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kincaid-moreau-cayman-opinion.docx DOCUMENT Capital Markets

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Contract analysis Extract to table

KINCAID & MOREAU LLP Attorneys-at-Law — Cayman Islands

68 Fort Street George Town, Grand Cayman KY1-1107 Cayman Islands

Telephone: +1 (345) 949-8200 Facsimile: +1 (345) 949-8201

May 15, 2025

BY ELECTRONIC MAIL AND COURIER

Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, NY 10179

Clarion Securities Inc. One Financial Center Boston, MA 02111

Pinnacle Partners LLC 200 West Street, Suite 4400 New York, NY 10282

(each an "Initial Purchaser" and, collectively, the "Initial Purchasers")

Copies to:

Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 (as counsel to the Issuer)

Whitfield Baxter & Cohn LLP 51 West 52nd Street New York, NY 10019 (as counsel to the Initial Purchasers)

Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, NY 10005 (as Trustee and Collateral Agent)

Ladies and Gentlemen:

1. Introduction and Engagement

We have acted as Cayman Islands counsel to Dunmore Energy Holdings Ltd. (the "Company" or "DEH"), an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered office at c/o Camberwell Group, PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, and principal executive offices at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002. The Company is registered with the Registrar of Companies of the Cayman Islands under Registry No. MC-384726.

We are furnishing this opinion letter in connection with the offering by DEH, as issuer (the "Issuer"), and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation, as co-issuer (the "Co-Issuer" and, together with the Issuer, 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 pursuant to the exemptions from registration afforded by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S promulgated thereunder.

This opinion is being delivered to the Initial Purchasers in connection with the closing of the offering of the Notes on May 15, 2025 (the "Closing Date") and pursuant to the requirements of Section 7(d) of the Purchase Agreement dated May 12, 2025 (as defined below).

2. Documents Examined

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

2.1 Constitutional and Corporate Documents of the Company

(a) the Memorandum and Articles of Association of DEH, as amended and restated to date (the "Memorandum and Articles"), copies of which have been certified to us by a director of the Company;

(b) the Certificate of Incorporation of DEH issued by the Registrar of Companies of the Cayman Islands on the date of the Company's incorporation;

(c) a Certificate of Good Standing with respect to DEH issued by the Registrar of Companies of the Cayman Islands on or about May 14, 2025 (the "Certificate of Good Standing"), confirming that the Company is in good standing as of the date thereof;

(d) the Register of Members (shareholders) of DEH, the Register of Directors of DEH, and the Register of Officers of DEH, in each case as maintained at the registered office of the Company and made available to us for inspection; and

(e) the minutes and written resolutions of the Board of Directors of DEH (the "Board Resolutions") adopted at a duly convened meeting of the Board of Directors held on May 9, 2025 (or, as applicable, by unanimous written consent in lieu thereof), authorizing, among other things, the issuance and sale of the Notes and the execution, delivery, and performance by the Company of the Transaction Documents (as defined below) to which it is a party, and the consummation of the transactions contemplated thereby.

2.2 Transaction Documents

We have examined the following documents (collectively, and together with any schedules, exhibits, annexes, and amendments thereto, the "Transaction Documents"):

(a) the Indenture dated as of May 15, 2025 (the "Indenture"), among DEH, as Issuer, DUFC, as Co-Issuer, the Guarantors (as defined therein), and Northgate Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee");

(b) the Purchase Agreement dated May 12, 2025 (the "Purchase Agreement"), among DEH, DUFC, the Guarantors, and the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC);

(c) the Registration Rights Agreement dated as of May 15, 2025 (the "Registration Rights Agreement"), among DEH, DUFC, the Guarantors, and the Initial Purchasers;

(d) the Collateral Agreement (U.S.) — Pledge and Security Agreement governed by the laws of the State of New York (the "Collateral Agreement"), to the extent that DEH is a party thereto or a grantor thereunder;

(e) the Officers' Certificate executed by Marcus Ellingham, in his capacity as Chief Executive Officer of the Company, and Deepa Rajaram, in her capacity as Chief Financial Officer of the Company, delivered in connection with the closing of the offering of the Notes on the date hereof (the "Officers' Certificate"); and

(f) the Secretary's/Director's Certificate of the Company, certifying, among other things, the organizational documents and incumbency of the directors and officers of the Company authorized to execute and deliver the Transaction Documents on behalf of the Company (the "Secretary's Certificate").

2.3 Other Documents

We have also examined the following additional documents:

(a) the Preliminary Offering Memorandum dated April 28, 2025, relating to the offering and sale of the Notes (the "Preliminary Offering Memorandum");

(b) the Final Offering Memorandum dated May 14, 2025, relating to the offering and sale of the Notes (the "Final Offering Memorandum"); and

(c) such other documents, corporate records, certificates of officers and directors of the Company, and certificates of public officials of the Cayman Islands as we have deemed necessary or appropriate for the purposes of rendering the opinions expressed herein.

A complete list of the Transaction Documents and other documents reviewed by us in connection with the delivery of this opinion is set forth in Schedule A attached hereto and incorporated herein by reference.

3. Assumptions

In rendering the opinions set forth in Section 4 below, we have assumed, without independent investigation or verification, the following:

3.1 The genuineness and authenticity of all signatures (other than the signatures of persons signing on behalf of the Company), the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise). Where we have examined copies of documents, we have assumed that the originals of such documents are genuine and complete.

3.2 That each party to the Transaction Documents (other than the Company) has been duly organized or incorporated, is validly existing and in good standing under the laws of its jurisdiction of organization or incorporation, and has the requisite corporate or other organizational power, authority, and legal capacity to execute, deliver, and perform its respective obligations under the Transaction Documents to which it is a party.

3.3 That each of the Transaction Documents has been duly authorized, executed, and delivered by each party thereto other than the Company, and that each such Transaction Document constitutes a legal, valid, binding, and enforceable obligation of each such other party in accordance with its terms under the laws governing such document.

3.4 The truth, accuracy, and completeness of all factual representations and warranties made by the Company, its directors, and its officers in the Transaction Documents and in the certificates of officers and directors of the Company that have been reviewed by this firm in connection with the rendering of this opinion, including, without limitation, the representations and warranties contained in the Purchase Agreement and the Officers' Certificate.

