theron-moss-senegalese-opinion.docx

1016-00003 · Client 1016 · Legal Opinions

theron-moss-senegalese-opinion.docx DOCUMENT Capital Markets

46 / 79 ← → ✕

THERON MOSS & ASSOCIATES SARL Avocats — Conseil Juridique Rue Moussé Diop 22, Plateau Dakar, Senegal Telephone: +221 33 849 7200 Facsimile: +221 33 849 7210

May 15, 2025

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

Clarion Securities Inc. One Financial Center Boston, MA 02111

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

(each in its capacity as an Initial Purchaser)

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

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

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

cc: Dunmore Energy Holdings Ltd., 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002 (as Issuer)

Re: $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") issued by Dunmore Energy Holdings Ltd. (the "Issuer") and Dunmore upstream Finance Corp. (the "Co-Issuer" and, together with the Issuer, the "Issuers"), guaranteed by, inter alia, Dunmore Senegal S.A. (the "Senegalese Guarantor")

Ladies and Gentlemen:

1. INTRODUCTION AND ROLE

Theron Moss & Associates SARL ("we," "us," or "our firm") has acted as Senegalese counsel to Dunmore Energy Holdings Ltd. ("DEH" or the "Issuer") in connection with the issuance of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by DEH and Dunmore upstream Finance Corp. ("DUFC" and, together with DEH, the "Issuers"), as co-issuer. The Notes are guaranteed by certain subsidiaries of the Issuer, including Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal (the "Senegalese Guarantor" or "Dunmore Senegal").

This opinion is delivered pursuant to Section 7.01(g) of the Purchase Agreement dated May 12, 2025 (the "Purchase Agreement") among the Issuers, the guarantors party thereto (collectively, the "Guarantors"), and the Initial Purchasers, namely Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (collectively, the "Initial Purchasers"). Delivery of this opinion is a condition precedent to the closing of the purchase and sale of the Notes pursuant to the Purchase Agreement.

The preparation of this opinion has been supervised by Moustapha Sy, Lead Partner of our firm, who has directed the review and analysis of all matters of Senegalese law and OHADA (Organisation pour l'Harmonisation en Afrique du Droit des Affaires) law addressed herein. Our firm is duly qualified to practice law in the Republic of Senegal and is registered with the Barreau de Dakar (Dakar Bar Association).

This opinion is rendered solely under and with respect to the laws of the Republic of Senegal as in effect on the date hereof, including the OHADA Uniform Acts to the extent they are directly applicable in Senegal as a member state of OHADA. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of New York, the United States of America, the Cayman Islands, or any other jurisdiction.

Unless otherwise defined herein, capitalized terms used in this opinion have the meanings ascribed to them in the Indenture (as defined below).

2. DOCUMENTS EXAMINED

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

2.1 Transaction Documents

(a) The Indenture, dated as of May 15, 2025 (the "Indenture"), among DEH, as Issuer, DUFC, as Co-Issuer, the Guarantors (including Dunmore Senegal S.A.), and Northgate Trust Company, N.A., as Trustee and Collateral Agent (in such capacities, the "Trustee" and the "Collateral Agent," respectively).

(b) The guarantee provisions of the Indenture as they relate to Dunmore Senegal S.A. (the "Guarantee"), as set forth in Article X thereof and in the supplemental guarantee executed by Dunmore Senegal S.A.

(c) The Collateral Agreement (Senegal), dated as of May 15, 2025 (the "Senegalese Security Documents"), comprising (i) the nantissement (pledge) over movable assets, receivables, and contractual rights of Dunmore Senegal S.A., and (ii) the cession fiduciaire (fiduciary transfer of title) over designated receivables and related assets of Dunmore Senegal S.A., in each case granted in favor of Northgate Trust Company, N.A. as Collateral Agent for the benefit of the secured parties under the Indenture.

(d) The Purchase Agreement, dated May 12, 2025 (the "Purchase Agreement"), among the Issuers, the Guarantors, and the Initial Purchasers.

(e) The Intercreditor Agreement, dated as of May 15, 2025 (the "Intercreditor Agreement"), among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as agent under the revolving asset-based lending facility, the "ABL Agent"), the Issuers, and the Guarantors.

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

2.2 Corporate and Organizational Documents

(a) The statuts (articles of association) of Dunmore Senegal S.A., as most recently amended and currently in effect, including all amendments thereto filed with the Registre du Commerce et du Crédit Mobilier ("RCCM").

(b) The extrait du Registre du Commerce et du Crédit Mobilier (commercial register extract) for Dunmore Senegal S.A., dated May 8, 2025, issued by the Greffe du Tribunal Régional Hors Classe de Dakar (the "RCCM Extract").

(c) The certified copy of the resolutions of the Board of Directors (procès-verbal du Conseil d'Administration) of Dunmore Senegal S.A., dated May 5, 2025, authorizing the execution and delivery of the Guarantee and the Senegalese Security Documents and approving the transactions contemplated thereby, including the delegation of signature authority to designated officers of Dunmore Senegal S.A.

(d) The certified copy of the shareholder resolutions (procès-verbal de l'Assemblée Générale Extraordinaire) of Dunmore Senegal S.A., to the extent required under the statuts or the OHADA Uniform Act Relating to General Commercial Law (Acte Uniforme relatif au droit commercial général) and the OHADA Uniform Act Relating to Commercial Companies and Economic Interest Groups (Acte Uniforme relatif au droit des sociétés commerciales et du groupement d'intérêt économique), authorizing the entry into the Guarantee and the granting of the security interests under the Senegalese Security Documents.

2.3 Regulatory and Licensing Documents

(a) The Production Sharing Contract (the "PSC") for the Cayar Offshore Block, entered into between the Republic of Senegal, acting through the Ministère de l'Énergie (the "Ministry of Energy"), and Dunmore Senegal S.A., as contractor and operator, dated March 18, 2016, as amended by Amendment No. 1 thereto dated November 7, 2019 and Amendment No. 2 thereto dated February 14, 2023.

(b) The exploration permit (permis de recherche) No. PR-2016-037-CO, issued by the Ministry of Energy on April 22, 2016, and the exploitation authorization (autorisation d'exploitation) No. AE-2022-011-CO, issued by the Ministry of Energy on September 5, 2022, each relating to the Cayar Offshore Block (collectively, the "Permits").

(c) The environmental and social impact assessment approval (arrêté portant approbation de l'étude d'impact environnemental et social) issued by the Ministère de l'Environnement et du Développement Durable (the "Environmental Approval"), dated July 12, 2021, relating to exploration and exploitation activities on the Cayar Offshore Block.

(d) Such ministerial consents, approvals, or waivers as may have been issued by the Ministry of Energy or any other Senegalese governmental authority with respect to the granting of security interests over PSC rights and related assets, including the ministerial consent letter dated April 28, 2025, to the extent applicable.

2.4 Other Documents

(a) A certificate of incumbency and specimen signatures of authorized officers of Dunmore Senegal S.A., dated May 14, 2025, certified by the Secrétaire Général of Dunmore Senegal S.A.

(b) A certificate from the officers of Dunmore Senegal S.A. dated May 14, 2025 (the "Officer's Certificate"), confirming certain factual matters relied upon in this opinion, including, without limitation, that (i) Dunmore Senegal S.A. is not insolvent, (ii) no insolvency proceedings have been commenced against it, (iii) the Guarantee and the Senegalese Security Documents are within its corporate interest, and (iv) it is in material compliance with the PSC and the Permits.

(c) Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein, including a review of publicly available filings with the RCCM and searches of publicly available records of the Tribunal Régional Hors Classe de Dakar.

3. ASSUMPTIONS

In rendering the opinions expressed herein, we have relied upon and assumed the following, without independent verification:

3.1 General Assumptions

(a) The authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies (whether certified, conformed, photostatic, facsimile, or electronic), and the authenticity of the originals of such copies.

(b) The genuineness of all signatures on all documents examined by us, including signatures of public officials and notarial officials, and the authority of all persons who executed such documents on behalf of the relevant parties.

(c) The capacity, power, authority, and legal right of each party (other than Dunmore Senegal S.A.) to enter into, execute, deliver, and perform its respective obligations under each of the Transaction Documents to which it is a party, under all applicable laws of any relevant jurisdiction (other than Senegal).

(d) The due authorization, execution, and delivery of each Transaction Document by each party thereto (other than Dunmore Senegal S.A.), in accordance with the organizational documents of such party and the laws of the jurisdiction of its organization or formation.

(e) The validity, binding effect, and enforceability of each Transaction Document under its expressed governing law (other than Senegalese law), including, without limitation, the validity and enforceability of the Indenture and the Purchase Agreement under the laws of the State of New York.

(f) That the choice of the laws of the State of New York as the governing law of the Indenture and the Purchase Agreement is a valid choice of law and would be recognized and given effect by a Senegalese court under applicable Senegalese conflict-of-laws principles, including Article 851 of the Code de la Famille (to the extent applicable by analogy to contractual obligations) and general principles of Senegalese private international law, subject in all cases to Senegalese mandatory rules (lois de police) and considerations of Senegalese public policy (ordre public international).

3.2 Specific Assumptions

(a) That all filings, registrations, and recordings required to perfect the security interests created under the Senegalese Security Documents under Senegalese law and OHADA law have been or will be duly made following the date hereof, in the manner and within the time periods prescribed by the applicable provisions of the OHADA Uniform Act on Security Interests (Acte Uniforme portant organisation des sûretés, as revised on December 15, 2010, the "OHADA Security Act") and the relevant procedural rules governing the RCCM. We express no opinion as to whether such perfection steps have been completed as of the date hereof.

