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NORTHGATE TRUST COMPANY, N.A. Corporate Trust Division 100 Wall Street, Suite 1600 New York, New York 10005

May 15, 2025

Dunmore Energy Holdings Ltd. c/o 14th Floor, Harbour Place Tower 103 South Church Street George Town, Grand Cayman KY1-1002

Dunmore upstream Finance Corp. 2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056

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

Clarion Securities Inc. One Financial Center Boston, Massachusetts 02111

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

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Whitfield Baxter & Cohn LLP 51 West 52nd Street New York, New York 10019

Ladies and Gentlemen:

Re: $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032 (CUSIP (144A): 265387 AA 5; CUSIP (Reg S): C2085R AA 2; ISIN (144A): US265387AA51; ISIN (Reg S): USC2085RAA24) issued by Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.

INTRODUCTION

The undersigned, an authorized officer and in-house counsel of Northgate Trust Company, N.A. (EIN: 13-6520098) ("Northgate Trust" or the "Trustee"), hereby renders this opinion in connection with the closing on May 15, 2025 (the "Closing Date") of the offering by Dunmore Energy Holdings Ltd., an exempted company organized under the laws of the Cayman Islands (the "Issuer"), and Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (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 an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), under Rule 144A thereunder and Regulation S thereunder, in accordance with the Purchase Agreement (as defined below).

This opinion is delivered pursuant to the requirements of Section 6(h) of that certain Purchase Agreement dated as of May 12, 2025, among the Issuers, the Guarantors (as defined below), and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers (the "Initial Purchasers"), which requires the delivery by Northgate Trust of an opinion of in-house counsel in connection with the closing of the offering of the Notes. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture (as defined below).

SECTION 1: DOCUMENTS EXAMINED

In connection with the preparation and delivery of this opinion, I have examined the following documents (each in executed form unless otherwise indicated):

1. Indenture — that certain Indenture, dated as of May 15, 2025 (the "Indenture"), among the Issuer, the Co-Issuer, the Guarantors named therein, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, governing the terms of the Notes and the Note Guarantees;

2. Collateral Agreement (U.S.) — that certain Pledge and Security Agreement, dated as of May 15, 2025 (the "U.S. Security Agreement"), among the Issuers, the U.S. Guarantors (being Dunmore Gulf Operations LLC, a Delaware limited liability company, Dunmore Renewables LLC, a Delaware limited liability company, and Dunmore Midstream Holdings Inc., a Delaware corporation), and Northgate Trust Company, N.A., as Collateral Agent, granting security interests in certain assets of the Issuers and the U.S. Guarantors to secure the obligations under the Notes and the Note Guarantees;

3. Intercreditor Agreement — that certain Intercreditor Agreement, dated as of May 15, 2025 (the "Intercreditor Agreement"), among Northgate Trust Company, N.A., as Notes Collateral Agent, Velthorn National Bank, N.A., as agent under the ABL Credit Facility (the "ABL Agent"), the Issuers, and the Guarantors, establishing the relative priorities of the liens securing the Notes and the ABL Credit Facility, respectively;

4. Paying Agency Agreement — that certain Paying Agency Agreement, dated as of May 15, 2025 (the "Paying Agency Agreement"), among the Issuers and Beacon Fiduciary Services LLC, as Paying Agent, which I have reviewed solely for purposes of understanding the coordination of duties among the parties in connection with payments on the Notes;

5. Purchase Agreement — that certain Purchase Agreement, dated as of May 12, 2025 (the "Purchase Agreement"), among the Issuers, the Guarantors, and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, which I have reviewed solely for purposes of identifying the opinion delivery requirements applicable to Northgate Trust;

6. Registration Rights Agreement — that certain Registration Rights Agreement, dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, setting forth the rights and obligations of the parties with respect to the registration of the Notes under the Securities Act;

7. Form of Global Note — the forms of the 144A Global Note and the Regulation S Global Note (including the form of notation of guarantee appended thereto), attached as exhibits to the Indenture;

8. Collateral Agreement (Nigeria) — that certain Debenture and Charge, dated as of May 15, 2025 (the "Nigeria Security Agreement"), over certain assets of Dunmore Nigeria E&P Ltd. in favor of Northgate Trust Company, N.A., as Collateral Agent;

9. Collateral Agreement (England) — that certain Debenture, dated as of May 15, 2025 (the "England Security Agreement"), granted by Dunmore Trading Ltd. in favor of Northgate Trust Company, N.A., as Collateral Agent; and

10. Collateral Agreement (Senegal) — that certain Nantissement and cession fiduciaire, dated as of May 15, 2025 (the "Senegal Security Agreement"), over certain assets of Dunmore Senegal S.A. in favor of Northgate Trust Company, N.A., as Collateral Agent.

The documents described in items 1, 2, 3, 8, 9, and 10 above are collectively referred to herein as the "Trustee Documents" (being those Transaction Documents to which Northgate Trust is a party, whether as Trustee, Collateral Agent, or Notes Collateral Agent). All of the documents described in items 1 through 10 above, together with any other documents, instruments, or agreements executed and delivered in connection with the offering and sale of the Notes, are collectively referred to herein as the "Transaction Documents."

In addition to the foregoing, I have also examined the following:

(a) the charter (articles of association) and bylaws of Northgate Trust Company, N.A., each as currently in effect;

(b) resolutions of the Board of Directors of Northgate Trust Company, N.A. (adopted by unanimous written consent dated May 8, 2025, and by prior standing resolutions of the Corporate Trust Committee dated March 14, 2024), authorizing the execution and delivery of the Trustee Documents and the performance of Northgate Trust's obligations thereunder;

(c) a certificate issued by the Office of the Comptroller of the Currency ("OCC"), dated as of May 9, 2025, confirming that Northgate Trust Company, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America; and

(d) incumbency certificates of the authorized officers of Northgate Trust Company, N.A. who have executed or are authorized to execute the Trustee Documents, including the incumbency certificate of William Kerrigan, Vice President — Corporate Trust.

