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CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Lexington Avenue New York, NY 10017

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

www.calderwoodharkness.com

May 15, 2025

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

(Collectively, the "Initial Purchasers")

Ladies and Gentlemen:

We have acted as United States counsel to Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" or the "Co-Issuer"), Dunmore Gulf Operations LLC, a Delaware limited liability company ("Dunmore Gulf"), Dunmore Renewables LLC, a Delaware limited liability company ("Dunmore Renewables"), and Dunmore Midstream Holdings Inc., a Delaware corporation ("Dunmore Midstream" and, together with Dunmore Gulf and Dunmore Renewables, the "U.S. Guarantors"), in connection with the Purchase Agreement dated as of May 12, 2025 (the "Purchase Agreement") among Dunmore Energy Holdings Ltd., a Cayman Islands exempted company limited by shares ("DEH" or the "Issuer"), DUFC, the Guarantors named therein, and the Initial Purchasers. The Purchase Agreement relates to the offering and sale by the Issuer and the Co-Issuer of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") to the Initial Purchasers. The Notes are being offered and sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A and Regulation S thereunder.

This opinion letter is delivered to you pursuant to Section 7(h) of the Purchase Agreement. Capitalized terms used but not otherwise defined in this opinion letter have the meanings given to them in the Indenture (as defined below) or the Purchase Agreement, as applicable.

In rendering the opinions expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the documents and instruments described in Section 1 below. We have also examined and relied upon such certificates, representations, and statements of officers and directors of the entities covered by this opinion and of public officials as we have deemed necessary or appropriate for the purposes hereof. In our examination of such documents and instruments, we have assumed the matters set forth in Section 2 below.

For purposes of this opinion letter, DUFC, Dunmore Gulf, Dunmore Renewables, and Dunmore Midstream are collectively referred to as the "Covered Entities."

Section 1. Defined Terms and Documents Reviewed

1.1 Transaction Documents Examined

In connection with rendering the opinions set forth in Section 3 of this letter, we have examined executed copies (or, where noted, substantially final drafts confirmed as conforming to executed originals) of each of the following documents:

(a) The Indenture, dated as of May 15, 2025 (the "Indenture"), by and among DEH, as Issuer, DUFC, as Co-Issuer, the Guarantors party thereto, and Northgate Trust Company, N.A., a national banking association organized under the laws of the United States, as Trustee and as Collateral Agent (in such capacities, the "Trustee" and the "Collateral Agent," respectively), pursuant to which the Notes are being issued;

(b) The Purchase Agreement, dated as of May 12, 2025, among the Issuer, the Co-Issuer, the Guarantors named therein, and the Initial Purchasers;

(c) The Registration Rights Agreement, dated as of May 15, 2025 (the "Registration Rights Agreement"), among the Issuer, the Co-Issuer, the Guarantors party thereto, and the Initial Purchasers, relating to the registration under the Securities Act of exchange notes and, under certain circumstances, the resale of the Notes;

(d) The Collateral Agreement (U.S.), dated as of May 15, 2025 (the "Collateral Agreement"), which constitutes a Pledge and Security Agreement governed by the laws of the State of New York, among the Issuer, the Co-Issuer, the U.S. Guarantors, and Northgate Trust Company, N.A., as Collateral Agent, pursuant to which the Covered Entities have granted security interests in certain of their assets to secure their obligations under the Indenture and the Notes;

(e) The 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., a national banking association, as agent under the ABL Credit Facility (in such capacity, the "ABL Agent"), the Issuer, the Co-Issuer, and the Guarantors party thereto, establishing the relative priorities of the liens and security interests securing the Notes and the ABL Credit Facility; and

(f) The Paying Agency Agreement, dated as of May 15, 2025 (the "Paying Agency Agreement"), among the Issuer, the Co-Issuer, and Beacon Fiduciary Services LLC, a Delaware limited liability company, as paying agent, transfer agent, and registrar.

The documents described in clauses (a) through (f) above are collectively referred to herein as the "Transaction Documents."

1.2 Organizational Documents Examined

We have examined the following organizational documents of each Covered Entity:

(a) Dunmore upstream Finance Corp. — The Certificate of Incorporation of DUFC, as filed with the Secretary of State of the State of Delaware, and the Bylaws of DUFC, each as currently in effect. DUFC is a corporation organized and existing under the General Corporation Law of the State of Delaware, with employer identification number 93-4728106 and with its registered agent designated as Ashgrove Services Inc., located at 28 Liberty Street, New York, NY 10005.

(b) Dunmore Gulf Operations LLC — The Certificate of Formation of Dunmore Gulf Operations LLC, as filed with the Secretary of State of the State of Delaware, and the Limited Liability Company Agreement of Dunmore Gulf Operations LLC, each as currently in effect.

(c) Dunmore Renewables LLC — The Certificate of Formation of Dunmore Renewables LLC, as filed with the Secretary of State of the State of Delaware, and the Limited Liability Company Agreement of Dunmore Renewables LLC, each as currently in effect.

(d) Dunmore Midstream Holdings Inc. — The Certificate of Incorporation of Dunmore Midstream Holdings Inc., as filed with the Secretary of State of the State of Delaware, and the Bylaws of Dunmore Midstream Holdings Inc., each as currently in effect.

1.3 Resolutions and Authorizing Actions Examined

We have examined certified copies of the following resolutions and authorizing actions:

(a) Resolutions of the Board of Directors of DUFC, adopted by unanimous written consent on May 10, 2025, authorizing DUFC to act as Co-Issuer of the Notes and to execute, deliver, and perform under the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Collateral Agreement, the Intercreditor Agreement, the Paying Agency Agreement, and each other Transaction Document to which DUFC is or will be a party, and appointing authorized signatories for such purposes;

(b) Resolutions of the sole member and managing member of Dunmore Gulf Operations LLC, adopted by written consent on May 10, 2025, authorizing the execution, delivery, and performance by Dunmore Gulf of its guarantee of the Notes under the Indenture and the execution, delivery, and performance of the Collateral Agreement, the Intercreditor Agreement, and each other Transaction Document to which Dunmore Gulf is or will be a party;

(c) Resolutions of the sole member and managing member of Dunmore Renewables LLC, adopted by written consent on May 10, 2025, authorizing the execution, delivery, and performance by Dunmore Renewables of its guarantee of the Notes under the Indenture and the execution, delivery, and performance of the Collateral Agreement, the Intercreditor Agreement, and each other Transaction Document to which Dunmore Renewables is or will be a party; and

(d) Resolutions of the Board of Directors of Dunmore Midstream Holdings Inc., adopted by unanimous written consent on May 10, 2025, authorizing the execution, delivery, and performance by Dunmore Midstream of its guarantee of the Notes under the Indenture and the execution, delivery, and performance of the Collateral Agreement, the Intercreditor Agreement, and each other Transaction Document to which Dunmore Midstream is or will be a party.

