and documentation requirements, including the completion of Form A (for capital transfers) or Form M (for trade-related payments), as applicable, and any applicable anti-money laundering and know-your-customer verification procedures. We are not aware of any CBN regulation or directive currently in effect that would prohibit or materially restrict the ability of the Company to make payments in U.S. dollars under the Guarantee, subject to the qualifications set forth in Section 6(e) below.

4.9 No Litigation

Based on our inquiries of the Company, the representations contained in the Officers' Certificate, and searches conducted at the Federal High Court, Lagos Division (on May 8, 2025), the Federal High Court, Abuja Division (on May 8, 2025), and the National Industrial Court (on May 9, 2025), as described in Schedule B hereto, there is no pending or, to our knowledge, threatened litigation, arbitration, or administrative proceeding against Dunmore Nigeria E&P Ltd. before any court, tribunal, or governmental authority in the Federal Republic of Nigeria that would reasonably be expected to materially adversely affect:

(a) the validity or enforceability of the Guarantee, the Nigerian Debenture, or any other Transaction Document to which the Company is a party;

(b) the Company's ability to perform its obligations under the Transaction Documents;

(d) the financial condition, assets, properties, or business of the Company, taken as a whole.

We note that the litigation searches described above were conducted at the specified courts and as of the dates indicated, and that we have not conducted searches at all courts of competent jurisdiction in Nigeria, nor have we conducted searches at customary or Sharia courts. Furthermore, our searches would not necessarily reveal proceedings that have been commenced but not yet entered into the court registries' records as of the search dates.

4.10 Choice of Law and Submission to Jurisdiction

Choice of Law. The choice of the laws of the State of New York as the governing law of the Indenture, the Purchase Agreement, the Registration Rights Agreement, and such other Transaction Documents as are expressed to be governed by New York law should, in our opinion, be recognized by Nigerian courts as a valid and effective choice of governing law. Under established Nigerian jurisprudence and principles of private international law as applied in Nigeria, Nigerian courts generally give effect to a contractual choice of foreign governing law where such choice is bona fide, legal (in the sense of not being made to evade the application of mandatory provisions of Nigerian law), and not contrary to Nigerian public policy.

Submission to Jurisdiction. The submission by Dunmore Nigeria in the Transaction Documents to the non-exclusive jurisdiction of the courts of the State of New York and the federal courts of the United States of America sitting in the Borough of Manhattan, City of New York, should be recognized as a valid submission to jurisdiction. A contractual submission to the jurisdiction of a foreign court is generally recognized and given effect by Nigerian courts, provided that such submission does not operate to oust the jurisdiction of Nigerian courts where Nigerian courts would otherwise have jurisdiction.

Enforcement of Foreign Judgments. A final and conclusive monetary judgment of a court of competent jurisdiction in the State of New York (or a federal court of the United States sitting in New York) would not be directly enforceable in the Federal Republic of Nigeria by way of registration or otherwise, as the United States is not a party to any reciprocal enforcement of judgments treaty or arrangement with Nigeria, and the Foreign Judgments (Reciprocal Enforcement) Act (Cap. F35, Laws of the Federation of Nigeria 2004) does not currently extend to judgments of courts of the United States. Accordingly, such a judgment could be enforced in Nigeria only through the commencement of fresh proceedings in a Nigerian court of competent jurisdiction, in which the New York judgment would be treated as a cause of action or as conclusive evidence of the debt or liability adjudicated therein. A Nigerian court would not re-examine or re-try the merits of the underlying dispute but would require that the following conditions be satisfied:

(i) the New York court had jurisdiction over the subject matter and the parties in accordance with Nigerian private international law principles (a contractual submission to the jurisdiction of such court would generally be sufficient for this purpose);

(ii) the judgment is final and conclusive and has not been stayed, set aside, or reversed on appeal;

(iii) the judgment was not obtained by fraud;

(iv) enforcement of the judgment would not be contrary to Nigerian public policy; and

(v) the proceedings in which the judgment was obtained were not contrary to principles of natural justice, including that the defendant had been duly served with process and had a fair opportunity to be heard.

Subject to the satisfaction of the foregoing conditions, a Nigerian court would, in our opinion, give effect to such a judgment by entering a judgment in corresponding terms, although the Nigerian court retains a discretion to decline to enforce a foreign judgment in exceptional circumstances.

4.11 No Immunity

Dunmore Nigeria E&P Ltd. is a private commercial entity and does not constitute an organ or instrumentality of the Government of the Federal Republic of Nigeria, any state government thereof, or any political subdivision or agency thereof. The Company is not entitled to claim sovereign immunity, governmental immunity, or any other form of immunity from suit, execution, attachment, set-off, or other legal process in any jurisdiction in respect of its obligations under the Transaction Documents. The Company has validly and effectively waived any such right to immunity that might otherwise be available to it, and such waiver is valid and binding under Nigerian law.

5. CONFIRMATIONS REGARDING SANCTIONS AND ANTI-CORRUPTION

Based on the documents examined by us, the information available to us (including public records and the results of the screening described below), and relying on the representations and warranties made by the Company in the Officers' Certificate and in the Transaction Documents, we make the following confirmations:

Sanctions. Dunmore Nigeria E&P Ltd., its directors, and its senior officers (as identified in the Officers' Certificate and Incumbency Certificate) are not, to our knowledge, designated on, or owned or controlled by any person or entity designated on, any sanctions list maintained by:

(i) the United States Department of the Treasury, Office of Foreign Assets Control ("OFAC"), including the Specially Designated Nationals and blocked Persons List ("SDN List") and the Sectoral Sanctions Identifications List ("SSI List");

(ii) the European Union, pursuant to Council Regulation (EU) No. 269/2014, as amended, or any other applicable EU restrictive measures regulation; or

(iii) the United Kingdom, HM Treasury, Office of Financial Sanctions Implementation ("OFSI"), including the UK Sanctions List maintained pursuant to the Sanctions and Anti-Money Laundering Act 2018.

In making the foregoing confirmations, we have relied upon a comprehensive sanctions screening conducted by Sandoval Compliance Solutions LLC, an independent compliance consulting firm, completed on April 25, 2025 (the "Sandoval Screening"). The Sandoval Screening covered Dunmore Nigeria E&P Ltd. (including its trade names and aliases), its directors (being Mr. Emeka Adeyemi, Mrs. Folake Balogun, Dr. Ngozi Uchenna, Mr. Taiwo Ogundimu, and Mr. George Patterson), its senior officers, and its material counterparties (including NNPC, the joint venture partners under the JOAs, and the Company's principal crude oil offtakers). The Sandoval Screening returned no positive matches or hits requiring further investigation. A copy of the Sandoval Screening report is on file with us and is available for inspection by the addressees upon request.

Anti-Corruption. Dunmore Nigeria E&P Ltd. is, to our knowledge based on our review of the Company's compliance program documentation and inquiries with the Company's management, in material compliance with applicable Nigerian anti-corruption legislation, including:

(i) the Corrupt Practices and Other Related Offences Act 2000 (as amended);

(ii) the Nigerian Extractive Industries Transparency Initiative (NEITI) Act 2007;

(iii) the Money Laundering (Prohibition) Act 2011 (as amended by the Money Laundering (Prevention and Prohibition) Act 2022); and

(iv) the Economic and Financial Crimes Commission (Establishment) Act 2004.

The Company has represented to us that it maintains internal anti-corruption and compliance policies and procedures consistent with international best practices for companies operating in the Nigerian upstream petroleum sector, including a code of conduct, a gift and entertainment policy, a third-party due diligence program, and a whistleblower mechanism. We have not independently audited or verified the effectiveness of such policies and procedures.

6. QUALIFICATIONS AND RESERVATIONS

The opinions expressed in Section 4 above are subject to the following qualifications and reservations:

(a) Insolvency and Winding-Up. The enforceability of the obligations of Dunmore Nigeria under the Transaction Documents (including the Guarantee and the Nigerian Debenture) is subject to, and may be limited by, applicable Nigerian laws relating to insolvency, bankruptcy, winding-up, liquidation, receivership, judicial management, reorganization, moratorium, arrangement, compromise, and similar laws of general application affecting the rights and remedies of creditors. In particular, the enforcement of the Guarantee and the Nigerian Debenture may be affected by the provisions of CAMA relating to the winding-up of companies (Part XIX of CAMA 2020), the Bankruptcy Act (Cap. B2, Laws of the Federation of Nigeria 2004), and any future legislation, regulation, or judicial decision relating to debtor relief or creditor priorities. The priorities established by statute for preferential debts in a winding-up (including unpaid employee wages, accrued pension contributions, and certain tax liabilities) may take precedence over the claims of the Secured Parties under the Nigerian Debenture, particularly in respect of assets subject to a floating charge.