SECTION 2: GUARANTORS IDENTIFIED

The following subsidiaries of the Issuer are parties to the Indenture as Guarantors and have executed and delivered Note Guarantees in connection with the issuance of the Notes (collectively, the "Guarantors"):

1. Dunmore Nigeria E&P Ltd. — a limited liability company incorporated under the laws of the Federal Republic of Nigeria and registered with the Corporate Affairs Commission ("CAC");

2. Dunmore Gulf Operations LLC — a limited liability company organized under the laws of the State of Delaware;

3. Dunmore Renewables LLC — a limited liability company organized under the laws of the State of Delaware;

4. Dunmore Senegal S.A. — a société anonyme organized under the laws of the Republic of Senegal;

5. Dunmore Midstream Holdings Inc. — a corporation organized under the laws of the State of Delaware; and

6. Dunmore Trading Ltd. — a private limited company incorporated under the laws of England and Wales.

The Guarantors identified in items 2, 3, and 5 above are collectively referred to herein as the "U.S. Guarantors." The Guarantors identified in items 1, 4, and 6 above are collectively referred to herein as the "Foreign Guarantors."

SECTION 3: ASSUMPTIONS

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

(a) The genuineness of all signatures on the Transaction Documents, other than the signatures of authorized officers of Northgate Trust Company, N.A.

(b) The authenticity of all documents submitted to me as originals, and the conformity to original documents of all documents submitted to me as copies or facsimiles, and the accuracy and completeness of all such documents.

(c) The due authorization, execution, and delivery of each of the Transaction Documents by all parties thereto other than Northgate Trust Company, N.A., and that each such party had full power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party.

(d) The legal capacity of all natural persons who executed any of the Transaction Documents on behalf of the Issuers, the Guarantors, the Initial Purchasers, and any other party thereto (other than the authorized officers of Northgate Trust).

(e) Each of the Issuers and Guarantors is duly organized or formed, as applicable, and validly existing under the laws of its respective jurisdiction of organization, and has the requisite power and authority to own its properties and conduct its business as presently conducted.

(f) The accuracy, completeness, and truthfulness of all certificates, representations, and statements of fact furnished to Northgate Trust by the Issuers, the Guarantors, the Initial Purchasers, and their respective counsel in connection with the transactions contemplated by the Transaction Documents.

(g) That the laws of all jurisdictions other than the State of New York and the federal laws of the United States of America (to the extent applicable to national banking associations) are as described in the legal opinions delivered in connection with the closing of the offering by Calderwood & Harkness LLP (as Issuer's counsel, opining with respect to the laws of the State of New York, the laws of the State of Delaware, and applicable federal law), Kincaid & Moreau LLP (as Cayman Islands counsel to the Issuer), Abayomi Chambers (as Nigerian counsel to Dunmore Nigeria E&P Ltd.), Cresswell & Greaves LLP (as English counsel to Dunmore Trading Ltd.), and Theron Moss & Associates SARL (as Senegalese counsel to Dunmore Senegal S.A.).

(h) The choice of New York law as the governing law of the Indenture, the U.S. Security Agreement, the Intercreditor Agreement, and the Registration Rights Agreement is valid and enforceable, and that a court of competent jurisdiction would give effect to such choice-of-law provisions in accordance with their terms.

(i) The consideration recited in or contemplated by each of the Trustee Documents has been duly paid or delivered.

SECTION 4: OPINIONS

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

4.1 Due Organization and Good Standing

Northgate Trust Company, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America, with its principal corporate trust office located at 100 Wall Street, Suite 1600, New York, New York 10005. Northgate Trust has full corporate power and legal authority under applicable law, including the National Bank Act (12 U.S.C. § 1 et seq.) and the rules and regulations promulgated by the Office of the Comptroller of the Currency (12 C.F.R. Part 9 and related provisions), to act as trustee and collateral agent under the Trustee Documents and to exercise the fiduciary powers and duties contemplated thereby.

4.2 Corporate Power and Authority

Northgate Trust has the requisite corporate power and authority to execute, deliver, and perform its obligations under each of the Trustee Documents, including, without limitation:

(a) the Indenture;

(b) the U.S. Security Agreement;

(d) the Collateral Agreement (Nigeria);

(e) the Collateral Agreement (England); and

(f) the Collateral Agreement (Senegal).

Northgate Trust has the corporate trust power necessary to accept the trusts created under the Indenture and to administer such trusts in accordance with the terms thereof, including without limitation the power to hold collateral as Collateral Agent for the benefit of the holders of the Notes. Northgate Trust satisfies the eligibility requirements of Section 310(a) of the Trust Indenture Act of 1939, as amended (the "TIA"), including the requirement that the Trustee be a corporation organized and doing business under the laws of the United States, a state, or the District of Columbia, and that the Trustee have a combined capital and surplus of not less than $150,000,000; provided, however, that I note that the Indenture has not been qualified under the TIA and accordingly the provisions of the TIA do not by their terms apply to the Indenture or the Notes. Northgate Trust's combined capital and surplus, as of its most recently available call report filed with the OCC, exceeds the thresholds specified in Section 310(a) of the TIA.

4.3 Due Authorization

The execution, delivery, and performance by Northgate Trust of each of the Trustee Documents have been duly authorized by all necessary corporate action on the part of Northgate Trust. Such authorization includes resolutions adopted by the Board of Directors of Northgate Trust (or a duly authorized committee thereof, including the Corporate Trust Committee) on or prior to May 15, 2025, which resolutions remain in full force and effect and have not been rescinded, modified, or amended in any manner that would affect the authority granted thereby. No further corporate action, consent, or approval on the part of Northgate Trust or any of its directors, officers, or shareholders is required in connection with the execution, delivery, or performance of the Trustee Documents.

4.4 Due Execution and Delivery

Each of the Trustee Documents has been duly executed and delivered by Northgate Trust. William Kerrigan, Vice President — Corporate Trust, executed each of the Trustee Documents on behalf of Northgate Trust as the duly authorized signatory therefor, and was, at the time of such execution, and continues to be, a duly elected and qualified officer of Northgate Trust with full authority to execute and deliver such documents on behalf of Northgate Trust pursuant to the resolutions and incumbency certifications described in Section 1 above.