Each of the foregoing resolutions was provided to us as part of the consolidated guarantor resolutions package prepared by in-house counsel to DEH and the Covered Entities and certified to us by the Secretary or an Assistant Secretary of each respective entity. We have been advised that none of such resolutions has been amended, modified, or rescinded and that each remains in full force and effect as of the date hereof.

1.4 Certificates and Other Documents Reviewed

In addition to the documents described in Sections 1.1 through 1.3 above, we have examined the following:

(a) A certificate of good standing (or certificate of status) for each of DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc., issued by the Secretary of State of the State of Delaware, each dated within five (5) business days of the Closing Date;

(b) An Officers' Certificate, dated the Closing Date, executed by Marcus Ellingham, in his capacity as Chief Executive Officer of DEH and the Covered Entities, and Deepa Rajaram, in her capacity as Chief Financial Officer of DEH and the Covered Entities, certifying as to the accuracy and completeness of the representations and warranties set forth in the Purchase Agreement and confirming the satisfaction of certain closing conditions;

(c) Secretary's Certificates (or, in the case of the limited liability company entities, Director's or Manager's Certificates), dated the Closing Date, for each of the Covered Entities, certifying as to (i) the organizational documents of such entity, (ii) the resolutions authorizing the transactions contemplated by the Transaction Documents, and (iii) the incumbency and authority of each officer or authorized person executing the Transaction Documents on behalf of such entity; and

(d) Incumbency Certificates for each of DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc., setting forth the names, titles, and specimen signatures of the officers or authorized persons executing the Transaction Documents on behalf of each such entity.

1.5 Defined Terms

As used in this opinion letter, the following terms have the meanings ascribed to them below:

(a) "Notes" means the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 issued by DEH and DUFC pursuant to the Indenture.

(b) "Co-Issuer" means Dunmore upstream Finance Corp., a Delaware corporation.

(c) "U.S. Guarantors" means, collectively, 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.

(d) "Covered Entities" means, collectively, the Co-Issuer and the U.S. Guarantors.

(e) "Collateral Agent" means Northgate Trust Company, N.A., in its capacity as collateral agent under the Indenture and the Collateral Agreement.

(f) "ABL Agent" means Velthorn National Bank, N.A., in its capacity as administrative agent and collateral agent under the ABL Credit Facility.

All other capitalized terms used but not defined herein have the meanings given to such terms in the Indenture or the Purchase Agreement, as applicable. In the event of any conflict between the definitions in the Indenture and those in the Purchase Agreement, the definitions in the Indenture shall govern for purposes of this opinion letter.

Section 2. Assumptions

In rendering the opinions expressed in this letter, we have assumed, without independent investigation or verification, the following:

(a) The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies or drafts. Where we have examined executed counterparts delivered by facsimile or electronic transmission (including .pdf), we have assumed that such counterparts are complete, accurate, and unaltered reproductions of the originally executed documents.

(b) Each natural person who executed any Transaction Document or any certificate, resolution, or other document examined by us in connection with this opinion had the legal capacity to do so at the time of such execution.

(c) Each party to the Transaction Documents (other than the Covered Entities) has been duly organized or formed, as the case may be, and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite power, authority, and legal capacity to execute, deliver, and perform its obligations under each Transaction Document to which it is a party. In particular, and without limitation, we have assumed, without independent verification, that (i) DEH has been duly organized as a Cayman Islands exempted company limited by shares, is validly existing and in good standing under the laws of the Cayman Islands, and has taken all necessary corporate action under Cayman Islands law to authorize the execution, delivery, and performance of the Transaction Documents to which it is a party, and (ii) each non-U.S. Guarantor has been duly organized, is validly existing, and has taken all necessary action under the laws of its jurisdiction of organization to authorize the execution, delivery, and performance of the Transaction Documents to which it is a party.

(d) Each party to the Transaction Documents (other than the Covered Entities) has duly authorized, executed, and delivered each Transaction Document to which it is a party, and such Transaction Documents constitute the legal, valid, and binding obligations of each such party, enforceable against each such party in accordance with their respective terms.

(e) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), to the extent required, or is exempt from such qualification. We note that, because the Notes are being offered and sold pursuant to Rule 144A and Regulation S under the Securities Act in a transaction not involving a public offering, the Indenture is not required to be qualified under the TIA at this time. We express no opinion as to whether qualification under the TIA will be required in connection with any subsequent exchange offer or other registration of the Notes or any exchange notes under the Securities Act.

(f) All certificates, representations, and statements (whether written or oral) of officers, directors, managers, members, and authorized persons of the Covered Entities delivered to us or made to us in connection with this opinion, including those set forth in the Officers' Certificate, Secretary's Certificates, Director's or Manager's Certificates, and Incumbency Certificates described in Section 1.4 above, are true, accurate, and complete as of the date hereof, and there has been no change in the facts certified therein since the date of each such certificate.

(g) There are no agreements, understandings, or arrangements (whether written or oral) between or among any of the parties to the Transaction Documents that would modify, amend, supplement, or otherwise affect the terms of the Transaction Documents as examined by us, and no party has waived any rights thereunder.

Section 3. Opinions

Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 4 below, we are of the opinion that:

3.1 Due Organization — Dunmore upstream Finance Corp.

Dunmore upstream Finance Corp. is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware. Based upon our review of the organizational documents of DUFC and representations made to us by officers of DEH and DUFC, DUFC was formed solely for the purpose of acting as a co-issuer of debt securities of the Dunmore Energy group of companies, has no material assets other than its rights under intercompany agreements with DEH, and is a direct, wholly-owned subsidiary of DEH. The principal office of DUFC is located at 2900 Post Oak Boulevard, Suite 3100, Houston, Texas 77056. Our opinion as to the good standing of DUFC is based solely upon the certificate of good standing issued by the Secretary of State of the State of Delaware referenced in Section 1.4(a) above.

3.2 Due Organization — Dunmore Gulf Operations LLC

Dunmore Gulf Operations LLC is a limited liability company duly formed, validly existing, and in good standing under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). Based upon representations made to us by officers of DEH and information set forth in the organizational documents of Dunmore Gulf, Dunmore Gulf is the leaseholder of record of certain deepwater oil and gas leases in the Green Canyon and Garden Banks areas of the outer continental shelf in the Gulf of Mexico, and conducts exploration and production activities with respect to such leases. Our opinion as to the good standing of Dunmore Gulf is based solely upon the certificate of good standing issued by the Secretary of State of the State of Delaware referenced in Section 1.4(a) above.

3.3 Due Organization — Dunmore Renewables LLC

Dunmore Renewables LLC is a limited liability company duly formed, validly existing, and in good standing under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). Based upon representations made to us by officers of DEH and information set forth in the organizational documents of Dunmore Renewables, Dunmore Renewables is the owner and operator of a portfolio of solar energy generation assets with an aggregate capacity of approximately 220 megawatts located in West Texas. Our opinion as to the good standing of Dunmore Renewables is based solely upon the certificate of good standing issued by the Secretary of State of the State of Delaware referenced in Section 1.4(a) above.