(b) Equitable Remedies. Remedies of specific performance, injunctive relief, declaratory relief, and other equitable or discretionary remedies are not available as of right under Nigerian law but are granted at the discretion of the Nigerian courts. A Nigerian court may decline to grant such remedies if, in its judgment, damages would be an adequate remedy or if other equitable considerations (including hardship, undue delay, or unclean hands) militate against the grant of such relief. Accordingly, we express no opinion as to the availability of any particular equitable remedy in connection with the enforcement of the Transaction Documents.

(c) Stamp Duty. Certain of the Transaction Documents, including the Nigerian Debenture, may be subject to Nigerian stamp duty under the Stamp Duties Act and the Finance Act 2019 (as amended). Under Section 22(4) of the Stamp Duties Act, any instrument that is not duly stamped, or that has been insufficiently stamped, is inadmissible in evidence in any court of law in Nigeria, whether civil or criminal, until the requisite stamp duty (together with any applicable penalty for late stamping) has been paid. This limitation on admissibility does not affect the underlying validity or enforceability of the obligations created by such instrument as between the parties but would prevent the instrument from being tendered in evidence in Nigerian court proceedings until properly stamped.

(d) Registration of Charges. The security interests created by the Nigerian Debenture are subject to the registration requirements of CAMA. Under Section 222 of CAMA 2020, a charge created by a company incorporated in Nigeria must be registered with the Corporate Affairs Commission within ninety (90) days of the date of creation of the charge. Failure to register within the prescribed period may render the charge void against a liquidator of the Company and against any creditor of the Company, although the charge would remain valid as between the Company (as chargor) and the Collateral Agent (as chargee). Where a charge has become void for non-registration, the entire sum secured by the charge becomes immediately payable. The opinions expressed in Section 4.5 above are given on the assumption that the Nigerian Debenture will be duly registered with the CAC within the prescribed statutory period.

(e) CBN/Foreign Exchange. The obligations of Dunmore Nigeria under the Transaction Documents that are denominated in, or require payment in, United States dollars or other foreign currency are subject to applicable Central Bank of Nigeria regulations, foreign exchange controls, and directives in effect from time to time. While, as of the date hereof, we are not aware of any CBN regulation or directive that would prohibit or materially restrict the Company's ability to make payments in U.S. dollars under the Guarantee, the CBN retains broad regulatory authority over foreign exchange transactions in Nigeria, and future changes in CBN policy, regulations, or directives could affect the timing, manner, or availability of foreign currency for payments by the Company. We express no opinion as to the future course of CBN foreign exchange policy or the continued availability of foreign currency at any particular exchange rate.

(f) NNPC Back-In Rights. The NNPC holds statutory and contractual back-in rights in respect of OML 47 and OML 63 under the applicable Oil Mining Lease instruments and Nigerian petroleum legislation (including the PIA). Such back-in rights are rights of the Federal Government of Nigeria (exercised through NNPC) that take priority under Nigerian petroleum law. The enforcement of the security interests created by the Nigerian Debenture over the Company's participating interests in OML 47 and OML 63 may be subject to, and limited by, the NNPC's back-in rights, and any realization upon such interests would be subject to the continued observance of NNPC's participating interest. The Collateral Agent and the Secured Parties should not assume that enforcement of the Nigerian Debenture would extinguish or override the NNPC's back-in rights or participating interests.

(g) Petroleum Regulatory Approvals. Any transfer, assignment, or other disposition of the Company's interests in OML 47 and OML 63 (whether pursuant to enforcement of the Nigerian Debenture or otherwise) would require the prior written consent of the Minister of Petroleum Resources (or such other authority as may be designated under the PIA) and/or the NUPRC. Such consent is discretionary and cannot be guaranteed. The PIA and applicable regulations provide that an Oil Mining Lease or interest therein shall not be assigned, transferred, hypothecated, or otherwise disposed of without the prior consent of the Minister, and any purported transfer without such consent would be void. Accordingly, the effectiveness of any enforcement action that would result in a transfer of the Company's OML interests is conditional upon the obtaining of such ministerial and regulatory consent.

(h) Public Policy. Nigerian courts may decline to give effect to, or to enforce, provisions of the Transaction Documents (or of any foreign law governing the Transaction Documents) that are contrary to Nigerian public policy, mandatory provisions of Nigerian law, or the fundamental principles of justice and equity as recognized in Nigeria. We express no opinion as to what a Nigerian court would consider to be contrary to Nigerian public policy, as this is a factual determination that depends on the circumstances of each case.

(i) Limitation Periods. Claims under the Transaction Documents would be subject to applicable Nigerian limitation periods under the Limitation Act (Cap. L8, Laws of the Federation of Nigeria 2004) or the equivalent limitation statutes of the state in which proceedings are brought. Under the Limitation Law of Lagos State, the limitation period for actions founded on simple contract is six (6) years from the date on which the cause of action accrued, and the limitation period for actions on a specialty (including actions on a deed) is twelve (12) years. The commencement of proceedings after the expiry of the applicable limitation period would render the claim time-barred.

(j) Judgment Currency. A Nigerian court may, in accordance with its procedural rules and applicable law, render judgment in Nigerian Naira rather than in United States dollars or any other foreign currency, notwithstanding that the underlying obligation is denominated in a foreign currency. We express no opinion on the rate of exchange that would be applied by a Nigerian court in converting a foreign currency obligation to Naira or on the date as of which such conversion would be effected. We note that there is no established rule of Nigerian law requiring a court to apply the official CBN exchange rate, the Investors' and Exporters' window rate, or any particular market rate, and the choice of applicable rate may be at the discretion of the court.

(k) Foreign Judgments. As set forth in Section 4.10 above, a judgment of a court in the State of New York (or a federal court of the United States sitting in New York) is not directly enforceable in the Federal Republic of Nigeria. Such a judgment may be enforced in Nigeria only by way of fresh proceedings in a Nigerian court of competent jurisdiction, in which the foreign judgment would be treated as a cause of action or as evidence of the debt. A Nigerian court would not re-examine the merits of the underlying dispute but would, in our opinion, enforce the foreign judgment provided that: (i) the foreign court had jurisdiction over the parties and the subject matter; (ii) the judgment is final and conclusive on the merits; (iii) the judgment was not obtained by fraud; (iv) enforcement would not be contrary to Nigerian public policy; and (v) the proceedings in the foreign court were conducted in accordance with principles of natural justice. There can be no assurance as to the time required for the completion of enforcement proceedings in Nigeria or the costs associated therewith.

(l) Floating Charges. A floating charge created by the Nigerian Debenture may, upon its crystallization (whether upon the occurrence of an event of default, the appointment of a receiver, the commencement of winding-up proceedings, or otherwise in accordance with the terms of the Nigerian Debenture), be subordinated to the claims of certain preferential creditors of the Company in accordance with the provisions of CAMA and other applicable Nigerian legislation. Preferential creditors whose claims take priority over a floating charge include, among others, employees with respect to unpaid wages and salaries (up to the statutory limit), accrued pension fund contributions, and certain tax liabilities. Assets subject to a fixed charge are generally not affected by the claims of preferential creditors, except to the extent otherwise provided by statute.

7. RELIANCE AND BENEFIT

This opinion is given solely for the benefit of the addressees listed on the first page hereof in connection with the issuance of the Notes and the transactions contemplated by the Transaction Documents. This opinion is delivered to the addressees in their respective capacities as stated herein and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Abayomi Chambers.

This opinion may not be disclosed to, or relied upon by, any person or entity other than the addressees, except that:

(a) this opinion may be disclosed to the professional advisors (including legal counsel and auditors) of the Initial Purchasers, the Trustee, and the Collateral Agent on a confidential basis, provided that such advisors shall not be entitled to rely on this opinion without our prior written consent;

(b) this opinion may be disclosed to subsequent transferees, assignees, or holders of the Notes to the extent required by the Transaction Documents or by applicable law or regulation (including in connection with any exchange offer or resale registration), in each case on the basis that such persons acknowledge and agree that they may not rely on this opinion without our prior written consent and that we assume no duty or liability to any such person; and

(c) this opinion may be disclosed in connection with legal proceedings relating to the Transaction Documents, to the extent required by applicable law or by order of a court of competent jurisdiction.

This opinion is limited to matters of the laws of the Federal Republic of Nigeria as in force and as interpreted by Nigerian courts at the date hereof. We express no opinion on the laws of any other jurisdiction, including, without limitation, the laws of the Cayman Islands, the State of Delaware, the State of New York, the United States of America, the European Union, or the United Kingdom. Where we have expressed a view on the recognition or enforcement by Nigerian courts of foreign law provisions or foreign court judgments, such view is based on our understanding of applicable Nigerian private international law principles.