4.5 Enforceability. Each of the Trustee Documents to which Northgate Trust is a party constitutes a legal, valid, and binding obligation of Northgate Trust, enforceable against Northgate Trust in accordance with its respective terms, except as such enforceability may be limited by the qualifications and exceptions set forth in Section 5 below. Without limiting the generality of the foregoing, the obligations of Northgate Trust set forth in the Indenture, including its obligations as Trustee and Collateral Agent, constitute legal, valid, and binding obligations of Northgate Trust, subject to the terms and conditions of the Indenture (including the limitations on the Trustee's obligations and liabilities set forth therein).

4.6 No Conflict

The execution, delivery, and performance by Northgate Trust of each of the Trustee Documents do not and will not:

(a) violate or conflict with the charter or bylaws of Northgate Trust Company, N.A.;

(b) violate or conflict with any law, rule, regulation, or order applicable to Northgate Trust, including, without limitation, applicable banking laws, rules, and regulations promulgated by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, or any other federal or state banking regulatory authority having jurisdiction over Northgate Trust;

(c) result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, any material agreement, contract, indenture, or other instrument to which Northgate Trust is a party or by which Northgate Trust or any of its properties or assets is bound; or

(d) result in the creation or imposition of any lien, charge, encumbrance, or security interest upon any property or asset of Northgate Trust, other than as expressly contemplated by the Trustee Documents.

4.7 No Governmental Approvals Required

No authorization, consent, approval, license, qualification, order, or filing with or by any federal, state, or local governmental or regulatory authority is required for the execution, delivery, and performance by Northgate Trust of the Trustee Documents, except for such authorizations, consents, approvals, licenses, qualifications, orders, or filings as have been obtained or made on or prior to the date hereof and are in full force and effect as of the date hereof.

4.8 No Litigation

There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the knowledge of the undersigned (after reasonable inquiry of the Legal Department and Corporate Trust Division of Northgate Trust), threatened against or affecting Northgate Trust before any court, tribunal, governmental body, or arbitral panel that would reasonably be expected to materially and adversely impair Northgate Trust's ability to perform its obligations under the Trustee Documents or that challenges or seeks to prevent, enjoin, alter, or materially delay any of the transactions contemplated by the Trustee Documents.

SECTION 5: QUALIFICATIONS AND LIMITATIONS

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

5.1 Standard Enforceability Exceptions

The opinions as to the enforceability of the Trustee Documents are subject to and limited by:

(a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, conservatorship, fraudulent conveyance, fraudulent transfer, and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the provisions of 12 U.S.C. § 1821(e) relating to the Federal Deposit Insurance Corporation's authority as conservator or receiver;

(b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, unconscionability, and the availability or unavailability of equitable remedies; and

(c) the discretion of a court of competent jurisdiction with respect to the granting of specific performance, injunctive relief, or other equitable remedies, and the power of a court to deny or limit the availability of any particular remedy.

5.2 Limitation on Scope of Law

The opinions expressed herein are limited in all respects to (i) the federal laws of the United States of America applicable to national banking associations (including, without limitation, the National Bank Act, regulations of the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Act) and (ii) the laws of the State of New York, in each case as currently in effect on the date hereof. No opinion is expressed with respect to the laws of the Cayman Islands, the Federal Republic of Nigeria, the Republic of Senegal, England and Wales, the State of Delaware (except to the extent addressed by Calderwood & Harkness LLP), or any other jurisdiction.

With respect to the Collateral Agreement (Nigeria), the Collateral Agreement (England), and the Collateral Agreement (Senegal), the opinions expressed herein are limited solely to the due execution and delivery of such agreements by Northgate Trust Company, N.A. and do not extend to or address the validity, enforceability, or perfection of any security interest, charge, debenture, nantissement, or cession fiduciaire created or purported to be created under such agreements, or the priority of any such security interest or lien under the laws of the applicable foreign jurisdiction. For opinions on the validity, enforceability, and perfection of the security interests created under the Nigeria Security Agreement, the England Security Agreement, and the Senegal Security Agreement, the addressees should rely upon the opinions delivered in connection with the closing of the offering by Abayomi Chambers (as Nigerian counsel), Cresswell & Greaves LLP (as English counsel), and Theron Moss & Associates SARL (as Senegalese counsel), respectively.

5.3 Fiduciary Capacity

Northgate Trust acts solely in its capacity as Trustee and Collateral Agent (or Notes Collateral Agent, as applicable) under the Trustee Documents and not in its individual or corporate capacity, except to the extent expressly set forth in the Indenture (including, without limitation, as to the provisions of the Indenture relating to the Trustee's rights to compensation, indemnification, and reimbursement of expenses). This opinion does not address or purport to express any view as to the scope, nature, or extent of Northgate Trust's fiduciary duties or liabilities arising under the Trustee Documents, which duties and liabilities are governed by the terms of the applicable Trustee Documents and applicable law.

5.4 No Securities Law Opinions

No opinion is given with respect to compliance by any person or entity (including the Issuers, the Guarantors, or the Initial Purchasers) with any federal or state securities laws, including, without limitation, the Securities Act, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, or any state "blue sky" laws. Without limiting the generality of the foregoing, no opinion is expressed as to the availability or applicability of any exemption from the registration requirements of the Securities Act, including, without limitation, the exemptions provided by Rule 144A thereunder or Regulation S thereunder, or the status of the Notes or the Note Guarantees as "securities" under applicable law.

5.5 OFAC / Sanctions

No opinion is expressed as to compliance by any party (other than Northgate Trust Company, N.A.) with the sanctions regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including, without limitation, the Specially Designated Nationals and blocked Persons List, or with the sanctions regulations administered by the European Union (including the EU Consolidated Sanctions List), the United Kingdom (including the UK Office of Financial Sanctions Implementation Consolidated List), or any other governmental authority. Northgate Trust represents that it maintains, and as of the date hereof is in compliance with, internal compliance policies and procedures consistent with applicable OFAC requirements, including customer identification and screening procedures required under applicable "know your customer" and anti-money laundering regulations.

5.6 Tax Matters

No opinion is expressed as to any federal, state, local, or foreign tax consequences of the transactions contemplated by the Trustee Documents, including, without limitation, the tax treatment of the Notes, the Note Guarantees, or the collateral arrangements established thereunder. The addressees should consult their own tax advisors regarding such matters.