3.5 That each of the Transaction Documents that is expressed to be governed by the laws of the State of New York constitutes a legal, valid, binding, and enforceable obligation of each party thereto under the laws of the State of New York. We are qualified to practice law only in the Cayman Islands and express no opinion on the laws of the State of New York, the laws of the State of Delaware, the laws of England and Wales, the laws of the Federal Republic of Nigeria, the laws of the Republic of Senegal, or the laws of any other jurisdiction other than the Cayman Islands.

3.6 That there has been no amendment, supplement, modification, or revocation of the Memorandum and Articles or any other constitutional or organizational document of the Company other than as provided to us and reflected in the documents listed in Section 2.1 above, and that no such amendment, supplement, modification, or revocation is contemplated.

3.7 That each officer and director of the Company who executed any Transaction Document or any certificate, resolution, or other instrument on behalf of the Company was duly appointed to his or her office in accordance with the Memorandum and Articles and applicable Cayman Islands law and held such office at the time of such execution.

3.8 That the choice of the laws of the State of New York as the governing law of the Indenture, the Purchase Agreement, and the Registration Rights Agreement, respectively, is bona fide and legal, and that such choice of law is not contrary to public policy under the laws of the Cayman Islands. We have further assumed that the submission to the jurisdiction of the courts of the State of New York and the federal courts of the United States located in the Borough of Manhattan, the City of New York, as contained in the Transaction Documents, is valid and effective.

3.9 That no provision of the laws of any jurisdiction other than the Cayman Islands would have any implication in relation to the opinions expressed herein.

3.10 That the minute books and corporate records of the Company made available to us for inspection are complete and accurate in all material respects, and that all minutes and resolutions contained therein reflect accurately the proceedings of the meetings (or written consents) described therein, and that such meetings were duly convened and held with the requisite quorum present throughout.

4. Opinions

Based upon and subject to the foregoing and to the qualifications and limitations set forth in Section 5 below, we are of the opinion that:

4.1 Due Incorporation and Good Standing

The Company has been duly incorporated as an exempted company with limited liability under the provisions of the Companies Act (As Revised) of the Cayman Islands (the "Companies Act") and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands. The Company is registered under Cayman Islands Registry No. MC-384726. As evidenced by the Certificate of Good Standing dated on or about May 14, 2025, the Company has paid all fees and penalties due to the Registrar of Companies as of the date of such certificate and is not in default under the provisions of the Companies Act with respect to any filing or other requirements thereof.

4.2 Corporate Power and Capacity

The Company has the corporate power and authority under its Memorandum and Articles and under the laws of the Cayman Islands to:

(a) issue the Notes in the aggregate principal amount of $850,000,000 on the terms and conditions set forth in the Indenture;

(b) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Indenture, the Purchase Agreement, and the Registration Rights Agreement;

(c) own, lease, and operate its properties and assets and to conduct its business as described in the Final Offering Memorandum;

(d) grant the security interests, charges, liens, and other encumbrances contemplated by the Collateral Agreement and the Indenture in favor of the Trustee and the Collateral Agent for the benefit of the holders of the Notes; and

(e) guarantee the obligations of DUFC, as Co-Issuer, to the extent that such guarantee obligations are contemplated by the Indenture and the other Transaction Documents.

The objects set forth in the Memorandum of Association of the Company are sufficient to permit the Company to enter into and perform all of its obligations under the Transaction Documents and to undertake and consummate all of the transactions contemplated thereby.

4.3 Due Authorization

All corporate action on the part of the Company required by the Companies Act, the Memorandum and Articles, and applicable Cayman Islands law has been duly and validly taken to authorize:

(a) the issuance and sale of the Notes in the aggregate principal amount of $850,000,000;

(b) the execution, delivery, and performance by the Company of each of the Transaction Documents to which it is a party; and

(c) the consummation by the Company of the transactions contemplated by the Transaction Documents, including, without limitation, the grant of the security interests and liens contemplated by the Collateral Agreement and the Indenture.

Without limiting the generality of the foregoing, we have reviewed the Board Resolutions adopted by the Board of Directors of the Company at a duly convened meeting of the Board of Directors held on May 9, 2025, at which a quorum was present and acting throughout, and we are satisfied that such Board Resolutions were validly and properly adopted in accordance with the Memorandum and Articles and the Companies Act, and that such Board Resolutions authorized, among other things, the issuance and sale of the Notes, the execution and delivery of each of the Transaction Documents to which the Company is a party, and the performance by the Company of its obligations thereunder. No shareholder approval was required under the Memorandum and Articles or the Companies Act in connection with any of the foregoing.

4.4 Execution and Delivery

Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by or on behalf of the Company. The person or persons who executed such Transaction Documents on behalf of the Company were duly authorized to do so pursuant to the Board Resolutions and the Memorandum and Articles, and the signatures of such persons on the Transaction Documents are genuine.

4.5 Enforceability. Subject to the qualifications and limitations set forth in Section 5 below, each Transaction Document to which the Company is a party constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, insofar as the laws of the Cayman Islands are concerned.

The Notes, when duly executed by the Company, authenticated by the Trustee in accordance with the terms of the Indenture, and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, insofar as the laws of the Cayman Islands are concerned, subject to the qualifications and limitations set forth in Section 5 below.

The choice of the laws of the State of New York as the governing law of the Indenture, the Purchase Agreement, and the Registration Rights Agreement will be recognized and given effect by the courts of the Cayman Islands, except to the extent that the application of New York law would be contrary to the public policy of the Cayman Islands or mandatory provisions of Cayman Islands law. We are not aware of any reason why such choice of law would be contrary to the public policy of the Cayman Islands or any such mandatory provision.

4.6 No Conflict

The execution, delivery, and performance by the Company of the Transaction Documents to which it is a party, and the issuance and sale of the Notes, do not and will not:

(a) violate or conflict with the Memorandum and Articles of the Company;

(b) violate or conflict with any law, statute, regulation, order, judgment, decree, or rule of the Cayman Islands applicable to the Company; or

(c) result in the creation or imposition of any lien, charge, encumbrance, or other security interest on any property or assets of the Company under Cayman Islands law, except as expressly contemplated by the Transaction Documents.