3.4 Due Organization — Dunmore Midstream Holdings Inc.

Dunmore Midstream Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware. Based upon representations made to us by officers of DEH and information set forth in the organizational documents of Dunmore Midstream, Dunmore Midstream is the holding company for certain pipeline and natural gas processing infrastructure assets operated by its subsidiaries in the Permian Basin and Gulf Coast regions. Our opinion as to the good standing of Dunmore Midstream is based solely upon the certificate of good standing issued by the Secretary of State of the State of Delaware referenced in Section 1.4(a) above.

3.5 Corporate Power and Authority — Dunmore upstream Finance Corp.

DUFC has the corporate power and authority under its Certificate of Incorporation, Bylaws, and the General Corporation Law of the State of Delaware to (i) 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, the Registration Rights Agreement, the Collateral Agreement, the Intercreditor Agreement, and the Paying Agency Agreement, (ii) act as Co-Issuer of the Notes and to issue the Notes jointly with DEH pursuant to the Indenture, and (iii) grant the security interests and liens contemplated by the Collateral Agreement and to enter into and perform its obligations under the Intercreditor Agreement. The execution, delivery, and performance of the Transaction Documents by DUFC, and the issuance of the Notes by DUFC as Co-Issuer, have been duly authorized by all necessary corporate action on the part of DUFC, including the resolutions of the Board of Directors of DUFC described in Section 1.3(a) above, and no further corporate action on the part of DUFC or its stockholders is required in connection therewith.

3.6 Limited Liability Company Power and Authority — Dunmore Gulf Operations LLC

Dunmore Gulf Operations LLC has the limited liability company power and authority under its Certificate of Formation, Limited Liability Company Agreement, and the Delaware Limited Liability Company Act to (i) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Indenture (to the extent it provides for the guarantee by Dunmore Gulf of the obligations of the Issuers under the Notes), the Collateral Agreement, and the Intercreditor Agreement, (ii) guarantee the obligations of the Issuers under the Notes and the Indenture, and (iii) grant the security interests and liens contemplated by the Collateral Agreement and to enter into and perform its obligations under the Intercreditor Agreement. All necessary limited liability company action on the part of Dunmore Gulf, including the consent and approval of its sole member and managing member as described in Section 1.3(b) above, has been duly taken to authorize the execution, delivery, and performance of the Transaction Documents to which Dunmore Gulf is a party, and no further limited liability company action on the part of Dunmore Gulf or its members is required in connection therewith.

3.7 Limited Liability Company Power and Authority — Dunmore Renewables LLC

Dunmore Renewables LLC has the limited liability company power and authority under its Certificate of Formation, Limited Liability Company Agreement, and the Delaware Limited Liability Company Act to (i) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Indenture (to the extent it provides for the guarantee by Dunmore Renewables of the obligations of the Issuers under the Notes), the Collateral Agreement, and the Intercreditor Agreement, (ii) guarantee the obligations of the Issuers under the Notes and the Indenture, and (iii) grant the security interests and liens contemplated by the Collateral Agreement and to enter into and perform its obligations under the Intercreditor Agreement. All necessary limited liability company action on the part of Dunmore Renewables, including the consent and approval of its sole member and managing member as described in Section 1.3(c) above, has been duly taken to authorize the execution, delivery, and performance of the Transaction Documents to which Dunmore Renewables is a party, and no further limited liability company action on the part of Dunmore Renewables or its members is required in connection therewith.

3.8 Corporate Power and Authority — Dunmore Midstream Holdings Inc.

Dunmore Midstream Holdings Inc. has the corporate power and authority under its Certificate of Incorporation, Bylaws, and the General Corporation Law of the State of Delaware to (i) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Indenture (to the extent it provides for the guarantee by Dunmore Midstream of the obligations of the Issuers under the Notes), the Collateral Agreement, and the Intercreditor Agreement, (ii) guarantee the obligations of the Issuers under the Notes and the Indenture, and (iii) grant the security interests and liens contemplated by the Collateral Agreement and to enter into and perform its obligations under the Intercreditor Agreement. All necessary corporate action on the part of Dunmore Midstream, including the resolutions of the Board of Directors of Dunmore Midstream described in Section 1.3(d) above, has been duly taken to authorize the execution, delivery, and performance of the Transaction Documents to which Dunmore Midstream is a party, and no further corporate action on the part of Dunmore Midstream or its stockholders is required in connection therewith.

3.9 Due Execution and Delivery

Each of DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc. has duly executed and delivered each Transaction Document to which it is a party. In rendering this opinion, we have relied upon (i) the Incumbency Certificates described in Section 1.4(d) above, which set forth the names, titles, and specimen signatures of the officers or authorized persons who executed the Transaction Documents on behalf of each Covered Entity, (ii) our comparison of such specimen signatures with the signatures appearing on the executed Transaction Documents, and (iii) the Secretary's Certificates and Director's or Manager's Certificates described in Section 1.4(c) above, each of which certifies that the persons who executed the Transaction Documents on behalf of the respective Covered Entities were duly authorized to do so.

3.10 No Conflict

The execution, delivery, and performance by each Covered Entity of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby (including, in the case of DUFC, the issuance of the Notes as Co-Issuer, and in the case of each U.S. Guarantor, the grant of the guarantees and the security interests contemplated by the Collateral Agreement), do not and will not:

(i) violate, conflict with, or result in a breach of any provision of such Covered Entity's organizational documents, including its certificate of incorporation, bylaws, certificate of formation, or limited liability company agreement, as applicable;

(ii) result in a breach of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which such Covered Entity is a party or by which it or any of its properties or assets is bound or affected, in each case as identified to us by the Covered Entities and their counsel, including the existing $750,000,000 asset-based lending revolving credit facility (the "ABL Credit Facility") among certain of the Covered Entities, DEH, certain other subsidiaries of DEH, and Velthorn National Bank, N.A., as Administrative Agent and Collateral Agent (taking into account the ABL Lender Consent described below); or

(iii) violate any applicable federal law or any law, statute, rule, or regulation of the State of Delaware that, in our experience, is normally applicable to transactions of the type contemplated by the Transaction Documents, other than federal and state securities laws as to which we express no opinion in this letter.

In connection with the opinion expressed in clause (ii) above, we note that we have obtained and reviewed a consent, waiver, and acknowledgment letter (the "ABL Lender Consent") executed by Robert Cavanaugh, Managing Director of Velthorn National Bank, N.A., on behalf of the Required Lenders under the ABL Credit Facility, dated May 12, 2025, pursuant to which Velthorn National Bank, N.A. and the Required Lenders have consented to the incurrence by the Issuers of the indebtedness represented by the Notes, the granting of the guarantees by the Guarantors, the granting of the liens and security interests contemplated by the Collateral Agreement, and the execution and delivery of the Intercreditor Agreement. We have assumed, without independent verification, that the ABL Lender Consent has been duly authorized, executed, and delivered by Velthorn National Bank, N.A. and constitutes the valid and binding obligation of the Required Lenders under the ABL Credit Facility.