We assume no obligation to update or supplement this opinion for changes in law, regulation, policy, or interpretation, or for changes in factual circumstances, occurring after the date hereof, regardless of whether such changes would affect the opinions expressed herein. The opinions expressed in this letter speak only as of the date hereof.

8. GOVERNING LAW OF THIS OPINION

This opinion letter is governed by, and shall be construed in accordance with, the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with this opinion letter shall be subject to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria.

Yours faithfully,

ABAYOMI CHAMBERS

ABAYOMI CHAMBERS Barristers, Solicitors & Notaries Public

By: ________

Name: Chidinma Okafor

Title: Lead Partner

14 Broad Street, Victoria Island Lagos, Nigeria

Date: May 15, 2025

SCHEDULE A — DEFINED TERMS

The following defined terms are used in this opinion and have the meanings set forth below or as cross-referenced to the Transaction Documents:

SCHEDULE B — SEARCHES CONDUCTED

In connection with the preparation of this opinion, we have conducted or caused to be conducted the following searches and inquiries:

1. Corporate Affairs Commission — Company Search

2. Federal High Court — Litigation Search (Lagos Division)

3. Federal High Court — Litigation Search (Abuja Division)

4. DPR / NUPRC Records — OML 47 and OML 63

This opinion, including Schedules A and B hereto, comprises a total of [28] pages.

CONFIDENTIAL — For the sole benefit of the addressees. Not to be disclosed or relied upon by any third party without the prior written consent of Abayomi Chambers.

Defined Term	Definition / Reference
"Board Resolutions"	The resolutions of the board of directors of Dunmore Nigeria E&P Ltd. dated April 28, 2025, as described in Section 2(g)
"CAC"	The Corporate Affairs Commission of the Federal Republic of Nigeria
"CAC Status Report"	The status report issued by the CAC in respect of Dunmore Nigeria E&P Ltd. dated May 7, 2025
"CAMA"	The Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria 2004, as amended and restated in 2020
"CBN"	The Central Bank of Nigeria
"Closing Date"	May 15, 2025
"Collateral Agent"	Northgate Trust Company, N.A., in its capacity as Collateral Agent under the Indenture and the Nigerian Debenture
"Company" or "Dunmore Nigeria"	Dunmore Nigeria E&P Ltd., a limited company incorporated under the laws of the Federal Republic of Nigeria, registered with the CAC under registration number RC 487621
"Constitutional Documents"	The Certificate of Incorporation and Memorandum and Articles of Association of the Company
"DEH"	Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands
"DPR"	The Department of Petroleum Resources of the Federal Republic of Nigeria (now the NUPRC under the PIA)
"DUFC"	Dunmore upstream Finance Corp., a corporation incorporated under the laws of the State of Delaware, United States of America
"FIRS"	The Federal Inland Revenue Service of the Federal Republic of Nigeria
"Guarantee"	The guarantee obligations of Dunmore Nigeria under Article X of the Indenture
"Guarantors"	The guarantors named in the Indenture, including Dunmore Nigeria E&P Ltd.
"Indenture"	The Indenture dated as of May 15, 2025, among DEH, DUFC, the Guarantors, and Northgate Trust Company, N.A.
"Initial Purchasers"	Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC
"Intercreditor Agreement"	The Intercreditor Agreement dated as of May 15, 2025, among Northgate Trust Co

