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CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Lexington Avenue New York, New York 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, 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

Re: $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 of Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.

Ladies and Gentlemen:

1. Introduction

We have acted as counsel to Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands ("DEH" or the "Issuer"), and Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers"), and the Guarantors (as defined below), in connection with the issuance and sale of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by the Issuers. This opinion letter is rendered pursuant to Section 7(e) of the Purchase Agreement dated as of May 12, 2025 (the "Purchase Agreement") among the Issuers, the Guarantors, and the Initial Purchasers named therein. This opinion is delivered on the closing date, May 15, 2025.

We understand that the Notes are being offered and sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act, in each case as described in the Final Offering Memorandum (as defined below). The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws.

2. Defined Terms

As used in this opinion letter, the following terms have the meanings set forth below:

"Indenture" means the Indenture dated as of May 15, 2025, among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, governing the Notes.

"Purchase Agreement" means the Purchase Agreement dated as of May 12, 2025, among the Issuers, the Guarantors, and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers.

"Registration Rights Agreement" means the Registration Rights Agreement dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, providing for, among other things, the filing of a registration statement with respect to an exchange offer for the Notes or, under certain circumstances, a shelf registration statement covering resales of the Notes.

"U.S. Collateral Agreement" means the Pledge and Security Agreement dated as of May 15, 2025, among the Issuers, the U.S. Guarantors (as defined below), and Northgate Trust Company, N.A., as Collateral Agent.

"Transaction Documents" means, collectively, the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the U.S. Collateral Agreement.

"Guarantors" means (i) Dunmore Nigeria E&P Ltd., a company organized under the laws of the Federal Republic of Nigeria, (ii) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware, (iii) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware, (iv) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal, (v) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware, and (vi) Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales.

"U.S. Guarantors" means Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.

"Trustee" or "Collateral Agent" means Northgate Trust Company, N.A., a national banking association organized under the laws of the United States of America, acting in its capacity as trustee and collateral agent under the Indenture and the U.S. Collateral Agreement, respectively.

"Notes" means the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 issued by the Issuers, bearing interest at the rate of 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025, and maturing on May 1, 2032. The Notes were issued in the form of global notes deposited with The Depository Trust Company and bear the following identifiers: CUSIP (144A): 265387 AA 5; CUSIP (Reg S): C2085R AA 2; ISIN (144A): US265387AA51; ISIN (Reg S): USC2085RAA24.

Capitalized terms used but not otherwise defined in this opinion letter have the meanings ascribed to them in the Indenture or the Purchase Agreement, as applicable.

3. Documents Examined

In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following:

(a) the Indenture (execution version), including all exhibits, schedules, and supplements thereto;

(b) the Purchase Agreement;

(d) the U.S. Collateral Agreement, including all schedules and exhibits thereto;

(e) the Notes, including the global notes in definitive form deposited with The Depository Trust Company on the date hereof;

(f) the Preliminary Offering Memorandum dated April 28, 2025, relating to the offering of the Notes, and the Final Offering Memorandum dated May 14, 2025, relating to the offering of the Notes (collectively, the "Offering Memoranda");

(g) the Certificate of Incorporation and Bylaws of Dunmore upstream Finance Corp., each as amended and currently in effect;

(h) the Certificate of Formation and Limited Liability Company Agreement of Dunmore Gulf Operations LLC, each as amended and currently in effect;

(i) the Certificate of Formation and Limited Liability Company Agreement of Dunmore Renewables LLC, each as amended and currently in effect;

(j) the Certificate of Incorporation and Bylaws of Dunmore Midstream Holdings Inc., each as amended and currently in effect;

(k) resolutions of the Board of Directors of Dunmore Energy Holdings Ltd., adopted on April 22, 2025, authorizing the offering, the issuance and sale of the Notes, and the execution, delivery, and performance of the Transaction Documents to which DEH is a party, certified to us by the Secretary of DEH as being true, complete, and in full force and effect as of the date hereof;

(l) resolutions of the Board of Directors of Dunmore upstream Finance Corp., adopted on April 22, 2025, authorizing the offering, the issuance and sale of the Notes, and the execution, delivery, and performance of the Transaction Documents to which DUFC is a party, certified to us by the Secretary of DUFC as being true, complete, and in full force and effect as of the date hereof;

(m) resolutions of the members or board of directors, as applicable, of each U.S. Guarantor, authorizing the execution, delivery, and performance of the Transaction Documents to which each such U.S. Guarantor is a party, including the guarantee of the Notes set forth in the Indenture, certified to us as being true, complete, and in full force and effect as of the date hereof;

(n) the Officers' Certificate executed by Marcus Ellingham, Chief Executive Officer of DEH, and Deepa Rajaram, Chief Financial Officer of DEH, dated May 15, 2025, delivered pursuant to the Purchase Agreement, together with the schedule of material agreements attached thereto;

(o) the Secretary's Certificate, Director's Certificate, and Incumbency Certificate for each of the Issuers and each of the Guarantors, in each case dated as of the date hereof;

(p) certificates of good standing for DUFC and each U.S. Guarantor issued by the Secretary of State of the State of Delaware, each dated within five business days of the date hereof; and

(q) such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein.

In connection with the preparation of this opinion letter, we note the following with respect to our reliance on local counsel opinions in jurisdictions outside the scope of this opinion:

With respect to DEH, an exempted company incorporated under the laws of the Cayman Islands, we have relied on the opinion of Kincaid & Moreau LLP, Cayman Islands counsel (Cayman Registry No. MC-384726), dated the date hereof, as to all matters of Cayman Islands law, including the due incorporation, valid existence, and corporate power and authority of DEH, the due authorization, execution, and delivery by DEH of the Transaction Documents, and the enforceability thereof against DEH under Cayman Islands law.

With respect to Dunmore Nigeria E&P Ltd., we have relied on the opinion of Abayomi Chambers, counsel in the Federal Republic of Nigeria, dated the date hereof, as to all matters of Nigerian law, including the due organization and valid existence of Dunmore Nigeria E&P Ltd. and the enforceability of its guarantee and related security arrangements under Nigerian law.

