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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

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

Ladies and Gentlemen:

We have acted as counsel to Dunmore Energy Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Company" or the "Issuer"), Dunmore upstream Finance Corp., a corporation organized and existing under the laws of the State of Delaware (the "Co-Issuer," and together with the Company, the "Issuers"), and the Guarantors identified below, in connection with the transactions contemplated by that certain Purchase Agreement, dated as of May 12, 2025 (the "Purchase Agreement"), among the Issuers, the Guarantors party thereto, and the Initial Purchasers. This opinion is being delivered to you pursuant to Section 7(d) of the Purchase Agreement as a condition to the obligations of the Initial Purchasers to consummate the closing of the purchase of the Notes (as defined below) on the date hereof (the "Closing Date").

Reference is made to the offer and sale by the Issuers, pursuant to the Purchase Agreement, of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes are being issued at an issue price of 98.50% of their principal amount, yielding gross proceeds to the Issuers of approximately $837,250,000, and will mature on May 1, 2032. The Notes are being offered and sold in a transaction not involving a public offering: (a) in the United States, to persons reasonably believed to be qualified institutional buyers ("QIBs") as defined in Rule 144A(a)(1) under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Rule 144A under the Securities Act ("Rule 144A"), and (b) outside the United States, to non-U.S. persons (as defined in Rule 902(k) of Regulation S under the Securities Act ("Regulation S")) in offshore transactions (as defined in Rule 902(h) of Regulation S) in reliance on Regulation S. The offering and sale of the Notes are referred to herein as the "Offering."

The allocation of the aggregate principal amount of the Notes among the Initial Purchasers is as follows: Ridgeline Capital Markets LLC — $467,500,000 (approximately 55%); Clarion Securities Inc. — $255,000,000 (approximately 30%); and Pinnacle Partners LLC — $127,500,000 (approximately 15%).

I. IDENTIFICATION OF THE GUARANTORS

The following subsidiaries of the Company are parties to the Purchase Agreement and the Indenture (as defined below) as guarantors (collectively, the "Guarantors"):

1. Dunmore Nigeria E&P Ltd., a company organized and existing under the laws of the Federal Republic of Nigeria;

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

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

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

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

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

Each of the Guarantors has unconditionally guaranteed, on a senior secured basis, the Issuers' obligations under the Notes and the Indenture (as defined below) pursuant to the terms of the Indenture (the guarantees of each Guarantor, collectively, the "Guarantees").

II. DOCUMENTS REVIEWED

In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Transaction Documents" and the "Reviewed Documents"):

1. The Purchase Agreement, dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers;

2. The Indenture, dated as of May 15, 2025 (the "Indenture"), among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Collateral Agent");

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

4. The Preliminary Offering Memorandum, dated April 28, 2025, relating to the Notes (the "Preliminary Offering Memorandum");

5. The Final Offering Memorandum, dated May 14, 2025, relating to the Notes (the "Final Offering Memorandum," and together with the Preliminary Offering Memorandum, the "Offering Memoranda");

6. The global notes representing the Notes in definitive form, including (a) the Rule 144A Global Note (CUSIP 265387 AA 5; ISIN US265387AA51) and (b) the Regulation S Global Note (CUSIP C2085R AA 2; ISIN USC2085RAA24);

7. Certified copies of the resolutions of the Board of Directors of Dunmore Energy Holdings Ltd. adopted on May 9, 2025, authorizing the issuance of the Notes, the execution and delivery of the Transaction Documents, and the consummation of the transactions contemplated thereby;

8. Certified copies of the resolutions of the Board of Directors of Dunmore upstream Finance Corp. (Employer Identification Number 93-4728106) adopted on May 9, 2025, authorizing the issuance of the Notes, the execution and delivery of the Transaction Documents, and the consummation of the transactions contemplated thereby;

9. Certified copies of the resolutions of the board of directors (or, in the case of limited liability companies, the managing members or managers, as applicable) of each of the Guarantors, authorizing the execution and delivery of the Transaction Documents and the Guarantees and the performance of their respective obligations thereunder;

10. The Officers' Certificate of the Issuers, dated as of May 15, 2025, delivered pursuant to the Purchase Agreement; and

11. Such other documents, records, certificates, agreements, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of this opinion.