4.7 No Consent or Approval Required

No consent, license, approval, authorization, order, registration, filing, declaration, or qualification of or with any court, governmental authority, statutory body, or regulatory body of the Cayman Islands is required for:

(a) the execution, delivery, and performance by the Company of the Transaction Documents to which it is a party; or

(b) the issuance and sale of the Notes by the Company to the Initial Purchasers pursuant to the Purchase Agreement,

except that the Company may wish to apply for a Tax Undertaking Certificate from the Governor in Cabinet (or the Financial Secretary, as applicable) of the Cayman Islands pursuant to the Tax Concessions Act (As Revised) (the "Tax Concessions Act"), to ensure that the Company is not subject to any future Cayman Islands tax legislation that may be enacted for a period of up to twenty (20) years from the date of such undertaking. Such application is voluntary and customary for exempted companies incorporated in the Cayman Islands, and the failure to obtain such Tax Undertaking Certificate would not affect the validity, binding nature, or enforceability of any of the Transaction Documents or the Notes.

4.8 Tax Status — No Cayman Islands Tax

Under the laws of the Cayman Islands as currently in effect:

(a) The Company is not subject to tax on profits, income, gains, or appreciations in the Cayman Islands. There is no income tax, corporation tax, capital gains tax, or other direct tax imposed by the Cayman Islands on the Company.

(b) No Cayman Islands withholding tax will be imposed on payments of principal, interest, premium (if any), or any other amounts payable on or in respect of the Notes to any holder thereof, regardless of the residence or domicile of such holder.

(c) No Cayman Islands stamp duty, capital duty, registration tax, or documentary tax is payable by or on behalf of the Company or any holder of the Notes in respect of the execution or delivery of the Transaction Documents, the issuance, sale, transfer, or redemption of the Notes, or the enforcement of any of the foregoing, provided that no instrument relating to the Transaction Documents is executed in, brought to, or filed or recorded in the Cayman Islands (other than for safe custody or in connection with any proceedings before the courts of the Cayman Islands).

(d) Gains derived from the sale, exchange, retirement, or other disposition of the Notes will not be subject to any tax imposed by the Cayman Islands.

(e) The Company is entitled to apply for and has obtained (or will be entitled to obtain upon application) a Tax Undertaking under Section 6 of the Tax Concessions Act exempting the Company from any future Cayman Islands tax, duty, levy, impost, or charge (howsoever described) on profits, income, gains, or appreciations, or any tax in the nature of estate duty or inheritance tax, for a period of twenty (20) years from the date of such undertaking.

(f) No estate, inheritance, succession, or gift tax, rate, duty, levy, or charge is payable under the laws of the Cayman Islands with respect to the Notes or the Transaction Documents by any holder of the Notes.

4.9 No Exchange Controls

There are no exchange control regulations or currency restrictions currently in force in the Cayman Islands. The Company is free to make and receive payments in United States dollars or any other currency without restriction, and all payments of principal, interest, premium (if any), or any other amounts payable on or in respect of the Notes may be made freely and without the necessity of obtaining any governmental approval, license, consent, filing, or registration of any kind in the Cayman Islands, and without deduction or withholding for or on account of any tax, duty, levy, or charge imposed by the Cayman Islands.

4.10 Enforceability of Foreign Judgments

The Cayman Islands is not party to any treaty or convention with the United States for the mutual recognition and enforcement of judgments. Notwithstanding the absence of such a treaty, a final and conclusive judgment of a court of competent jurisdiction in the State of New York (being the jurisdiction whose law governs the Indenture, the Purchase Agreement, and the Registration Rights Agreement) for a definite sum of money (not being a sum payable in respect of taxes, fines, penalties, or similar fiscal or revenue charges) may be recognized and enforced by the Grand Court of the Cayman Islands at common law, without re-examination of the underlying merits of the case, by an action commenced on the foreign judgment debt, provided that:

(a) the court rendering such judgment had jurisdiction over the parties to the proceedings, as recognized by the courts of the Cayman Islands (the submission to the jurisdiction of such court by the Company in the Transaction Documents would be sufficient for this purpose);

(b) the judgment is not contrary to the public policy of the Cayman Islands;

(c) the judgment was not obtained by fraud (whether actual or constructive) on the part of the person in whose favor the judgment was rendered; and

(d) the proceedings in which the judgment was obtained were not conducted in a manner contrary to natural justice (i.e., the defendant was given proper notice of the proceedings and a fair opportunity to be heard).

A judgment of a court in the State of New York that satisfies the foregoing conditions would be treated by the Grand Court of the Cayman Islands as creating a cause of action in debt, and a new action may be brought in the Grand Court upon such judgment debt. It should be noted, however, that the Grand Court may stay such proceedings if concurrent proceedings are being brought elsewhere.

4.11 No Immunity

Under the laws of the Cayman Islands, the Company is not entitled to claim immunity from suit, execution, attachment (whether in aid of execution, before judgment, or otherwise), or other legal process in any proceedings brought before any competent court with respect to the Transaction Documents or the Notes. The Company's agreement in the Transaction Documents to waive any immunity from jurisdiction, service of process, attachment, or execution to which it might otherwise be entitled is valid and binding under Cayman Islands law.

5. Qualifications and Limitations

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

5.1 General Enforceability Qualifications

Our opinions as to enforceability are subject to:

(a) applicable bankruptcy, insolvency, liquidation, winding up, reorganization, moratorium, fraudulent preference, fraudulent disposition, voidable transaction, and other similar laws of general application affecting the enforcement of creditors' rights generally, including, without limitation, the provisions of the Companies Act relating to the winding up of companies and the priority of claims of creditors;

(b) the discretion of the Grand Court of the Cayman Islands or any other competent court in granting equitable remedies, including, without limitation, specific performance and injunctive relief, it being understood that such remedies are discretionary and may not be available in all circumstances where a breach of contract has occurred or is threatened;

(c) any limitation that may be imposed by reason of the public policy of the Cayman Islands, including, without limitation, any limitation on the enforceability of penalties, forfeitures, or provisions that are determined to be unconscionable; and

(d) the principle that a court may decline to exercise jurisdiction in proceedings commenced before it where concurrent proceedings in respect of the same subject matter are pending before the courts of another jurisdiction, or where the court determines that the Cayman Islands is not the appropriate forum.