5.7 Collateral and Priority

To the extent the Trustee Documents grant, or purport to grant, security interests, liens, charges, or other encumbrances in or on any collateral, no opinion is expressed herein as to the creation, attachment, perfection, enforceability, or priority of any such security interest, lien, charge, or encumbrance. Opinions as to such matters are addressed in the opinions delivered by Calderwood & Harkness LLP (with respect to security interests governed by New York law and the Uniform Commercial Code as in effect in the State of New York and the State of Delaware) and by the applicable foreign counsel identified in Qualification 5.2 above (with respect to security interests, charges, and liens governed by the laws of Nigeria, England and Wales, and Senegal, respectively).

The Intercreditor Agreement establishes the relative priority of liens as between ABL Priority Collateral (over which Velthorn National Bank, N.A., as ABL Agent, holds the senior priority lien) and Notes Priority Collateral (over which Northgate Trust, as Notes Collateral Agent, holds the senior priority lien). No opinion is given as to the effect of the Intercreditor Agreement on the rights and remedies of the holders of the Notes with respect to any collateral, or as to the enforceability of the lien subordination and related provisions of the Intercreditor Agreement against third parties or in a bankruptcy or insolvency proceeding.

SECTION 6: RELIANCE AND DISTRIBUTION

This opinion is rendered solely for the benefit of the addressees hereof in connection with the offering and sale of the Notes and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Northgate Trust Company, N.A. Notwithstanding the foregoing, this opinion may be relied upon by Calderwood & Harkness LLP and Whitfield Baxter & Cohn LLP, as counsel to the Issuers and the Initial Purchasers, respectively, in connection with the legal opinions delivered by them to the addressees in connection with the offering and sale of the Notes.

This opinion speaks only as of the date hereof, and the undersigned assumes no obligation, and hereby expressly disclaims any obligation, to update, revise, or supplement this opinion to reflect any facts, circumstances, events, changes in law, or developments occurring or coming to the attention of the undersigned after the date hereof.

SECTION 7: STATEMENT REGARDING CALDERWOOD & HARKNESS LLP REVIEW

This opinion was provided in draft form to Calderwood & Harkness LLP (attention: Jennifer Kwon, Responsible Partner) for review and comment prior to its delivery in final form on the date hereof. The final version of this opinion incorporates all comments received from Calderwood & Harkness LLP, in its capacity as counsel to the Issuers, to the extent deemed appropriate by the undersigned. The provision of this opinion in draft form, and the incorporation of comments received from Calderwood & Harkness LLP, does not expand or otherwise modify the scope, content, or effect of the opinions expressed herein, and Calderwood & Harkness LLP's review of this opinion does not constitute or imply its endorsement or adoption of the opinions set forth herein.

[Remainder of Page Intentionally Left Blank — Signature Page Follows]

Very truly yours,

NORTHGATE TRUST COMPANY, N.A.

By: ________

Name: William Kerrigan

Title: Vice President — Corporate Trust

Date: May 15, 2025

SCHEDULE A

LIST OF TRUSTEE DOCUMENTS

The following is a complete list of each document to which Northgate Trust Company, N.A. is a party (whether as Trustee, Collateral Agent, or Notes Collateral Agent) in connection with the offering and sale of the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032:

SCHEDULE B

AUTHORIZED OFFICERS AND INCUMBENCY

The following individual is the duly authorized officer of Northgate Trust Company, N.A. who executed each of the Trustee Documents listed on Schedule A hereto on behalf of Northgate Trust Company, N.A.:

Name: William Kerrigan

Title: Vice President — Corporate Trust

Authority: Authorized pursuant to (i) resolutions of the Board of Directors of Northgate Trust Company, N.A. adopted by unanimous written consent dated May 8, 2025, and (ii) standing resolutions of the Corporate Trust Committee of the Board of Directors adopted on March 14, 2024, each as currently in full force and effect.

Specimen Signature:

________________________________________

William Kerrigan

The undersigned hereby certifies that the signature appearing above is the true and genuine signature of William Kerrigan, Vice President — Corporate Trust, of Northgate Trust Company, N.A., and that Mr. Kerrigan held such office and was duly authorized to execute each of the Trustee Documents at the time of execution thereof.

NORTHGATE TRUST COMPANY, N.A.

By: ________

Name: Alicia M. Ferreira

Title: Senior Vice President and Secretary

Date: May 15, 2025

No.	Document	Date	Parties	Role of Northgate Trust
1.	Indenture	May 15, 2025	Dunmore Energy Holdings Ltd. (Issuer), Dunmore upstream Finance Corp. (Co-Issuer), the Guarantors named therein, and Northgate Trust Company, N.A.	Trustee and Collateral Agent
2.	Pledge and Security Agreement (U.S. Collateral Agreement)	May 15, 2025	Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Midstream Holdings Inc., and Northgate Trust Company, N.A.	Collateral Agent
3.	Intercreditor Agreement	May 15, 2025	Northgate Trust Company, N.A., Velthorn National Bank, N.A. (as ABL Agent), Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., and the Guarantors	Notes Collateral Agent
4.	Debenture and Charge (Nigeria Collateral Agreement)	May 15, 2025	Dunmore Nigeria E&P Ltd. and Northgate Trust Company, N.A.	Collateral Agent
5.	Debenture (England Collateral Agreement)	May 15, 2025	Dunmore Trading Ltd. and Northgate Trust Company, N.A.	Collateral Agent
6.	Nantissement and Cession Fiduciaire (Senegal Collateral Agreement)	May 15, 2025	Dunmore Senegal S.A. and Northgate Trust Company, N.A.	Collateral Agent