3.11 No Consent or Approval Required (Delaware Law)

No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority of the State of Delaware is required for the execution, delivery, and performance by any Covered Entity of the Transaction Documents to which it is a party, or for the consummation of the transactions contemplated thereby, except for:

(i) UCC-1 financing statements required to be filed with the office of the Secretary of State of the State of Delaware in order to perfect the security interests granted pursuant to the Collateral Agreement in those categories of collateral as to which perfection may be achieved by the filing of financing statements under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware, which financing statements have been duly prepared and are being filed with the Delaware Secretary of State on or about the Closing Date; and

(ii) such consents, approvals, authorizations, orders, registrations, qualifications, and filings as have already been obtained or made prior to the date hereof and remain in full force and effect.

We express no opinion in this Section 3.11 with respect to federal consents, approvals, or filings, including without limitation any filings required under the Securities Act or the Securities Exchange Act of 1934, as amended, or any filings or approvals required by any federal energy regulatory authority, which matters are beyond the scope of this opinion.

Section 4. Qualifications and Limitations

The opinions expressed in this letter are subject to the following qualifications and limitations:

4.1 Governing Law Limitation

The opinions expressed in this letter are limited to (i) the laws of the State of New York (excluding the securities and blue sky laws thereof), (ii) the General Corporation Law of the State of Delaware (8 Del. C. § 101 et seq.), (iii) the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), and (iv) the federal laws of the United States of America, in each case as currently in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the Cayman Islands, the Federal Republic of Nigeria, the Republic of Senegal, or England and Wales. We note that separate legal opinions addressing matters governed by the laws of such jurisdictions are being delivered concurrently herewith by, respectively, Kincaid & Moreau LLP (Cayman Islands law), Abayomi Chambers (Nigerian law), Theron Moss & Associates SARL (Senegalese law), and Cresswell & Greaves LLP (English law), and we express no opinion with respect to, and assume no responsibility for, the matters addressed in such separate opinions.

4.2 Enforceability Qualification

This opinion letter does not address the enforceability of any Transaction Document against any Covered Entity or any other party thereto. The enforceability of the Transaction Documents, as obligations binding upon the parties thereto, is the subject of the separate Calderwood & Harkness LLP New York Law Enforceability Opinion being delivered concurrently herewith, and the opinions expressed in this letter should be read in conjunction with, and are subject to, such separate enforceability opinion. Nothing in this opinion letter should be construed as an opinion regarding the legality, validity, binding effect, or enforceability of any provision of the Transaction Documents.

4.3 Bankruptcy and Equitable Principles

The opinions expressed herein are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium, fraudulent conveyance, fraudulent transfer, or similar laws affecting the rights and remedies of creditors generally, including, without limitation, the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.), and (ii) the effect of general principles of equity, whether applied in a proceeding in equity or at law, including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of whether enforceability is considered in a proceeding at law or in equity.

4.4 Security Interest Perfection

To the extent any opinion set forth herein relates to or touches upon the perfection of security interests, such opinion is limited solely to perfection that may be achieved by the filing of UCC-1 financing statements with the office of the Secretary of State of the State of Delaware under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware. We express no opinion regarding the perfection of any security interest by any other method, including, without limitation, perfection by possession (including physical delivery of stock certificates or other instruments), perfection by control (including control agreements with respect to deposit accounts, securities accounts, commodity accounts, electronic chattel paper, or letter-of-credit rights), or perfection by notation on a certificate of title. We also express no opinion regarding the priority of any security interest, the creation or attachment of any security interest, or the effect of any security interest on any after-acquired property or proceeds, except to the extent expressly addressed in the separate enforceability opinion referenced in Section 4.2 above.

4.5 No Continuing Obligation

This opinion letter is rendered as of the date hereof and speaks only as of the date hereof. We assume no obligation, and disclaim any undertaking, to advise you or any other person of any changes in applicable law or in the facts and circumstances underlying the opinions expressed herein that may occur after the date hereof, whether or not such changes would affect the opinions expressed herein. We undertake no obligation to update, revise, or supplement this opinion letter for any reason whatsoever.

4.6 Beneficial Ownership and Factual Matters

In rendering the opinions expressed herein, we have relied upon the Officers' Certificate, Secretary's Certificates, Director's or Manager's Certificates, and Incumbency Certificates described in Section 1.4 above, and upon the representations and warranties of the Covered Entities set forth in the Transaction Documents, as to all factual matters relevant to such opinions, including, without limitation, matters relating to beneficial ownership, the absence of undisclosed liabilities or pending litigation, the accuracy of financial information, compliance with applicable permits and licenses, and the existence and status of material contracts and other agreements. We have not conducted any independent investigation or verification of the underlying facts beyond our review of the documents described in Section 1 above, and no inference as to our knowledge of such facts should be drawn from the fact of our representation of the Covered Entities.

Section 5. Reliance and Distribution

This opinion letter is furnished solely for the benefit of the Initial Purchasers — namely, Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC — in connection with the Purchase Agreement and the offering of the Notes contemplated thereby. This opinion letter may also be relied upon by Northgate Trust Company, N.A. in its capacities as Trustee and Collateral Agent under the Indenture and the Collateral Agreement, respectively, as though it were an addressee hereof. Except as expressly provided in this paragraph, this opinion letter may not be relied upon by any other person or entity, or for any purpose other than the purposes described herein, without the prior written consent of Calderwood & Harkness LLP. Without limiting the foregoing, this opinion letter may not be relied upon by any subsequent holder of the Notes, any participant or assignee under the ABL Credit Facility, or any other third party, in each case without our prior written consent.

This opinion letter may not be quoted, cited, or referred to, in whole or in part, in any registration statement, prospectus, offering memorandum, or other public document or filing, or in any other document or instrument furnished to any person or entity not identified in the preceding paragraph, in each case without the prior written consent of Calderwood & Harkness LLP.