III. DEFINED TERMS

Capitalized terms used but not otherwise defined in this opinion letter have the meanings assigned to them in the Purchase Agreement or the Indenture, as applicable. In addition, the following terms have the meanings set forth below or as defined elsewhere in this opinion:

• "Securities Act" means the Securities Act of 1933, as amended.

• "Exchange Act" means the Securities Exchange Act of 1934, as amended.

• "Investment Company Act" means the Investment Company Act of 1940, as amended.

• "Rule 144A" means Rule 144A under the Securities Act.

• "Regulation S" means Regulation S under the Securities Act.

• "QIBs" means qualified institutional buyers as defined in Rule 144A(a)(1) under the Securities Act.

• "Notes" means the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 issued by the Issuers on the date hereof pursuant to the Indenture.

• "Issuers" means, collectively, the Company and the Co-Issuer.

• "Guarantors" means the six subsidiary guarantors identified in Section I above.

• "Initial Purchasers" means, collectively, Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC.

• "Purchase Agreement" means the Purchase Agreement, dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers.

• "Indenture" means the Indenture, dated as of May 15, 2025, among the Issuers, the Guarantors, and the Trustee and Collateral Agent.

• "Preliminary Offering Memorandum" means the Preliminary Offering Memorandum, dated April 28, 2025, relating to the Notes.

• "Final Offering Memorandum" means the Final Offering Memorandum, dated May 14, 2025, relating to the Notes.

IV. ASSUMPTIONS

In rendering the opinions set forth herein, we have, with your consent and without independent investigation or verification, relied upon and assumed the following:

A. General Assumptions

1. All documents, certificates, corporate records, and other instruments submitted to us for examination are authentic, complete, and accurate, and all signatures thereon (other than signatures of authorized officers or representatives of the Issuers and the U.S. Guarantors) are genuine.

2. All documents submitted to us as copies, whether certified or otherwise, conform to the originals thereof, and the originals of all such documents are authentic and complete.

3. All information, factual matters, representations, and statements of fact contained in the documents we have examined (including, without limitation, certificates delivered to us by officers and directors of the Issuers and the Guarantors) are true and correct as of the date of this opinion.

4. Each party to the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the other Transaction Documents (other than the Issuers and the U.S. Guarantors organized under the laws of the State of Delaware, as to which we opine separately) (a) has been duly organized or formed and is validly existing and in good standing under the laws of the jurisdiction of its organization or formation, (b) has all requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party, (c) has duly authorized, executed, and delivered each Transaction Document to which it is a party, and (d) each such Transaction Document constitutes a legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

5. The parties to the Transaction Documents have acted in good faith and without fraud or duress in connection with the negotiation, execution, delivery, and performance of the Transaction Documents.

B. Factual Assumptions Relevant to Securities Law Exemptions

6. Each Initial Purchaser has complied with, and will continue to comply with, all of the offering procedures, transfer restrictions, and selling restrictions set forth in the Purchase Agreement, the Preliminary Offering Memorandum, and the Final Offering Memorandum, including, without limitation, the restrictions on offers and sales of the Notes within the United States and to U.S. persons.

7. No form of general solicitation or general advertising (within the meaning of Rule 502(c) under Regulation D of the Securities Act) has been or will be used by the Issuers, the Initial Purchasers, or any person acting on behalf of any of the foregoing in connection with the offer and sale of the Notes, including, without limitation, (a) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio, or (b) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

8. Each purchaser of Notes offered and sold in reliance on Rule 144A is a QIB within the meaning of Rule 144A(a)(1) under the Securities Act and was, at the time of the offer and sale of the Notes, acting for its own account or the account of one or more QIBs. The Notes were offered and sold to each such purchaser only through negotiated transactions and not by means of any form of general solicitation or general advertising.

9. Each purchaser of Notes offered and sold in reliance on Regulation S is a non-U.S. person (as defined in Rule 902(k) of Regulation S), and each such offer and sale was made in an "offshore transaction" (as defined in Rule 902(h) of Regulation S). No offers of Notes to non-U.S. persons were made to a person in the United States.