ABAYOMI CHAMBERS Barristers, Solicitors & Notaries Public
14 Broad Street, Victoria Island Lagos, Nigeria
Tel: +234 (1) 461-7200 | Fax: +234 (1) 461-7210
Email: legal@abayomichambers.com.ng
Opinion Reference No.: AC/LEG/2025/OPN-0347
May 15, 2025
Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, NY 10179 United States of America (Lead Initial Purchaser / Lead Left Bookrunner)
Clarion Securities Inc. One Financial Center Boston, MA 02111 United States of America (Joint Bookrunner)
Pinnacle Partners LLC 200 West Street, Suite 4400 New York, NY 10282 United States of America (Co-Manager)
Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, NY 10005 United States of America (Indenture Trustee and Collateral Agent)
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 United States of America (Issuer's Counsel)
Whitfield Baxter & Cohn LLP 51 West 52nd Street New York, NY 10019 United States of America (Initial Purchasers' Counsel)
Dear Sirs and Mesdames:
NIGERIAN LAW OPINION
In Connection with the Issuance of $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes Due 2032
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1. INTRODUCTION AND SCOPE
We, Abayomi Chambers, a firm of legal practitioners duly authorized to practise law in the Federal Republic of Nigeria, have acted as Nigerian counsel to Dunmore Nigeria E&P Ltd. ("Dunmore Nigeria" or the "Company") in connection with the matters described in this opinion. This opinion is delivered to the addressees identified above on the closing date of May 15, 2025 (the "Closing Date").
This opinion is rendered in connection with the issuance by Dunmore Energy Holdings Ltd. ("DEH"), an exempted company duly incorporated and existing under the laws of the Cayman Islands, and Dunmore upstream Finance Corp. ("DUFC"), a corporation duly incorporated and existing under the laws of the State of Delaware, United States of America (DEH and DUFC together, the "Issuers"), of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes are being offered and sold (i) to qualified institutional buyers in the United States of America in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) to persons who are not U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in reliance on Regulation S under the Securities Act.
This opinion relates specifically and exclusively to the legal status, capacity, authority, and obligations of Dunmore Nigeria E&P Ltd., a limited company duly incorporated under the laws of the Federal Republic of Nigeria with the Corporate Affairs Commission (the "CAC"), registration number RC 487621. The Company is a wholly-owned subsidiary of DEH and has agreed to serve as a Guarantor of the Notes under the Indenture (as defined below). Additionally, the Company has granted security interests over substantially all of its assets pursuant to the Nigerian Debenture (as defined below) in favor of Northgate Trust Company, N.A., acting in its capacity as Collateral Agent.
Dunmore Nigeria is the operator of record of Oil Mining Lease 47 ("OML 47") and Oil Mining Lease 63 ("OML 63"), both of which are situated in the Niger Delta region of the Federal Republic of Nigeria. The Company's interests in OML 47 and OML 63 constitute its principal assets and are material to the credit support provided by the Company in its capacity as Guarantor.
This opinion is rendered at the request of Calderwood & Harkness LLP (attention: Jennifer Kwon, Responsible Partner) pursuant to Section 7(g) of the Purchase Agreement dated May 12, 2025, as a condition to closing under the Purchase Agreement. In rendering this opinion, we have been instructed by and have coordinated with Calderwood & Harkness LLP in its capacity as counsel to the Issuers and the Guarantors in connection with the offering of the Notes.
Unless otherwise defined herein, capitalized terms used in this opinion have the meanings ascribed to them in Schedule A hereto and in the Transaction Documents, as applicable.
2. DOCUMENTS EXAMINED
For the purpose of rendering this opinion, we have examined originals, or copies certified or represented to us as being true and complete copies of the originals, of the following documents (collectively, and to the extent they involve Dunmore Nigeria, the "Transaction Documents"):
(a) The Indenture, dated as of May 15, 2025, among DEH (as Issuer), DUFC (as Co-Issuer), the guarantors named therein (the "Guarantors"), including Dunmore Nigeria E&P Ltd., and Northgate Trust Company, N.A. (as Trustee and Collateral Agent) (the "Indenture");
(b) The Purchase Agreement, dated May 12, 2025, among the Issuers, the Guarantors (including Dunmore Nigeria), Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (as the "Initial Purchasers") (the "Purchase Agreement");
(c) The Guarantee executed by Dunmore Nigeria E&P Ltd. in favor of the holders of the Notes, as set forth in Article X of the Indenture (the "Guarantee");
(d) The Collateral Agreement (Nigeria) — Debenture and Charge over the assets of Dunmore Nigeria E&P Ltd., dated as of May 15, 2025, granted in favor of Northgate Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties (the "Nigerian Debenture");
(e) The Intercreditor Agreement, dated as of May 15, 2025, among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors (the "Intercreditor Agreement");
(f) The Certificate of Incorporation of Dunmore Nigeria E&P Ltd., as issued by the Corporate Affairs Commission, and the Memorandum and Articles of Association of Dunmore Nigeria E&P Ltd. as currently in effect (the "Constitutional Documents");
(g) Certified copies of the board resolutions of Dunmore Nigeria E&P Ltd. dated April 28, 2025, authorizing the execution, delivery, and performance by the Company of the Guarantee, the Nigerian Debenture, and the other Transaction Documents to which the Company is a party, and authorizing named officers and signatories to execute the same on behalf of the Company (the "Board Resolutions");
(h) A status report (certificate of good standing equivalent) issued by the Corporate Affairs Commission in respect of Dunmore Nigeria E&P Ltd. dated May 7, 2025, confirming the subsistence and good standing of the Company on the CAC register (the "CAC Status Report");
(i) The Oil Mining Lease 47 (OML 47), being the original lease instrument dated March 14, 2003, together with all assignments, amendments, extensions, renewals, and related regulatory approvals pertaining thereto;
(j) The Oil Mining Lease 63 (OML 63), being the original lease instrument dated September 22, 2006, together with all assignments, amendments, extensions, renewals, and related regulatory approvals pertaining thereto;
(k) The Joint Operating Agreement for OML 47, dated June 1, 2003, as amended from time to time, and the Joint Operating Agreement for OML 63, dated January 15, 2007, as amended from time to time (collectively, the "JOAs");
(l) Relevant approvals and consents from the Department of Petroleum Resources ("DPR") (now the Nigerian upstream Petroleum Regulatory Commission ("NUPRC") pursuant to the Petroleum Industry Act 2021 (the "PIA")), including the ministerial consent to the assignment of interests in OML 47 and OML 63 to the Company, approvals to drill and complete wells, environmental impact assessment approvals, and field development plan approvals;
(m) Evidence of compliance with the Nigerian National Petroleum Company ("NNPC") back-in rights with respect to OML 47 and OML 63, including correspondence from NNPC, executed participation agreements, and back-in right acknowledgment documentation;
(n) An Officers' Certificate of Dunmore Nigeria E&P Ltd. dated May 15, 2025, executed by the Managing Director and the Company Secretary, certifying certain factual matters regarding the Company, and an Incumbency Certificate of Dunmore Nigeria E&P Ltd. dated May 15, 2025, certifying the identity, office, and specimen signatures of the officers authorized to execute the Transaction Documents on behalf of the Company (together, the "Officers' and Incumbency Certificates");
(o) The Final Offering Memorandum dated May 14, 2025, relating to the offer and sale of the Notes (the "Offering Memorandum"); and
(p) The Registration Rights Agreement, dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers (the "Registration Rights Agreement").
We have also examined such other corporate records, certificates, agreements, instruments, regulatory filings, and documents as we have deemed necessary or appropriate for purposes of this opinion. We have conducted the searches and inquiries described in Schedule B hereto.
In addition to the foregoing, we have reviewed relevant provisions of Nigerian legislation, including, without limitation, the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria 2004 (as amended and restated in 2020) ("CAMA"), the Petroleum Industry Act 2021 (the "PIA"), the Petroleum Act (Cap. P10, Laws of the Federation of Nigeria 2004, to the extent not repealed by the PIA), the Stamp Duties Act (Cap. S8, Laws of the Federation of Nigeria 2004), the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act (Cap. F34, Laws of the Federation of Nigeria 2004), the Nigerian Investment Promotion Commission Act, the Corrupt Practices and Other Related Offences Act, and the Nigerian Extractive Industries Transparency Initiative (NEITI) Act, along with relevant regulations, circulars, and guidelines issued thereunder.
3. ASSUMPTIONS
In rendering the opinions set forth herein, we have assumed the following, without independent investigation or verification:
(a) Authenticity and Conformity. All documents submitted to us as originals are authentic and complete. All documents submitted to us as copies conform to the originals thereof, and such originals are authentic and complete. All documents submitted to us as drafts have been or will be executed in the forms reviewed by us.
(b) Genuineness of Signatures. All signatures appearing on the documents examined by us are genuine. Where documents have been executed under seal, such seals are authentic.
(c) Capacity and Authorization of Other Parties. Each party to the Transaction Documents (other than Dunmore Nigeria) has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate or organizational power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party, and has duly authorized, executed, and delivered such Transaction Documents.
(d) Validity Under Foreign Laws. The Transaction Documents governed by laws other than the laws of the Federal Republic of Nigeria are legal, valid, binding, and enforceable against the parties thereto under such governing laws. We express no opinion on the laws of any jurisdiction other than the Federal Republic of Nigeria.
(e) Choice of Law. The choice of the laws of the State of New York as the governing law of the Indenture, the Purchase Agreement, the Registration Rights Agreement, and certain other Transaction Documents would be recognized by a Nigerian court of competent jurisdiction as a valid choice of law, subject to the qualifications set forth in Section 6 of this opinion.
(f) No Side Agreements. There are no agreements, arrangements, understandings, or undertakings between or among any of the parties to the Transaction Documents, whether written or oral, that modify, supplement, or otherwise affect the Transaction Documents as presented to us, and the Transaction Documents represent the entire agreement of the parties with respect to the subject matter thereof insofar as the same relates to Dunmore Nigeria.
(g) Accuracy of Certificates. The factual representations and warranties contained in the Officers' Certificate, the Incumbency Certificate, and all other certificates and documents delivered by or on behalf of Dunmore Nigeria in connection with the Transaction Documents are accurate, complete, and not misleading in any material respect as of the date of such certificates and as of the date hereof. We have relied upon such certificates and representations without independent verification.