We are members of the Bar of the State of New York and do not purport to be experts on, or to express any opinion herein concerning, the laws of any jurisdiction other than those specified in Section 4.1 above. This opinion letter is rendered in accordance with, and is subject to, the provisions and limitations set forth in the Legal Opinion Accord of the ABA Section of Business Law, to the extent applicable, and should be interpreted in a manner consistent therewith.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Jennifer Kwon

Title: Partner

425 Lexington Avenue New York, NY 10017

Matter No. 1016-00003

Enclosures

cc: Marcus Ellingham, Chief Executive Officer, Dunmore Energy Holdings Ltd. Deepa Rajaram, Chief Financial Officer, Dunmore Energy Holdings Ltd. Northgate Trust Company, N.A. (as Trustee and Collateral Agent) Velthorn National Bank, N.A. (as ABL Agent)

CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Lexington Avenue New York, NY 10017
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
www.calderwoodharkness.com
May 15, 2025
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
(Collectively, the "Initial Purchasers")
Ladies and Gentlemen:
We have acted as United States counsel to Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" or the "Co-Issuer"), Dunmore Gulf Operations LLC, a Delaware limited liability company ("Dunmore Gulf"), Dunmore Renewables LLC, a Delaware limited liability company ("Dunmore Renewables"), and Dunmore Midstream Holdings Inc., a Delaware corporation ("Dunmore Midstream" and, together with Dunmore Gulf and Dunmore Renewables, the "U.S. Guarantors"), in connection with the Purchase Agreement dated as of May 12, 2025 (the "Purchase Agreement") among Dunmore Energy Holdings Ltd., a Cayman Islands exempted company limited by shares ("DEH" or the "Issuer"), DUFC, the Guarantors named therein, and the Initial Purchasers. The Purchase Agreement relates to the offering and sale by the Issuer and the Co-Issuer of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") to the Initial Purchasers. The Notes are being offered and sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A and Regulation S thereunder.
This opinion letter is delivered to you pursuant to Section 7(h) of the Purchase Agreement. Capitalized terms used but not otherwise defined in this opinion letter have the meanings given to them in the Indenture (as defined below) or the Purchase Agreement, as applicable.
In rendering the opinions expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the documents and instruments described in Section 1 below. We have also examined and relied upon such certificates, representations, and statements of officers and directors of the entities covered by this opinion and of public officials as we have deemed necessary or appropriate for the purposes hereof. In our examination of such documents and instruments, we have assumed the matters set forth in Section 2 below.
For purposes of this opinion letter, DUFC, Dunmore Gulf, Dunmore Renewables, and Dunmore Midstream are collectively referred to as the "Covered Entities."
Section 1. Defined Terms and Documents Reviewed
1.1 Transaction Documents Examined
In connection with rendering the opinions set forth in Section 3 of this letter, we have examined executed copies (or, where noted, substantially final drafts confirmed as conforming to executed originals) of each of the following documents:
(a) The Indenture, dated as of May 15, 2025 (the "Indenture"), by and among DEH, as Issuer, DUFC, as Co-Issuer, the Guarantors party thereto, and Northgate Trust Company, N.A., a national banking association organized under the laws of the United States, as Trustee and as Collateral Agent (in such capacities, the "Trustee" and the "Collateral Agent," respectively), pursuant to which the Notes are being issued;
(b) The Purchase Agreement, dated as of May 12, 2025, among the Issuer, the Co-Issuer, the Guarantors named therein, and the Initial Purchasers;
(c) The Registration Rights Agreement, dated as of May 15, 2025 (the "Registration Rights Agreement"), among the Issuer, the Co-Issuer, the Guarantors party thereto, and the Initial Purchasers, relating to the registration under the Securities Act of exchange notes and, under certain circumstances, the resale of the Notes;
(d) The Collateral Agreement (U.S.), dated as of May 15, 2025 (the "Collateral Agreement"), which constitutes a Pledge and Security Agreement governed by the laws of the State of New York, among the Issuer, the Co-Issuer, the U.S. Guarantors, and Northgate Trust Company, N.A., as Collateral Agent, pursuant to which the Covered Entities have granted security interests in certain of their assets to secure their obligations under the Indenture and the Notes;
(e) The 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., a national banking association, as agent under the ABL Credit Facility (in such capacity, the "ABL Agent"), the Issuer, the Co-Issuer, and the Guarantors party thereto, establishing the relative priorities of the liens and security interests securing the Notes and the ABL Credit Facility; and
(f) The Paying Agency Agreement, dated as of May 15, 2025 (the "Paying Agency Agreement"), among the Issuer, the Co-Issuer, and Beacon Fiduciary Services LLC, a Delaware limited liability company, as paying agent, transfer agent, and registrar.
The documents described in clauses (a) through (f) above are collectively referred to herein as the "Transaction Documents."
1.2 Organizational Documents Examined
We have examined the following organizational documents of each Covered Entity:
(a) Dunmore upstream Finance Corp. — The Certificate of Incorporation of DUFC, as filed with the Secretary of State of the State of Delaware, and the Bylaws of DUFC, each as currently in effect. DUFC is a corporation organized and existing under the General Corporation Law of the State of Delaware, with employer identification number 93-4728106 and with its registered agent designated as Ashgrove Services Inc., located at 28 Liberty Street, New York, NY 10005.
(b) Dunmore Gulf Operations LLC — The Certificate of Formation of Dunmore Gulf Operations LLC, as filed with the Secretary of State of the State of Delaware, and the Limited Liability Company Agreement of Dunmore Gulf Operations LLC, each as currently in effect.
(c) Dunmore Renewables LLC — The Certificate of Formation of Dunmore Renewables LLC, as filed with the Secretary of State of the State of Delaware, and the Limited Liability Company Agreement of Dunmore Renewables LLC, each as currently in effect.
(d) Dunmore Midstream Holdings Inc. — The Certificate of Incorporation of Dunmore Midstream Holdings Inc., as filed with the Secretary of State of the State of Delaware, and the Bylaws of Dunmore Midstream Holdings Inc., each as currently in effect.
1.3 Resolutions and Authorizing Actions Examined
We have examined certified copies of the following resolutions and authorizing actions:
(a) Resolutions of the Board of Directors of DUFC, adopted by unanimous written consent on May 10, 2025, authorizing DUFC to act as Co-Issuer of the Notes and to execute, deliver, and perform under the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Collateral Agreement, the Intercreditor Agreement, the Paying Agency Agreement, and each other Transaction Document to which DUFC is or will be a party, and appointing authorized signatories for such purposes;
(b) Resolutions of the sole member and managing member of Dunmore Gulf Operations LLC, adopted by written consent on May 10, 2025, authorizing the execution, delivery, and performance by Dunmore Gulf of its guarantee of the Notes under the Indenture and the execution, delivery, and performance of the Collateral Agreement, the Intercreditor Agreement, and each other Transaction Document to which Dunmore Gulf is or will be a party;
(c) Resolutions of the sole member and managing member of Dunmore Renewables LLC, adopted by written consent on May 10, 2025, authorizing the execution, delivery, and performance by Dunmore Renewables of its guarantee of the Notes under the Indenture and the execution, delivery, and performance of the Collateral Agreement, the Intercreditor Agreement, and each other Transaction Document to which Dunmore Renewables is or will be a party; and
(d) Resolutions of the Board of Directors of Dunmore Midstream Holdings Inc., adopted by unanimous written consent on May 10, 2025, authorizing the execution, delivery, and performance by Dunmore Midstream of its guarantee of the Notes under the Indenture and the execution, delivery, and performance of the Collateral Agreement, the Intercreditor Agreement, and each other Transaction Document to which Dunmore Midstream is or will be a party.