10. Neither the Issuers nor any person acting on their behalf has engaged in, or will engage in, any "directed selling efforts" (as defined in Rule 902(c) of Regulation S) with respect to the Notes offered pursuant to Regulation S, including, without limitation, any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Notes.

11. None of the Issuers or the Guarantors is, or has at any time been, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, and none of the Issuers or the Guarantors is, or has at any time been, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act.

12. The representations and warranties of the Issuers, the Guarantors, and the Initial Purchasers set forth in the Purchase Agreement, including, without limitation, the representations set forth in Sections 1, 2, and 3 thereof, are true, complete, and correct in all material respects as of the date of the Purchase Agreement and as of the date hereof.

13. The offering restrictions, transfer restrictions, and resale limitations set forth in the Indenture and the Notes, including, without limitation, the legends imprinted on the Rule 144A Global Note and the Regulation S Global Note and the book-entry restrictions imposed through The Depository Trust Company, will be observed and complied with by all holders and transferees of the Notes.

14. The Issuers and their affiliates have not made and will not make any offers or sales of securities that would be integrated with the Offering in a manner that would require registration of the Notes under the Securities Act, and neither the Issuers nor any person acting on their behalf has offered or will offer the Notes in any manner that would require registration under the Securities Act (other than as contemplated by the Registration Rights Agreement).

V. OPINIONS

Based upon and subject to the foregoing assumptions, the qualifications and limitations set forth herein, and our examination of the Reviewed Documents and such matters of law as we have considered relevant, we are of the opinion that:

Opinion 1: No Registration Required Under the Securities Act

Assuming the accuracy of the representations and warranties of the Issuers, the Guarantors, and the Initial Purchasers contained in the Purchase Agreement, and assuming compliance by the Initial Purchasers with the offering procedures, selling restrictions, and transfer restrictions described in the Purchase Agreement, the Preliminary Offering Memorandum, and the Final Offering Memorandum, no registration of the Notes under the Securities Act is required in connection with (a) the offer and sale of the Notes by the Issuers to the Initial Purchasers pursuant to the Purchase Agreement, or (b) the initial resale of the Notes by the Initial Purchasers to subsequent purchasers in the manner contemplated by the Purchase Agreement and the Final Offering Memorandum. This opinion is rendered on the basis of the exemptions from registration discussed in Opinions 2, 3, and 4 below.

Opinion 2: Rule 144A Exemption

The offer and sale of the Notes to QIBs in reliance on Rule 144A under the Securities Act is exempt from the registration requirements of Section 5 of the Securities Act, provided that:

(i) the conditions of Rule 144A are satisfied, including, without limitation, the information delivery requirements of Rule 144A(d)(4) (which require, upon request of a holder of the Notes or a prospective purchaser designated by such holder, the provision of reasonably current financial and other information regarding the Issuers if, at the time of any transfer, the Issuers are not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act);

(ii) the Notes are offered and sold only to persons whom the Initial Purchasers and any person acting on behalf of the Initial Purchasers reasonably believe to be QIBs within the meaning of Rule 144A(a)(1) under the Securities Act, acting for their own account or the account of one or more QIBs; and

(iii) no form of general solicitation or general advertising (within the meaning of Rule 502(c) under Regulation D of the Securities Act) is used in connection with the offer and sale of the Notes in reliance on Rule 144A.

We note that Rule 144A is not an exemption from registration in and of itself but rather provides a safe harbor from the registration requirements of Section 5 of the Securities Act for resales of securities by persons other than the issuer of such securities. The offer and sale of the Notes by the Issuers to the Initial Purchasers is separately exempt pursuant to Section 4(a)(2) of the Securities Act, as discussed in Opinion 4 below.