With respect to Dunmore Trading Ltd., we have relied on the opinion of Cresswell & Greaves LLP, solicitors in England and Wales, dated the date hereof, as to all matters of the laws of England and Wales, including the due incorporation and valid existence of Dunmore Trading Ltd. and the enforceability of its guarantee and related security arrangements under English law.

With respect to Dunmore Senegal S.A., we have relied on the opinion of Theron Moss & Associates SARL, counsel in the Republic of Senegal, dated the date hereof, as to all matters of Senegalese law, including the due organization and valid existence of Dunmore Senegal S.A. and the enforceability of its guarantee and related security arrangements under Senegalese law.

We have not independently verified or investigated the factual matters addressed in such local counsel opinions and have assumed the accuracy and completeness of each such opinion for purposes of the opinions expressed herein.

4. Assumptions

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

(a) The genuineness of all signatures on all documents examined by us, the legal capacity and competency of all natural persons who have executed any such documents, and the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise).

(b) That each party to the Transaction Documents (other than DEH, DUFC, and the U.S. Guarantors, as to which we opine below) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization, and has full power and authority to execute, deliver, and perform its obligations under each Transaction Document to which it is a party.

(c) That the Transaction Documents have been duly authorized, executed, and delivered by each party thereto (other than DEH, DUFC, and the U.S. Guarantors, as to which we opine below), and that the persons executing the Transaction Documents on behalf of each such party have been duly authorized to do so.

(d) That the Transaction Documents constitute valid and binding obligations of each party thereto (other than the Issuers and the U.S. Guarantors, as to which we opine below), enforceable against each such party in accordance with their respective terms.

(e) That the representations and warranties of each party (including those of the Issuers and the Guarantors) contained in the Transaction Documents and in the certificates, opinions, and other documents delivered in connection therewith are true, correct, and complete in all material respects as of the respective dates on which such representations and warranties are made or deemed made.

(f) That the execution, delivery, and performance of the Transaction Documents will not violate, conflict with, or result in a breach of, or constitute a default under, any agreement, instrument, order, judgment, decree, or other obligation to which any party thereto is bound (other than with respect to the Issuers and U.S. Guarantors, to the extent addressed in our opinions below), and will not result in the creation or imposition of any lien, charge, or encumbrance on any assets of any such party other than liens created or permitted under the Transaction Documents.

(g) That Northgate Trust Company, N.A. is duly qualified and authorized under applicable federal and state banking laws and regulations to serve as Trustee and Collateral Agent under the Indenture and the U.S. Collateral Agreement, and that the execution, delivery, and performance of the Transaction Documents by Northgate Trust Company, N.A. have been duly authorized, executed, and delivered by Northgate Trust Company, N.A.

(h) The accuracy and completeness of all factual representations, certifications, and information provided to us by the Issuers, the Guarantors, and their respective officers, directors, managers, agents, and representatives, including, without limitation, the factual matters set forth in the Officers' Certificate and in the Incumbency Certificates delivered to us in connection herewith.

5. Opinions

Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Sections 6 and 7 below, we are of the opinion that:

5.1 Due Authorization — DUFC (Co-Issuer)

DUFC has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware (EIN: 93-4728106). DUFC has full corporate power and authority to 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, and the U.S. Collateral Agreement. The execution, delivery, and performance by DUFC of each Transaction Document to which it is a party, and the issuance and sale of the Notes, have been duly authorized by all necessary corporate action on the part of DUFC, and no further corporate authorization or approval is required on the part of DUFC in connection therewith.

5.2 Due Authorization — U.S. Guarantors

Each of 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, has been duly formed or incorporated, as the case may be, and is validly existing and in good standing under the laws of the State of Delaware. Each U.S. Guarantor has full limited liability company or corporate power and authority, as applicable, to execute, deliver, and perform its obligations under the Indenture (including its guarantee of the Notes set forth therein), the U.S. Collateral Agreement, and each other Transaction Document to which it is a party. The execution, delivery, and performance by each U.S. Guarantor of each Transaction Document to which it is a party, including the granting of a guarantee of the Notes and the granting of security interests in collateral pursuant to the U.S. Collateral Agreement, have been duly authorized by all necessary limited liability company or corporate action, as applicable, on the part of such U.S. Guarantor, and no further limited liability company, corporate, or other authorization or approval is required on the part of any U.S. Guarantor in connection therewith.

5.3 Due Execution and Delivery

Each of the Transaction Documents has been duly executed and delivered by each of the Issuers and each of the U.S. Guarantors that is a party thereto. The Notes have been duly executed by the Issuers, duly authenticated by Northgate Trust Company, N.A. as Trustee in accordance with the provisions of the Indenture, and delivered to the Initial Purchasers against payment of the purchase price therefor in accordance with the terms and conditions of the Purchase Agreement.

5.4 Enforceability of the Indenture

The Indenture constitutes a valid and binding obligation of each of the Issuers and each of the U.S. Guarantors, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions (as defined in Section 6 below). The Indenture is governed by, and is to be construed and interpreted in accordance with, the laws of the State of New York. The guarantees of the Notes set forth in the Indenture (including the provisions of Article X thereof) constitute valid and binding obligations of each of the U.S. Guarantors, enforceable against each of them in accordance with their terms, subject to the Enforceability Exceptions.

5.5 Enforceability of the Notes

The Notes constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms and the terms of the Indenture, subject to the Enforceability Exceptions. The Notes are entitled to the benefits of the Indenture, including the guarantees and the security interests granted in connection therewith. The Notes were issued in an aggregate principal amount of $850,000,000, bear interest at a rate of 9.375% per annum, provide for semi-annual interest payments on May 1 and November 1 of each year (commencing November 1, 2025), mature on May 1, 2032, and were issued at an initial offering price of 98.50% of par.

5.6 Enforceability of the Purchase Agreement

The Purchase Agreement constitutes a valid and binding obligation of each of the Issuers and each of the U.S. Guarantors, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions. The Purchase Agreement is dated as of May 12, 2025, and is governed by, and is to be construed and interpreted in accordance with, the laws of the State of New York.

5.7 Enforceability of the Registration Rights Agreement

The Registration Rights Agreement constitutes a valid and binding obligation of each of the Issuers and each of the U.S. Guarantors, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions. The Registration Rights Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the State of New York.