Each of the foregoing resolutions was provided to us as part of the consolidated guarantor resolutions package prepared by in-house counsel to DEH and the Covered Entities and certified to us by the Secretary or an Assistant Secretary of each respective entity. We have been advised that none of such resolutions has been amended, modified, or rescinded and that each remains in full force and effect as of the date hereof.
1.4 Certificates and Other Documents Reviewed
In addition to the documents described in Sections 1.1 through 1.3 above, we have examined the following:
(a) A certificate of good standing (or certificate of status) for each of DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc., issued by the Secretary of State of the State of Delaware, each dated within five (5) business days of the Closing Date;
(b) An Officers' Certificate, dated the Closing Date, executed by Marcus Ellingham, in his capacity as Chief Executive Officer of DEH and the Covered Entities, and Deepa Rajaram, in her capacity as Chief Financial Officer of DEH and the Covered Entities, certifying as to the accuracy and completeness of the representations and warranties set forth in the Purchase Agreement and confirming the satisfaction of certain closing conditions;
(c) Secretary's Certificates (or, in the case of the limited liability company entities, Director's or Manager's Certificates), dated the Closing Date, for each of the Covered Entities, certifying as to (i) the organizational documents of such entity, (ii) the resolutions authorizing the transactions contemplated by the Transaction Documents, and (iii) the incumbency and authority of each officer or authorized person executing the Transaction Documents on behalf of such entity; and
(d) Incumbency Certificates for each of DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc., setting forth the names, titles, and specimen signatures of the officers or authorized persons executing the Transaction Documents on behalf of each such entity.
1.5 Defined Terms
As used in this opinion letter, the following terms have the meanings ascribed to them below:
(a) "Notes" means the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 issued by DEH and DUFC pursuant to the Indenture.
(b) "Co-Issuer" means Dunmore upstream Finance Corp., a Delaware corporation.
(c) "U.S. Guarantors" means, collectively, 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.
(d) "Covered Entities" means, collectively, the Co-Issuer and the U.S. Guarantors.
(e) "Collateral Agent" means Northgate Trust Company, N.A., in its capacity as collateral agent under the Indenture and the Collateral Agreement.
(f) "ABL Agent" means Velthorn National Bank, N.A., in its capacity as administrative agent and collateral agent under the ABL Credit Facility.
All other capitalized terms used but not defined herein have the meanings given to such terms in the Indenture or the Purchase Agreement, as applicable. In the event of any conflict between the definitions in the Indenture and those in the Purchase Agreement, the definitions in the Indenture shall govern for purposes of this opinion letter.
Section 2. Assumptions
In rendering the opinions expressed in this letter, we have assumed, without independent investigation or verification, the following:
(a) The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies or drafts. Where we have examined executed counterparts delivered by facsimile or electronic transmission (including .pdf), we have assumed that such counterparts are complete, accurate, and unaltered reproductions of the originally executed documents.
(b) Each natural person who executed any Transaction Document or any certificate, resolution, or other document examined by us in connection with this opinion had the legal capacity to do so at the time of such execution.
(c) Each party to the Transaction Documents (other than the Covered Entities) has been duly organized or formed, as the case may be, and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite power, authority, and legal capacity to execute, deliver, and perform its obligations under each Transaction Document to which it is a party. In particular, and without limitation, we have assumed, without independent verification, that (i) DEH has been duly organized as a Cayman Islands exempted company limited by shares, is validly existing and in good standing under the laws of the Cayman Islands, and has taken all necessary corporate action under Cayman Islands law to authorize the execution, delivery, and performance of the Transaction Documents to which it is a party, and (ii) each non-U.S. Guarantor has been duly organized, is validly existing, and has taken all necessary action under the laws of its jurisdiction of organization to authorize the execution, delivery, and performance of the Transaction Documents to which it is a party.
(d) Each party to the Transaction Documents (other than the Covered Entities) has duly authorized, executed, and delivered each Transaction Document to which it is a party, and such Transaction Documents constitute the legal, valid, and binding obligations of each such party, enforceable against each such party in accordance with their respective terms.
(e) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), to the extent required, or is exempt from such qualification. We note that, because the Notes are being offered and sold pursuant to Rule 144A and Regulation S under the Securities Act in a transaction not involving a public offering, the Indenture is not required to be qualified under the TIA at this time. We express no opinion as to whether qualification under the TIA will be required in connection with any subsequent exchange offer or other registration of the Notes or any exchange notes under the Securities Act.
(f) All certificates, representations, and statements (whether written or oral) of officers, directors, managers, members, and authorized persons of the Covered Entities delivered to us or made to us in connection with this opinion, including those set forth in the Officers' Certificate, Secretary's Certificates, Director's or Manager's Certificates, and Incumbency Certificates described in Section 1.4 above, are true, accurate, and complete as of the date hereof, and there has been no change in the facts certified therein since the date of each such certificate.
(g) There are no agreements, understandings, or arrangements (whether written or oral) between or among any of the parties to the Transaction Documents that would modify, amend, supplement, or otherwise affect the terms of the Transaction Documents as examined by us, and no party has waived any rights thereunder.
Section 3. Opinions
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 4 below, we are of the opinion that:
3.1 Due Organization — Dunmore upstream Finance Corp.
Dunmore upstream Finance Corp. is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware. Based upon our review of the organizational documents of DUFC and representations made to us by officers of DEH and DUFC, DUFC was formed solely for the purpose of acting as a co-issuer of debt securities of the Dunmore Energy group of companies, has no material assets other than its rights under intercompany agreements with DEH, and is a direct, wholly-owned subsidiary of DEH. The principal office of DUFC is located at 2900 Post Oak Boulevard, Suite 3100, Houston, Texas 77056. Our opinion as to the good standing of DUFC is based solely upon the certificate of good standing issued by the Secretary of State of the State of Delaware referenced in Section 1.4(a) above.
3.2 Due Organization — Dunmore Gulf Operations LLC
Dunmore Gulf Operations LLC is a limited liability company duly formed, validly existing, and in good standing under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). Based upon representations made to us by officers of DEH and information set forth in the organizational documents of Dunmore Gulf, Dunmore Gulf is the leaseholder of record of certain deepwater oil and gas leases in the Green Canyon and Garden Banks areas of the outer continental shelf in the Gulf of Mexico, and conducts exploration and production activities with respect to such leases. Our opinion as to the good standing of Dunmore Gulf is based solely upon the certificate of good standing issued by the Secretary of State of the State of Delaware referenced in Section 1.4(a) above.
3.3 Due Organization — Dunmore Renewables LLC
Dunmore Renewables LLC is a limited liability company duly formed, validly existing, and in good standing under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). Based upon representations made to us by officers of DEH and information set forth in the organizational documents of Dunmore Renewables, Dunmore Renewables is the owner and operator of a portfolio of solar energy generation assets with an aggregate capacity of approximately 220 megawatts located in West Texas. Our opinion as to the good standing of Dunmore Renewables is based solely upon the certificate of good standing issued by the Secretary of State of the State of Delaware referenced in Section 1.4(a) above.