NORTHGATE TRUST COMPANY, N.A. Corporate Trust Division 100 Wall Street, Suite 1600 New York, New York 10005
May 15, 2025
Dunmore Energy Holdings Ltd. c/o 14th Floor, Harbour Place Tower 103 South Church Street George Town, Grand Cayman KY1-1002
Dunmore upstream Finance Corp. 2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056
Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, New York 10179
Clarion Securities Inc. One Financial Center Boston, Massachusetts 02111
Pinnacle Partners LLC 200 West Street, Suite 4400 New York, New York 10282
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Whitfield Baxter & Cohn LLP 51 West 52nd Street New York, New York 10019
Ladies and Gentlemen:
Re: $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032 (CUSIP (144A): 265387 AA 5; CUSIP (Reg S): C2085R AA 2; ISIN (144A): US265387AA51; ISIN (Reg S): USC2085RAA24) issued by Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.
INTRODUCTION
The undersigned, an authorized officer and in-house counsel of Northgate Trust Company, N.A. (EIN: 13-6520098) ("Northgate Trust" or the "Trustee"), hereby renders this opinion in connection with the closing on May 15, 2025 (the "Closing Date") of the offering by Dunmore Energy Holdings Ltd., an exempted company organized under the laws of the Cayman Islands (the "Issuer"), and Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (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 an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), under Rule 144A thereunder and Regulation S thereunder, in accordance with the Purchase Agreement (as defined below).
This opinion is delivered pursuant to the requirements of Section 6(h) of that certain Purchase Agreement dated as of May 12, 2025, among the Issuers, the Guarantors (as defined below), and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers (the "Initial Purchasers"), which requires the delivery by Northgate Trust of an opinion of in-house counsel in connection with the closing of the offering of the Notes. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture (as defined below).
SECTION 1: DOCUMENTS EXAMINED
In connection with the preparation and delivery of this opinion, I have examined the following documents (each in executed form unless otherwise indicated):
1.  Indenture — that certain Indenture, dated as of May 15, 2025 (the "Indenture"), among the Issuer, the Co-Issuer, the Guarantors named therein, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, governing the terms of the Notes and the Note Guarantees;
2.  Collateral Agreement (U.S.) — that certain Pledge and Security Agreement, dated as of May 15, 2025 (the "U.S. Security Agreement"), among the Issuers, the U.S. Guarantors (being Dunmore Gulf Operations LLC, a Delaware limited liability company, Dunmore Renewables LLC, a Delaware limited liability company, and Dunmore Midstream Holdings Inc., a Delaware corporation), and Northgate Trust Company, N.A., as Collateral Agent, granting security interests in certain assets of the Issuers and the U.S. Guarantors to secure the obligations under the Notes and the Note Guarantees;
3.  Intercreditor Agreement — that certain Intercreditor Agreement, dated as of May 15, 2025 (the "Intercreditor Agreement"), among Northgate Trust Company, N.A., as Notes Collateral Agent, Velthorn National Bank, N.A., as agent under the ABL Credit Facility (the "ABL Agent"), the Issuers, and the Guarantors, establishing the relative priorities of the liens securing the Notes and the ABL Credit Facility, respectively;
4.  Paying Agency Agreement — that certain Paying Agency Agreement, dated as of May 15, 2025 (the "Paying Agency Agreement"), among the Issuers and Beacon Fiduciary Services LLC, as Paying Agent, which I have reviewed solely for purposes of understanding the coordination of duties among the parties in connection with payments on the Notes;
5.  Purchase Agreement — that certain Purchase Agreement, dated as of May 12, 2025 (the "Purchase Agreement"), among the Issuers, the Guarantors, and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, which I have reviewed solely for purposes of identifying the opinion delivery requirements applicable to Northgate Trust;
6.  Registration Rights Agreement — that certain Registration Rights Agreement, dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, setting forth the rights and obligations of the parties with respect to the registration of the Notes under the Securities Act;
7.  Form of Global Note — the forms of the 144A Global Note and the Regulation S Global Note (including the form of notation of guarantee appended thereto), attached as exhibits to the Indenture;
8.  Collateral Agreement (Nigeria) — that certain Debenture and Charge, dated as of May 15, 2025 (the "Nigeria Security Agreement"), over certain assets of Dunmore Nigeria E&P Ltd. in favor of Northgate Trust Company, N.A., as Collateral Agent;
9.  Collateral Agreement (England) — that certain Debenture, dated as of May 15, 2025 (the "England Security Agreement"), granted by Dunmore Trading Ltd. in favor of Northgate Trust Company, N.A., as Collateral Agent; and
10.  Collateral Agreement (Senegal) — that certain Nantissement and cession fiduciaire, dated as of May 15, 2025 (the "Senegal Security Agreement"), over certain assets of Dunmore Senegal S.A. in favor of Northgate Trust Company, N.A., as Collateral Agent.
The documents described in items 1, 2, 3, 8, 9, and 10 above are collectively referred to herein as the "Trustee Documents" (being those Transaction Documents to which Northgate Trust is a party, whether as Trustee, Collateral Agent, or Notes Collateral Agent). All of the documents described in items 1 through 10 above, together with any other documents, instruments, or agreements executed and delivered in connection with the offering and sale of the Notes, are collectively referred to herein as the "Transaction Documents."
In addition to the foregoing, I have also examined the following:
(a) the charter (articles of association) and bylaws of Northgate Trust Company, N.A., each as currently in effect;
(b) resolutions of the Board of Directors of Northgate Trust Company, N.A. (adopted by unanimous written consent dated May 8, 2025, and by prior standing resolutions of the Corporate Trust Committee dated March 14, 2024), authorizing the execution and delivery of the Trustee Documents and the performance of Northgate Trust's obligations thereunder;
(c) a certificate issued by the Office of the Comptroller of the Currency ("OCC"), dated as of May 9, 2025, confirming that Northgate Trust Company, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America; and
(d) incumbency certificates of the authorized officers of Northgate Trust Company, N.A. who have executed or are authorized to execute the Trustee Documents, including the incumbency certificate of William Kerrigan, Vice President — Corporate Trust.
SECTION 2: GUARANTORS IDENTIFIED
The following subsidiaries of the Issuer are parties to the Indenture as Guarantors and have executed and delivered Note Guarantees in connection with the issuance of the Notes (collectively, the "Guarantors"):
1.  Dunmore Nigeria E&P Ltd. — a limited liability company incorporated under the laws of the Federal Republic of Nigeria and registered with the Corporate Affairs Commission ("CAC");