5.8 Enforceability of the U.S. Collateral Agreement

The U.S. Collateral Agreement constitutes a valid and binding obligation of each of the Issuers and each of the U.S. Guarantors, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions. The U.S. Collateral Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the State of New York.

The U.S. Collateral Agreement creates, in favor of Northgate Trust Company, N.A. as Collateral Agent for the benefit of the holders of the Notes and the other secured parties described therein, a valid security interest in the Collateral described therein, to the extent that Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "NY UCC") is applicable to the creation of such security interest. We note, however, that perfection of the security interests in certain categories of Collateral — including, without limitation, equity interests in the Guarantors and the Issuers' direct and indirect subsidiaries, tangible and intangible personal property, intercompany receivables, material hydrocarbon offtake contracts, and insurance proceeds and rights — may require the filing of UCC-1 financing statements with the Delaware Secretary of State (for which filings have been prepared in form satisfactory to us and are expected to be filed on or promptly following the date hereof), or the taking of additional steps outside the scope of this opinion, including the delivery of certificated securities or instruments to the Collateral Agent, the execution and delivery of control agreements with respect to deposit accounts, securities accounts, commodity accounts, and electronic chattel paper, or the notation of the Collateral Agent's interest on certificates of title. To the extent that any Collateral is subject to the laws of a jurisdiction other than the State of New York or the State of Delaware, we express no opinion on the creation, attachment, validity, perfection, or priority of any security interest therein. Without limiting the generality of the foregoing, we express no opinion on the creation, validity, perfection, or enforceability of security interests in collateral governed by the laws of jurisdictions other than the State of New York, including, without limitation, the Nigerian debenture, the English debenture, or the Senegalese nantissement and cession fiduciaire.

5.9 No Conflict — DUFC and U.S. Guarantors

The execution, delivery, and performance by DUFC and each U.S. Guarantor of the Transaction Documents to which each is a party, and the consummation of the transactions contemplated thereby, do not and will not:

(i) violate, contravene, or conflict with the certificate of incorporation, bylaws, certificate of formation, or limited liability company agreement, as applicable, of DUFC or any U.S. Guarantor;

(ii) violate any applicable law, rule, or regulation of the State of New York or the federal laws of the United States of America that, in our experience, is normally applicable to transactions of the type contemplated by the Transaction Documents (to the extent we express opinions herein), without our having made any special investigation as to the applicability of any specific law, rule, or regulation; or

(iii) to our knowledge, result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration of any material obligation under, any material agreement, indenture, mortgage, deed of trust, or other instrument to which DUFC or any U.S. Guarantor is a party or by which any of them or any of their respective properties or assets are bound, that is listed on the schedule of material agreements attached to the Officers' Certificate delivered pursuant to the Purchase Agreement.

5.10 No Consent — DUFC and U.S. Guarantors

No consent, approval, authorization, order, license, permit, or filing or registration with, any governmental authority or regulatory body of the State of New York, or under the federal laws of the United States of America, is required for the execution, delivery, and performance by DUFC or the U.S. Guarantors of the Transaction Documents to which each is a party, or the issuance and sale of the Notes in the manner described in the Final Offering Memorandum, except:

(i) as may be required under state securities or "Blue Sky" laws, as to which we express no opinion;

(ii) filings that may be required under the Securities Exchange Act of 1934, as amended, including the filing of Form D with the Securities and Exchange Commission, if applicable; and

(iii) UCC-1 financing statement filings with the Delaware Secretary of State that are necessary for the perfection of the security interests granted by the Issuers and the U.S. Guarantors under the U.S. Collateral Agreement.

6. Enforceability Exceptions

All of the opinions expressed in Section 5 above as to the enforceability of any Transaction Document, including the Notes and the guarantees thereof, are subject to the following qualifications (collectively, the "Enforceability Exceptions"):

(a) Bankruptcy and Insolvency. The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally, now or hereafter in effect, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), applicable state fraudulent conveyance and fraudulent transfer statutes (including Sections 273 through 276 of the New York Debtor and Creditor Law, and any analogous provisions under applicable federal law), and other statutory or common law provisions affecting the rights of creditors under applicable state and federal law.

(b) Equitable Principles. General principles of equity (whether considered in a proceeding in equity or at law), including, without limitation, concepts of commercial reasonableness, good faith, fair dealing, unconscionability, the possible unavailability of specific performance, injunctive relief, or other equitable remedies, and the discretion of the court before which a proceeding may be brought. We note that the exercise of judicial discretion in accordance with such principles could result in the refusal of a court to enforce provisions of the Transaction Documents that a court determines to be unreasonable, unconscionable, or contrary to public policy.

(c) Limitations on Guarantees. The possible judicial application of laws relating to fraudulent conveyance or fraudulent transfer (including Sections 273 through 276 of the New York Debtor and Creditor Law, Section 548 of the United States Bankruptcy Code, and analogous provisions of applicable state and federal law) to limit the obligations of each Guarantor under its guarantee to an amount that would not render such guarantee a fraudulent conveyance or fraudulent transfer, or otherwise voidable under applicable law. A court could determine that a guarantee was made without fair consideration or reasonably equivalent value, or that at the time the guarantee was incurred the relevant Guarantor was insolvent, was rendered insolvent thereby, was left with unreasonably small capital, or intended to incur debts beyond its ability to pay, and on that basis could void the guarantee in whole or in part or limit the amount recoverable thereunder.

(d) Public Policy. We express no opinion as to the enforceability of (i) any waiver of rights or defenses to the extent such waiver may be limited by applicable law or public policy, including any waiver of the right to assert the defense of statute of limitations, (ii) indemnification, contribution, and hold harmless provisions to the extent they may be held unenforceable as contrary to public policy or limited by applicable federal or state securities laws, including Sections 11, 12, and 17 of the Securities Act and Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, or (iii) provisions purporting to exculpate or indemnify any party from liability arising from its own negligence, gross negligence, willful misconduct, bad faith, or violation of law.