3.4 Due Organization — Dunmore Midstream Holdings Inc.
Dunmore Midstream Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware. Based upon representations made to us by officers of DEH and information set forth in the organizational documents of Dunmore Midstream, Dunmore Midstream is the holding company for certain pipeline and natural gas processing infrastructure assets operated by its subsidiaries in the Permian Basin and Gulf Coast regions. Our opinion as to the good standing of Dunmore Midstream is based solely upon the certificate of good standing issued by the Secretary of State of the State of Delaware referenced in Section 1.4(a) above.
3.5 Corporate Power and Authority — Dunmore upstream Finance Corp.
DUFC has the corporate power and authority under its Certificate of Incorporation, Bylaws, and the General Corporation Law of the State of Delaware to (i) 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, the Registration Rights Agreement, the Collateral Agreement, the Intercreditor Agreement, and the Paying Agency Agreement, (ii) act as Co-Issuer of the Notes and to issue the Notes jointly with DEH pursuant to the Indenture, and (iii) grant the security interests and liens contemplated by the Collateral Agreement and to enter into and perform its obligations under the Intercreditor Agreement. The execution, delivery, and performance of the Transaction Documents by DUFC, and the issuance of the Notes by DUFC as Co-Issuer, have been duly authorized by all necessary corporate action on the part of DUFC, including the resolutions of the Board of Directors of DUFC described in Section 1.3(a) above, and no further corporate action on the part of DUFC or its stockholders is required in connection therewith.
3.6 Limited Liability Company Power and Authority — Dunmore Gulf Operations LLC
Dunmore Gulf Operations LLC has the limited liability company power and authority under its Certificate of Formation, Limited Liability Company Agreement, and the Delaware Limited Liability Company Act to (i) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Indenture (to the extent it provides for the guarantee by Dunmore Gulf of the obligations of the Issuers under the Notes), the Collateral Agreement, and the Intercreditor Agreement, (ii) guarantee the obligations of the Issuers under the Notes and the Indenture, and (iii) grant the security interests and liens contemplated by the Collateral Agreement and to enter into and perform its obligations under the Intercreditor Agreement. All necessary limited liability company action on the part of Dunmore Gulf, including the consent and approval of its sole member and managing member as described in Section 1.3(b) above, has been duly taken to authorize the execution, delivery, and performance of the Transaction Documents to which Dunmore Gulf is a party, and no further limited liability company action on the part of Dunmore Gulf or its members is required in connection therewith.
3.7 Limited Liability Company Power and Authority — Dunmore Renewables LLC
Dunmore Renewables LLC has the limited liability company power and authority under its Certificate of Formation, Limited Liability Company Agreement, and the Delaware Limited Liability Company Act to (i) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Indenture (to the extent it provides for the guarantee by Dunmore Renewables of the obligations of the Issuers under the Notes), the Collateral Agreement, and the Intercreditor Agreement, (ii) guarantee the obligations of the Issuers under the Notes and the Indenture, and (iii) grant the security interests and liens contemplated by the Collateral Agreement and to enter into and perform its obligations under the Intercreditor Agreement. All necessary limited liability company action on the part of Dunmore Renewables, including the consent and approval of its sole member and managing member as described in Section 1.3(c) above, has been duly taken to authorize the execution, delivery, and performance of the Transaction Documents to which Dunmore Renewables is a party, and no further limited liability company action on the part of Dunmore Renewables or its members is required in connection therewith.
3.8 Corporate Power and Authority — Dunmore Midstream Holdings Inc.
Dunmore Midstream Holdings Inc. has the corporate power and authority under its Certificate of Incorporation, Bylaws, and the General Corporation Law of the State of Delaware to (i) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Indenture (to the extent it provides for the guarantee by Dunmore Midstream of the obligations of the Issuers under the Notes), the Collateral Agreement, and the Intercreditor Agreement, (ii) guarantee the obligations of the Issuers under the Notes and the Indenture, and (iii) grant the security interests and liens contemplated by the Collateral Agreement and to enter into and perform its obligations under the Intercreditor Agreement. All necessary corporate action on the part of Dunmore Midstream, including the resolutions of the Board of Directors of Dunmore Midstream described in Section 1.3(d) above, has been duly taken to authorize the execution, delivery, and performance of the Transaction Documents to which Dunmore Midstream is a party, and no further corporate action on the part of Dunmore Midstream or its stockholders is required in connection therewith.
3.9 Due Execution and Delivery
Each of DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc. has duly executed and delivered each Transaction Document to which it is a party. In rendering this opinion, we have relied upon (i) the Incumbency Certificates described in Section 1.4(d) above, which set forth the names, titles, and specimen signatures of the officers or authorized persons who executed the Transaction Documents on behalf of each Covered Entity, (ii) our comparison of such specimen signatures with the signatures appearing on the executed Transaction Documents, and (iii) the Secretary's Certificates and Director's or Manager's Certificates described in Section 1.4(c) above, each of which certifies that the persons who executed the Transaction Documents on behalf of the respective Covered Entities were duly authorized to do so.
3.10 No Conflict
The execution, delivery, and performance by each Covered Entity of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby (including, in the case of DUFC, the issuance of the Notes as Co-Issuer, and in the case of each U.S. Guarantor, the grant of the guarantees and the security interests contemplated by the Collateral Agreement), do not and will not:
(i) violate, conflict with, or result in a breach of any provision of such Covered Entity's organizational documents, including its certificate of incorporation, bylaws, certificate of formation, or limited liability company agreement, as applicable;
(ii) result in a breach of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which such Covered Entity is a party or by which it or any of its properties or assets is bound or affected, in each case as identified to us by the Covered Entities and their counsel, including the existing $750,000,000 asset-based lending revolving credit facility (the "ABL Credit Facility") among certain of the Covered Entities, DEH, certain other subsidiaries of DEH, and Velthorn National Bank, N.A., as Administrative Agent and Collateral Agent (taking into account the ABL Lender Consent described below); or
(iii) violate any applicable federal law or any law, statute, rule, or regulation of the State of Delaware that, in our experience, is normally applicable to transactions of the type contemplated by the Transaction Documents, other than federal and state securities laws as to which we express no opinion in this letter.
In connection with the opinion expressed in clause (ii) above, we note that we have obtained and reviewed a consent, waiver, and acknowledgment letter (the "ABL Lender Consent") executed by Robert Cavanaugh, Managing Director of Velthorn National Bank, N.A., on behalf of the Required Lenders under the ABL Credit Facility, dated May 12, 2025, pursuant to which Velthorn National Bank, N.A. and the Required Lenders have consented to the incurrence by the Issuers of the indebtedness represented by the Notes, the granting of the guarantees by the Guarantors, the granting of the liens and security interests contemplated by the Collateral Agreement, and the execution and delivery of the Intercreditor Agreement. We have assumed, without independent verification, that the ABL Lender Consent has been duly authorized, executed, and delivered by Velthorn National Bank, N.A. and constitutes the valid and binding obligation of the Required Lenders under the ABL Credit Facility.
3.11 No Consent or Approval Required (Delaware Law)