(h) Legal Capacity of Natural Persons. Each natural person executing any of the Transaction Documents or any other document examined by us had, at the time of such execution, the legal capacity to do so under all applicable laws.
(i) Foreign Regulatory Filings. All regulatory filings, registrations, consents, approvals, and authorizations required in jurisdictions outside the Federal Republic of Nigeria in connection with the execution, delivery, and performance of the Transaction Documents have been or will be duly made, obtained, and maintained, and are or will be in full force and effect.
(j) Tax Compliance. All parties to the Transaction Documents have complied with all applicable tax obligations in their respective jurisdictions in connection with the transactions contemplated by the Transaction Documents, except to the extent that any such non-compliance would not affect the validity or enforceability of the Transaction Documents under Nigerian law.
We have made no independent investigation or verification of any of the foregoing assumptions, and we offer no assurance that any of these assumptions is correct. If any of these assumptions proves to be incorrect or incomplete, the opinions expressed herein may be affected, and we assume no responsibility or liability in connection therewith.
4. OPINIONS
Based upon and subject to the foregoing and the qualifications and reservations set forth in Section 6 below, and having regard to such considerations of law as we have deemed relevant, we are of the following opinions:
4.1 Due Incorporation and Good Standing
Dunmore Nigeria E&P Ltd. is a limited liability company duly incorporated and validly existing under the Companies and Allied Matters Act ("CAMA") of the Federal Republic of Nigeria. The Company was incorporated on August 12, 2001, and has been in continuous existence since such date without interruption. The Company is duly registered with the Corporate Affairs Commission under registration number RC 487621, and the CAC Status Report dated May 7, 2025 confirms that the Company is in good standing and that no winding-up petition, order, or resolution has been filed with or notified to the CAC in respect of the Company.
The Company has the corporate power and authority under its Constitutional Documents and under CAMA to own, hold, and operate its assets, including, without limitation, its participating interests in OML 47 and OML 63 and all related tangible and intangible assets situated in the Federal Republic of Nigeria. The Company has the corporate power and authority to carry on its business as currently conducted, being the exploration for, development of, production of, and sale of crude oil and natural gas and associated hydrocarbons from its concessions in the Niger Delta. The Company further has the corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party.
4.2 Corporate Power and Authority
Dunmore Nigeria E&P Ltd. has the requisite corporate power and authority under CAMA and its Memorandum and Articles of Association to execute, deliver, and perform its obligations under each of the following:
(i) the Guarantee of the Notes, as set forth in Article X of the Indenture;
(ii) the Nigerian Debenture, including the grant of fixed and floating charges over the Company's assets in favor of Northgate Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties; and
(iii) each of the other Transaction Documents to which the Company is a party, including, without limitation, the Purchase Agreement (to the extent of the Company's obligations as a Guarantor thereunder), the Intercreditor Agreement, and the Registration Rights Agreement.
The execution, delivery, and performance by Dunmore Nigeria of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Company. We have reviewed the Board Resolutions adopted by the board of directors of the Company on April 28, 2025, and we confirm that such resolutions were duly passed at a properly convened meeting of the board of directors at which a quorum was present, in accordance with the requirements of CAMA and the Company's Articles of Association. The Board Resolutions authorize, among other things, (a) the execution and delivery of the Guarantee and the Nigerian Debenture, (b) the performance of the Company's obligations thereunder, (c) the appointment of specific officers to execute the Transaction Documents on behalf of the Company, and (d) all such further acts and things as may be necessary or desirable to give effect to the foregoing. No shareholder approval is required under CAMA or the Company's Constitutional Documents for the transactions contemplated by the Transaction Documents, other than such approvals as have already been obtained.
4.3 Due Execution and Delivery
Each of the Transaction Documents to which Dunmore Nigeria is a party has been duly executed and delivered by an authorized signatory of the Company. The Transaction Documents were executed on behalf of the Company by Mr. Emeka Adeyemi, Managing Director, and by Mrs. Folake Balogun, Company Secretary, whose authority to sign on behalf of the Company has been confirmed by the Incumbency Certificate dated May 15, 2025, and whose specimen signatures correspond to those appearing on the executed Transaction Documents. We are satisfied that the manner of execution complied with the requirements of CAMA, including Section 101 thereof, and the Company's Articles of Association.
4.4 Validity and Enforceability of the Guarantee
The guarantee obligations of Dunmore Nigeria under Article X of the Indenture constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their terms under the laws of the Federal Republic of Nigeria, subject to the qualifications and reservations set forth in Section 6 below.
In reaching this opinion, we have considered whether the Guarantee is within the corporate capacity of the Company and whether it could be characterized as ultra vires or as a transaction not in the best interests of the Company. We note that the Company is a wholly-owned subsidiary of DEH (the Issuer) and that the proceeds of the Notes will be used, inter alia, to fund the operations and capital expenditure programs of DEH's subsidiary group, including the operations of Dunmore Nigeria. The Company derives a direct and substantial corporate benefit from the issuance of the Notes. The provision of the Guarantee is consistent with the objects of the Company as set forth in its Memorandum of Association and does not exceed the Company's corporate capacity under CAMA.
The Guarantee does not contravene any provision of the Company's Memorandum and Articles of Association. The Guarantee does not, to our knowledge after due inquiry, violate any applicable Nigerian statute, law, regulation, rule, directive, guideline, or order of any governmental or regulatory authority having jurisdiction over the Company or its assets.
We have further considered the provisions of Sections 222 and 223 of CAMA (relating to financial assistance and transactions with connected persons) and are of the opinion that the Guarantee, having been duly authorized by the board of directors and being in the corporate interest of the Company as a member of the DEH group, does not contravene such provisions.
4.5 Validity and Enforceability of the Nigerian Debenture (Charge)
The Nigerian Debenture, dated as of May 15, 2025, creates valid and enforceable security interests in favor of Northgate Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties, consisting of both fixed charges and floating charges over the assets of Dunmore Nigeria described therein. Specifically, the Nigerian Debenture covers the following categories of assets:
(a) the Company's participating interests in OML 47 and OML 63, including all rights, title, and interest of the Company in and to such Oil Mining Leases, whether arising under the original lease instruments, assignments, renewals, extensions, or otherwise;
(b) all plant, machinery, equipment, facilities, pipelines, flow stations, storage terminals, and other tangible assets located on or associated with OML 47 and OML 63 or otherwise owned by the Company;
(c) all receivables, revenues, and proceeds arising from or relating to the production, processing, transportation, and sale of crude oil, condensate, natural gas, and associated hydrocarbons from OML 47 and OML 63, including amounts receivable under offtake contracts, lifting agreements, and gas sales agreements;
(d) all contractual rights of the Company under the JOAs, farm-in agreements, unitization agreements, gas processing agreements, offtake contracts, and other material agreements relating to OML 47 and OML 63;
(e) all insurance policies maintained by the Company and all proceeds of such insurance policies, to the extent assignable;
(f) all bank accounts maintained by the Company in the Federal Republic of Nigeria (subject to existing account bank mandates and applicable banker's lien); and
(g) all other assets of the Company, whether tangible or intangible, present or future, as more particularly described in the schedules to the Nigerian Debenture.
Registration with the Corporate Affairs Commission. Under Part XII of CAMA (specifically, Sections 222 through 228 of CAMA 2020 as re-enacted), a charge created by a Nigerian company over its assets is required to be registered with the Corporate Affairs Commission within ninety (90) days of the date of its creation. We confirm that, as of the date hereof, the Company has filed or caused to be filed with the CAC the prescribed particulars of the Nigerian Debenture for registration, together with the original instrument creating the charge. Upon completion of such registration and the issuance by the CAC of a certificate of registration of charge, the Nigerian Debenture will constitute a valid charge ranking as described therein. We note, however, that the CAC has not yet issued a certificate of registration of charge as of the Closing Date, and accordingly, the registration process is pending. We undertake to promptly notify the addressees hereof upon receipt of the certificate of registration of charge, and we confirm that, based on our experience and inquiries with the CAC, we have no reason to believe that such registration will not be completed in due course within the prescribed statutory period.
Failure to Register. We note for the avoidance of doubt that, should the Nigerian Debenture not be registered with the CAC within the prescribed period of ninety (90) days from the date of its creation, the charge may, pursuant to Section 222(9) of CAMA, be void against a liquidator or creditor of the Company, although the underlying debt obligation would remain valid and enforceable as an unsecured obligation.
Stamp Duty. The Nigerian Debenture is subject to Nigerian stamp duty under the Stamp Duties Act (Cap. S8, Laws of the Federation of Nigeria 2004) and the Finance Act 2019 (as amended). We confirm that the Company has paid or arranged for the payment of the applicable ad valorem stamp duty on the Nigerian Debenture in the amount of N127,500,000.00 (being 0.375% of the value of the secured obligations attributable to Dunmore Nigeria, as assessed), and that evidence of payment has been submitted to the Federal Inland Revenue Service ("FIRS") for stamping. The stamp duty payment receipt was obtained on May 14, 2025. Upon stamping of the instrument by the FIRS, the Nigerian Debenture will be admissible in evidence in Nigerian courts without restriction. Pending completion of the stamping process, the Nigerian Debenture may not be admitted as evidence in Nigerian court proceedings; however, this technical limitation does not affect the validity of the security interests created thereby as between the parties.