5.2 Scope Limitations

(a) This opinion is limited strictly to the laws of the Cayman Islands as in effect on the date hereof, and is based upon our interpretation of those laws as currently applied by the courts of the Cayman Islands. We express no opinion on the laws of any other jurisdiction, including, without limitation, the laws of the State of New York, the State of Delaware, the Federal Republic of Nigeria, the Republic of Senegal, or England and Wales. In particular, we do not opine on any United States federal or state securities laws, including the Securities Act or the Securities Exchange Act of 1934, as amended, or any regulations promulgated thereunder.

(b) We have made no independent investigation or verification of any factual matter referred to in this opinion and have relied entirely upon the representations and warranties of the Company contained in the Transaction Documents, the Officers' Certificate, the Secretary's Certificate, and such other certificates and documents of public officials and officers and directors of the Company as we have deemed necessary or appropriate.

(c) This opinion speaks only as of the date hereof. We assume no obligation to advise you or any other person of any change in the law of the Cayman Islands, any change in any factual matter, or any other development occurring after the date hereof that might affect or alter the opinions expressed herein, and we disclaim any responsibility to update or supplement this opinion for any reason whatsoever after the date hereof.

5.3 Qualification Regarding Security Interests

To the extent that any Transaction Document purports to create a charge, lien, pledge, security interest, mortgage, assignment by way of security, or other encumbrance over assets or property of the Company that are located in, or are subject to or governed by the laws of, any jurisdiction other than the Cayman Islands, we express no opinion on the creation, validity, perfection, priority, or enforceability of such charge, lien, pledge, security interest, mortgage, assignment, or encumbrance under the laws of such other jurisdiction. In particular, and without limiting the generality of the foregoing, we express no opinion with respect to the creation, perfection, or priority of any security interest created under the Collateral Agreement or any other security document governed by the laws of the State of New York or any other jurisdiction outside the Cayman Islands.

5.4 Qualification Regarding Sanctions and Compliance Representations

We have not independently investigated or verified the accuracy or completeness of the Company's representations regarding compliance with sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), the United Nations Security Council, the European Union, or any other sanctions authority, or the Company's compliance with the Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act 2010, or any other anti-corruption, anti-money laundering, or similar laws or regulations, and we express no opinion thereon.

5.5 No Opinion on Commercial Terms

We express no opinion as to the commerciality, fairness, reasonableness, or suitability of any of the terms, conditions, covenants, undertakings, or other provisions of the Transaction Documents or the Notes, including, without limitation, any interest rate, maturity date, redemption provision, change of control provision, covenant ratio, or other financial or commercial term contained therein.

6. Reliance and Benefit

This opinion is given solely for the benefit of the persons and entities to whom it is addressed, namely (a) the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC), (b) their respective counsel, Whitfield Baxter & Cohn LLP, (c) Calderwood & Harkness LLP, as counsel to the Issuer, and (d) Northgate Trust Company, N.A., in its capacity as Trustee and Collateral Agent, in each case solely in connection with the offering and sale of the Notes on the date hereof. This opinion is limited to the matters expressly stated herein and no opinion is to be implied or may be inferred beyond the matters expressly stated.

This opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Kincaid & Moreau LLP. Without limiting the foregoing, no holder or beneficial owner of the Notes (other than the Initial Purchasers in their capacity as initial holders thereof) shall be entitled to rely on this opinion.

This opinion may not be quoted, referred to, summarized, or filed with any governmental authority, regulatory body, or agency, or furnished to any other person or entity, without the prior written consent of this firm, except:

(a) as may be required by applicable law, regulation, or regulatory requirement, or by any court of competent jurisdiction;

(b) as an exhibit to the closing binder or closing set prepared in connection with the transaction contemplated by the Transaction Documents; or

(c) as may be required to be disclosed to, or filed with, the United States Securities and Exchange Commission (the "SEC") in connection with any registration statement filed by the Issuers or the Guarantors pursuant to the Registration Rights Agreement, in which case we consent to such filing solely to the extent required thereby.

7. Governing Law of This Opinion

This opinion letter, and any non-contractual obligations arising out of or in connection herewith, shall be governed by and construed in accordance with the laws of the Cayman Islands.

We remain available to discuss any of the matters addressed herein at your convenience. Please do not hesitate to contact the undersigned should you have any questions or require any further information.

Yours faithfully,

KINCAID & MOREAU LLP

By: ________

Name: Nigel Ashworth

Title: Lead Partner

Date: May 15, 2025

Encl.

SCHEDULE A

LIST OF TRANSACTION DOCUMENTS AND OTHER DOCUMENTS REVIEWED

The following is a complete list of the Transaction Documents and other documents examined by Kincaid & Moreau LLP in connection with the delivery of its legal opinion dated May 15, 2025 relating to the offering by Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp. of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032:

End of Schedule A

No.	Document	Date
1.	Indenture among DEH, DUFC, the Guarantors, and Northgate Trust Company, N.A. as Trustee and Collateral Agent (execution version)	May 15, 2025
2.	Purchase Agreement among DEH, DUFC, the Guarantors, and the Initial Purchasers	May 12, 2025
3.	Registration Rights Agreement among DEH, DUFC, the Guarantors, and the Initial Purchasers	May 15, 2025
4.	Collateral Agreement (U.S.) — Pledge and Security Agreement (to the extent DEH is a party or grantor)	May 15, 2025
5.	Officers' Certificate of DEH (executed by Marcus Ellingham, CEO, and Deepa Rajaram, CFO)	May 15, 2025
6.	Secretary's/Director's Certificate of DEH (certifying organizational documents and incumbency)	May 15, 2025
7.	Preliminary Offering Memorandum relating to the Notes	April 28, 2025
8.	Final Offering Memorandum relating to the Notes	May 14, 2025
9.	Board Resolutions of DEH authorizing the issuance of the Notes and execution of the Transaction Documents	May 9, 2025
10.	Memorandum and Articles of Association of DEH (as amended and restated to date)	Various dates
11.	Certificate of Good Standing issued by the Registrar of Companies of the Cayman Islands	May 14, 2025