No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority of the State of Delaware is required for the execution, delivery, and performance by any Covered Entity of the Transaction Documents to which it is a party, or for the consummation of the transactions contemplated thereby, except for:
(i) UCC-1 financing statements required to be filed with the office of the Secretary of State of the State of Delaware in order to perfect the security interests granted pursuant to the Collateral Agreement in those categories of collateral as to which perfection may be achieved by the filing of financing statements under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware, which financing statements have been duly prepared and are being filed with the Delaware Secretary of State on or about the Closing Date; and
(ii) such consents, approvals, authorizations, orders, registrations, qualifications, and filings as have already been obtained or made prior to the date hereof and remain in full force and effect.
We express no opinion in this Section 3.11 with respect to federal consents, approvals, or filings, including without limitation any filings required under the Securities Act or the Securities Exchange Act of 1934, as amended, or any filings or approvals required by any federal energy regulatory authority, which matters are beyond the scope of this opinion.
Section 4. Qualifications and Limitations
The opinions expressed in this letter are subject to the following qualifications and limitations:
4.1 Governing Law Limitation
The opinions expressed in this letter are limited to (i) the laws of the State of New York (excluding the securities and blue sky laws thereof), (ii) the General Corporation Law of the State of Delaware (8 Del. C. § 101 et seq.), (iii) the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), and (iv) the federal laws of the United States of America, in each case as currently in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the Cayman Islands, the Federal Republic of Nigeria, the Republic of Senegal, or England and Wales. We note that separate legal opinions addressing matters governed by the laws of such jurisdictions are being delivered concurrently herewith by, respectively, Kincaid & Moreau LLP (Cayman Islands law), Abayomi Chambers (Nigerian law), Theron Moss & Associates SARL (Senegalese law), and Cresswell & Greaves LLP (English law), and we express no opinion with respect to, and assume no responsibility for, the matters addressed in such separate opinions.
4.2 Enforceability Qualification
This opinion letter does not address the enforceability of any Transaction Document against any Covered Entity or any other party thereto. The enforceability of the Transaction Documents, as obligations binding upon the parties thereto, is the subject of the separate Calderwood & Harkness LLP New York Law Enforceability Opinion being delivered concurrently herewith, and the opinions expressed in this letter should be read in conjunction with, and are subject to, such separate enforceability opinion. Nothing in this opinion letter should be construed as an opinion regarding the legality, validity, binding effect, or enforceability of any provision of the Transaction Documents.
4.3 Bankruptcy and Equitable Principles
The opinions expressed herein are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium, fraudulent conveyance, fraudulent transfer, or similar laws affecting the rights and remedies of creditors generally, including, without limitation, the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.), and (ii) the effect of general principles of equity, whether applied in a proceeding in equity or at law, including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of whether enforceability is considered in a proceeding at law or in equity.
4.4 Security Interest Perfection
To the extent any opinion set forth herein relates to or touches upon the perfection of security interests, such opinion is limited solely to perfection that may be achieved by the filing of UCC-1 financing statements with the office of the Secretary of State of the State of Delaware under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware. We express no opinion regarding the perfection of any security interest by any other method, including, without limitation, perfection by possession (including physical delivery of stock certificates or other instruments), perfection by control (including control agreements with respect to deposit accounts, securities accounts, commodity accounts, electronic chattel paper, or letter-of-credit rights), or perfection by notation on a certificate of title. We also express no opinion regarding the priority of any security interest, the creation or attachment of any security interest, or the effect of any security interest on any after-acquired property or proceeds, except to the extent expressly addressed in the separate enforceability opinion referenced in Section 4.2 above.
4.5 No Continuing Obligation
This opinion letter is rendered as of the date hereof and speaks only as of the date hereof. We assume no obligation, and disclaim any undertaking, to advise you or any other person of any changes in applicable law or in the facts and circumstances underlying the opinions expressed herein that may occur after the date hereof, whether or not such changes would affect the opinions expressed herein. We undertake no obligation to update, revise, or supplement this opinion letter for any reason whatsoever.
4.6 Beneficial Ownership and Factual Matters
In rendering the opinions expressed herein, we have relied upon the Officers' Certificate, Secretary's Certificates, Director's or Manager's Certificates, and Incumbency Certificates described in Section 1.4 above, and upon the representations and warranties of the Covered Entities set forth in the Transaction Documents, as to all factual matters relevant to such opinions, including, without limitation, matters relating to beneficial ownership, the absence of undisclosed liabilities or pending litigation, the accuracy of financial information, compliance with applicable permits and licenses, and the existence and status of material contracts and other agreements. We have not conducted any independent investigation or verification of the underlying facts beyond our review of the documents described in Section 1 above, and no inference as to our knowledge of such facts should be drawn from the fact of our representation of the Covered Entities.
Section 5. Reliance and Distribution
This opinion letter is furnished solely for the benefit of the Initial Purchasers — namely, Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC — in connection with the Purchase Agreement and the offering of the Notes contemplated thereby. This opinion letter may also be relied upon by Northgate Trust Company, N.A. in its capacities as Trustee and Collateral Agent under the Indenture and the Collateral Agreement, respectively, as though it were an addressee hereof. Except as expressly provided in this paragraph, this opinion letter may not be relied upon by any other person or entity, or for any purpose other than the purposes described herein, without the prior written consent of Calderwood & Harkness LLP. Without limiting the foregoing, this opinion letter may not be relied upon by any subsequent holder of the Notes, any participant or assignee under the ABL Credit Facility, or any other third party, in each case without our prior written consent.
This opinion letter may not be quoted, cited, or referred to, in whole or in part, in any registration statement, prospectus, offering memorandum, or other public document or filing, or in any other document or instrument furnished to any person or entity not identified in the preceding paragraph, in each case without the prior written consent of Calderwood & Harkness LLP.
We are members of the Bar of the State of New York and do not purport to be experts on, or to express any opinion herein concerning, the laws of any jurisdiction other than those specified in Section 4.1 above. This opinion letter is rendered in accordance with, and is subject to, the provisions and limitations set forth in the Legal Opinion Accord of the ABA Section of Business Law, to the extent applicable, and should be interpreted in a manner consistent therewith.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Jennifer Kwon
Title: Partner
425 Lexington Avenue New York, NY 10017
Matter No. 1016-00003
Enclosures
cc: Marcus Ellingham, Chief Executive Officer, Dunmore Energy Holdings Ltd. Deepa Rajaram, Chief Financial Officer, Dunmore Energy Holdings Ltd. Northgate Trust Company, N.A. (as Trustee and Collateral Agent) Velthorn National Bank, N.A. (as ABL Agent)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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