(e) Choice of Law. While the Transaction Documents contain provisions selecting the laws of the State of New York as the governing law thereof, we note that a court of competent jurisdiction, including a court outside the State of New York, could in certain circumstances decline to honor such choice-of-law provisions to the extent such court determines that the application of the laws of another jurisdiction is mandated by applicable conflict-of-laws principles. However, we believe that a court sitting in the State of New York would honor the parties' choice of New York law in accordance with Section 5-1401 of the New York General Obligations Law, provided the relevant requirements thereof are satisfied (as we believe they are with respect to the Transaction Documents).

(f) Usury. We express no opinion as to the effect of usury or similar statutes or regulations on the enforceability of the interest rate, make-whole premiums, default interest, or other charges payable under the Notes or the other Transaction Documents.

(g) Forum Selection / Jury Waiver. The enforceability of provisions in the Transaction Documents relating to (i) the selection of an exclusive forum for the resolution of disputes, (ii) the submission to the jurisdiction of particular courts, (iii) the consent to service of process, and (iv) waivers of the right to trial by jury may be subject to limitations under applicable law, including the discretion of the court before which any proceeding is brought, and such provisions may not be enforceable under all circumstances.

7. Limitations

The opinions expressed in this letter are limited in all respects to the laws of the State of New York, the federal laws of the United States of America, the Delaware General Corporation Law, and the Delaware Limited Liability Company Act (collectively, the "Opined-Upon Laws"), and we express no opinion as to the laws of any other jurisdiction. We are members of the Bar of the State of New York; our opinions herein regarding Delaware law are based solely on our review of the applicable statutory provisions and published judicial and administrative authorities thereunder, and we have not consulted with Delaware counsel for purposes of this opinion.

Without limiting the generality of the foregoing:

We express no opinion on the laws of the Cayman Islands, which are addressed by the opinion of Kincaid & Moreau LLP delivered on the date hereof. We express no opinion on the laws of the Federal Republic of Nigeria, which are addressed by the opinion of Abayomi Chambers delivered on the date hereof. We express no opinion on the laws of England and Wales, which are addressed by the opinion of Cresswell & Greaves LLP delivered on the date hereof. We express no opinion on the laws of the Republic of Senegal, which are addressed by the opinion of Theron Moss & Associates SARL delivered on the date hereof.

We express no opinion on any tax matters, including, without limitation, any U.S. federal, state, local, or foreign income tax, franchise tax, stamp duty, value added tax, or transfer tax consequences of the transactions contemplated by the Transaction Documents. Tax matters are addressed separately in the Tax Memorandum prepared by Leonard Cross, tax counsel, delivered on the date hereof.

We express no opinion as to the enforceability of the guarantees of Dunmore Nigeria E&P Ltd., Dunmore Senegal S.A., or Dunmore Trading Ltd. under their respective local laws, such matters being addressed exclusively by the respective local counsel opinions identified above.

We express no opinion with respect to (i) the creation, attachment, validity, or perfection of security interests in real property, oil and gas leasehold interests, mineral rights, or any other interests in immovable property, including, without limitation, interests in OML 47, OML 63, the Cayar Offshore Block, or any leases in the Green Canyon or Garden Banks areas of the Gulf of Mexico, (ii) the priority of any security interest or lien created by or under the Transaction Documents relative to any other security interest, lien, claim, or encumbrance, whether arising under contract, statute, or otherwise, or (iii) the application or effect of the Intercreditor Agreement dated as of May 15, 2025, among Northgate Trust Company, N.A., as Trustee and Collateral Agent, and Velthorn National Bank, N.A., as administrative agent under the Revolving Credit Facility, to the extent such matters involve factual determinations, the exercise of discretion, or the application of laws other than the Opined-Upon Laws.

We express no opinion on the applicability or effect of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), any anti-money laundering laws or regulations (including the Bank Secrecy Act and the USA PATRIOT Act), or any export control laws or regulations (including the International Traffic in Arms Regulations and the Export Administration Regulations), except to the extent that the Transaction Documents contain representations, warranties, and covenants relating to such matters that have been duly authorized and are enforceable as a contractual matter under New York law, subject to the Enforceability Exceptions.

We express no opinion as to the accuracy, completeness, or sufficiency of the Final Offering Memorandum or any other offering document or disclosure document delivered in connection with the offering and sale of the Notes. Such matters are addressed in our separate negative assurance letter (the "10b-5 disclosure letter") of even date herewith, delivered pursuant to the Purchase Agreement.

8. Reliance and Benefit

This opinion letter is rendered solely for the benefit of the addressees hereof — Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC — in their respective capacities as Initial Purchasers in connection with the transactions contemplated by the Purchase Agreement and the other Transaction Documents. This opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance, and may not be quoted, filed with any governmental authority, or otherwise made publicly available without our prior written consent.

Notwithstanding the foregoing limitations on reliance, Whitfield Baxter & Cohn LLP, as counsel to the Initial Purchasers, may rely on this opinion letter as if it were an addressee hereof, subject to the same assumptions, qualifications, limitations, and exceptions set forth herein. In addition, Northgate Trust Company, N.A., in its capacity as Trustee and Collateral Agent under the Indenture and the U.S. Collateral Agreement, may rely on this opinion letter to the extent expressly contemplated by Section 7.02(c) of the Indenture.

9. No Undertaking to Update

This opinion letter speaks only as of the date hereof, and we assume no obligation, and hereby expressly disclaim any obligation, to supplement or update this opinion letter, or to advise the addressees hereof or any other person or entity, of any change in applicable law, regulation, or interpretation thereof, or any change in fact or circumstance, that may hereafter occur or come to our attention after the date hereof, even though such change may affect or alter the legal analysis or conclusions set forth in this opinion letter. No inference should be drawn from our representation of the Issuers and the Guarantors that we have knowledge of any facts or circumstances not expressly set forth in this opinion letter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Jennifer Kwon

Title: Partner

cc: Dunmore Energy Holdings Ltd.

Attention: Alistair Forde, General Counsel

2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056

cc: Dunmore upstream Finance Corp.

Attention: Deepa Rajaram, Chief Financial Officer

cc: Whitfield Baxter & Cohn LLP

Attention: Harrison Cates

51 West 52nd Street New York, New York 10019

cc: Northgate Trust Company, N.A.