(b) That the information and factual statements contained in the Officer's Certificate dated May 14, 2025 are accurate, complete, and up-to-date as of the date hereof, and that no material change in any of the facts stated therein has occurred since the date of the Officer's Certificate.

(c) That Dunmore Senegal S.A. is solvent as of the date hereof, that it has not ceased payments (cessation des paiements) within the meaning of the OHADA Uniform Act on Collective Proceedings for the Clearing of Debts (Acte Uniforme portant organisation des procédures collectives d'apurement du passif, the "OHADA Insolvency Act"), and that no insolvency proceedings, including règlement préventif (preventive settlement), redressement judiciaire (judicial reorganization), or liquidation des biens (liquidation of assets), have been commenced, filed for, or threatened against Dunmore Senegal S.A. as of the date hereof.

(d) That adequate consideration has been given for the obligations of Dunmore Senegal S.A. under the Guarantee and the Senegalese Security Documents, that such obligations constitute a genuine corporate benefit (intérêt social) to Dunmore Senegal S.A., and that the entry by Dunmore Senegal S.A. into the Guarantee and the Senegalese Security Documents does not constitute an abuse of corporate assets (abus de biens sociaux) or an act in excess of or contrary to the corporate objects set forth in the statuts of Dunmore Senegal S.A. We have relied on the Officer's Certificate and the resolutions of the Board of Directors of Dunmore Senegal S.A. as the basis for this assumption.

4. OPINIONS

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

4.1 Due Organization and Existence

(a) Dunmore Senegal S.A. is a société anonyme duly organized, validly existing, and in good standing under the laws of the Republic of Senegal, including the OHADA Uniform Act Relating to Commercial Companies and Economic Interest Groups (Acte Uniforme relatif au droit des sociétés commerciales et du groupement d'intérêt économique, the "OHADA Companies Act") and the OHADA Uniform Act Relating to General Commercial Law. Dunmore Senegal S.A. was incorporated in accordance with the requirements of the OHADA Companies Act and Senegalese law, and its incorporation has not been challenged or annulled.

(b) Dunmore Senegal S.A. is duly registered with the Registre du Commerce et du Crédit Mobilier (RCCM) maintained at the Greffe du Tribunal Régional Hors Classe de Dakar, as evidenced by the RCCM Extract dated May 8, 2025. Its registration number and identifying particulars are current and in order.

(c) Dunmore Senegal S.A. has the corporate power and capacity under its statuts and applicable Senegalese and OHADA law to own, lease, and operate its assets, including its interests in the Cayar Offshore Block under the PSC, and to conduct its business as presently conducted in the Republic of Senegal, including exploration and exploitation activities in the hydrocarbon sector.

(d) Dunmore Senegal S.A. has the corporate power and capacity to execute, deliver, and perform its obligations under the Guarantee and the Senegalese Security Documents to which it is a party, and such actions fall within the scope of the corporate objects (objet social) set forth in its statuts.

4.2 Corporate Authorization

(a) The execution, delivery, and performance by Dunmore Senegal S.A. of the Guarantee and the Senegalese Security Documents have been duly authorized by all necessary corporate action under the OHADA Companies Act and the statuts of Dunmore Senegal S.A. Specifically, the Board of Directors (Conseil d'Administration) of Dunmore Senegal S.A., at a meeting duly convened and held on May 5, 2025, adopted resolutions approving the entry by Dunmore Senegal S.A. into the Guarantee and the Senegalese Security Documents and delegating authority to designated officers to execute such documents on behalf of the company. To the extent required by the statuts or the OHADA Companies Act for the grant of guarantees or security interests of the nature and magnitude contemplated by the Transaction Documents, shareholder approval has also been obtained by resolutions adopted at an extraordinary general meeting of shareholders (Assemblée Générale Extraordinaire) of Dunmore Senegal S.A.

(b) No further corporate approvals, consents, or authorizations are required on the part of Dunmore Senegal S.A., its Board of Directors, its shareholders, or any other internal corporate body for the execution, delivery, and performance by Dunmore Senegal S.A. of the Guarantee and the Senegalese Security Documents.

4.3 No Conflict

(a) The execution, delivery, and performance by Dunmore Senegal S.A. of the Guarantee and the Senegalese Security Documents do not and will not violate or conflict with:

(i) the statuts of Dunmore Senegal S.A., as currently in effect;

(ii) any applicable Senegalese law, decree, regulation, arrêté, circular, or order of any Senegalese governmental, judicial, or regulatory authority of which we are aware; or

(iii) the terms, conditions, or provisions of the PSC for the Cayar Offshore Block, as amended to date.

(b) No Senegalese governmental consent, approval, license, or authorization is required for the execution, delivery, and performance by Dunmore Senegal S.A. of the Guarantee and the Senegalese Security Documents, other than:

(i) the filings and registrations required to perfect the nantissement and the cession fiduciaire with the RCCM and, where applicable, the notification to debtors of assigned receivables, as described in Section 4.8 below; and

(ii) any consent of the Ministry of Energy required under the PSC for the assignment or encumbrance of PSC rights or interests, which consent, based on our review of the PSC terms and the ministerial consent letter dated April 28, 2025, has been obtained or is not required under the applicable provisions of the PSC.

4.4 PSC Compliance — Cayar Offshore Block

(a) Based on our review of the PSC for the Cayar Offshore Block and the amendments thereto, Dunmore Senegal S.A. is the duly appointed operator and contractor under the PSC. The PSC was executed in accordance with applicable Senegalese petroleum legislation, including Law No. 2019-03 of January 1, 2019 (Code Pétrolier), and Dunmore Senegal S.A.'s appointment as operator has not been revoked, suspended, or challenged.

(b) The PSC is in full force and effect as of the date hereof, and Dunmore Senegal S.A. is in material compliance with its obligations thereunder, including its work program commitments, financial reporting obligations, and local content requirements. This opinion is based on the representations and confirmations contained in the Officer's Certificate dated May 14, 2025, and our review of the relevant documentation made available to us. We have not independently verified the operational or financial status of Dunmore Senegal S.A.'s activities under the PSC.

(c) The exploration permit (permis de recherche) No. PR-2016-037-CO and the exploitation authorization (autorisation d'exploitation) No. AE-2022-011-CO issued by the Ministry of Energy for the Cayar Offshore Block are, based on our review, valid and subsisting as of the date hereof. We have verified that the exploration permit has been duly renewed and that the exploitation authorization remains within its stated term and has not been revoked, suspended, or made subject to any administrative proceedings of which we are aware.

(d) The granting of security interests over Dunmore Senegal S.A.'s rights under and interests in the PSC (including its revenue entitlements, contractor share of profit oil, and cost oil recoveries) in favor of the Collateral Agent is not prohibited by the terms of the PSC, subject to applicable notice or consent requirements set forth in the PSC. To the extent that such notice or consent requirements exist under the PSC, they have been satisfied, as evidenced by the ministerial consent letter dated April 28, 2025, and the relevant notice correspondence in our files.

(e) The Republic of Senegal's participation rights, carried interest, and any state participation entitlements under the PSC (including the participation interest held by Petrosen, the national oil company) do not, in and of themselves, invalidate, impair, or diminish the security interests granted by Dunmore Senegal S.A. under the Senegalese Security Documents. The security interests attach only to Dunmore Senegal S.A.'s own contractual rights and revenue entitlements under the PSC and do not purport to encumber the Republic of Senegal's or Petrosen's respective interests thereunder.

4.5 Validity and Enforceability of the Guarantee

(a) The obligations of Dunmore Senegal S.A. under the Guarantee, as set forth in Article X of the Indenture and the supplemental guarantee executed by Dunmore Senegal S.A., constitute valid, legally binding, and enforceable obligations of Dunmore Senegal S.A. under Senegalese law, subject to the qualifications set forth in Section 5 of this opinion. The Guarantee is enforceable against Dunmore Senegal S.A. in accordance with its terms, to the extent such terms are consistent with applicable Senegalese mandatory rules and public policy.

(b) The concept of upstream guarantees (where a subsidiary guarantees the obligations of its parent) and cross-stream guarantees (where an affiliate guarantees the obligations of a related company) is recognized and valid under Senegalese law as governed by the OHADA Companies Act, provided that (i) the guarantee falls within the corporate objects (objet social) of the guarantor as set forth in its statuts, (ii) the guarantee has been duly authorized by the competent corporate body (Board of Directors and, where required, the shareholders), and (iii) the guarantee serves the corporate interest (intérêt social) of the guarantor, taking into account the group interest (intérêt du groupe) where the guarantor is part of a corporate group. Based on our review of the statuts of Dunmore Senegal S.A., the Board of Directors and shareholder resolutions, and the Officer's Certificate, we are satisfied that the Guarantee meets these requirements.

4.6 Validity and Enforceability of the Nantissement

(a) The nantissement (pledge) granted by Dunmore Senegal S.A. over its movable assets, including equipment (matériel et outillage), receivables (créances), and contractual rights under the PSC (including the right to receive cost oil and profit oil payments), in favor of Northgate Trust Company, N.A. as Collateral Agent, constitutes a valid pledge under the OHADA Uniform Act on Security Interests (Acte Uniforme portant organisation des sûretés, as revised). The nantissement has been constituted in compliance with the formal requirements of the OHADA Security Act, including the requirement for a written instrument identifying the secured obligation, the pledgor, the secured creditor, and the pledged assets.