KINCAID & MOREAU LLP Attorneys-at-Law — Cayman Islands
68 Fort Street George Town, Grand Cayman KY1-1107 Cayman Islands
Telephone: +1 (345) 949-8200 Facsimile: +1 (345) 949-8201
May 15, 2025
BY ELECTRONIC MAIL AND COURIER
Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, NY 10179
Clarion Securities Inc. One Financial Center Boston, MA 02111
Pinnacle Partners LLC 200 West Street, Suite 4400 New York, NY 10282
(each an "Initial Purchaser" and, collectively, the "Initial Purchasers")
Copies to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 (as counsel to the Issuer)
Whitfield Baxter & Cohn LLP 51 West 52nd Street New York, NY 10019 (as counsel to the Initial Purchasers)
Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, NY 10005 (as Trustee and Collateral Agent)
Ladies and Gentlemen:
1. Introduction and Engagement
We have acted as Cayman Islands counsel to Dunmore Energy Holdings Ltd. (the "Company" or "DEH"), an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered office at c/o Camberwell Group, PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, and principal executive offices at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002. The Company is registered with the Registrar of Companies of the Cayman Islands under Registry No. MC-384726.
We are furnishing this opinion letter in connection with the offering by DEH, as issuer (the "Issuer"), and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation, as co-issuer (the "Co-Issuer" and, together with the Issuer, 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 pursuant to the exemptions from registration afforded by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S promulgated thereunder.
This opinion is being delivered to the Initial Purchasers in connection with the closing of the offering of the Notes on May 15, 2025 (the "Closing Date") and pursuant to the requirements of Section 7(d) of the Purchase Agreement dated May 12, 2025 (as defined below).
2. Documents Examined
For the purposes of rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:
2.1 Constitutional and Corporate Documents of the Company
(a) the Memorandum and Articles of Association of DEH, as amended and restated to date (the "Memorandum and Articles"), copies of which have been certified to us by a director of the Company;
(b) the Certificate of Incorporation of DEH issued by the Registrar of Companies of the Cayman Islands on the date of the Company's incorporation;
(c) a Certificate of Good Standing with respect to DEH issued by the Registrar of Companies of the Cayman Islands on or about May 14, 2025 (the "Certificate of Good Standing"), confirming that the Company is in good standing as of the date thereof;
(d) the Register of Members (shareholders) of DEH, the Register of Directors of DEH, and the Register of Officers of DEH, in each case as maintained at the registered office of the Company and made available to us for inspection; and
(e) the minutes and written resolutions of the Board of Directors of DEH (the "Board Resolutions") adopted at a duly convened meeting of the Board of Directors held on May 9, 2025 (or, as applicable, by unanimous written consent in lieu thereof), authorizing, among other things, the issuance and sale of the Notes and the execution, delivery, and performance by the Company of the Transaction Documents (as defined below) to which it is a party, and the consummation of the transactions contemplated thereby.
2.2 Transaction Documents
We have examined the following documents (collectively, and together with any schedules, exhibits, annexes, and amendments thereto, the "Transaction Documents"):
(a) the Indenture dated as of May 15, 2025 (the "Indenture"), among DEH, as Issuer, DUFC, as Co-Issuer, the Guarantors (as defined therein), and Northgate Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee");
(b) the Purchase Agreement dated May 12, 2025 (the "Purchase Agreement"), among DEH, DUFC, the Guarantors, and the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC);
(c) the Registration Rights Agreement dated as of May 15, 2025 (the "Registration Rights Agreement"), among DEH, DUFC, the Guarantors, and the Initial Purchasers;
(d) the Collateral Agreement (U.S.) — Pledge and Security Agreement governed by the laws of the State of New York (the "Collateral Agreement"), to the extent that DEH is a party thereto or a grantor thereunder;
(e) the Officers' Certificate executed by Marcus Ellingham, in his capacity as Chief Executive Officer of the Company, and Deepa Rajaram, in her capacity as Chief Financial Officer of the Company, delivered in connection with the closing of the offering of the Notes on the date hereof (the "Officers' Certificate"); and
(f) the Secretary's/Director's Certificate of the Company, certifying, among other things, the organizational documents and incumbency of the directors and officers of the Company authorized to execute and deliver the Transaction Documents on behalf of the Company (the "Secretary's Certificate").
2.3 Other Documents
We have also examined the following additional documents:
(a) the Preliminary Offering Memorandum dated April 28, 2025, relating to the offering and sale of the Notes (the "Preliminary Offering Memorandum");
(b) the Final Offering Memorandum dated May 14, 2025, relating to the offering and sale of the Notes (the "Final Offering Memorandum"); and
(c) such other documents, corporate records, certificates of officers and directors of the Company, and certificates of public officials of the Cayman Islands as we have deemed necessary or appropriate for the purposes of rendering the opinions expressed herein.
A complete list of the Transaction Documents and other documents reviewed by us in connection with the delivery of this opinion is set forth in Schedule A attached hereto and incorporated herein by reference.
3. Assumptions
In rendering the opinions set forth in Section 4 below, we have assumed, without independent investigation or verification, the following:
3.1 The genuineness and authenticity of all signatures (other than the signatures of persons signing on behalf of the Company), the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise). Where we have examined copies of documents, we have assumed that the originals of such documents are genuine and complete.
3.2 That each party to the Transaction Documents (other than the Company) has been duly organized or incorporated, is validly existing and in good standing under the laws of its jurisdiction of organization or incorporation, and has the requisite corporate or other organizational power, authority, and legal capacity to execute, deliver, and perform its respective obligations under the Transaction Documents to which it is a party.
3.3 That each of the Transaction Documents has been duly authorized, executed, and delivered by each party thereto other than the Company, and that each such Transaction Document constitutes a legal, valid, binding, and enforceable obligation of each such other party in accordance with its terms under the laws governing such document.
3.4 The truth, accuracy, and completeness of all factual representations and warranties made by the Company, its directors, and its officers in the Transaction Documents and in the certificates of officers and directors of the Company that have been reviewed by this firm in connection with the rendering of this opinion, including, without limitation, the representations and warranties contained in the Purchase Agreement and the Officers' Certificate.