Attention: William Kerrigan, Vice President — Corporate Trust

100 Wall Street, Suite 1600 New York, New York 10005

CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Lexington Avenue New York, New York 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, 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
Re: $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 of Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.
Ladies and Gentlemen:
1. Introduction
We have acted as counsel to Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands ("DEH" or the "Issuer"), and Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers"), and the Guarantors (as defined below), in connection with the issuance and sale of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by the Issuers. This opinion letter is rendered pursuant to Section 7(e) of the Purchase Agreement dated as of May 12, 2025 (the "Purchase Agreement") among the Issuers, the Guarantors, and the Initial Purchasers named therein. This opinion is delivered on the closing date, May 15, 2025.
We understand that the Notes are being offered and sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act, in each case as described in the Final Offering Memorandum (as defined below). The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws.
2. Defined Terms
As used in this opinion letter, the following terms have the meanings set forth below:
"Indenture" means the Indenture dated as of May 15, 2025, among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, governing the Notes.
"Purchase Agreement" means the Purchase Agreement dated as of May 12, 2025, among the Issuers, the Guarantors, and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers.
"Registration Rights Agreement" means the Registration Rights Agreement dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, providing for, among other things, the filing of a registration statement with respect to an exchange offer for the Notes or, under certain circumstances, a shelf registration statement covering resales of the Notes.
"U.S. Collateral Agreement" means the Pledge and Security Agreement dated as of May 15, 2025, among the Issuers, the U.S. Guarantors (as defined below), and Northgate Trust Company, N.A., as Collateral Agent.
"Transaction Documents" means, collectively, the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the U.S. Collateral Agreement.
"Guarantors" means (i) Dunmore Nigeria E&P Ltd., a company organized under the laws of the Federal Republic of Nigeria, (ii) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware, (iii) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware, (iv) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal, (v) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware, and (vi) Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales.
"U.S. Guarantors" means Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.
"Trustee" or "Collateral Agent" means Northgate Trust Company, N.A., a national banking association organized under the laws of the United States of America, acting in its capacity as trustee and collateral agent under the Indenture and the U.S. Collateral Agreement, respectively.
"Notes" means the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 issued by the Issuers, bearing interest at the rate of 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025, and maturing on May 1, 2032. The Notes were issued in the form of global notes deposited with The Depository Trust Company and bear the following identifiers: CUSIP (144A): 265387 AA 5; CUSIP (Reg S): C2085R AA 2; ISIN (144A): US265387AA51; ISIN (Reg S): USC2085RAA24.
Capitalized terms used but not otherwise defined in this opinion letter have the meanings ascribed to them in the Indenture or the Purchase Agreement, as applicable.
3. Documents Examined
In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following:
(a) the Indenture (execution version), including all exhibits, schedules, and supplements thereto;
(b) the Purchase Agreement;
(c) the Registration Rights Agreement;
(d) the U.S. Collateral Agreement, including all schedules and exhibits thereto;
(e) the Notes, including the global notes in definitive form deposited with The Depository Trust Company on the date hereof;
(f) the Preliminary Offering Memorandum dated April 28, 2025, relating to the offering of the Notes, and the Final Offering Memorandum dated May 14, 2025, relating to the offering of the Notes (collectively, the "Offering Memoranda");
(g) the Certificate of Incorporation and Bylaws of Dunmore upstream Finance Corp., each as amended and currently in effect;
(h) the Certificate of Formation and Limited Liability Company Agreement of Dunmore Gulf Operations LLC, each as amended and currently in effect;
(i) the Certificate of Formation and Limited Liability Company Agreement of Dunmore Renewables LLC, each as amended and currently in effect;
(j) the Certificate of Incorporation and Bylaws of Dunmore Midstream Holdings Inc., each as amended and currently in effect;
(k) resolutions of the Board of Directors of Dunmore Energy Holdings Ltd., adopted on April 22, 2025, authorizing the offering, the issuance and sale of the Notes, and the execution, delivery, and performance of the Transaction Documents to which DEH is a party, certified to us by the Secretary of DEH as being true, complete, and in full force and effect as of the date hereof;
(l) resolutions of the Board of Directors of Dunmore upstream Finance Corp., adopted on April 22, 2025, authorizing the offering, the issuance and sale of the Notes, and the execution, delivery, and performance of the Transaction Documents to which DUFC is a party, certified to us by the Secretary of DUFC as being true, complete, and in full force and effect as of the date hereof;
(m) resolutions of the members or board of directors, as applicable, of each U.S. Guarantor, authorizing the execution, delivery, and performance of the Transaction Documents to which each such U.S. Guarantor is a party, including the guarantee of the Notes set forth in the Indenture, certified to us as being true, complete, and in full force and effect as of the date hereof;
(n) the Officers' Certificate executed by Marcus Ellingham, Chief Executive Officer of DEH, and Deepa Rajaram, Chief Financial Officer of DEH, dated May 15, 2025, delivered pursuant to the Purchase Agreement, together with the schedule of material agreements attached thereto;
(o) the Secretary's Certificate, Director's Certificate, and Incumbency Certificate for each of the Issuers and each of the Guarantors, in each case dated as of the date hereof;
(p) certificates of good standing for DUFC and each U.S. Guarantor issued by the Secretary of State of the State of Delaware, each dated within five business days of the date hereof; and
(q) such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein.
In connection with the preparation of this opinion letter, we note the following with respect to our reliance on local counsel opinions in jurisdictions outside the scope of this opinion:
With respect to DEH, an exempted company incorporated under the laws of the Cayman Islands, we have relied on the opinion of Kincaid & Moreau LLP, Cayman Islands counsel (Cayman Registry No. MC-384726), dated the date hereof, as to all matters of Cayman Islands law, including the due incorporation, valid existence, and corporate power and authority of DEH, the due authorization, execution, and delivery by DEH of the Transaction Documents, and the enforceability thereof against DEH under Cayman Islands law.
With respect to Dunmore Nigeria E&P Ltd., we have relied on the opinion of Abayomi Chambers, counsel in the Federal Republic of Nigeria, dated the date hereof, as to all matters of Nigerian law, including the due organization and valid existence of Dunmore Nigeria E&P Ltd. and the enforceability of its guarantee and related security arrangements under Nigerian law.