(b) The nantissement will, upon due registration with the RCCM at the location of the registered office of Dunmore Senegal S.A. in Dakar, in accordance with Articles 150 et seq. of the OHADA Security Act, create a valid and enforceable security interest over the pledged assets, ranking in accordance with its terms and the date and time of its registration with the RCCM. Until such registration is effected, the nantissement will not be enforceable against third parties (opposable aux tiers).

(c) The description of the collateral in the Senegalese Security Documents is sufficient under Senegalese law and the OHADA Security Act to identify the pledged assets. The OHADA Security Act permits the pledge of present and future assets, provided that such assets are determinable or identifiable, and we are satisfied that the collateral description in the Senegalese Security Documents meets this standard.

4.7 Validity and Enforceability of the Cession Fiduciaire

(a) The cession fiduciaire (fiduciary transfer of title) granted by Dunmore Senegal S.A. over designated assets, including receivables arising under the PSC (such as amounts owed by the Republic of Senegal or its agencies in respect of cost oil and profit oil entitlements) and receivables under offtake contracts with third-party purchasers, in favor of the Collateral Agent, constitutes a valid fiduciary security transfer under the OHADA Security Act. The cession fiduciaire complies with the requirements of Articles 80 et seq. of the OHADA Security Act, including the requirement for a written instrument specifying the transferred assets, the secured obligations, and the conditions of the transfer.

(b) Upon compliance with the formalities required under the OHADA Security Act, including (i) notification (signification) to the debtors of the assigned receivables or, alternatively, acceptance (acceptation) by such debtors in a document bearing a certain date (date certaine), and (ii) where applicable, registration of the fiduciary transfer with the RCCM, the cession fiduciaire will be enforceable against Dunmore Senegal S.A. and third parties, including creditors of Dunmore Senegal S.A.

(c) The Collateral Agent's interest under the cession fiduciaire, to the extent perfected prior to the commencement of any insolvency proceedings (procédures collectives) against Dunmore Senegal S.A., is not subject to the collective proceedings moratorium (suspension des poursuites individuelles) provided for under the OHADA Insolvency Act. The fiduciary transfer operates as a transfer of title to the Collateral Agent and, once perfected, the transferred assets are no longer part of the estate of the debtor (masse des créanciers) in insolvency proceedings. This opinion is, however, subject to the qualification in Section 5.2 below regarding the suspect period (période suspecte) and the risk of avoidance of transactions entered into during such period.

4.8 Perfection Requirements

(a) The following perfection steps are required under Senegalese and OHADA law to ensure that the security interests created under the Senegalese Security Documents are fully perfected and enforceable against third parties:

(i) Registration of the nantissement with the RCCM: The nantissement must be registered with the RCCM at the location of the registered office of Dunmore Senegal S.A. (i.e., the RCCM maintained by the Greffe du Tribunal Régional Hors Classe de Dakar). Registration must be effected by filing the prescribed application (demande d'inscription) together with a certified copy of the nantissement agreement and payment of the applicable registration fees. Under the OHADA Security Act, the nantissement takes effect against third parties from the date of its registration with the RCCM.

(ii) Notification to debtors of assigned receivables under the cession fiduciaire: In order for the cession fiduciaire to be enforceable against the debtors of the assigned receivables (including the Republic of Senegal, Petrosen, and any offtake purchasers), notification (signification) of the transfer must be served on each such debtor, or such debtor must execute an acceptance (acceptation) of the transfer in a document bearing a certain date. The notification must identify the assigned receivables and the identity of the Collateral Agent as transferee.

(iii) Additional filings or registrations with respect to specific categories of assets: To the extent that the pledged or transferred assets include rights under oil and gas concessions or permits, additional filings or notifications may be required with the Ministry of Energy or the relevant concession registry, if any such registry exists under Senegalese petroleum legislation. Based on our review of applicable Senegalese law, no separate concession rights registry currently exists for the purpose of recording security interests over PSC rights, and the RCCM registration described in clause (i) above is the principal means of perfection.

(b) We have been advised by Calderwood & Harkness LLP, as counsel to the Issuer, that such perfection steps will be taken promptly following the closing date of May 15, 2025, and that the necessary filing documents and notifications have been prepared. This opinion does not address whether such perfection steps have been completed as of the date hereof, and the opinions expressed in Sections 4.6, 4.7, and 4.9 with respect to enforceability against third parties and priority are conditioned upon completion of such perfection steps.

4.9 Priority

(a) Upon due perfection in accordance with the steps described in Section 4.8 above, the nantissement and the cession fiduciaire will rank as first-priority security interests over the relevant assets of Dunmore Senegal S.A., subject to:

(i) the terms of the Intercreditor Agreement as between the Notes Collateral Agent and the ABL Agent, which may provide for certain relative priorities and enforcement standstill arrangements among the secured creditors;

(ii) statutory preferences and liens (privilèges) having priority under Senegalese law, including but not limited to fiscal claims of the Senegalese tax authorities (Trésor Public), employee wage and benefit claims (including claims for unpaid salaries and social security contributions), and the general privilege of the Senegalese Treasury, which by operation of law rank ahead of contractual security interests regardless of the date of perfection; and

(iii) any prior-ranking security interests, liens, or encumbrances over the assets of Dunmore Senegal S.A. that may have been registered with the RCCM or otherwise perfected prior to the registration of the nantissement and the cession fiduciaire, of which we are not aware based on our searches of publicly available RCCM records conducted as of May 13, 2025.

4.10 Enforcement

(a) The Collateral Agent may enforce the security interests created by the Senegalese Security Documents in accordance with the provisions of the OHADA Security Act. Available enforcement remedies include:

(i) in the case of the nantissement, judicial sale (vente forcée) of the pledged assets pursuant to a court order, or, if agreed upon in the nantissement agreement and permitted under the OHADA Security Act, attribution of the pledged assets to the Collateral Agent by judicial decision (attribution judiciaire);

(ii) in the case of the cession fiduciaire, appropriation of the transferred assets by the Collateral Agent, who, as holder of fiduciary title, may retain the transferred receivables and apply the proceeds thereof to the secured obligations, or dispose of the transferred assets and apply the proceeds to the secured obligations, in each case subject to any duty to account for surplus proceeds to Dunmore Senegal S.A.

(b) Enforcement by a foreign collateral agent, specifically Northgate Trust Company, N.A., a national banking association organized under the laws of the United States, is permissible under Senegalese law. However, to the extent enforcement proceedings must be conducted before Senegalese courts or require actions to be taken in Senegal, the Collateral Agent may be required to appoint a local agent or representative (mandataire) authorized to act on its behalf in Senegalese legal proceedings. We note that the Senegalese Security Documents provide for the appointment of such a local agent, which appointment satisfies the requirements of Senegalese procedural law in this regard.

4.11 Choice of Law and Submission to Jurisdiction

(a) To the extent that the Senegalese Security Documents are expressed to be governed by the laws of the Republic of Senegal, such choice of governing law is valid and effective.

(b) To the extent that other Transaction Documents, including the Indenture and the Purchase Agreement, are expressed to be governed by the laws of the State of New York, a Senegalese court would generally recognize and give effect to such choice of law, in accordance with Senegalese principles of private international law that generally uphold party autonomy in the selection of governing law for contractual obligations. Such recognition is, however, subject to Senegalese mandatory rules (lois de police) — that is, provisions of Senegalese law that are applicable irrespective of the governing law chosen by the parties — and to the requirements of Senegalese international public policy (ordre public international). Provisions of New York law that contravene Senegalese mandatory rules or public policy would not be given effect by a Senegalese court.

(c) A final and conclusive judgment of a court sitting in the State of New York (or any other foreign jurisdiction) would not be directly enforceable in Senegal. Enforcement of such a foreign judgment in Senegal would require the commencement of exequatur proceedings before the competent Senegalese court (the Tribunal Régional), pursuant to Articles 787 et seq. of the Senegalese Code de Procédure Civile. In such exequatur proceedings, the Senegalese court would review the foreign judgment and may examine whether (i) the foreign court had jurisdiction under applicable rules of international jurisdiction, (ii) the judgment was rendered in conformity with procedural fairness and due process, (iii) the judgment is not contrary to Senegalese public policy, (iv) the judgment is final and non-appealable in the jurisdiction of origin, and (v) the judgment does not conflict with a prior judgment rendered by a Senegalese court. The Senegalese court may, in certain circumstances, undertake a review on the merits (révision au fond) of the foreign judgment, although this practice has been subject to evolving jurisprudence.

4.12 No Withholding Tax

(a) Under current Senegalese tax law, including the Code Général des Impôts (General Tax Code) as in effect on the date hereof, payments by Dunmore Senegal S.A. under the Guarantee to the Trustee, the Collateral Agent, or the holders of the Notes are not subject to withholding tax in Senegal, provided that such payments are properly characterized as guarantee payments (paiements au titre de la garantie) and not as interest (intérêts) or other income subject to withholding under Senegalese tax law. To the extent that any payment by Dunmore Senegal S.A. under the Guarantee is recharacterized by the Senegalese tax authorities as interest or as a payment of a similar nature, such payment may be subject to withholding tax at the rate of 16% under Article 204 of the Code Général des Impôts, subject to any applicable relief under a bilateral tax treaty between the Republic of Senegal and the country of residence of the recipient. We express no opinion as to the availability of treaty relief.