2.  Dunmore Gulf Operations LLC — a limited liability company organized under the laws of the State of Delaware;
3.  Dunmore Renewables LLC — a limited liability company organized under the laws of the State of Delaware;
4.  Dunmore Senegal S.A. — a société anonyme organized under the laws of the Republic of Senegal;
5.  Dunmore Midstream Holdings Inc. — a corporation organized under the laws of the State of Delaware; and
6.  Dunmore Trading Ltd. — a private limited company incorporated under the laws of England and Wales.
The Guarantors identified in items 2, 3, and 5 above are collectively referred to herein as the "U.S. Guarantors." The Guarantors identified in items 1, 4, and 6 above are collectively referred to herein as the "Foreign Guarantors."
SECTION 3: ASSUMPTIONS
In rendering the opinions set forth herein, I have assumed the following, without independent investigation or verification:
(a) The genuineness of all signatures on the Transaction Documents, other than the signatures of authorized officers of Northgate Trust Company, N.A.
(b) The authenticity of all documents submitted to me as originals, and the conformity to original documents of all documents submitted to me as copies or facsimiles, and the accuracy and completeness of all such documents.
(c) The due authorization, execution, and delivery of each of the Transaction Documents by all parties thereto other than Northgate Trust Company, N.A., and that each such party had full power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party.
(d) The legal capacity of all natural persons who executed any of the Transaction Documents on behalf of the Issuers, the Guarantors, the Initial Purchasers, and any other party thereto (other than the authorized officers of Northgate Trust).
(e) Each of the Issuers and Guarantors is duly organized or formed, as applicable, and validly existing under the laws of its respective jurisdiction of organization, and has the requisite power and authority to own its properties and conduct its business as presently conducted.
(f) The accuracy, completeness, and truthfulness of all certificates, representations, and statements of fact furnished to Northgate Trust by the Issuers, the Guarantors, the Initial Purchasers, and their respective counsel in connection with the transactions contemplated by the Transaction Documents.
(g) That the laws of all jurisdictions other than the State of New York and the federal laws of the United States of America (to the extent applicable to national banking associations) are as described in the legal opinions delivered in connection with the closing of the offering by Calderwood & Harkness LLP (as Issuer's counsel, opining with respect to the laws of the State of New York, the laws of the State of Delaware, and applicable federal law), Kincaid & Moreau LLP (as Cayman Islands counsel to the Issuer), Abayomi Chambers (as Nigerian counsel to Dunmore Nigeria E&P Ltd.), Cresswell & Greaves LLP (as English counsel to Dunmore Trading Ltd.), and Theron Moss & Associates SARL (as Senegalese counsel to Dunmore Senegal S.A.).
(h) The choice of New York law as the governing law of the Indenture, the U.S. Security Agreement, the Intercreditor Agreement, and the Registration Rights Agreement is valid and enforceable, and that a court of competent jurisdiction would give effect to such choice-of-law provisions in accordance with their terms.
(i) The consideration recited in or contemplated by each of the Trustee Documents has been duly paid or delivered.
SECTION 4: OPINIONS
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 5 below, I am of the opinion that:
4.1 Due Organization and Good Standing
Northgate Trust Company, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America, with its principal corporate trust office located at 100 Wall Street, Suite 1600, New York, New York 10005. Northgate Trust has full corporate power and legal authority under applicable law, including the National Bank Act (12 U.S.C. § 1 et seq.) and the rules and regulations promulgated by the Office of the Comptroller of the Currency (12 C.F.R. Part 9 and related provisions), to act as trustee and collateral agent under the Trustee Documents and to exercise the fiduciary powers and duties contemplated thereby.
4.2 Corporate Power and Authority
Northgate Trust has the requisite corporate power and authority to execute, deliver, and perform its obligations under each of the Trustee Documents, including, without limitation:
(a) the Indenture;
(b) the U.S. Security Agreement;
(c) the Intercreditor Agreement;
(d) the Collateral Agreement (Nigeria);
(e) the Collateral Agreement (England); and
(f) the Collateral Agreement (Senegal).
Northgate Trust has the corporate trust power necessary to accept the trusts created under the Indenture and to administer such trusts in accordance with the terms thereof, including without limitation the power to hold collateral as Collateral Agent for the benefit of the holders of the Notes. Northgate Trust satisfies the eligibility requirements of Section 310(a) of the Trust Indenture Act of 1939, as amended (the "TIA"), including the requirement that the Trustee be a corporation organized and doing business under the laws of the United States, a state, or the District of Columbia, and that the Trustee have a combined capital and surplus of not less than $150,000,000; provided, however, that I note that the Indenture has not been qualified under the TIA and accordingly the provisions of the TIA do not by their terms apply to the Indenture or the Notes. Northgate Trust's combined capital and surplus, as of its most recently available call report filed with the OCC, exceeds the thresholds specified in Section 310(a) of the TIA.
4.3 Due Authorization
The execution, delivery, and performance by Northgate Trust of each of the Trustee Documents have been duly authorized by all necessary corporate action on the part of Northgate Trust. Such authorization includes resolutions adopted by the Board of Directors of Northgate Trust (or a duly authorized committee thereof, including the Corporate Trust Committee) on or prior to May 15, 2025, which resolutions remain in full force and effect and have not been rescinded, modified, or amended in any manner that would affect the authority granted thereby. No further corporate action, consent, or approval on the part of Northgate Trust or any of its directors, officers, or shareholders is required in connection with the execution, delivery, or performance of the Trustee Documents.
4.4 Due Execution and Delivery
Each of the Trustee Documents has been duly executed and delivered by Northgate Trust. William Kerrigan, Vice President — Corporate Trust, executed each of the Trustee Documents on behalf of Northgate Trust as the duly authorized signatory therefor, and was, at the time of such execution, and continues to be, a duly elected and qualified officer of Northgate Trust with full authority to execute and deliver such documents on behalf of Northgate Trust pursuant to the resolutions and incumbency certifications described in Section 1 above.