With respect to Dunmore Trading Ltd., we have relied on the opinion of Cresswell & Greaves LLP, solicitors in England and Wales, dated the date hereof, as to all matters of the laws of England and Wales, including the due incorporation and valid existence of Dunmore Trading Ltd. and the enforceability of its guarantee and related security arrangements under English law.
With respect to Dunmore Senegal S.A., we have relied on the opinion of Theron Moss & Associates SARL, counsel in the Republic of Senegal, dated the date hereof, as to all matters of Senegalese law, including the due organization and valid existence of Dunmore Senegal S.A. and the enforceability of its guarantee and related security arrangements under Senegalese law.
We have not independently verified or investigated the factual matters addressed in such local counsel opinions and have assumed the accuracy and completeness of each such opinion for purposes of the opinions expressed herein.
4. Assumptions
In rendering the opinions set forth herein, we have assumed, without independent investigation or verification:
(a) The genuineness of all signatures on all documents examined by us, the legal capacity and competency of all natural persons who have executed any such documents, and the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise).
(b) That each party to the Transaction Documents (other than DEH, DUFC, and the U.S. Guarantors, as to which we opine below) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization, and has full power and authority to execute, deliver, and perform its obligations under each Transaction Document to which it is a party.
(c) That the Transaction Documents have been duly authorized, executed, and delivered by each party thereto (other than DEH, DUFC, and the U.S. Guarantors, as to which we opine below), and that the persons executing the Transaction Documents on behalf of each such party have been duly authorized to do so.
(d) That the Transaction Documents constitute valid and binding obligations of each party thereto (other than the Issuers and the U.S. Guarantors, as to which we opine below), enforceable against each such party in accordance with their respective terms.
(e) That the representations and warranties of each party (including those of the Issuers and the Guarantors) contained in the Transaction Documents and in the certificates, opinions, and other documents delivered in connection therewith are true, correct, and complete in all material respects as of the respective dates on which such representations and warranties are made or deemed made.
(f) That the execution, delivery, and performance of the Transaction Documents will not violate, conflict with, or result in a breach of, or constitute a default under, any agreement, instrument, order, judgment, decree, or other obligation to which any party thereto is bound (other than with respect to the Issuers and U.S. Guarantors, to the extent addressed in our opinions below), and will not result in the creation or imposition of any lien, charge, or encumbrance on any assets of any such party other than liens created or permitted under the Transaction Documents.
(g) That Northgate Trust Company, N.A. is duly qualified and authorized under applicable federal and state banking laws and regulations to serve as Trustee and Collateral Agent under the Indenture and the U.S. Collateral Agreement, and that the execution, delivery, and performance of the Transaction Documents by Northgate Trust Company, N.A. have been duly authorized, executed, and delivered by Northgate Trust Company, N.A.
(h) The accuracy and completeness of all factual representations, certifications, and information provided to us by the Issuers, the Guarantors, and their respective officers, directors, managers, agents, and representatives, including, without limitation, the factual matters set forth in the Officers' Certificate and in the Incumbency Certificates delivered to us in connection herewith.
5. Opinions
Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Sections 6 and 7 below, we are of the opinion that:
5.1 Due Authorization — DUFC (Co-Issuer)
DUFC has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware (EIN: 93-4728106). DUFC has full corporate power and authority to 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, and the U.S. Collateral Agreement. The execution, delivery, and performance by DUFC of each Transaction Document to which it is a party, and the issuance and sale of the Notes, have been duly authorized by all necessary corporate action on the part of DUFC, and no further corporate authorization or approval is required on the part of DUFC in connection therewith.
5.2 Due Authorization — U.S. Guarantors
Each of 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, has been duly formed or incorporated, as the case may be, and is validly existing and in good standing under the laws of the State of Delaware. Each U.S. Guarantor has full limited liability company or corporate power and authority, as applicable, to execute, deliver, and perform its obligations under the Indenture (including its guarantee of the Notes set forth therein), the U.S. Collateral Agreement, and each other Transaction Document to which it is a party. The execution, delivery, and performance by each U.S. Guarantor of each Transaction Document to which it is a party, including the granting of a guarantee of the Notes and the granting of security interests in collateral pursuant to the U.S. Collateral Agreement, have been duly authorized by all necessary limited liability company or corporate action, as applicable, on the part of such U.S. Guarantor, and no further limited liability company, corporate, or other authorization or approval is required on the part of any U.S. Guarantor in connection therewith.
5.3 Due Execution and Delivery
Each of the Transaction Documents has been duly executed and delivered by each of the Issuers and each of the U.S. Guarantors that is a party thereto. The Notes have been duly executed by the Issuers, duly authenticated by Northgate Trust Company, N.A. as Trustee in accordance with the provisions of the Indenture, and delivered to the Initial Purchasers against payment of the purchase price therefor in accordance with the terms and conditions of the Purchase Agreement.
5.4 Enforceability of the Indenture
The Indenture constitutes a valid and binding obligation of each of the Issuers and each of the U.S. Guarantors, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions (as defined in Section 6 below). The Indenture is governed by, and is to be construed and interpreted in accordance with, the laws of the State of New York. The guarantees of the Notes set forth in the Indenture (including the provisions of Article X thereof) constitute valid and binding obligations of each of the U.S. Guarantors, enforceable against each of them in accordance with their terms, subject to the Enforceability Exceptions.
5.5 Enforceability of the Notes
The Notes constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms and the terms of the Indenture, subject to the Enforceability Exceptions. The Notes are entitled to the benefits of the Indenture, including the guarantees and the security interests granted in connection therewith. The Notes were issued in an aggregate principal amount of $850,000,000, bear interest at a rate of 9.375% per annum, provide for semi-annual interest payments on May 1 and November 1 of each year (commencing November 1, 2025), mature on May 1, 2032, and were issued at an initial offering price of 98.50% of par.
5.6 Enforceability of the Purchase Agreement
The Purchase Agreement constitutes a valid and binding obligation of each of the Issuers and each of the U.S. Guarantors, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions. The Purchase Agreement is dated as of May 12, 2025, and is governed by, and is to be construed and interpreted in accordance with, the laws of the State of New York.
5.7 Enforceability of the Registration Rights Agreement