(b) No stamp duty (droit de timbre) or registration tax (droit d'enregistrement) is payable in Senegal on the Guarantee or the Senegalese Security Documents, other than (i) the registration fees payable upon filing the nantissement with the RCCM, which are assessed on a fixed-fee basis, and (ii) such nominal stamp duties as may be payable on the Senegalese Security Documents to the extent they are submitted for registration with the Senegalese tax authorities or used in judicial proceedings in Senegal.

5. QUALIFICATIONS

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

5.1 Insolvency Qualification

The opinions expressed above are subject to applicable insolvency, bankruptcy, reorganization, moratorium, and similar laws affecting creditors' rights generally, including, without limitation, the OHADA Uniform Act on Collective Proceedings for the Clearing of Debts (Acte Uniforme portant organisation des procédures collectives d'apurement du passif), as revised on September 10, 2015 (the "OHADA Insolvency Act"). The OHADA Insolvency Act provides for, among other things, a moratorium on individual enforcement actions (suspension des poursuites individuelles) upon the commencement of collective proceedings, the subordination of contractual claims to certain statutory priorities, and the potential restructuring or discharge of the obligations of an insolvent debtor. In the event that Dunmore Senegal S.A. becomes subject to collective proceedings (procédures collectives), including règlement préventif, redressement judiciaire, or liquidation des biens, the enforcement of the Guarantee and the Senegalese Security Documents may be limited, delayed, or rendered unenforceable, in whole or in part.

5.2 Hardening Period / Suspect Period (*Période Suspecte*)

Under the OHADA Insolvency Act, security interests and certain transactions entered into during the suspect period (période suspecte) — being the period between the date of cessation of payments (cessation des paiements) as determined by the court and the date of the opening judgment (jugement d'ouverture) of collective proceedings — may be subject to avoidance (inopposabilité) or nullity (nullité). Articles 67 through 69 of the OHADA Insolvency Act provide that certain acts are void as of right (nullités de droit) if entered into during the suspect period, including the granting of security interests over pre-existing debts, and that other acts may be avoided at the discretion of the court (nullités facultatives) if they are prejudicial to the collective interest of creditors. This opinion assumes that the Senegalese Security Documents are not being granted during any such suspect period and that Dunmore Senegal S.A. has not ceased payments as of the date hereof. We have relied on the Officer's Certificate for this assumption.

5.3 Mandatory Law and Public Policy

The enforceability of the Guarantee and the Senegalese Security Documents is subject to Senegalese mandatory laws (lois de police) and public policy (ordre public), which may restrict, override, or invalidate certain contractual provisions contained therein. In particular, provisions that purport to waive statutory protections afforded to debtors, or that impose obligations that are manifestly disproportionate, unconscionable, or contrary to fundamental principles of Senegalese law, may be held unenforceable by a Senegalese court. Certain procedural requirements under Senegalese law, including requirements for judicial intervention in the enforcement of security interests, cannot be waived contractually.

5.4 Corporate Benefit / *Abus de Biens Sociaux*

The Guarantee and the Senegalese Security Documents are subject to the requirement under Senegalese and OHADA law that the guarantee serves the corporate interest (intérêt social) of Dunmore Senegal S.A. and does not constitute an abuse of corporate assets (abus de biens sociaux) within the meaning of Articles 891 et seq. of the OHADA Companies Act. Under Senegalese criminal law, the managers or directors of a company who cause the company to grant guarantees or assume obligations that are contrary to its corporate interest, or that are made for personal purposes or for purposes foreign to the interests of the company, may be subject to criminal liability for abus de biens sociaux. A guarantee that is subsequently found to have been granted without adequate corporate benefit may be challenged and potentially annulled. We have assumed, based on the Officer's Certificate and our review of the Board of Directors resolutions, that adequate corporate benefit exists and that the Guarantee has been granted in the interest of the Dunmore Energy group as a whole, which constitutes a recognized basis for the corporate benefit of a subsidiary guarantor under OHADA jurisprudence.

5.5 Foreign Currency Obligations

To the extent that the obligations of Dunmore Senegal S.A. under the Guarantee are denominated in United States dollars, a Senegalese court may, in enforcement proceedings, convert such obligations into West African CFA francs (XOF) at the exchange rate prevailing at the date of judgment or the date of payment. The Republic of Senegal is a member of the West African Economic and Monetary Union (WAEMU / Union Économique et Monétaire Ouest Africaine — UEMOA), and the CFA franc is the legal tender. While Senegalese law does not generally prohibit contractual obligations denominated in foreign currencies, enforcement of such obligations may be subject to foreign exchange regulations administered by the Banque Centrale des États de l'Afrique de l'Ouest (BCEAO) and the applicable WAEMU regulations. We express no opinion as to whether any foreign exchange approvals are required in connection with payments under the Guarantee, although we note that current WAEMU regulations generally permit capital account transactions by entities engaged in the extractive industries, subject to reporting requirements.

5.6 Government Approvals

Certain activities of Dunmore Senegal S.A. as operator of the Cayar Offshore Block are subject to ongoing regulatory oversight and supervision by the Ministry of Energy, the Comité National de Suivi Pétrolier et Gazier (COS-Petrogaz), and other Senegalese governmental authorities. The continued validity of the PSC and the Permits is dependent on Dunmore Senegal S.A.'s ongoing compliance with applicable regulations, PSC terms, and permit conditions, including work program obligations, environmental requirements, local content obligations, and reporting duties. Any material breach of the PSC or the Permits could result in their suspension, amendment, or termination by the Republic of Senegal, which would materially affect the value of the assets over which the security interests have been granted. We express no opinion as to Dunmore Senegal S.A.'s future compliance with such obligations.

5.7 Limitation on Enforcement of Foreign Judgments

As stated in Section 4.11(c) above, a final judgment obtained in a court in the State of New York or any other foreign jurisdiction would not be directly enforceable in Senegal. An exequatur proceeding before a Senegalese court would be required, and the Senegalese court would examine the judgment in accordance with the conditions set forth in the Senegalese Code de Procédure Civile. In particular, the Senegalese court retains the power to review the substance of the foreign judgment (révision au fond) in certain circumstances, and there can be no assurance that a Senegalese court would grant exequatur to a foreign judgment in all cases or without modification. The time required to obtain exequatur may be significant and may vary depending on the caseload and procedural requirements of the relevant Senegalese court.

5.8 Environmental and Social Laws

The opinions expressed herein do not address, and we express no opinion on, compliance by Dunmore Senegal S.A. with Senegalese environmental, health, safety, or social legislation, including the Code de l'Environnement (Law No. 2001-01 of January 15, 2001) and its implementing decrees, except to the extent of confirming the existence of the Environmental Approval referenced in Section 2.3(c) above. Compliance with Senegalese environmental and social legislation is an ongoing obligation, and any failure to comply therewith could result in administrative sanctions, fines, or the suspension or revocation of permits, which could affect the assets and operations of Dunmore Senegal S.A.

6. RELIANCE AND BENEFIT

This opinion is rendered solely for the benefit of the addressees named above — namely, Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, in their capacity as Initial Purchasers — and for the benefit of Calderwood & Harkness LLP (as counsel to the Issuer), Whitfield Baxter & Cohn LLP (as counsel to the Initial Purchasers), Northgate Trust Company, N.A. (as Trustee and Collateral Agent), and Dunmore Energy Holdings Ltd. (as Issuer), in each case solely in connection with the transactions contemplated by the Transaction Documents. This opinion may not be relied upon by any other person or entity without our prior written consent.

Notwithstanding the foregoing, holders of the Notes from time to time may rely on this opinion to the same extent as the Initial Purchasers, as if this opinion were addressed to and delivered directly to such holders. Such reliance is permitted without the need for further written consent from our firm.

This opinion is limited to the laws of the Republic of Senegal, including the OHADA Uniform Acts as applicable in Senegal, in each case as in effect on the date hereof. We undertake no obligation to update, supplement, or revise this opinion for any changes in applicable law, regulation, judicial interpretation, or fact that may occur after the date hereof. This opinion speaks only as of its date, and no inference should be drawn from our delivery of this opinion that we are aware of any matter or development that may affect the opinions expressed herein subsequent to the date hereof.

7. GOVERNING LANGUAGE

This opinion has been prepared and delivered in the English language. In the event of any conflict or inconsistency between the English-language version of this opinion and any French-language translation that may be prepared for any purpose, the English-language version shall prevail for purposes of the addressees' reliance on this opinion, provided, however, that in any Senegalese judicial, administrative, or regulatory proceeding, the French-language text of applicable laws, regulations, decrees, and the OHADA Uniform Acts shall govern the interpretation of the legal provisions referenced herein, and any French-language version of this opinion, if submitted in such proceedings, shall be given effect in accordance with Senegalese procedural rules.