4.5 Enforceability.  Each of the Trustee Documents to which Northgate Trust is a party constitutes a legal, valid, and binding obligation of Northgate Trust, enforceable against Northgate Trust in accordance with its respective terms, except as such enforceability may be limited by the qualifications and exceptions set forth in Section 5 below. Without limiting the generality of the foregoing, the obligations of Northgate Trust set forth in the Indenture, including its obligations as Trustee and Collateral Agent, constitute legal, valid, and binding obligations of Northgate Trust, subject to the terms and conditions of the Indenture (including the limitations on the Trustee's obligations and liabilities set forth therein).
4.6 No Conflict
The execution, delivery, and performance by Northgate Trust of each of the Trustee Documents do not and will not:
(a) violate or conflict with the charter or bylaws of Northgate Trust Company, N.A.;
(b) violate or conflict with any law, rule, regulation, or order applicable to Northgate Trust, including, without limitation, applicable banking laws, rules, and regulations promulgated by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, or any other federal or state banking regulatory authority having jurisdiction over Northgate Trust;
(c) result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, any material agreement, contract, indenture, or other instrument to which Northgate Trust is a party or by which Northgate Trust or any of its properties or assets is bound; or
(d) result in the creation or imposition of any lien, charge, encumbrance, or security interest upon any property or asset of Northgate Trust, other than as expressly contemplated by the Trustee Documents.
4.7 No Governmental Approvals Required
No authorization, consent, approval, license, qualification, order, or filing with or by any federal, state, or local governmental or regulatory authority is required for the execution, delivery, and performance by Northgate Trust of the Trustee Documents, except for such authorizations, consents, approvals, licenses, qualifications, orders, or filings as have been obtained or made on or prior to the date hereof and are in full force and effect as of the date hereof.
4.8 No Litigation
There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the knowledge of the undersigned (after reasonable inquiry of the Legal Department and Corporate Trust Division of Northgate Trust), threatened against or affecting Northgate Trust before any court, tribunal, governmental body, or arbitral panel that would reasonably be expected to materially and adversely impair Northgate Trust's ability to perform its obligations under the Trustee Documents or that challenges or seeks to prevent, enjoin, alter, or materially delay any of the transactions contemplated by the Trustee Documents.
SECTION 5: QUALIFICATIONS AND LIMITATIONS
The opinions expressed in Section 4 above are subject to the following qualifications and limitations:
5.1 Standard Enforceability Exceptions
The opinions as to the enforceability of the Trustee Documents are subject to and limited by:
(a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, conservatorship, fraudulent conveyance, fraudulent transfer, and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the provisions of 12 U.S.C. § 1821(e) relating to the Federal Deposit Insurance Corporation's authority as conservator or receiver;
(b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, unconscionability, and the availability or unavailability of equitable remedies; and
(c) the discretion of a court of competent jurisdiction with respect to the granting of specific performance, injunctive relief, or other equitable remedies, and the power of a court to deny or limit the availability of any particular remedy.
5.2 Limitation on Scope of Law
The opinions expressed herein are limited in all respects to (i) the federal laws of the United States of America applicable to national banking associations (including, without limitation, the National Bank Act, regulations of the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Act) and (ii) the laws of the State of New York, in each case as currently in effect on the date hereof. No opinion is expressed with respect to the laws of the Cayman Islands, the Federal Republic of Nigeria, the Republic of Senegal, England and Wales, the State of Delaware (except to the extent addressed by Calderwood & Harkness LLP), or any other jurisdiction.
With respect to the Collateral Agreement (Nigeria), the Collateral Agreement (England), and the Collateral Agreement (Senegal), the opinions expressed herein are limited solely to the due execution and delivery of such agreements by Northgate Trust Company, N.A. and do not extend to or address the validity, enforceability, or perfection of any security interest, charge, debenture, nantissement, or cession fiduciaire created or purported to be created under such agreements, or the priority of any such security interest or lien under the laws of the applicable foreign jurisdiction. For opinions on the validity, enforceability, and perfection of the security interests created under the Nigeria Security Agreement, the England Security Agreement, and the Senegal Security Agreement, the addressees should rely upon the opinions delivered in connection with the closing of the offering by Abayomi Chambers (as Nigerian counsel), Cresswell & Greaves LLP (as English counsel), and Theron Moss & Associates SARL (as Senegalese counsel), respectively.
5.3 Fiduciary Capacity
Northgate Trust acts solely in its capacity as Trustee and Collateral Agent (or Notes Collateral Agent, as applicable) under the Trustee Documents and not in its individual or corporate capacity, except to the extent expressly set forth in the Indenture (including, without limitation, as to the provisions of the Indenture relating to the Trustee's rights to compensation, indemnification, and reimbursement of expenses). This opinion does not address or purport to express any view as to the scope, nature, or extent of Northgate Trust's fiduciary duties or liabilities arising under the Trustee Documents, which duties and liabilities are governed by the terms of the applicable Trustee Documents and applicable law.
5.4 No Securities Law Opinions
No opinion is given with respect to compliance by any person or entity (including the Issuers, the Guarantors, or the Initial Purchasers) with any federal or state securities laws, including, without limitation, the Securities Act, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, or any state "blue sky" laws. Without limiting the generality of the foregoing, no opinion is expressed as to the availability or applicability of any exemption from the registration requirements of the Securities Act, including, without limitation, the exemptions provided by Rule 144A thereunder or Regulation S thereunder, or the status of the Notes or the Note Guarantees as "securities" under applicable law.
5.5 OFAC / Sanctions
No opinion is expressed as to compliance by any party (other than Northgate Trust Company, N.A.) with the sanctions regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including, without limitation, the Specially Designated Nationals and blocked Persons List, or with the sanctions regulations administered by the European Union (including the EU Consolidated Sanctions List), the United Kingdom (including the UK Office of Financial Sanctions Implementation Consolidated List), or any other governmental authority. Northgate Trust represents that it maintains, and as of the date hereof is in compliance with, internal compliance policies and procedures consistent with applicable OFAC requirements, including customer identification and screening procedures required under applicable "know your customer" and anti-money laundering regulations.