4.6 No Conflict
The execution, delivery, and performance by Dunmore Nigeria of the Transaction Documents to which it is a party do not and will not:
(a) contravene, conflict with, or result in a violation of any provision of the Company's Memorandum and Articles of Association or any resolution of the board of directors or shareholders of the Company;
(b) violate or conflict with any applicable Nigerian statute, law, regulation, rule, directive, guideline, judgment, decree, or order of any governmental authority, regulatory body, or court having jurisdiction over the Company or its assets, including, without limitation, CAMA, the PIA, the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act, the Investments and Securities Act, and the regulations and circulars of the Central Bank of Nigeria;
(c) result in a breach of, or constitute a default under, or give rise to any right of termination, cancellation, or acceleration under, any material agreement, contract, indenture, mortgage, deed of trust, or other instrument to which the Company is a party or by which the Company or any of its assets may be bound, based on our review of the documents examined as described in Section 2 above; or
(d) result in the creation or imposition of any lien, charge, pledge, encumbrance, security interest, or other claim upon or with respect to any of the assets of the Company, other than those created or granted pursuant to the Transaction Documents (including the Nigerian Debenture) and those liens and encumbrances expressly permitted under the Indenture.
In rendering the opinion in paragraph (c) above, we have relied solely upon the Transaction Documents and other documents examined by us as described in Section 2 and have not undertaken a comprehensive review of all contracts and agreements to which the Company is a party. Our opinion is therefore limited to the documents so examined.
4.7 No Consents or Approvals (Other Than Obtained)
No consent, approval, authorization, license, permit, order, registration, qualification, or filing with or from any governmental authority or regulatory body in the Federal Republic of Nigeria is required in connection with the execution, delivery, or performance by Dunmore Nigeria of the Transaction Documents to which it is a party, except for the following:
(a) the registration of the Nigerian Debenture with the Corporate Affairs Commission, as addressed in Section 4.5 above;
(b) the payment of applicable stamp duties on the Nigerian Debenture and certain other Transaction Documents, as addressed in Section 4.5 above; and
(c) such regulatory approvals, consents, and authorizations as have already been obtained by the Company as of the Closing Date, including the approvals referenced in Section 4.8 below.
We note that the creation of the security interests under the Nigerian Debenture over the Company's interests in OML 47 and OML 63 does not, in and of itself, require the prior consent of the Minister of Petroleum Resources or the NUPRC, as the Nigerian Debenture does not effect a transfer or assignment of the Company's interests in such Oil Mining Leases. However, any enforcement action that would result in a transfer or realization of the Company's OML interests would require such consent, as more fully addressed in the qualifications set forth in Section 6 below.
4.8 Regulatory Compliance — DPR / NUPRC and NNPC
OML 47 and OML 63 — Lease Status. Based on our review of the Oil Mining Lease instruments, assignment documentation, renewal instruments, and regulatory correspondence relating to OML 47 and OML 63, we confirm the following:
OML 47 was originally granted by the Federal Government of Nigeria on March 14, 2003, under the provisions of the Petroleum Act (Cap. P10, Laws of the Federation of Nigeria 2004) and was assigned to Dunmore Nigeria E&P Ltd. pursuant to a deed of assignment dated November 8, 2009, with ministerial consent granted on February 4, 2010. OML 47 was renewed for a further term of twenty (20) years with effect from March 14, 2023, and is valid and subsisting until March 13, 2043, subject to the terms and conditions of the lease instrument and applicable law. The lease covers an area of approximately 842 square kilometers in the shallow offshore waters of the western Niger Delta.
OML 63 was originally granted on September 22, 2006, and was assigned to Dunmore Nigeria E&P Ltd. pursuant to a deed of assignment dated April 17, 2011, with ministerial consent granted on July 30, 2011. OML 63 is valid and subsisting, with a current term expiring on September 21, 2026. We note that the Company has submitted a renewal application to the NUPRC in respect of OML 63 in accordance with the provisions of the PIA and that such application is pending as of the date hereof. Based on our experience and the current status of the application, we have no reason to believe that the renewal will not be granted in due course, although we can offer no assurance in this regard. OML 63 covers an area of approximately 614 square kilometers in the onshore/swamp terrain of the eastern Niger Delta.
As of the date hereof, OML 47 and OML 63 are valid and subsisting Oil Mining Leases, and the Company is the current holder and operator of record in respect of both leases. We have reviewed the NUPRC records pertaining to OML 47 and OML 63 (as described in Schedule B hereto) and are satisfied that the Company's status as holder and operator is accurately reflected in the regulatory records.
Department of Petroleum Resources / Nigerian upstream Petroleum Regulatory Commission (NUPRC). Dunmore Nigeria holds all necessary regulatory licenses, permits, and approvals from the DPR (now the NUPRC, established under Part III of the PIA) required for the conduct of its upstream petroleum operations on OML 47 and OML 63, including, without limitation, environmental impact assessment certificates, environmental management plans, field development plan approvals, drilling permits, well completion certificates, and gas flare-out permits. To our knowledge, based on our review of the relevant documentation and inquiries with the Company, such licenses, permits, and approvals are in full force and effect as of the date hereof, and no notice of revocation, suspension, or material non-compliance has been received by the Company from the NUPRC or any other governmental authority in respect thereof.
NNPC Back-In Rights. The Nigerian National Petroleum Company ("NNPC") holds back-in rights with respect to OML 47 and OML 63 in accordance with the provisions of the original lease instruments and applicable Nigerian petroleum legislation. Specifically, NNPC holds a 60% participating interest in OML 47 (with Dunmore Nigeria holding the remaining 40% participating interest and serving as operator) and a 55% participating interest in OML 63 (with Dunmore Nigeria holding the remaining 45% participating interest and serving as operator). We have reviewed the relevant participation agreements, back-in right acknowledgment documentation, and correspondence between NNPC and the Company, and we confirm that the NNPC back-in rights have been duly recognized, documented, and are being complied with by Dunmore Nigeria in accordance with the terms of the applicable agreements and regulations.
The grant of the Guarantee by the Company and the creation of the security interests under the Nigerian Debenture do not, in our opinion, violate or conflict with the NNPC's back-in rights or any obligations of the Company to NNPC under the relevant participation agreements. The Nigerian Debenture creates charges only over the Company's own participating interests (being 40% in OML 47 and 45% in OML 63) and does not purport to encumber the interests of NNPC or any other third party. However, we direct the addressees' attention to the qualifications set forth in Section 6(f) below regarding the priority and effect of NNPC back-in rights upon enforcement of the security interests.
Petroleum Industry Act 2021 Compliance. Dunmore Nigeria is, to our knowledge based on our review of the documents examined and inquiries made with the Company, in material compliance with the applicable provisions of the PIA relating to its operations under OML 47 and OML 63. This includes, without limitation:
(i) host community development obligations, including the establishment and funding of host community development trusts as required under Chapter 3 of the PIA and the Host Communities Development Regulations;
(ii) environmental management and remediation obligations under the PIA and the National Environmental Standards and Regulations Enforcement Agency (NESREA) Act;
(iii) domestic gas supply obligations, to the extent applicable to the Company's gas production from OML 47 and OML 63;
(iv) royalty payment obligations under Part V of the PIA and the applicable petroleum royalty regulations; and
(v) reporting and disclosure obligations to the NUPRC, the Nigerian Midstream and Downstream Petroleum Regulatory Authority (as applicable), and the Ministry of Petroleum Resources.
Export and Repatriation of Proceeds. Under applicable Nigerian foreign exchange regulations, including the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act (Cap. F34, Laws of the Federation of Nigeria 2004), the Nigerian Investment Promotion Commission Act, and relevant Central Bank of Nigeria ("CBN") circulars (including the CBN Circular on International Money Transfers and the CBN Guidelines on Foreign Exchange Transactions), payments by Dunmore Nigeria under the Guarantee may be made in United States dollars. The Company, being a holder of oil and gas concessions and a participant in the Nigerian upstream petroleum sector, is entitled under applicable CBN regulations to maintain domiciliary accounts denominated in foreign currencies and to make payments in foreign currency from such accounts. However, such payments are subject to compliance with applicable CBN reporting and documentation requirements, including the completion of Form A (for capital transfers) or Form M (for trade-related payments), as applicable, and any applicable anti-money laundering and know-your-customer verification procedures. We are not aware of any CBN regulation or directive currently in effect that would prohibit or materially restrict the ability of the Company to make payments in U.S. dollars under the Guarantee, subject to the qualifications set forth in Section 6(e) below.
4.9 No Litigation
Based on our inquiries of the Company, the representations contained in the Officers' Certificate, and searches conducted at the Federal High Court, Lagos Division (on May 8, 2025), the Federal High Court, Abuja Division (on May 8, 2025), and the National Industrial Court (on May 9, 2025), as described in Schedule B hereto, there is no pending or, to our knowledge, threatened litigation, arbitration, or administrative proceeding against Dunmore Nigeria E&P Ltd. before any court, tribunal, or governmental authority in the Federal Republic of Nigeria that would reasonably be expected to materially adversely affect:
(a) the validity or enforceability of the Guarantee, the Nigerian Debenture, or any other Transaction Document to which the Company is a party;
(b) the Company's ability to perform its obligations under the Transaction Documents;
(c) the Company's interests in OML 47 or OML 63 or the validity or subsistence of such Oil Mining Leases; or
(d) the financial condition, assets, properties, or business of the Company, taken as a whole.