[Remainder of page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO SENEGALESE LAW OPINION

Very truly yours,

THERON MOSS & ASSOCIATES SARL

By: ________

Name: Moustapha Sy

Title: Lead Partner

Rue Moussé Diop 22, Plateau Dakar, Senegal Telephone: +221 33 849 7200 Facsimile: +221 33 849 7210

Email: m.sy@theronmoss.sn

SCHEDULE A

List of Documents Examined

The following documents were examined in connection with the preparation of this opinion, as referenced in Section 2 hereof:

A. Transaction Documents (Section 2.1)

B. Corporate and Organizational Documents (Section 2.2)

C. Regulatory and Licensing Documents (Section 2.3)

D. Other Documents (Section 2.4)

SCHEDULE B

Summary of Perfection Steps and Filing Requirements for the Nantissement and Cession Fiduciaire

The following is a summary of the principal perfection steps required under Senegalese law and the OHADA Uniform Act on Security Interests to ensure that the security interests created under the Senegalese Security Documents are fully perfected and enforceable against Dunmore Senegal S.A. and third parties:

I. Nantissement (Pledge over Movable Assets)

II. Cession Fiduciaire (Fiduciary Transfer of Title over Receivables)

III. Additional Steps (if applicable)

This Schedule B is provided for informational purposes only and does not constitute a legal opinion. The perfection steps summarized herein are subject to the detailed requirements of the OHADA Uniform Act on Security Interests, the OHADA Uniform Act on General Commercial Law, and applicable Senegalese procedural rules. Parties should consult with Senegalese counsel to ensure compliance with all applicable requirements.

No.	Document	Date
1	Indenture among DEH, DUFC, the Guarantors, and Northgate Trust Company, N.A.	May 15, 2025
2	Guarantee provisions of the Indenture relating to Dunmore Senegal S.A.	May 15, 2025
3	Collateral Agreement (Senegal) — nantissement and cession fiduciaire	May 15, 2025
4	Purchase Agreement among the Issuers, the Guarantors, and the Initial Purchasers	May 12, 2025
5	Intercreditor Agreement among Northgate Trust Company, N.A., Velthorn National Bank, N.A., the Issuers, and the Guarantors	May 15, 2025
No.	Document	Date
6	Statuts (articles of association) of Dunmore Senegal S.A.	As amended and currently in effect
7	Extrait du Registre du Commerce et du Crédit Mobilier (RCCM Extract)	May 8, 2025
8	Board of Directors resolutions (procès-verbal du Conseil d'Administration)	May 5, 2025
9	Shareholder resolutions (procès-verbal de l'Assemblée Générale Extraordinaire)	To the extent required
No.	Document	Date
10	Production Sharing Contract (Cayar Offshore Block), as amended	March 18, 2016 (as amended November 7, 2019 and February 14, 2023)
11	Exploration permit (permis de recherche) No. PR-2016-037-CO	April 22, 2016
12	Exploitation authorization (autorisation d'exploitation) No. AE-2022-011-CO	September 5, 2022
13	Environmental and social impact assessment approval	July 12, 2021
14	Ministerial consent letter (Ministry of Energy)	April 28, 2025
No.	Document	Date
15	Certificate of incumbency and specimen signatures	May 14, 2025
16	Officer's Certificate	May 14, 2025
17	Other documents, certificates, records, and instruments	Various
Step	Description	Filing Authority	Applicable Law	Timing
1	Preparation and execution of the nantissement agreement in writing, identifying the secured obligation, the pledgor, the secured creditor (Collateral Agent), and the pledged assets	N/A	OHADA Security Act, Art. 125 et seq.	Completed at closing (May 15, 2025)
2	Filing of the demande d'inscription (application for registration) with the RCCM at the registered office of Dunmore Senegal S.A.	Greffe du Tribunal Régional Hors Classe de Dakar	OHADA Security Act, Art. 150 et seq.; OHADA Uniform Act on General Commercial Law	Promptly following closing
3	Payment of applicable RCCM registration fees	Greffe du Tribunal Régional Hors Classe de Dakar	Senegalese fee schedule	At time of filing

4	Confirmation of registration and issuance of registration certificate	Greffe du Tribunal Régional Hors Classe de Dakar	OHADA Security Act	Upon completion of registration
Step	Description	Filing Authority / Counterparty	Applicable Law	Timing
1	Preparation and execution of the cession fiduciaire agreement in writing, identifying the transferred receivables, the secured obligations, the transferor, and the transferee (Collateral Agent)	N/A	OHADA Security Act, Art. 80 et seq.	Completed at closing (May 15, 2025)
2	Notification (signification) to each debtor of the assigned receivables, including the Republic of Senegal (Ministry of Energy), Petrosen (if applicable), and offtake purchasers, of the fiduciary transfer	Respective debtors	OHADA Security Act, Art. 82 et seq.; Senegalese Code de Procédure Civile	Promptly following closing
3	Alternatively, obtaining written acceptance (acceptation) from each debtor in a document bearing a certain date (date certaine)	Respective debtors	OHADA Security Act, Art. 82	Promptly following closing (if notification is not used)
4	Registration of the cession fiduciaire with the RCCM (to the extent required for enforceability against third parties other than the debtor)	Greffe du Tribunal Régional Hors Classe de Dakar	OHADA Security Act	Promptly following closing
5	Payment of applicable RCCM registration fees	Greffe du Tribunal Régional Hors Classe de Dakar	Senegalese fee schedule	At time of filing
Step	Description	Filing Authority	Applicable Law	Timing
1	Filing of any notices or notifications required under the PSC with respect to the encumbrance of PSC rights	Ministry of Energy	PSC terms; Code Pétrolier (Law No. 2019-03)	Promptly following closing (to the extent not already completed)
2	Confirmation from the Ministry of Energy acknowledging receipt of notice and non-objection	Ministry of Energy	PSC terms	As applicable