Opinion 3: Regulation S Exemption

The offer and sale of the Notes to non-U.S. persons (as defined in Rule 902(k) of Regulation S) in offshore transactions (as defined in Rule 902(h) of Regulation S) in reliance on Regulation S under the Securities Act is exempt from the registration requirements of Section 5 of the Securities Act, provided that the requirements of Rule 903 of Regulation S are satisfied, including, without limitation:

(i) the offers and sales of the Notes are made in "offshore transactions" as defined in Rule 902(h) of Regulation S — that is, (A) the offers are not made to a person in the United States, and (B) either (1) at the time the buy order is originated, the buyer is outside the United States or the seller and any person acting on its behalf reasonably believe that the buyer is outside the United States, or (2) the transaction is executed in, on, or through the facilities of a designated offshore securities market;

(ii) no "directed selling efforts" (as defined in Rule 902(c) of Regulation S) are made in the United States by the Issuers, the Initial Purchasers, or their respective affiliates or any person acting on behalf of any of the foregoing;

(iii) the applicable offering restrictions of Regulation S are observed, including the distribution compliance period applicable to a Category 3 offering (as defined in Rule 903(b)(3) of Regulation S), which, for debt securities of a non-reporting foreign private issuer offered in reliance on Rule 903, requires a distribution compliance period of 40 calendar days following the Closing Date during which the Regulation S Notes may not be offered or sold to, or for the account or benefit of, a U.S. person (as defined in Rule 902(k) of Regulation S);

(iv) during the distribution compliance period, offers and sales of the Notes are not made to U.S. persons or for the account or benefit of U.S. persons (other than distributors), and any offer or sale of the Notes during the distribution compliance period is made only in accordance with Rule 903(b)(3) of Regulation S; and

(v) the Notes offered and sold in reliance on Regulation S bear the appropriate legends as required by Regulation S and the Indenture, and the Regulation S Global Note is maintained in a separate account at The Depository Trust Company through Stonefield Industries or Westmark & Co. during the distribution compliance period, in accordance with the transfer restrictions set forth in the Indenture.

We note that the Offering constitutes a Category 3 offering under Rule 903(b)(3) of Regulation S because (a) the Notes are debt securities of a non-reporting foreign private issuer, and (b) there is a substantial U.S. market interest in the debt securities of the Issuers (within the meaning of Rule 902(j) of Regulation S). Accordingly, the 40-day distribution compliance period and the related transactional restrictions described above are applicable.

Opinion 4: Section 4(a)(2) Exemption

The offer and sale of the Notes by the Issuers to the Initial Purchasers pursuant to the Purchase Agreement is exempt from the registration requirements of Section 5 of the Securities Act by virtue of Section 4(a)(2) thereof, which provides an exemption for "transactions by an issuer not involving any public offering," assuming that:

(i) neither the Issuers nor any person acting on their behalf has offered or sold the Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under Regulation D of the Securities Act;

(ii) the Notes have been offered and sold only to the Initial Purchasers, each of which the Issuers reasonably believe to be a sophisticated investor with sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Notes, and each of which has represented in the Purchase Agreement that it is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act;

(iii) the Issuers have made available to the Initial Purchasers and, through the Initial Purchasers, to each prospective purchaser of the Notes, the information required by Rule 144A(d)(4) under the Securities Act, including reasonably current financial statements and other information regarding the Issuers and the Guarantors; and

(iv) the number of offerees is limited and each offeree has access to the type of information that would be provided in a registration statement filed under the Securities Act and has the ability to ask questions and receive answers from the Issuers concerning the terms and conditions of the Offering.

In rendering this opinion, we have considered the factors enumerated by the United States Supreme Court in SEC v. Ralston Purina Co., 346 U.S. 119 (1953), and the interpretive guidance of the staff of the Securities and Exchange Commission regarding Section 4(a)(2), and we are satisfied that the Offering bears the hallmarks of a private placement transaction, including the sophistication of the Initial Purchasers, the absence of general solicitation or general advertising, and the imposition of transfer restrictions on the Notes.

Opinion 5: No Investment Company Registration Required

Assuming that none of the Issuers or the Guarantors is, and that after giving effect to the Offering and the application of the proceeds thereof as described in the Final Offering Memorandum (including, without limitation, the partial repayment of $450,000,000 aggregate principal amount of the existing 7.50% Senior Unsecured Notes due 2028, the allocation of approximately $250,000,000 to fund Cayar Offshore Phase II development capital expenditures, the allocation of approximately $114,750,000 to general corporate purposes, and the payment of approximately $22,500,000 in estimated fees, commissions, and expenses) none of the Issuers or the Guarantors will be, an "investment company" as defined in Section 3(a) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), or a company "controlled" by an "investment company" within the meaning of Section 2(a)(9) of the Investment Company Act, none of the Issuers or the Guarantors is required to register as an investment company under the Investment Company Act. We express no opinion as to whether any of the Issuers or the Guarantors may rely on any particular exclusion or exception from the definition of "investment company" under the Investment Company Act.