We note that the litigation searches described above were conducted at the specified courts and as of the dates indicated, and that we have not conducted searches at all courts of competent jurisdiction in Nigeria, nor have we conducted searches at customary or Sharia courts. Furthermore, our searches would not necessarily reveal proceedings that have been commenced but not yet entered into the court registries' records as of the search dates.
4.10 Choice of Law and Submission to Jurisdiction
Choice of Law. The choice of the laws of the State of New York as the governing law of the Indenture, the Purchase Agreement, the Registration Rights Agreement, and such other Transaction Documents as are expressed to be governed by New York law should, in our opinion, be recognized by Nigerian courts as a valid and effective choice of governing law. Under established Nigerian jurisprudence and principles of private international law as applied in Nigeria, Nigerian courts generally give effect to a contractual choice of foreign governing law where such choice is bona fide, legal (in the sense of not being made to evade the application of mandatory provisions of Nigerian law), and not contrary to Nigerian public policy.
Submission to Jurisdiction. The submission by Dunmore Nigeria in the Transaction Documents to the non-exclusive jurisdiction of the courts of the State of New York and the federal courts of the United States of America sitting in the Borough of Manhattan, City of New York, should be recognized as a valid submission to jurisdiction. A contractual submission to the jurisdiction of a foreign court is generally recognized and given effect by Nigerian courts, provided that such submission does not operate to oust the jurisdiction of Nigerian courts where Nigerian courts would otherwise have jurisdiction.
Enforcement of Foreign Judgments. A final and conclusive monetary judgment of a court of competent jurisdiction in the State of New York (or a federal court of the United States sitting in New York) would not be directly enforceable in the Federal Republic of Nigeria by way of registration or otherwise, as the United States is not a party to any reciprocal enforcement of judgments treaty or arrangement with Nigeria, and the Foreign Judgments (Reciprocal Enforcement) Act (Cap. F35, Laws of the Federation of Nigeria 2004) does not currently extend to judgments of courts of the United States. Accordingly, such a judgment could be enforced in Nigeria only through the commencement of fresh proceedings in a Nigerian court of competent jurisdiction, in which the New York judgment would be treated as a cause of action or as conclusive evidence of the debt or liability adjudicated therein. A Nigerian court would not re-examine or re-try the merits of the underlying dispute but would require that the following conditions be satisfied:
(i) the New York court had jurisdiction over the subject matter and the parties in accordance with Nigerian private international law principles (a contractual submission to the jurisdiction of such court would generally be sufficient for this purpose);
(ii) the judgment is final and conclusive and has not been stayed, set aside, or reversed on appeal;
(iii) the judgment was not obtained by fraud;
(iv) enforcement of the judgment would not be contrary to Nigerian public policy; and
(v) the proceedings in which the judgment was obtained were not contrary to principles of natural justice, including that the defendant had been duly served with process and had a fair opportunity to be heard.
Subject to the satisfaction of the foregoing conditions, a Nigerian court would, in our opinion, give effect to such a judgment by entering a judgment in corresponding terms, although the Nigerian court retains a discretion to decline to enforce a foreign judgment in exceptional circumstances.
4.11 No Immunity
Dunmore Nigeria E&P Ltd. is a private commercial entity and does not constitute an organ or instrumentality of the Government of the Federal Republic of Nigeria, any state government thereof, or any political subdivision or agency thereof. The Company is not entitled to claim sovereign immunity, governmental immunity, or any other form of immunity from suit, execution, attachment, set-off, or other legal process in any jurisdiction in respect of its obligations under the Transaction Documents. The Company has validly and effectively waived any such right to immunity that might otherwise be available to it, and such waiver is valid and binding under Nigerian law.
5. CONFIRMATIONS REGARDING SANCTIONS AND ANTI-CORRUPTION
Based on the documents examined by us, the information available to us (including public records and the results of the screening described below), and relying on the representations and warranties made by the Company in the Officers' Certificate and in the Transaction Documents, we make the following confirmations:
Sanctions. Dunmore Nigeria E&P Ltd., its directors, and its senior officers (as identified in the Officers' Certificate and Incumbency Certificate) are not, to our knowledge, designated on, or owned or controlled by any person or entity designated on, any sanctions list maintained by:
(i) the United States Department of the Treasury, Office of Foreign Assets Control ("OFAC"), including the Specially Designated Nationals and blocked Persons List ("SDN List") and the Sectoral Sanctions Identifications List ("SSI List");
(ii) the European Union, pursuant to Council Regulation (EU) No. 269/2014, as amended, or any other applicable EU restrictive measures regulation; or
(iii) the United Kingdom, HM Treasury, Office of Financial Sanctions Implementation ("OFSI"), including the UK Sanctions List maintained pursuant to the Sanctions and Anti-Money Laundering Act 2018.
In making the foregoing confirmations, we have relied upon a comprehensive sanctions screening conducted by Sandoval Compliance Solutions LLC, an independent compliance consulting firm, completed on April 25, 2025 (the "Sandoval Screening"). The Sandoval Screening covered Dunmore Nigeria E&P Ltd. (including its trade names and aliases), its directors (being Mr. Emeka Adeyemi, Mrs. Folake Balogun, Dr. Ngozi Uchenna, Mr. Taiwo Ogundimu, and Mr. George Patterson), its senior officers, and its material counterparties (including NNPC, the joint venture partners under the JOAs, and the Company's principal crude oil offtakers). The Sandoval Screening returned no positive matches or hits requiring further investigation. A copy of the Sandoval Screening report is on file with us and is available for inspection by the addressees upon request.
Anti-Corruption. Dunmore Nigeria E&P Ltd. is, to our knowledge based on our review of the Company's compliance program documentation and inquiries with the Company's management, in material compliance with applicable Nigerian anti-corruption legislation, including:
(i) the Corrupt Practices and Other Related Offences Act 2000 (as amended);
(ii) the Nigerian Extractive Industries Transparency Initiative (NEITI) Act 2007;
(iii) the Money Laundering (Prohibition) Act 2011 (as amended by the Money Laundering (Prevention and Prohibition) Act 2022); and
(iv) the Economic and Financial Crimes Commission (Establishment) Act 2004.
The Company has represented to us that it maintains internal anti-corruption and compliance policies and procedures consistent with international best practices for companies operating in the Nigerian upstream petroleum sector, including a code of conduct, a gift and entertainment policy, a third-party due diligence program, and a whistleblower mechanism. We have not independently audited or verified the effectiveness of such policies and procedures.
6. QUALIFICATIONS AND RESERVATIONS
The opinions expressed in Section 4 above are subject to the following qualifications and reservations:
(a) Insolvency and Winding-Up. The enforceability of the obligations of Dunmore Nigeria under the Transaction Documents (including the Guarantee and the Nigerian Debenture) is subject to, and may be limited by, applicable Nigerian laws relating to insolvency, bankruptcy, winding-up, liquidation, receivership, judicial management, reorganization, moratorium, arrangement, compromise, and similar laws of general application affecting the rights and remedies of creditors. In particular, the enforcement of the Guarantee and the Nigerian Debenture may be affected by the provisions of CAMA relating to the winding-up of companies (Part XIX of CAMA 2020), the Bankruptcy Act (Cap. B2, Laws of the Federation of Nigeria 2004), and any future legislation, regulation, or judicial decision relating to debtor relief or creditor priorities. The priorities established by statute for preferential debts in a winding-up (including unpaid employee wages, accrued pension contributions, and certain tax liabilities) may take precedence over the claims of the Secured Parties under the Nigerian Debenture, particularly in respect of assets subject to a floating charge.
(b) Equitable Remedies. Remedies of specific performance, injunctive relief, declaratory relief, and other equitable or discretionary remedies are not available as of right under Nigerian law but are granted at the discretion of the Nigerian courts. A Nigerian court may decline to grant such remedies if, in its judgment, damages would be an adequate remedy or if other equitable considerations (including hardship, undue delay, or unclean hands) militate against the grant of such relief. Accordingly, we express no opinion as to the availability of any particular equitable remedy in connection with the enforcement of the Transaction Documents.
(c) Stamp Duty. Certain of the Transaction Documents, including the Nigerian Debenture, may be subject to Nigerian stamp duty under the Stamp Duties Act and the Finance Act 2019 (as amended). Under Section 22(4) of the Stamp Duties Act, any instrument that is not duly stamped, or that has been insufficiently stamped, is inadmissible in evidence in any court of law in Nigeria, whether civil or criminal, until the requisite stamp duty (together with any applicable penalty for late stamping) has been paid. This limitation on admissibility does not affect the underlying validity or enforceability of the obligations created by such instrument as between the parties but would prevent the instrument from being tendered in evidence in Nigerian court proceedings until properly stamped.
(d) Registration of Charges. The security interests created by the Nigerian Debenture are subject to the registration requirements of CAMA. Under Section 222 of CAMA 2020, a charge created by a company incorporated in Nigeria must be registered with the Corporate Affairs Commission within ninety (90) days of the date of creation of the charge. Failure to register within the prescribed period may render the charge void against a liquidator of the Company and against any creditor of the Company, although the charge would remain valid as between the Company (as chargor) and the Collateral Agent (as chargee). Where a charge has become void for non-registration, the entire sum secured by the charge becomes immediately payable. The opinions expressed in Section 4.5 above are given on the assumption that the Nigerian Debenture will be duly registered with the CAC within the prescribed statutory period.
(e) CBN/Foreign Exchange. The obligations of Dunmore Nigeria under the Transaction Documents that are denominated in, or require payment in, United States dollars or other foreign currency are subject to applicable Central Bank of Nigeria regulations, foreign exchange controls, and directives in effect from time to time. While, as of the date hereof, we are not aware of any CBN regulation or directive that would prohibit or materially restrict the Company's ability to make payments in U.S. dollars under the Guarantee, the CBN retains broad regulatory authority over foreign exchange transactions in Nigeria, and future changes in CBN policy, regulations, or directives could affect the timing, manner, or availability of foreign currency for payments by the Company. We express no opinion as to the future course of CBN foreign exchange policy or the continued availability of foreign currency at any particular exchange rate.