THERON MOSS & ASSOCIATES SARL Avocats — Conseil Juridique Rue Moussé Diop 22, Plateau Dakar, Senegal Telephone: +221 33 849 7200 Facsimile: +221 33 849 7210
May 15, 2025
Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, NY 10179
Clarion Securities Inc. One Financial Center Boston, MA 02111
Pinnacle Partners LLC 200 West Street, Suite 4400 New York, NY 10282
(each in its capacity as an Initial Purchaser)
cc: Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017 (as counsel to the Issuer)
cc: Whitfield Baxter & Cohn LLP, 51 West 52nd Street, New York, NY 10019 (as counsel to the Initial Purchasers)
cc: Northgate Trust Company, N.A., 100 Wall Street, Suite 1600, New York, NY 10005 (as Trustee and Collateral Agent)
cc: Dunmore Energy Holdings Ltd., 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002 (as Issuer)
Re: $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") issued by Dunmore Energy Holdings Ltd. (the "Issuer") and Dunmore upstream Finance Corp. (the "Co-Issuer" and, together with the Issuer, the "Issuers"), guaranteed by, inter alia, Dunmore Senegal S.A. (the "Senegalese Guarantor")
Ladies and Gentlemen:
1. INTRODUCTION AND ROLE
Theron Moss & Associates SARL ("we," "us," or "our firm") has acted as Senegalese counsel to Dunmore Energy Holdings Ltd. ("DEH" or the "Issuer") in connection with the issuance of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by DEH and Dunmore upstream Finance Corp. ("DUFC" and, together with DEH, the "Issuers"), as co-issuer. The Notes are guaranteed by certain subsidiaries of the Issuer, including Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal (the "Senegalese Guarantor" or "Dunmore Senegal").
This opinion is delivered pursuant to Section 7.01(g) of the Purchase Agreement dated May 12, 2025 (the "Purchase Agreement") among the Issuers, the guarantors party thereto (collectively, the "Guarantors"), and the Initial Purchasers, namely Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (collectively, the "Initial Purchasers"). Delivery of this opinion is a condition precedent to the closing of the purchase and sale of the Notes pursuant to the Purchase Agreement.
The preparation of this opinion has been supervised by Moustapha Sy, Lead Partner of our firm, who has directed the review and analysis of all matters of Senegalese law and OHADA (Organisation pour l'Harmonisation en Afrique du Droit des Affaires) law addressed herein. Our firm is duly qualified to practice law in the Republic of Senegal and is registered with the Barreau de Dakar (Dakar Bar Association).
This opinion is rendered solely under and with respect to the laws of the Republic of Senegal as in effect on the date hereof, including the OHADA Uniform Acts to the extent they are directly applicable in Senegal as a member state of OHADA. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of New York, the United States of America, the Cayman Islands, or any other jurisdiction.
Unless otherwise defined herein, capitalized terms used in this opinion have the meanings ascribed to them in the Indenture (as defined below).
2. DOCUMENTS EXAMINED
For purposes of rendering the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
2.1 Transaction Documents
(a) The Indenture, dated as of May 15, 2025 (the "Indenture"), among DEH, as Issuer, DUFC, as Co-Issuer, the Guarantors (including Dunmore Senegal S.A.), and Northgate Trust Company, N.A., as Trustee and Collateral Agent (in such capacities, the "Trustee" and the "Collateral Agent," respectively).
(b) The guarantee provisions of the Indenture as they relate to Dunmore Senegal S.A. (the "Guarantee"), as set forth in Article X thereof and in the supplemental guarantee executed by Dunmore Senegal S.A.
(c) The Collateral Agreement (Senegal), dated as of May 15, 2025 (the "Senegalese Security Documents"), comprising (i) the nantissement (pledge) over movable assets, receivables, and contractual rights of Dunmore Senegal S.A., and (ii) the cession fiduciaire (fiduciary transfer of title) over designated receivables and related assets of Dunmore Senegal S.A., in each case granted in favor of Northgate Trust Company, N.A. as Collateral Agent for the benefit of the secured parties under the Indenture.
(d) The Purchase Agreement, dated May 12, 2025 (the "Purchase Agreement"), among the Issuers, the Guarantors, and the Initial Purchasers.
(e) The Intercreditor Agreement, dated as of May 15, 2025 (the "Intercreditor Agreement"), among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as agent under the revolving asset-based lending facility, the "ABL Agent"), the Issuers, and the Guarantors.
The documents described in clauses (a) through (e) above are collectively referred to herein as the "Transaction Documents."
2.2 Corporate and Organizational Documents
(a) The statuts (articles of association) of Dunmore Senegal S.A., as most recently amended and currently in effect, including all amendments thereto filed with the Registre du Commerce et du Crédit Mobilier ("RCCM").
(b) The extrait du Registre du Commerce et du Crédit Mobilier (commercial register extract) for Dunmore Senegal S.A., dated May 8, 2025, issued by the Greffe du Tribunal Régional Hors Classe de Dakar (the "RCCM Extract").
(c) The certified copy of the resolutions of the Board of Directors (procès-verbal du Conseil d'Administration) of Dunmore Senegal S.A., dated May 5, 2025, authorizing the execution and delivery of the Guarantee and the Senegalese Security Documents and approving the transactions contemplated thereby, including the delegation of signature authority to designated officers of Dunmore Senegal S.A.
(d) The certified copy of the shareholder resolutions (procès-verbal de l'Assemblée Générale Extraordinaire) of Dunmore Senegal S.A., to the extent required under the statuts or the OHADA Uniform Act Relating to General Commercial Law (Acte Uniforme relatif au droit commercial général) and the OHADA Uniform Act Relating to Commercial Companies and Economic Interest Groups (Acte Uniforme relatif au droit des sociétés commerciales et du groupement d'intérêt économique), authorizing the entry into the Guarantee and the granting of the security interests under the Senegalese Security Documents.
2.3 Regulatory and Licensing Documents
(a) The Production Sharing Contract (the "PSC") for the Cayar Offshore Block, entered into between the Republic of Senegal, acting through the Ministère de l'Énergie (the "Ministry of Energy"), and Dunmore Senegal S.A., as contractor and operator, dated March 18, 2016, as amended by Amendment No. 1 thereto dated November 7, 2019 and Amendment No. 2 thereto dated February 14, 2023.
(b) The exploration permit (permis de recherche) No. PR-2016-037-CO, issued by the Ministry of Energy on April 22, 2016, and the exploitation authorization (autorisation d'exploitation) No. AE-2022-011-CO, issued by the Ministry of Energy on September 5, 2022, each relating to the Cayar Offshore Block (collectively, the "Permits").
(c) The environmental and social impact assessment approval (arrêté portant approbation de l'étude d'impact environnemental et social) issued by the Ministère de l'Environnement et du Développement Durable (the "Environmental Approval"), dated July 12, 2021, relating to exploration and exploitation activities on the Cayar Offshore Block.
(d) Such ministerial consents, approvals, or waivers as may have been issued by the Ministry of Energy or any other Senegalese governmental authority with respect to the granting of security interests over PSC rights and related assets, including the ministerial consent letter dated April 28, 2025, to the extent applicable.
2.4 Other Documents
(a) A certificate of incumbency and specimen signatures of authorized officers of Dunmore Senegal S.A., dated May 14, 2025, certified by the Secrétaire Général of Dunmore Senegal S.A.
(b) A certificate from the officers of Dunmore Senegal S.A. dated May 14, 2025 (the "Officer's Certificate"), confirming certain factual matters relied upon in this opinion, including, without limitation, that (i) Dunmore Senegal S.A. is not insolvent, (ii) no insolvency proceedings have been commenced against it, (iii) the Guarantee and the Senegalese Security Documents are within its corporate interest, and (iv) it is in material compliance with the PSC and the Permits.
(c) Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein, including a review of publicly available filings with the RCCM and searches of publicly available records of the Tribunal Régional Hors Classe de Dakar.
3. ASSUMPTIONS
In rendering the opinions expressed herein, we have relied upon and assumed the following, without independent verification:
3.1 General Assumptions
(a) The authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies (whether certified, conformed, photostatic, facsimile, or electronic), and the authenticity of the originals of such copies.
(b) The genuineness of all signatures on all documents examined by us, including signatures of public officials and notarial officials, and the authority of all persons who executed such documents on behalf of the relevant parties.
(c) The capacity, power, authority, and legal right of each party (other than Dunmore Senegal S.A.) to enter into, execute, deliver, and perform its respective obligations under each of the Transaction Documents to which it is a party, under all applicable laws of any relevant jurisdiction (other than Senegal).
(d) The due authorization, execution, and delivery of each Transaction Document by each party thereto (other than Dunmore Senegal S.A.), in accordance with the organizational documents of such party and the laws of the jurisdiction of its organization or formation.
(e) The validity, binding effect, and enforceability of each Transaction Document under its expressed governing law (other than Senegalese law), including, without limitation, the validity and enforceability of the Indenture and the Purchase Agreement under the laws of the State of New York.
(f) That the choice of the laws of the State of New York as the governing law of the Indenture and the Purchase Agreement is a valid choice of law and would be recognized and given effect by a Senegalese court under applicable Senegalese conflict-of-laws principles, including Article 851 of the Code de la Famille (to the extent applicable by analogy to contractual obligations) and general principles of Senegalese private international law, subject in all cases to Senegalese mandatory rules (lois de police) and considerations of Senegalese public policy (ordre public international).
3.2 Specific Assumptions
(a) That all filings, registrations, and recordings required to perfect the security interests created under the Senegalese Security Documents under Senegalese law and OHADA law have been or will be duly made following the date hereof, in the manner and within the time periods prescribed by the applicable provisions of the OHADA Uniform Act on Security Interests (Acte Uniforme portant organisation des sûretés, as revised on December 15, 2010, the "OHADA Security Act") and the relevant procedural rules governing the RCCM. We express no opinion as to whether such perfection steps have been completed as of the date hereof.
(b) That the information and factual statements contained in the Officer's Certificate dated May 14, 2025 are accurate, complete, and up-to-date as of the date hereof, and that no material change in any of the facts stated therein has occurred since the date of the Officer's Certificate.
(c) That Dunmore Senegal S.A. is solvent as of the date hereof, that it has not ceased payments (cessation des paiements) within the meaning of the OHADA Uniform Act on Collective Proceedings for the Clearing of Debts (Acte Uniforme portant organisation des procédures collectives d'apurement du passif, the "OHADA Insolvency Act"), and that no insolvency proceedings, including règlement préventif (preventive settlement), redressement judiciaire (judicial reorganization), or liquidation des biens (liquidation of assets), have been commenced, filed for, or threatened against Dunmore Senegal S.A. as of the date hereof.
(d) That adequate consideration has been given for the obligations of Dunmore Senegal S.A. under the Guarantee and the Senegalese Security Documents, that such obligations constitute a genuine corporate benefit (intérêt social) to Dunmore Senegal S.A., and that the entry by Dunmore Senegal S.A. into the Guarantee and the Senegalese Security Documents does not constitute an abuse of corporate assets (abus de biens sociaux) or an act in excess of or contrary to the corporate objects set forth in the statuts of Dunmore Senegal S.A. We have relied on the Officer's Certificate and the resolutions of the Board of Directors of Dunmore Senegal S.A. as the basis for this assumption.