The Registration Rights Agreement constitutes a valid and binding obligation of each of the Issuers and each of the U.S. Guarantors, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions. The Registration Rights Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the State of New York.
5.8 Enforceability of the U.S. Collateral Agreement
The U.S. Collateral Agreement constitutes a valid and binding obligation of each of the Issuers and each of the U.S. Guarantors, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions. The U.S. Collateral Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the State of New York.
The U.S. Collateral Agreement creates, in favor of Northgate Trust Company, N.A. as Collateral Agent for the benefit of the holders of the Notes and the other secured parties described therein, a valid security interest in the Collateral described therein, to the extent that Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "NY UCC") is applicable to the creation of such security interest. We note, however, that perfection of the security interests in certain categories of Collateral — including, without limitation, equity interests in the Guarantors and the Issuers' direct and indirect subsidiaries, tangible and intangible personal property, intercompany receivables, material hydrocarbon offtake contracts, and insurance proceeds and rights — may require the filing of UCC-1 financing statements with the Delaware Secretary of State (for which filings have been prepared in form satisfactory to us and are expected to be filed on or promptly following the date hereof), or the taking of additional steps outside the scope of this opinion, including the delivery of certificated securities or instruments to the Collateral Agent, the execution and delivery of control agreements with respect to deposit accounts, securities accounts, commodity accounts, and electronic chattel paper, or the notation of the Collateral Agent's interest on certificates of title. To the extent that any Collateral is subject to the laws of a jurisdiction other than the State of New York or the State of Delaware, we express no opinion on the creation, attachment, validity, perfection, or priority of any security interest therein. Without limiting the generality of the foregoing, we express no opinion on the creation, validity, perfection, or enforceability of security interests in collateral governed by the laws of jurisdictions other than the State of New York, including, without limitation, the Nigerian debenture, the English debenture, or the Senegalese nantissement and cession fiduciaire.
5.9 No Conflict — DUFC and U.S. Guarantors
The execution, delivery, and performance by DUFC and each U.S. Guarantor of the Transaction Documents to which each is a party, and the consummation of the transactions contemplated thereby, do not and will not:
(i) violate, contravene, or conflict with the certificate of incorporation, bylaws, certificate of formation, or limited liability company agreement, as applicable, of DUFC or any U.S. Guarantor;
(ii) violate any applicable law, rule, or regulation of the State of New York or the federal laws of the United States of America that, in our experience, is normally applicable to transactions of the type contemplated by the Transaction Documents (to the extent we express opinions herein), without our having made any special investigation as to the applicability of any specific law, rule, or regulation; or
(iii) to our knowledge, result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration of any material obligation under, any material agreement, indenture, mortgage, deed of trust, or other instrument to which DUFC or any U.S. Guarantor is a party or by which any of them or any of their respective properties or assets are bound, that is listed on the schedule of material agreements attached to the Officers' Certificate delivered pursuant to the Purchase Agreement.
5.10 No Consent — DUFC and U.S. Guarantors
No consent, approval, authorization, order, license, permit, or filing or registration with, any governmental authority or regulatory body of the State of New York, or under the federal laws of the United States of America, is required for the execution, delivery, and performance by DUFC or the U.S. Guarantors of the Transaction Documents to which each is a party, or the issuance and sale of the Notes in the manner described in the Final Offering Memorandum, except:
(i) as may be required under state securities or "Blue Sky" laws, as to which we express no opinion;
(ii) filings that may be required under the Securities Exchange Act of 1934, as amended, including the filing of Form D with the Securities and Exchange Commission, if applicable; and
(iii) UCC-1 financing statement filings with the Delaware Secretary of State that are necessary for the perfection of the security interests granted by the Issuers and the U.S. Guarantors under the U.S. Collateral Agreement.
6. Enforceability Exceptions
All of the opinions expressed in Section 5 above as to the enforceability of any Transaction Document, including the Notes and the guarantees thereof, are subject to the following qualifications (collectively, the "Enforceability Exceptions"):
(a) Bankruptcy and Insolvency. The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally, now or hereafter in effect, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), applicable state fraudulent conveyance and fraudulent transfer statutes (including Sections 273 through 276 of the New York Debtor and Creditor Law, and any analogous provisions under applicable federal law), and other statutory or common law provisions affecting the rights of creditors under applicable state and federal law.
(b) Equitable Principles. General principles of equity (whether considered in a proceeding in equity or at law), including, without limitation, concepts of commercial reasonableness, good faith, fair dealing, unconscionability, the possible unavailability of specific performance, injunctive relief, or other equitable remedies, and the discretion of the court before which a proceeding may be brought. We note that the exercise of judicial discretion in accordance with such principles could result in the refusal of a court to enforce provisions of the Transaction Documents that a court determines to be unreasonable, unconscionable, or contrary to public policy.
(c) Limitations on Guarantees. The possible judicial application of laws relating to fraudulent conveyance or fraudulent transfer (including Sections 273 through 276 of the New York Debtor and Creditor Law, Section 548 of the United States Bankruptcy Code, and analogous provisions of applicable state and federal law) to limit the obligations of each Guarantor under its guarantee to an amount that would not render such guarantee a fraudulent conveyance or fraudulent transfer, or otherwise voidable under applicable law. A court could determine that a guarantee was made without fair consideration or reasonably equivalent value, or that at the time the guarantee was incurred the relevant Guarantor was insolvent, was rendered insolvent thereby, was left with unreasonably small capital, or intended to incur debts beyond its ability to pay, and on that basis could void the guarantee in whole or in part or limit the amount recoverable thereunder.
(d) Public Policy. We express no opinion as to the enforceability of (i) any waiver of rights or defenses to the extent such waiver may be limited by applicable law or public policy, including any waiver of the right to assert the defense of statute of limitations, (ii) indemnification, contribution, and hold harmless provisions to the extent they may be held unenforceable as contrary to public policy or limited by applicable federal or state securities laws, including Sections 11, 12, and 17 of the Securities Act and Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, or (iii) provisions purporting to exculpate or indemnify any party from liability arising from its own negligence, gross negligence, willful misconduct, bad faith, or violation of law.