VI. QUALIFICATIONS AND LIMITATIONS

The opinions set forth in Section V above are subject to the following qualifications and limitations:

A. Jurisdictional Limitation

The opinions expressed herein are limited solely to (a) the federal securities laws of the United States of America (including the Securities Act, the Exchange Act, and the Investment Company Act and the rules and regulations promulgated thereunder) and (b) the laws of the State of New York, in each case as in effect on the date hereof. We express no opinion as to the laws, rules, regulations, or governmental orders 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 opinions as to the laws of such jurisdictions are being provided to the Initial Purchasers by the following firms, respectively: Kincaid & Moreau LLP (Cayman Islands); Abayomi Chambers (Nigeria); Theron Moss & Associates SARL (Senegal); and Cresswell & Greaves LLP (England and Wales). We have not reviewed such opinions and express no view as to the matters addressed therein.

B. Limitation on Subsequent Resales

The opinions expressed herein do not address, and should not be construed as addressing, the availability of any exemption from, or the compliance with, the registration requirements of the Securities Act in connection with any subsequent resale, transfer, pledge, or other disposition of the Notes by any person other than the Initial Purchasers. Any such subsequent transaction would need to be effected in compliance with, or pursuant to an exemption from, the registration requirements of the Securities Act and any applicable state securities laws. Holders of the Notes should consult their own legal counsel regarding the applicability of exemptions from registration under the Securities Act with respect to any proposed resale of the Notes.

C. Integration Risk

The opinions expressed herein assume that neither the Issuers nor any of their affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) has made or will make any offer or sale of any security (other than the Notes) that could be "integrated" with the Offering within the meaning of Rule 502(a) under Regulation D or the interpretive guidance of the Securities and Exchange Commission with respect to Section 4(a)(2) of the Securities Act, such that the Offering would fail to satisfy the conditions for exemption from registration under Section 4(a)(2) of the Securities Act, Rule 144A, or Regulation S. We express no opinion regarding whether any other offering of securities by the Issuers or their affiliates, whether currently being conducted or contemplated, could be integrated with the Offering.

D. No Ongoing Obligation

This opinion is rendered as of the date hereof, and we assume no obligation to advise you of, update, revise, or supplement this opinion to reflect any changes in applicable law (including any change in statute, rule, regulation, or judicial or administrative interpretation) or any changes in facts, circumstances, or conditions that may hereafter occur or come to our attention. Any change in applicable law or facts occurring after the date hereof could affect the opinions expressed herein.

E. Blue Sky / State Securities Laws

This opinion does not address the applicability of, or compliance with, the securities or "blue sky" laws of any state or territory of the United States or of any non-U.S. jurisdiction to the offer, sale, or resale of the Notes. The Initial Purchasers should consult with their own counsel regarding compliance with any applicable state securities or "blue sky" laws in connection with the offer and resale of the Notes.

F. Reliance on Representations

The opinions expressed herein are subject to, qualified by, and given in express reliance upon the accuracy, completeness, and continued validity of the representations, warranties, covenants, and agreements of the Issuers, the Guarantors, and the Initial Purchasers contained in the Purchase Agreement, including, without limitation, the representations and warranties regarding:

(a) the absence of general solicitation or general advertising in connection with the offer and sale of the Notes;

(b) the sophistication of, and the QIB status of, each purchaser of Notes offered and sold in reliance on Rule 144A;

(c) the non-U.S. person status of each purchaser of Notes offered and sold in reliance on Regulation S and the conduct of the Offering outside the United States in compliance with the offering restrictions of Regulation S;

(d) the accuracy, completeness, and absence of material misstatements or omissions in the information provided in the Final Offering Memorandum;

(e) the absence of directed selling efforts in the United States in connection with the offer and sale of the Notes pursuant to Regulation S; and

(f) the status of the Issuers and the Guarantors with respect to the Investment Company Act.

If any of the foregoing representations, warranties, or agreements is untrue, inaccurate, or incomplete in any material respect, the opinions expressed herein may be affected, and no assurance can be given that the conclusions expressed herein would remain unchanged.