3.5 That each of the Transaction Documents that is expressed to be governed by the laws of the State of New York constitutes a legal, valid, binding, and enforceable obligation of each party thereto under the laws of the State of New York. We are qualified to practice law only in the Cayman Islands and express no opinion on the laws of the State of New York, the laws of the State of Delaware, the laws of England and Wales, the laws of the Federal Republic of Nigeria, the laws of the Republic of Senegal, or the laws of any other jurisdiction other than the Cayman Islands.
3.6 That there has been no amendment, supplement, modification, or revocation of the Memorandum and Articles or any other constitutional or organizational document of the Company other than as provided to us and reflected in the documents listed in Section 2.1 above, and that no such amendment, supplement, modification, or revocation is contemplated.
3.7 That each officer and director of the Company who executed any Transaction Document or any certificate, resolution, or other instrument on behalf of the Company was duly appointed to his or her office in accordance with the Memorandum and Articles and applicable Cayman Islands law and held such office at the time of such execution.
3.8 That the choice of the laws of the State of New York as the governing law of the Indenture, the Purchase Agreement, and the Registration Rights Agreement, respectively, is bona fide and legal, and that such choice of law is not contrary to public policy under the laws of the Cayman Islands. We have further assumed that the submission to the jurisdiction of the courts of the State of New York and the federal courts of the United States located in the Borough of Manhattan, the City of New York, as contained in the Transaction Documents, is valid and effective.
3.9 That no provision of the laws of any jurisdiction other than the Cayman Islands would have any implication in relation to the opinions expressed herein.
3.10 That the minute books and corporate records of the Company made available to us for inspection are complete and accurate in all material respects, and that all minutes and resolutions contained therein reflect accurately the proceedings of the meetings (or written consents) described therein, and that such meetings were duly convened and held with the requisite quorum present throughout.
4. Opinions
Based upon and subject to the foregoing and to the qualifications and limitations set forth in Section 5 below, we are of the opinion that:
4.1 Due Incorporation and Good Standing
The Company has been duly incorporated as an exempted company with limited liability under the provisions of the Companies Act (As Revised) of the Cayman Islands (the "Companies Act") and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands. The Company is registered under Cayman Islands Registry No. MC-384726. As evidenced by the Certificate of Good Standing dated on or about May 14, 2025, the Company has paid all fees and penalties due to the Registrar of Companies as of the date of such certificate and is not in default under the provisions of the Companies Act with respect to any filing or other requirements thereof.
4.2 Corporate Power and Capacity
The Company has the corporate power and authority under its Memorandum and Articles and under the laws of the Cayman Islands to:
(a) issue the Notes in the aggregate principal amount of $850,000,000 on the terms and conditions set forth in the Indenture;
(b) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Indenture, the Purchase Agreement, and the Registration Rights Agreement;
(c) own, lease, and operate its properties and assets and to conduct its business as described in the Final Offering Memorandum;
(d) grant the security interests, charges, liens, and other encumbrances contemplated by the Collateral Agreement and the Indenture in favor of the Trustee and the Collateral Agent for the benefit of the holders of the Notes; and
(e) guarantee the obligations of DUFC, as Co-Issuer, to the extent that such guarantee obligations are contemplated by the Indenture and the other Transaction Documents.
The objects set forth in the Memorandum of Association of the Company are sufficient to permit the Company to enter into and perform all of its obligations under the Transaction Documents and to undertake and consummate all of the transactions contemplated thereby.
4.3 Due Authorization
All corporate action on the part of the Company required by the Companies Act, the Memorandum and Articles, and applicable Cayman Islands law has been duly and validly taken to authorize:
(a) the issuance and sale of the Notes in the aggregate principal amount of $850,000,000;
(b) the execution, delivery, and performance by the Company of each of the Transaction Documents to which it is a party; and
(c) the consummation by the Company of the transactions contemplated by the Transaction Documents, including, without limitation, the grant of the security interests and liens contemplated by the Collateral Agreement and the Indenture.
Without limiting the generality of the foregoing, we have reviewed the Board Resolutions adopted by the Board of Directors of the Company at a duly convened meeting of the Board of Directors held on May 9, 2025, at which a quorum was present and acting throughout, and we are satisfied that such Board Resolutions were validly and properly adopted in accordance with the Memorandum and Articles and the Companies Act, and that such Board Resolutions authorized, among other things, the issuance and sale of the Notes, the execution and delivery of each of the Transaction Documents to which the Company is a party, and the performance by the Company of its obligations thereunder. No shareholder approval was required under the Memorandum and Articles or the Companies Act in connection with any of the foregoing.
4.4 Execution and Delivery
Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by or on behalf of the Company. The person or persons who executed such Transaction Documents on behalf of the Company were duly authorized to do so pursuant to the Board Resolutions and the Memorandum and Articles, and the signatures of such persons on the Transaction Documents are genuine.
4.5 Enforceability.  Subject to the qualifications and limitations set forth in Section 5 below, each Transaction Document to which the Company is a party constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, insofar as the laws of the Cayman Islands are concerned.
The Notes, when duly executed by the Company, authenticated by the Trustee in accordance with the terms of the Indenture, and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, insofar as the laws of the Cayman Islands are concerned, subject to the qualifications and limitations set forth in Section 5 below.
The choice of the laws of the State of New York as the governing law of the Indenture, the Purchase Agreement, and the Registration Rights Agreement will be recognized and given effect by the courts of the Cayman Islands, except to the extent that the application of New York law would be contrary to the public policy of the Cayman Islands or mandatory provisions of Cayman Islands law. We are not aware of any reason why such choice of law would be contrary to the public policy of the Cayman Islands or any such mandatory provision.
4.6 No Conflict
The execution, delivery, and performance by the Company of the Transaction Documents to which it is a party, and the issuance and sale of the Notes, do not and will not:
(a) violate or conflict with the Memorandum and Articles of the Company;
(b) violate or conflict with any law, statute, regulation, order, judgment, decree, or rule of the Cayman Islands applicable to the Company; or
(c) result in the creation or imposition of any lien, charge, encumbrance, or other security interest on any property or assets of the Company under Cayman Islands law, except as expressly contemplated by the Transaction Documents.