(e) Choice of Law. While the Transaction Documents contain provisions selecting the laws of the State of New York as the governing law thereof, we note that a court of competent jurisdiction, including a court outside the State of New York, could in certain circumstances decline to honor such choice-of-law provisions to the extent such court determines that the application of the laws of another jurisdiction is mandated by applicable conflict-of-laws principles. However, we believe that a court sitting in the State of New York would honor the parties' choice of New York law in accordance with Section 5-1401 of the New York General Obligations Law, provided the relevant requirements thereof are satisfied (as we believe they are with respect to the Transaction Documents).
(f) Usury. We express no opinion as to the effect of usury or similar statutes or regulations on the enforceability of the interest rate, make-whole premiums, default interest, or other charges payable under the Notes or the other Transaction Documents.
(g) Forum Selection / Jury Waiver. The enforceability of provisions in the Transaction Documents relating to (i) the selection of an exclusive forum for the resolution of disputes, (ii) the submission to the jurisdiction of particular courts, (iii) the consent to service of process, and (iv) waivers of the right to trial by jury may be subject to limitations under applicable law, including the discretion of the court before which any proceeding is brought, and such provisions may not be enforceable under all circumstances.
7. Limitations
The opinions expressed in this letter are limited in all respects to the laws of the State of New York, the federal laws of the United States of America, the Delaware General Corporation Law, and the Delaware Limited Liability Company Act (collectively, the "Opined-Upon Laws"), and we express no opinion as to the laws of any other jurisdiction. We are members of the Bar of the State of New York; our opinions herein regarding Delaware law are based solely on our review of the applicable statutory provisions and published judicial and administrative authorities thereunder, and we have not consulted with Delaware counsel for purposes of this opinion.
Without limiting the generality of the foregoing:
We express no opinion on the laws of the Cayman Islands, which are addressed by the opinion of Kincaid & Moreau LLP delivered on the date hereof. We express no opinion on the laws of the Federal Republic of Nigeria, which are addressed by the opinion of Abayomi Chambers delivered on the date hereof. We express no opinion on the laws of England and Wales, which are addressed by the opinion of Cresswell & Greaves LLP delivered on the date hereof. We express no opinion on the laws of the Republic of Senegal, which are addressed by the opinion of Theron Moss & Associates SARL delivered on the date hereof.
We express no opinion on any tax matters, including, without limitation, any U.S. federal, state, local, or foreign income tax, franchise tax, stamp duty, value added tax, or transfer tax consequences of the transactions contemplated by the Transaction Documents. Tax matters are addressed separately in the Tax Memorandum prepared by Leonard Cross, tax counsel, delivered on the date hereof.
We express no opinion as to the enforceability of the guarantees of Dunmore Nigeria E&P Ltd., Dunmore Senegal S.A., or Dunmore Trading Ltd. under their respective local laws, such matters being addressed exclusively by the respective local counsel opinions identified above.
We express no opinion with respect to (i) the creation, attachment, validity, or perfection of security interests in real property, oil and gas leasehold interests, mineral rights, or any other interests in immovable property, including, without limitation, interests in OML 47, OML 63, the Cayar Offshore Block, or any leases in the Green Canyon or Garden Banks areas of the Gulf of Mexico, (ii) the priority of any security interest or lien created by or under the Transaction Documents relative to any other security interest, lien, claim, or encumbrance, whether arising under contract, statute, or otherwise, or (iii) the application or effect of the Intercreditor Agreement dated as of May 15, 2025, among Northgate Trust Company, N.A., as Trustee and Collateral Agent, and Velthorn National Bank, N.A., as administrative agent under the Revolving Credit Facility, to the extent such matters involve factual determinations, the exercise of discretion, or the application of laws other than the Opined-Upon Laws.
We express no opinion on the applicability or effect of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), any anti-money laundering laws or regulations (including the Bank Secrecy Act and the USA PATRIOT Act), or any export control laws or regulations (including the International Traffic in Arms Regulations and the Export Administration Regulations), except to the extent that the Transaction Documents contain representations, warranties, and covenants relating to such matters that have been duly authorized and are enforceable as a contractual matter under New York law, subject to the Enforceability Exceptions.
We express no opinion as to the accuracy, completeness, or sufficiency of the Final Offering Memorandum or any other offering document or disclosure document delivered in connection with the offering and sale of the Notes. Such matters are addressed in our separate negative assurance letter (the "10b-5 disclosure letter") of even date herewith, delivered pursuant to the Purchase Agreement.
8. Reliance and Benefit
This opinion letter is rendered solely for the benefit of the addressees hereof — Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC — in their respective capacities as Initial Purchasers in connection with the transactions contemplated by the Purchase Agreement and the other Transaction Documents. This opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance, and may not be quoted, filed with any governmental authority, or otherwise made publicly available without our prior written consent.
Notwithstanding the foregoing limitations on reliance, Whitfield Baxter & Cohn LLP, as counsel to the Initial Purchasers, may rely on this opinion letter as if it were an addressee hereof, subject to the same assumptions, qualifications, limitations, and exceptions set forth herein. In addition, Northgate Trust Company, N.A., in its capacity as Trustee and Collateral Agent under the Indenture and the U.S. Collateral Agreement, may rely on this opinion letter to the extent expressly contemplated by Section 7.02(c) of the Indenture.
9. No Undertaking to Update
This opinion letter speaks only as of the date hereof, and we assume no obligation, and hereby expressly disclaim any obligation, to supplement or update this opinion letter, or to advise the addressees hereof or any other person or entity, of any change in applicable law, regulation, or interpretation thereof, or any change in fact or circumstance, that may hereafter occur or come to our attention after the date hereof, even though such change may affect or alter the legal analysis or conclusions set forth in this opinion letter. No inference should be drawn from our representation of the Issuers and the Guarantors that we have knowledge of any facts or circumstances not expressly set forth in this opinion letter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Jennifer Kwon
Title: Partner
cc: Dunmore Energy Holdings Ltd.
Attention: Alistair Forde, General Counsel
2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056
cc: Dunmore upstream Finance Corp.
Attention: Deepa Rajaram, Chief Financial Officer
cc: Whitfield Baxter & Cohn LLP
Attention: Harrison Cates
51 West 52nd Street New York, New York 10019
cc: Northgate Trust Company, N.A.
Attention: William Kerrigan, Vice President — Corporate Trust
100 Wall Street, Suite 1600 New York, New York 10005

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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