VII. TRANSFER RESTRICTIONS

We note, for informational purposes and not as a separate opinion, the following matters relating to the transfer restrictions applicable to the Notes:

The Rule 144A Global Note and the Regulation S Global Note each bear restrictive legends as required by the Indenture, the Purchase Agreement, and applicable securities laws. The Rule 144A Global Note bears a legend stating, among other things, that the Notes represented thereby have not been registered under the Securities Act and may not be offered, sold, pledged, or otherwise transferred except (a) to a person whom the seller reasonably believes is a QIB acting for its own account or the account of one or more QIBs, in a transaction meeting the requirements of Rule 144A, (b) in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S, (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), or (d) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

The Regulation S Global Note bears a legend reflecting that the Notes represented thereby are being offered and sold in reliance on Regulation S and may not be offered, sold, or delivered within the United States or to, or for the account or benefit of, U.S. persons during the distribution compliance period of 40 calendar days following the Closing Date, except in accordance with Rule 144A or another available exemption from the registration requirements of the Securities Act.

In accordance with the Indenture, during the 40-day distribution compliance period applicable to the Category 3 offering under Rule 903(b)(3) of Regulation S, interests in the Regulation S Global Note may not be transferred to U.S. persons or within the United States, and transfers from the Regulation S Global Note to the Rule 144A Global Note may be made only upon receipt by the Trustee of a certification that the transferee is a QIB.

The Notes are issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No transfer of Notes in a denomination of less than $2,000 will be permitted under the Indenture.

VIII. OFFERING MEMORANDUM REFERENCES

We note that the Preliminary Offering Memorandum, dated April 28, 2025, and the Final Offering Memorandum, dated May 14, 2025, each contain legends, disclosures, and notices regarding the restrictions on offer, sale, and transfer of the Notes that are consistent with the exemptions from registration under the Securities Act relied upon in connection with the Offering. In particular, the Final Offering Memorandum:

(a) sets forth appropriate notices on its cover page and in the section entitled "Notice to Investors" stating that the Notes have not been registered under the Securities Act and are being offered and sold only (i) in the United States, to QIBs in reliance on Rule 144A, and (ii) outside the United States, to non-U.S. persons in offshore transactions in reliance on Regulation S;

(b) contains a section entitled "Transfer Restrictions" describing in detail the restrictions on resale and transfer applicable to each of the Rule 144A Notes and the Regulation S Notes, including the distribution compliance period, the certification requirements for transfers between the Rule 144A and Regulation S Global Notes, and the minimum denomination requirements;

(c) includes appropriate investor eligibility representations to be made by purchasers of the Notes, including representations regarding QIB status (for Rule 144A purchasers) and non-U.S. person status and offshore transaction requirements (for Regulation S purchasers); and

(d) discloses the use of proceeds from the Offering, the restrictions on transfer, and the terms and conditions of the Notes and the Guarantees in a manner consistent with the requirements of Rule 144A(d)(4) under the Securities Act.

We express no opinion as to the accuracy or completeness of the information contained in the Offering Memoranda, except to the extent expressly covered by any separate opinion delivered to you on the date hereof relating to such matters.

IX. RELIANCE AND BENEFIT

This opinion is being delivered to the Initial Purchasers solely for their benefit 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 for any other purpose, without our prior written consent in each instance.

This opinion may not be quoted, referred to, summarized, described, or filed with any governmental authority, regulatory body, or other person without our prior written consent, except (a) as may be required by applicable law or regulation (including any rule or regulation of any securities exchange or self-regulatory organization), (b) in connection with any legal, administrative, or regulatory proceeding arising out of or relating to the transactions contemplated by the Purchase Agreement, in which case reasonable prior notice shall be given to us, or (c) as provided in Section 7(d) of the Purchase Agreement or any similar provision of the other Transaction Documents.

Nothing in this opinion letter is intended to create any attorney-client relationship between this firm and any Initial Purchaser or any other person, or any duty or obligation on the part of this firm to any person other than the Issuers and the Guarantors, except as expressly set forth herein.

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SIGNATURE PAGE TO SECURITIES LAW OPINION LETTER

Very truly yours,