4.7 No Consent or Approval Required
No consent, license, approval, authorization, order, registration, filing, declaration, or qualification of or with any court, governmental authority, statutory body, or regulatory body of the Cayman Islands is required for:
(a) the execution, delivery, and performance by the Company of the Transaction Documents to which it is a party; or
(b) the issuance and sale of the Notes by the Company to the Initial Purchasers pursuant to the Purchase Agreement,
except that the Company may wish to apply for a Tax Undertaking Certificate from the Governor in Cabinet (or the Financial Secretary, as applicable) of the Cayman Islands pursuant to the Tax Concessions Act (As Revised) (the "Tax Concessions Act"), to ensure that the Company is not subject to any future Cayman Islands tax legislation that may be enacted for a period of up to twenty (20) years from the date of such undertaking. Such application is voluntary and customary for exempted companies incorporated in the Cayman Islands, and the failure to obtain such Tax Undertaking Certificate would not affect the validity, binding nature, or enforceability of any of the Transaction Documents or the Notes.
4.8 Tax Status — No Cayman Islands Tax
Under the laws of the Cayman Islands as currently in effect:
(a) The Company is not subject to tax on profits, income, gains, or appreciations in the Cayman Islands. There is no income tax, corporation tax, capital gains tax, or other direct tax imposed by the Cayman Islands on the Company.
(b) No Cayman Islands withholding tax will be imposed on payments of principal, interest, premium (if any), or any other amounts payable on or in respect of the Notes to any holder thereof, regardless of the residence or domicile of such holder.
(c) No Cayman Islands stamp duty, capital duty, registration tax, or documentary tax is payable by or on behalf of the Company or any holder of the Notes in respect of the execution or delivery of the Transaction Documents, the issuance, sale, transfer, or redemption of the Notes, or the enforcement of any of the foregoing, provided that no instrument relating to the Transaction Documents is executed in, brought to, or filed or recorded in the Cayman Islands (other than for safe custody or in connection with any proceedings before the courts of the Cayman Islands).
(d) Gains derived from the sale, exchange, retirement, or other disposition of the Notes will not be subject to any tax imposed by the Cayman Islands.
(e) The Company is entitled to apply for and has obtained (or will be entitled to obtain upon application) a Tax Undertaking under Section 6 of the Tax Concessions Act exempting the Company from any future Cayman Islands tax, duty, levy, impost, or charge (howsoever described) on profits, income, gains, or appreciations, or any tax in the nature of estate duty or inheritance tax, for a period of twenty (20) years from the date of such undertaking.
(f) No estate, inheritance, succession, or gift tax, rate, duty, levy, or charge is payable under the laws of the Cayman Islands with respect to the Notes or the Transaction Documents by any holder of the Notes.
4.9 No Exchange Controls
There are no exchange control regulations or currency restrictions currently in force in the Cayman Islands. The Company is free to make and receive payments in United States dollars or any other currency without restriction, and all payments of principal, interest, premium (if any), or any other amounts payable on or in respect of the Notes may be made freely and without the necessity of obtaining any governmental approval, license, consent, filing, or registration of any kind in the Cayman Islands, and without deduction or withholding for or on account of any tax, duty, levy, or charge imposed by the Cayman Islands.
4.10 Enforceability of Foreign Judgments
The Cayman Islands is not party to any treaty or convention with the United States for the mutual recognition and enforcement of judgments. Notwithstanding the absence of such a treaty, a final and conclusive judgment of a court of competent jurisdiction in the State of New York (being the jurisdiction whose law governs the Indenture, the Purchase Agreement, and the Registration Rights Agreement) for a definite sum of money (not being a sum payable in respect of taxes, fines, penalties, or similar fiscal or revenue charges) may be recognized and enforced by the Grand Court of the Cayman Islands at common law, without re-examination of the underlying merits of the case, by an action commenced on the foreign judgment debt, provided that:
(a) the court rendering such judgment had jurisdiction over the parties to the proceedings, as recognized by the courts of the Cayman Islands (the submission to the jurisdiction of such court by the Company in the Transaction Documents would be sufficient for this purpose);
(b) the judgment is not contrary to the public policy of the Cayman Islands;
(c) the judgment was not obtained by fraud (whether actual or constructive) on the part of the person in whose favor the judgment was rendered; and
(d) the proceedings in which the judgment was obtained were not conducted in a manner contrary to natural justice (i.e., the defendant was given proper notice of the proceedings and a fair opportunity to be heard).
A judgment of a court in the State of New York that satisfies the foregoing conditions would be treated by the Grand Court of the Cayman Islands as creating a cause of action in debt, and a new action may be brought in the Grand Court upon such judgment debt. It should be noted, however, that the Grand Court may stay such proceedings if concurrent proceedings are being brought elsewhere.
4.11 No Immunity
Under the laws of the Cayman Islands, the Company is not entitled to claim immunity from suit, execution, attachment (whether in aid of execution, before judgment, or otherwise), or other legal process in any proceedings brought before any competent court with respect to the Transaction Documents or the Notes. The Company's agreement in the Transaction Documents to waive any immunity from jurisdiction, service of process, attachment, or execution to which it might otherwise be entitled is valid and binding under Cayman Islands law.
5. Qualifications and Limitations
The opinions expressed in Section 4 above are subject to the following qualifications and limitations:
5.1 General Enforceability Qualifications
Our opinions as to enforceability are subject to:
(a) applicable bankruptcy, insolvency, liquidation, winding up, reorganization, moratorium, fraudulent preference, fraudulent disposition, voidable transaction, and other similar laws of general application affecting the enforcement of creditors' rights generally, including, without limitation, the provisions of the Companies Act relating to the winding up of companies and the priority of claims of creditors;
(b) the discretion of the Grand Court of the Cayman Islands or any other competent court in granting equitable remedies, including, without limitation, specific performance and injunctive relief, it being understood that such remedies are discretionary and may not be available in all circumstances where a breach of contract has occurred or is threatened;
(c) any limitation that may be imposed by reason of the public policy of the Cayman Islands, including, without limitation, any limitation on the enforceability of penalties, forfeitures, or provisions that are determined to be unconscionable; and
(d) the principle that a court may decline to exercise jurisdiction in proceedings commenced before it where concurrent proceedings in respect of the same subject matter are pending before the courts of another jurisdiction, or where the court determines that the Cayman Islands is not the appropriate forum.