(f) NNPC Back-In Rights. The NNPC holds statutory and contractual back-in rights in respect of OML 47 and OML 63 under the applicable Oil Mining Lease instruments and Nigerian petroleum legislation (including the PIA). Such back-in rights are rights of the Federal Government of Nigeria (exercised through NNPC) that take priority under Nigerian petroleum law. The enforcement of the security interests created by the Nigerian Debenture over the Company's participating interests in OML 47 and OML 63 may be subject to, and limited by, the NNPC's back-in rights, and any realization upon such interests would be subject to the continued observance of NNPC's participating interest. The Collateral Agent and the Secured Parties should not assume that enforcement of the Nigerian Debenture would extinguish or override the NNPC's back-in rights or participating interests.
(g) Petroleum Regulatory Approvals. Any transfer, assignment, or other disposition of the Company's interests in OML 47 and OML 63 (whether pursuant to enforcement of the Nigerian Debenture or otherwise) would require the prior written consent of the Minister of Petroleum Resources (or such other authority as may be designated under the PIA) and/or the NUPRC. Such consent is discretionary and cannot be guaranteed. The PIA and applicable regulations provide that an Oil Mining Lease or interest therein shall not be assigned, transferred, hypothecated, or otherwise disposed of without the prior consent of the Minister, and any purported transfer without such consent would be void. Accordingly, the effectiveness of any enforcement action that would result in a transfer of the Company's OML interests is conditional upon the obtaining of such ministerial and regulatory consent.
(h) Public Policy. Nigerian courts may decline to give effect to, or to enforce, provisions of the Transaction Documents (or of any foreign law governing the Transaction Documents) that are contrary to Nigerian public policy, mandatory provisions of Nigerian law, or the fundamental principles of justice and equity as recognized in Nigeria. We express no opinion as to what a Nigerian court would consider to be contrary to Nigerian public policy, as this is a factual determination that depends on the circumstances of each case.
(i) Limitation Periods. Claims under the Transaction Documents would be subject to applicable Nigerian limitation periods under the Limitation Act (Cap. L8, Laws of the Federation of Nigeria 2004) or the equivalent limitation statutes of the state in which proceedings are brought. Under the Limitation Law of Lagos State, the limitation period for actions founded on simple contract is six (6) years from the date on which the cause of action accrued, and the limitation period for actions on a specialty (including actions on a deed) is twelve (12) years. The commencement of proceedings after the expiry of the applicable limitation period would render the claim time-barred.
(j) Judgment Currency. A Nigerian court may, in accordance with its procedural rules and applicable law, render judgment in Nigerian Naira rather than in United States dollars or any other foreign currency, notwithstanding that the underlying obligation is denominated in a foreign currency. We express no opinion on the rate of exchange that would be applied by a Nigerian court in converting a foreign currency obligation to Naira or on the date as of which such conversion would be effected. We note that there is no established rule of Nigerian law requiring a court to apply the official CBN exchange rate, the Investors' and Exporters' window rate, or any particular market rate, and the choice of applicable rate may be at the discretion of the court.
(k) Foreign Judgments. As set forth in Section 4.10 above, a judgment of a court in the State of New York (or a federal court of the United States sitting in New York) is not directly enforceable in the Federal Republic of Nigeria. Such a judgment may be enforced in Nigeria only by way of fresh proceedings in a Nigerian court of competent jurisdiction, in which the foreign judgment would be treated as a cause of action or as evidence of the debt. A Nigerian court would not re-examine the merits of the underlying dispute but would, in our opinion, enforce the foreign judgment provided that: (i) the foreign court had jurisdiction over the parties and the subject matter; (ii) the judgment is final and conclusive on the merits; (iii) the judgment was not obtained by fraud; (iv) enforcement would not be contrary to Nigerian public policy; and (v) the proceedings in the foreign court were conducted in accordance with principles of natural justice. There can be no assurance as to the time required for the completion of enforcement proceedings in Nigeria or the costs associated therewith.
(l) Floating Charges. A floating charge created by the Nigerian Debenture may, upon its crystallization (whether upon the occurrence of an event of default, the appointment of a receiver, the commencement of winding-up proceedings, or otherwise in accordance with the terms of the Nigerian Debenture), be subordinated to the claims of certain preferential creditors of the Company in accordance with the provisions of CAMA and other applicable Nigerian legislation. Preferential creditors whose claims take priority over a floating charge include, among others, employees with respect to unpaid wages and salaries (up to the statutory limit), accrued pension fund contributions, and certain tax liabilities. Assets subject to a fixed charge are generally not affected by the claims of preferential creditors, except to the extent otherwise provided by statute.
7. RELIANCE AND BENEFIT
This opinion is given solely for the benefit of the addressees listed on the first page hereof in connection with the issuance of the Notes and the transactions contemplated by the Transaction Documents. This opinion is delivered to the addressees in their respective capacities as stated herein and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Abayomi Chambers.
This opinion may not be disclosed to, or relied upon by, any person or entity other than the addressees, except that:
(a) this opinion may be disclosed to the professional advisors (including legal counsel and auditors) of the Initial Purchasers, the Trustee, and the Collateral Agent on a confidential basis, provided that such advisors shall not be entitled to rely on this opinion without our prior written consent;
(b) this opinion may be disclosed to subsequent transferees, assignees, or holders of the Notes to the extent required by the Transaction Documents or by applicable law or regulation (including in connection with any exchange offer or resale registration), in each case on the basis that such persons acknowledge and agree that they may not rely on this opinion without our prior written consent and that we assume no duty or liability to any such person; and
(c) this opinion may be disclosed in connection with legal proceedings relating to the Transaction Documents, to the extent required by applicable law or by order of a court of competent jurisdiction.
This opinion is limited to matters of the laws of the Federal Republic of Nigeria as in force and as interpreted by Nigerian courts at the date hereof. We express no opinion on the laws of any other jurisdiction, including, without limitation, the laws of the Cayman Islands, the State of Delaware, the State of New York, the United States of America, the European Union, or the United Kingdom. Where we have expressed a view on the recognition or enforcement by Nigerian courts of foreign law provisions or foreign court judgments, such view is based on our understanding of applicable Nigerian private international law principles.
We assume no obligation to update or supplement this opinion for changes in law, regulation, policy, or interpretation, or for changes in factual circumstances, occurring after the date hereof, regardless of whether such changes would affect the opinions expressed herein. The opinions expressed in this letter speak only as of the date hereof.
8. GOVERNING LAW OF THIS OPINION
This opinion letter is governed by, and shall be construed in accordance with, the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with this opinion letter shall be subject to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria.
Yours faithfully,
ABAYOMI CHAMBERS
ABAYOMI CHAMBERS Barristers, Solicitors & Notaries Public
By: ________
Name: Chidinma Okafor
Title: Lead Partner
14 Broad Street, Victoria Island Lagos, Nigeria
Date: May 15, 2025
SCHEDULE A — DEFINED TERMS
The following defined terms are used in this opinion and have the meanings set forth below or as cross-referenced to the Transaction Documents:
SCHEDULE B — SEARCHES CONDUCTED
In connection with the preparation of this opinion, we have conducted or caused to be conducted the following searches and inquiries:
1. Corporate Affairs Commission — Company Search
2. Federal High Court — Litigation Search (Lagos Division)
3. Federal High Court — Litigation Search (Abuja Division)
4. DPR / NUPRC Records — OML 47 and OML 63
This opinion, including Schedules A and B hereto, comprises a total of [28] pages.
CONFIDENTIAL — For the sole benefit of the addressees. Not to be disclosed or relied upon by any third party without the prior written consent of Abayomi Chambers.
© 2025 Abayomi Chambers. All rights reserved.
Defined Term | Definition / Reference
"Board Resolutions" | The resolutions of the board of directors of Dunmore Nigeria E&P Ltd. dated April 28, 2025, as described in Section 2(g)
"CAC" | The Corporate Affairs Commission of the Federal Republic of Nigeria
"CAC Status Report" | The status report issued by the CAC in respect of Dunmore Nigeria E&P Ltd. dated May 7, 2025
"CAMA" | The Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria 2004, as amended and restated in 2020
"CBN" | The Central Bank of Nigeria
"Closing Date" | May 15, 2025
"Collateral Agent" | Northgate Trust Company, N.A., in its capacity as Collateral Agent under the Indenture and the Nigerian Debenture
"Company" or "Dunmore Nigeria" | Dunmore Nigeria E&P Ltd., a limited company incorporated under the laws of the Federal Republic of Nigeria, registered with the CAC under registration number RC 487621
"Constitutional Documents" | The Certificate of Incorporation and Memorandum and Articles of Association of the Company
"DEH" | Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands
"DPR" | The Department of Petroleum Resources of the Federal Republic of Nigeria (now the NUPRC under the PIA)
"DUFC" | Dunmore upstream Finance Corp., a corporation incorporated under the laws of the State of Delaware, United States of America
"FIRS" | The Federal Inland Revenue Service of the Federal Republic of Nigeria
"Guarantee" | The guarantee obligations of Dunmore Nigeria under Article X of the Indenture
"Guarantors" | The guarantors named in the Indenture, including Dunmore Nigeria E&P Ltd.
"Indenture" | The Indenture dated as of May 15, 2025, among DEH, DUFC, the Guarantors, and Northgate Trust Company, N.A.
"Initial Purchasers" | Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC
"Intercreditor Agreement" | The Intercreditor Agreement dated as of May 15, 2025, among Northgate Trust Co

ABAYOMI CHAMBERS Barristers, Solicitors & Notaries Public

NIGERIAN LAW OPINION

ABAYOMI CHAMBERS

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