5.6 Tax Matters
No opinion is expressed as to any federal, state, local, or foreign tax consequences of the transactions contemplated by the Trustee Documents, including, without limitation, the tax treatment of the Notes, the Note Guarantees, or the collateral arrangements established thereunder. The addressees should consult their own tax advisors regarding such matters.
5.7 Collateral and Priority
To the extent the Trustee Documents grant, or purport to grant, security interests, liens, charges, or other encumbrances in or on any collateral, no opinion is expressed herein as to the creation, attachment, perfection, enforceability, or priority of any such security interest, lien, charge, or encumbrance. Opinions as to such matters are addressed in the opinions delivered by Calderwood & Harkness LLP (with respect to security interests governed by New York law and the Uniform Commercial Code as in effect in the State of New York and the State of Delaware) and by the applicable foreign counsel identified in Qualification 5.2 above (with respect to security interests, charges, and liens governed by the laws of Nigeria, England and Wales, and Senegal, respectively).
The Intercreditor Agreement establishes the relative priority of liens as between ABL Priority Collateral (over which Velthorn National Bank, N.A., as ABL Agent, holds the senior priority lien) and Notes Priority Collateral (over which Northgate Trust, as Notes Collateral Agent, holds the senior priority lien). No opinion is given as to the effect of the Intercreditor Agreement on the rights and remedies of the holders of the Notes with respect to any collateral, or as to the enforceability of the lien subordination and related provisions of the Intercreditor Agreement against third parties or in a bankruptcy or insolvency proceeding.
SECTION 6: RELIANCE AND DISTRIBUTION
This opinion is rendered solely for the benefit of the addressees hereof in connection with the offering and sale of the Notes and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Northgate Trust Company, N.A. Notwithstanding the foregoing, this opinion may be relied upon by Calderwood & Harkness LLP and Whitfield Baxter & Cohn LLP, as counsel to the Issuers and the Initial Purchasers, respectively, in connection with the legal opinions delivered by them to the addressees in connection with the offering and sale of the Notes.
This opinion speaks only as of the date hereof, and the undersigned assumes no obligation, and hereby expressly disclaims any obligation, to update, revise, or supplement this opinion to reflect any facts, circumstances, events, changes in law, or developments occurring or coming to the attention of the undersigned after the date hereof.
SECTION 7: STATEMENT REGARDING CALDERWOOD & HARKNESS LLP REVIEW
This opinion was provided in draft form to Calderwood & Harkness LLP (attention: Jennifer Kwon, Responsible Partner) for review and comment prior to its delivery in final form on the date hereof. The final version of this opinion incorporates all comments received from Calderwood & Harkness LLP, in its capacity as counsel to the Issuers, to the extent deemed appropriate by the undersigned. The provision of this opinion in draft form, and the incorporation of comments received from Calderwood & Harkness LLP, does not expand or otherwise modify the scope, content, or effect of the opinions expressed herein, and Calderwood & Harkness LLP's review of this opinion does not constitute or imply its endorsement or adoption of the opinions set forth herein.
[Remainder of Page Intentionally Left Blank — Signature Page Follows]
Very truly yours,
NORTHGATE TRUST COMPANY, N.A.
By: ________
Name: William Kerrigan
Title: Vice President — Corporate Trust
Date: May 15, 2025
SCHEDULE A
LIST OF TRUSTEE DOCUMENTS
The following is a complete list of each document to which Northgate Trust Company, N.A. is a party (whether as Trustee, Collateral Agent, or Notes Collateral Agent) in connection with the offering and sale of the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032:
SCHEDULE B
AUTHORIZED OFFICERS AND INCUMBENCY
The following individual is the duly authorized officer of Northgate Trust Company, N.A. who executed each of the Trustee Documents listed on Schedule A hereto on behalf of Northgate Trust Company, N.A.:
Name: William Kerrigan
Title: Vice President — Corporate Trust
Authority: Authorized pursuant to (i) resolutions of the Board of Directors of Northgate Trust Company, N.A. adopted by unanimous written consent dated May 8, 2025, and (ii) standing resolutions of the Corporate Trust Committee of the Board of Directors adopted on March 14, 2024, each as currently in full force and effect.
Specimen Signature:
________________________________________
William Kerrigan
The undersigned hereby certifies that the signature appearing above is the true and genuine signature of William Kerrigan, Vice President — Corporate Trust, of Northgate Trust Company, N.A., and that Mr. Kerrigan held such office and was duly authorized to execute each of the Trustee Documents at the time of execution thereof.
NORTHGATE TRUST COMPANY, N.A.
By: ________
Name: Alicia M. Ferreira
Title: Senior Vice President and Secretary
Date: May 15, 2025
No. | Document | Date | Parties | Role of Northgate Trust
1. | Indenture | May 15, 2025 | Dunmore Energy Holdings Ltd. (Issuer), Dunmore upstream Finance Corp. (Co-Issuer), the Guarantors named therein, and Northgate Trust Company, N.A. | Trustee and Collateral Agent
2. | Pledge and Security Agreement (U.S. Collateral Agreement) | May 15, 2025 | Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Midstream Holdings Inc., and Northgate Trust Company, N.A. | Collateral Agent
3. | Intercreditor Agreement | May 15, 2025 | Northgate Trust Company, N.A., Velthorn National Bank, N.A. (as ABL Agent), Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., and the Guarantors | Notes Collateral Agent
4. | Debenture and Charge (Nigeria Collateral Agreement) | May 15, 2025 | Dunmore Nigeria E&P Ltd. and Northgate Trust Company, N.A. | Collateral Agent
5. | Debenture (England Collateral Agreement) | May 15, 2025 | Dunmore Trading Ltd. and Northgate Trust Company, N.A. | Collateral Agent
6. | Nantissement and Cession Fiduciaire (Senegal Collateral Agreement) | May 15, 2025 | Dunmore Senegal S.A. and Northgate Trust Company, N.A. | Collateral Agent

NORTHGATE TRUST COMPANY, N.A. Corporate Trust Division 100 Wall Street, Suite 1600 New York, New York 10005

INTRODUCTION

SECTION 1: DOCUMENTS EXAMINED

SECTION 2: GUARANTORS IDENTIFIED

SECTION 3: ASSUMPTIONS

SECTION 4: OPINIONS

SECTION 5: QUALIFICATIONS AND LIMITATIONS

SECTION 6: RELIANCE AND DISTRIBUTION

SECTION 7: STATEMENT REGARDING CALDERWOOD & HARKNESS LLP REVIEW

NORTHGATE TRUST COMPANY, N.A.

SCHEDULE A

LIST OF TRUSTEE DOCUMENTS

SCHEDULE B

AUTHORIZED OFFICERS AND INCUMBENCY

NORTHGATE TRUST COMPANY, N.A.

Record

Parties

Dates

Amounts