5.2 Scope Limitations
(a) This opinion is limited strictly to the laws of the Cayman Islands as in effect on the date hereof, and is based upon our interpretation of those laws as currently applied by the courts of the Cayman Islands. We express no opinion on the laws of any other jurisdiction, including, without limitation, the laws of the State of New York, the State of Delaware, the Federal Republic of Nigeria, the Republic of Senegal, or England and Wales. In particular, we do not opine on any United States federal or state securities laws, including the Securities Act or the Securities Exchange Act of 1934, as amended, or any regulations promulgated thereunder.
(b) We have made no independent investigation or verification of any factual matter referred to in this opinion and have relied entirely upon the representations and warranties of the Company contained in the Transaction Documents, the Officers' Certificate, the Secretary's Certificate, and such other certificates and documents of public officials and officers and directors of the Company as we have deemed necessary or appropriate.
(c) This opinion speaks only as of the date hereof. We assume no obligation to advise you or any other person of any change in the law of the Cayman Islands, any change in any factual matter, or any other development occurring after the date hereof that might affect or alter the opinions expressed herein, and we disclaim any responsibility to update or supplement this opinion for any reason whatsoever after the date hereof.
5.3 Qualification Regarding Security Interests
To the extent that any Transaction Document purports to create a charge, lien, pledge, security interest, mortgage, assignment by way of security, or other encumbrance over assets or property of the Company that are located in, or are subject to or governed by the laws of, any jurisdiction other than the Cayman Islands, we express no opinion on the creation, validity, perfection, priority, or enforceability of such charge, lien, pledge, security interest, mortgage, assignment, or encumbrance under the laws of such other jurisdiction. In particular, and without limiting the generality of the foregoing, we express no opinion with respect to the creation, perfection, or priority of any security interest created under the Collateral Agreement or any other security document governed by the laws of the State of New York or any other jurisdiction outside the Cayman Islands.
5.4 Qualification Regarding Sanctions and Compliance Representations
We have not independently investigated or verified the accuracy or completeness of the Company's representations regarding compliance with sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), the United Nations Security Council, the European Union, or any other sanctions authority, or the Company's compliance with the Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act 2010, or any other anti-corruption, anti-money laundering, or similar laws or regulations, and we express no opinion thereon.
5.5 No Opinion on Commercial Terms
We express no opinion as to the commerciality, fairness, reasonableness, or suitability of any of the terms, conditions, covenants, undertakings, or other provisions of the Transaction Documents or the Notes, including, without limitation, any interest rate, maturity date, redemption provision, change of control provision, covenant ratio, or other financial or commercial term contained therein.
6. Reliance and Benefit
This opinion is given solely for the benefit of the persons and entities to whom it is addressed, namely (a) the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC), (b) their respective counsel, Whitfield Baxter & Cohn LLP, (c) Calderwood & Harkness LLP, as counsel to the Issuer, and (d) Northgate Trust Company, N.A., in its capacity as Trustee and Collateral Agent, in each case solely in connection with the offering and sale of the Notes on the date hereof. This opinion is limited to the matters expressly stated herein and no opinion is to be implied or may be inferred beyond the matters expressly stated.
This opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Kincaid & Moreau LLP. Without limiting the foregoing, no holder or beneficial owner of the Notes (other than the Initial Purchasers in their capacity as initial holders thereof) shall be entitled to rely on this opinion.
This opinion may not be quoted, referred to, summarized, or filed with any governmental authority, regulatory body, or agency, or furnished to any other person or entity, without the prior written consent of this firm, except:
(a) as may be required by applicable law, regulation, or regulatory requirement, or by any court of competent jurisdiction;
(b) as an exhibit to the closing binder or closing set prepared in connection with the transaction contemplated by the Transaction Documents; or
(c) as may be required to be disclosed to, or filed with, the United States Securities and Exchange Commission (the "SEC") in connection with any registration statement filed by the Issuers or the Guarantors pursuant to the Registration Rights Agreement, in which case we consent to such filing solely to the extent required thereby.
7. Governing Law of This Opinion
This opinion letter, and any non-contractual obligations arising out of or in connection herewith, shall be governed by and construed in accordance with the laws of the Cayman Islands.
We remain available to discuss any of the matters addressed herein at your convenience. Please do not hesitate to contact the undersigned should you have any questions or require any further information.
Yours faithfully,
KINCAID & MOREAU LLP
By: ________
Name: Nigel Ashworth
Title: Lead Partner
Date: May 15, 2025
Encl.
SCHEDULE A
LIST OF TRANSACTION DOCUMENTS AND OTHER DOCUMENTS REVIEWED
The following is a complete list of the Transaction Documents and other documents examined by Kincaid & Moreau LLP in connection with the delivery of its legal opinion dated May 15, 2025 relating to the offering by Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp. of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032:
End of Schedule A
No. | Document | Date
1. | Indenture among DEH, DUFC, the Guarantors, and Northgate Trust Company, N.A. as Trustee and Collateral Agent (execution version) | May 15, 2025
2. | Purchase Agreement among DEH, DUFC, the Guarantors, and the Initial Purchasers | May 12, 2025
3. | Registration Rights Agreement among DEH, DUFC, the Guarantors, and the Initial Purchasers | May 15, 2025
4. | Collateral Agreement (U.S.) — Pledge and Security Agreement (to the extent DEH is a party or grantor) | May 15, 2025
5. | Officers' Certificate of DEH (executed by Marcus Ellingham, CEO, and Deepa Rajaram, CFO) | May 15, 2025
6. | Secretary's/Director's Certificate of DEH (certifying organizational documents and incumbency) | May 15, 2025
7. | Preliminary Offering Memorandum relating to the Notes | April 28, 2025
8. | Final Offering Memorandum relating to the Notes | May 14, 2025
9. | Board Resolutions of DEH authorizing the issuance of the Notes and execution of the Transaction Documents | May 9, 2025
10. | Memorandum and Articles of Association of DEH (as amended and restated to date) | Various dates
11. | Certificate of Good Standing issued by the Registrar of Companies of the Cayman Islands | May 14, 2025

KINCAID & MOREAU LLP Attorneys-at-Law — Cayman Islands

BY ELECTRONIC MAIL AND COURIER

KINCAID & MOREAU LLP

SCHEDULE A

LIST OF TRANSACTION DOCUMENTS AND OTHER DOCUMENTS REVIEWED

Record

Parties

Dates

Amounts