4. OPINIONS
Based upon and subject to the foregoing, and subject to the qualifications set forth in Section 5 below, we are of the opinion that:
4.1 Due Organization and Existence
(a) Dunmore Senegal S.A. is a société anonyme duly organized, validly existing, and in good standing under the laws of the Republic of Senegal, including the OHADA Uniform Act Relating to Commercial Companies and Economic Interest Groups (Acte Uniforme relatif au droit des sociétés commerciales et du groupement d'intérêt économique, the "OHADA Companies Act") and the OHADA Uniform Act Relating to General Commercial Law. Dunmore Senegal S.A. was incorporated in accordance with the requirements of the OHADA Companies Act and Senegalese law, and its incorporation has not been challenged or annulled.
(b) Dunmore Senegal S.A. is duly registered with the Registre du Commerce et du Crédit Mobilier (RCCM) maintained at the Greffe du Tribunal Régional Hors Classe de Dakar, as evidenced by the RCCM Extract dated May 8, 2025. Its registration number and identifying particulars are current and in order.
(c) Dunmore Senegal S.A. has the corporate power and capacity under its statuts and applicable Senegalese and OHADA law to own, lease, and operate its assets, including its interests in the Cayar Offshore Block under the PSC, and to conduct its business as presently conducted in the Republic of Senegal, including exploration and exploitation activities in the hydrocarbon sector.
(d) Dunmore Senegal S.A. has the corporate power and capacity to execute, deliver, and perform its obligations under the Guarantee and the Senegalese Security Documents to which it is a party, and such actions fall within the scope of the corporate objects (objet social) set forth in its statuts.
4.2 Corporate Authorization
(a) The execution, delivery, and performance by Dunmore Senegal S.A. of the Guarantee and the Senegalese Security Documents have been duly authorized by all necessary corporate action under the OHADA Companies Act and the statuts of Dunmore Senegal S.A. Specifically, the Board of Directors (Conseil d'Administration) of Dunmore Senegal S.A., at a meeting duly convened and held on May 5, 2025, adopted resolutions approving the entry by Dunmore Senegal S.A. into the Guarantee and the Senegalese Security Documents and delegating authority to designated officers to execute such documents on behalf of the company. To the extent required by the statuts or the OHADA Companies Act for the grant of guarantees or security interests of the nature and magnitude contemplated by the Transaction Documents, shareholder approval has also been obtained by resolutions adopted at an extraordinary general meeting of shareholders (Assemblée Générale Extraordinaire) of Dunmore Senegal S.A.
(b) No further corporate approvals, consents, or authorizations are required on the part of Dunmore Senegal S.A., its Board of Directors, its shareholders, or any other internal corporate body for the execution, delivery, and performance by Dunmore Senegal S.A. of the Guarantee and the Senegalese Security Documents.
4.3 No Conflict
(a) The execution, delivery, and performance by Dunmore Senegal S.A. of the Guarantee and the Senegalese Security Documents do not and will not violate or conflict with:
(i) the statuts of Dunmore Senegal S.A., as currently in effect;
(ii) any applicable Senegalese law, decree, regulation, arrêté, circular, or order of any Senegalese governmental, judicial, or regulatory authority of which we are aware; or
(iii) the terms, conditions, or provisions of the PSC for the Cayar Offshore Block, as amended to date.
(b) No Senegalese governmental consent, approval, license, or authorization is required for the execution, delivery, and performance by Dunmore Senegal S.A. of the Guarantee and the Senegalese Security Documents, other than:
(i) the filings and registrations required to perfect the nantissement and the cession fiduciaire with the RCCM and, where applicable, the notification to debtors of assigned receivables, as described in Section 4.8 below; and
(ii) any consent of the Ministry of Energy required under the PSC for the assignment or encumbrance of PSC rights or interests, which consent, based on our review of the PSC terms and the ministerial consent letter dated April 28, 2025, has been obtained or is not required under the applicable provisions of the PSC.
4.4 PSC Compliance — Cayar Offshore Block
(a) Based on our review of the PSC for the Cayar Offshore Block and the amendments thereto, Dunmore Senegal S.A. is the duly appointed operator and contractor under the PSC. The PSC was executed in accordance with applicable Senegalese petroleum legislation, including Law No. 2019-03 of January 1, 2019 (Code Pétrolier), and Dunmore Senegal S.A.'s appointment as operator has not been revoked, suspended, or challenged.
(b) The PSC is in full force and effect as of the date hereof, and Dunmore Senegal S.A. is in material compliance with its obligations thereunder, including its work program commitments, financial reporting obligations, and local content requirements. This opinion is based on the representations and confirmations contained in the Officer's Certificate dated May 14, 2025, and our review of the relevant documentation made available to us. We have not independently verified the operational or financial status of Dunmore Senegal S.A.'s activities under the PSC.
(c) The exploration permit (permis de recherche) No. PR-2016-037-CO and the exploitation authorization (autorisation d'exploitation) No. AE-2022-011-CO issued by the Ministry of Energy for the Cayar Offshore Block are, based on our review, valid and subsisting as of the date hereof. We have verified that the exploration permit has been duly renewed and that the exploitation authorization remains within its stated term and has not been revoked, suspended, or made subject to any administrative proceedings of which we are aware.
(d) The granting of security interests over Dunmore Senegal S.A.'s rights under and interests in the PSC (including its revenue entitlements, contractor share of profit oil, and cost oil recoveries) in favor of the Collateral Agent is not prohibited by the terms of the PSC, subject to applicable notice or consent requirements set forth in the PSC. To the extent that such notice or consent requirements exist under the PSC, they have been satisfied, as evidenced by the ministerial consent letter dated April 28, 2025, and the relevant notice correspondence in our files.
(e) The Republic of Senegal's participation rights, carried interest, and any state participation entitlements under the PSC (including the participation interest held by Petrosen, the national oil company) do not, in and of themselves, invalidate, impair, or diminish the security interests granted by Dunmore Senegal S.A. under the Senegalese Security Documents. The security interests attach only to Dunmore Senegal S.A.'s own contractual rights and revenue entitlements under the PSC and do not purport to encumber the Republic of Senegal's or Petrosen's respective interests thereunder.
4.5 Validity and Enforceability of the Guarantee
(a) The obligations of Dunmore Senegal S.A. under the Guarantee, as set forth in Article X of the Indenture and the supplemental guarantee executed by Dunmore Senegal S.A., constitute valid, legally binding, and enforceable obligations of Dunmore Senegal S.A. under Senegalese law, subject to the qualifications set forth in Section 5 of this opinion. The Guarantee is enforceable against Dunmore Senegal S.A. in accordance with its terms, to the extent such terms are consistent with applicable Senegalese mandatory rules and public policy.
(b) The concept of upstream guarantees (where a subsidiary guarantees the obligations of its parent) and cross-stream guarantees (where an affiliate guarantees the obligations of a related company) is recognized and valid under Senegalese law as governed by the OHADA Companies Act, provided that (i) the guarantee falls within the corporate objects (objet social) of the guarantor as set forth in its statuts, (ii) the guarantee has been duly authorized by the competent corporate body (Board of Directors and, where required, the shareholders), and (iii) the guarantee serves the corporate interest (intérêt social) of the guarantor, taking into account the group interest (intérêt du groupe) where the guarantor is part of a corporate group. Based on our review of the statuts of Dunmore Senegal S.A., the Board of Directors and shareholder resolutions, and the Officer's Certificate, we are satisfied that the Guarantee meets these requirements.
4.6 Validity and Enforceability of the Nantissement
(a) The nantissement (pledge) granted by Dunmore Senegal S.A. over its movable assets, including equipment (matériel et outillage), receivables (créances), and contractual rights under the PSC (including the right to receive cost oil and profit oil payments), in favor of Northgate Trust Company, N.A. as Collateral Agent, constitutes a valid pledge under the OHADA Uniform Act on Security Interests (Acte Uniforme portant organisation des sûretés, as revised). The nantissement has been constituted in compliance with the formal requirements of the OHADA Security Act, including the requirement for a written instrument identifying the secured obligation, the pledgor, the secured creditor, and the pledged assets.
(b) The nantissement will, upon due registration with the RCCM at the location of the registered office of Dunmore Senegal S.A. in Dakar, in accordance with Articles 150 et seq. of the OHADA Security Act, create a valid and enforceable security interest over the pledged assets, ranking in accordance with its terms and the date and time of its registration with the RCCM. Until such registration is effected, the nantissement will not be enforceable against third parties (opposable aux tiers).
(c) The description of the collateral in the Senegalese Security Documents is sufficient under Senegalese law and the OHADA Security Act to identify the pledged assets. The OHADA Security Act permits the pledge of present and future assets, provided that such assets are determinable or identifiable, and we are satisfied that the collateral description in the Senegalese Security Documents meets this standard.
4.7 Validity and Enforceability of the Cession Fiduciaire
(a) The cession fiduciaire (fiduciary transfer of title) granted by Dunmore Senegal S.A. over designated assets, including receivables arising under the PSC (such as amounts owed by the Republic of Senegal or its agencies in respect of cost oil and profit oil entitlements) and receivables under offtake contracts with third-party purchasers, in favor of the Collateral Agent, constitutes a valid fiduciary security transfer under the OHADA Security Act. The cession fiduciaire complies with the requirements of Articles 80 et seq. of the OHADA Security Act, including the requirement for a written instrument specifying the transferred assets, the secured obligations, and the conditions of the transfer.
(b) Upon compliance with the formalities required under the OHADA Security Act, including (i) notification (signification) to the debtors of the assigned receivables or, alternatively, acceptance (acceptation) by such debtors in a document bearing a certain date (date certaine), and (ii) where applicable, registration of the fiduciary transfer with the RCCM, the cession fiduciaire will be enforceable against Dunmore Senegal S.A. and third parties, including creditors of Dunmore Senegal S.A.
(c) The Collateral Agent's interest under the cession fiduciaire, to the extent perfected prior to the commencement of any insolvency proceedings (procédures collectives) against Dunmore Senegal S.A., is not subject to the collective proceedings moratorium (suspension des poursuites individuelles) provided for under the OHADA Insolvency Act. The fiduciary transfer operates as a transfer of title to the Collateral Agent and, once perfected, the transferred assets are no longer part of the estate of the debtor (masse des créanciers) in insolvency proceedings. This opinion is, however, subject to the qualification in Section 5.2 below regarding the suspect period (période suspecte) and the risk of avoidance of transactions entered into during such period.
4.8 Perfection Requirements
(a) The following perfection steps are required under Senegalese and OHADA law to ensure that the security interests created under the Senegalese Security Documents are fully perfected and enforceable against third parties:
(i) Registration of the nantissement with the RCCM: The nantissement must be registered with the RCCM at the location of the registered office of Dunmore Senegal S.A. (i.e., the RCCM maintained by the Greffe du Tribunal Régional Hors Classe de Dakar). Registration must be effected by filing the prescribed application (demande d'inscription) together with a certified copy of the nantissement agreement and payment of the applicable registration fees. Under the OHADA Security Act, the nantissement takes effect against third parties from the date of its registration with the RCCM.
(ii) Notification to debtors of assigned receivables under the cession fiduciaire: In order for the cession fiduciaire to be enforceable against the debtors of the assigned receivables (including the Republic of Senegal, Petrosen, and any offtake purchasers), notification (signification) of the transfer must be served on each such debtor, or such debtor must execute an acceptance (acceptation) of the transfer in a document bearing a certain date. The notification must identify the assigned receivables and the identity of the Collateral Agent as transferee.
(iii) Additional filings or registrations with respect to specific categories of assets: To the extent that the pledged or transferred assets include rights under oil and gas concessions or permits, additional filings or notifications may be required with the Ministry of Energy or the relevant concession registry, if any such registry exists under Senegalese petroleum legislation. Based on our review of applicable Senegalese law, no separate concession rights registry currently exists for the purpose of recording security interests over PSC rights, and the RCCM registration described in clause (i) above is the principal means of perfection.
(b) We have been advised by Calderwood & Harkness LLP, as counsel to the Issuer, that such perfection steps will be taken promptly following the closing date of May 15, 2025, and that the necessary filing documents and notifications have been prepared. This opinion does not address whether such perfection steps have been completed as of the date hereof, and the opinions expressed in Sections 4.6, 4.7, and 4.9 with respect to enforceability against third parties and priority are conditioned upon completion of such perfection steps.
4.9 Priority
(a) Upon due perfection in accordance with the steps described in Section 4.8 above, the nantissement and the cession fiduciaire will rank as first-priority security interests over the relevant assets of Dunmore Senegal S.A., subject to:
(i) the terms of the Intercreditor Agreement as between the Notes Collateral Agent and the ABL Agent, which may provide for certain relative priorities and enforcement standstill arrangements among the secured creditors;
(ii) statutory preferences and liens (privilèges) having priority under Senegalese law, including but not limited to fiscal claims of the Senegalese tax authorities (Trésor Public), employee wage and benefit claims (including claims for unpaid salaries and social security contributions), and the general privilege of the Senegalese Treasury, which by operation of law rank ahead of contractual security interests regardless of the date of perfection; and
(iii) any prior-ranking security interests, liens, or encumbrances over the assets of Dunmore Senegal S.A. that may have been registered with the RCCM or otherwise perfected prior to the registration of the nantissement and the cession fiduciaire, of which we are not aware based on our searches of publicly available RCCM records conducted as of May 13, 2025.
4.10 Enforcement
(a) The Collateral Agent may enforce the security interests created by the Senegalese Security Documents in accordance with the provisions of the OHADA Security Act. Available enforcement remedies include:
(i) in the case of the nantissement, judicial sale (vente forcée) of the pledged assets pursuant to a court order, or, if agreed upon in the nantissement agreement and permitted under the OHADA Security Act, attribution of the pledged assets to the Collateral Agent by judicial decision (attribution judiciaire);
(ii) in the case of the cession fiduciaire, appropriation of the transferred assets by the Collateral Agent, who, as holder of fiduciary title, may retain the transferred receivables and apply the proceeds thereof to the secured obligations, or dispose of the transferred assets and apply the proceeds to the secured obligations, in each case subject to any duty to account for surplus proceeds to Dunmore Senegal S.A.
(b) Enforcement by a foreign collateral agent, specifically Northgate Trust Company, N.A., a national banking association organized under the laws of the United States, is permissible under Senegalese law. However, to the extent enforcement proceedings must be conducted before Senegalese courts or require actions to be taken in Senegal, the Collateral Agent may be required to appoint a local agent or representative (mandataire) authorized to act on its behalf in Senegalese legal proceedings. We note that the Senegalese Security Documents provide for the appointment of such a local agent, which appointment satisfies the requirements of Senegalese procedural law in this regard.
4.11 Choice of Law and Submission to Jurisdiction
(a) To the extent that the Senegalese Security Documents are expressed to be governed by the laws of the Republic of Senegal, such choice of governing law is valid and effective.
(b) To the extent that other Transaction Documents, including the Indenture and the Purchase Agreement, are expressed to be governed by the laws of the State of New York, a Senegalese court would generally recognize and give effect to such choice of law, in accordance with Senegalese principles of private international law that generally uphold party autonomy in the selection of governing law for contractual obligations. Such recognition is, however, subject to Senegalese mandatory rules (lois de police) — that is, provisions of Senegalese law that are applicable irrespective of the governing law chosen by the parties — and to the requirements of Senegalese international public policy (ordre public international). Provisions of New York law that contravene Senegalese mandatory rules or public policy would not be given effect by a Senegalese court.
(c) A final and conclusive judgment of a court sitting in the State of New York (or any other foreign jurisdiction) would not be directly enforceable in Senegal. Enforcement of such a foreign judgment in Senegal would require the commencement of exequatur proceedings before the competent Senegalese court (the Tribunal Régional), pursuant to Articles 787 et seq. of the Senegalese Code de Procédure Civile. In such exequatur proceedings, the Senegalese court would review the foreign judgment and may examine whether (i) the foreign court had jurisdiction under applicable rules of international jurisdiction, (ii) the judgment was rendered in conformity with procedural fairness and due process, (iii) the judgment is not contrary to Senegalese public policy, (iv) the judgment is final and non-appealable in the jurisdiction of origin, and (v) the judgment does not conflict with a prior judgment rendered by a Senegalese court. The Senegalese court may, in certain circumstances, undertake a review on the merits (révision au fond) of the foreign judgment, although this practice has been subject to evolving jurisprudence.
4.12 No Withholding Tax
(a) Under current Senegalese tax law, including the Code Général des Impôts (General Tax Code) as in effect on the date hereof, payments by Dunmore Senegal S.A. under the Guarantee to the Trustee, the Collateral Agent, or the holders of the Notes are not subject to withholding tax in Senegal, provided that such payments are properly characterized as guarantee payments (paiements au titre de la garantie) and not as interest (intérêts) or other income subject to withholding under Senegalese tax law. To the extent that any payment by Dunmore Senegal S.A. under the Guarantee is recharacterized by the Senegalese tax authorities as interest or as a payment of a similar nature, such payment may be subject to withholding tax at the rate of 16% under Article 204 of the Code Général des Impôts, subject to any applicable relief under a bilateral tax treaty between the Republic of Senegal and the country of residence of the recipient. We express no opinion as to the availability of treaty relief.
(b) No stamp duty (droit de timbre) or registration tax (droit d'enregistrement) is payable in Senegal on the Guarantee or the Senegalese Security Documents, other than (i) the registration fees payable upon filing the nantissement with the RCCM, which are assessed on a fixed-fee basis, and (ii) such nominal stamp duties as may be payable on the Senegalese Security Documents to the extent they are submitted for registration with the Senegalese tax authorities or used in judicial proceedings in Senegal.
5. QUALIFICATIONS
The opinions expressed in Section 4 above are subject to the following qualifications:
5.1 Insolvency Qualification
The opinions expressed above are subject to applicable insolvency, bankruptcy, reorganization, moratorium, and similar laws affecting creditors' rights generally, including, without limitation, the OHADA Uniform Act on Collective Proceedings for the Clearing of Debts (Acte Uniforme portant organisation des procédures collectives d'apurement du passif), as revised on September 10, 2015 (the "OHADA Insolvency Act"). The OHADA Insolvency Act provides for, among other things, a moratorium on individual enforcement actions (suspension des poursuites individuelles) upon the commencement of collective proceedings, the subordination of contractual claims to certain statutory priorities, and the potential restructuring or discharge of the obligations of an insolvent debtor. In the event that Dunmore Senegal S.A. becomes subject to collective proceedings (procédures collectives), including règlement préventif, redressement judiciaire, or liquidation des biens, the enforcement of the Guarantee and the Senegalese Security Documents may be limited, delayed, or rendered unenforceable, in whole or in part.
5.2 Hardening Period / Suspect Period (*Période Suspecte*)
Under the OHADA Insolvency Act, security interests and certain transactions entered into during the suspect period (période suspecte) — being the period between the date of cessation of payments (cessation des paiements) as determined by the court and the date of the opening judgment (jugement d'ouverture) of collective proceedings — may be subject to avoidance (inopposabilité) or nullity (nullité). Articles 67 through 69 of the OHADA Insolvency Act provide that certain acts are void as of right (nullités de droit) if entered into during the suspect period, including the granting of security interests over pre-existing debts, and that other acts may be avoided at the discretion of the court (nullités facultatives) if they are prejudicial to the collective interest of creditors. This opinion assumes that the Senegalese Security Documents are not being granted during any such suspect period and that Dunmore Senegal S.A. has not ceased payments as of the date hereof. We have relied on the Officer's Certificate for this assumption.
5.3 Mandatory Law and Public Policy
The enforceability of the Guarantee and the Senegalese Security Documents is subject to Senegalese mandatory laws (lois de police) and public policy (ordre public), which may restrict, override, or invalidate certain contractual provisions contained therein. In particular, provisions that purport to waive statutory protections afforded to debtors, or that impose obligations that are manifestly disproportionate, unconscionable, or contrary to fundamental principles of Senegalese law, may be held unenforceable by a Senegalese court. Certain procedural requirements under Senegalese law, including requirements for judicial intervention in the enforcement of security interests, cannot be waived contractually.
5.4 Corporate Benefit / *Abus de Biens Sociaux*
The Guarantee and the Senegalese Security Documents are subject to the requirement under Senegalese and OHADA law that the guarantee serves the corporate interest (intérêt social) of Dunmore Senegal S.A. and does not constitute an abuse of corporate assets (abus de biens sociaux) within the meaning of Articles 891 et seq. of the OHADA Companies Act. Under Senegalese criminal law, the managers or directors of a company who cause the company to grant guarantees or assume obligations that are contrary to its corporate interest, or that are made for personal purposes or for purposes foreign to the interests of the company, may be subject to criminal liability for abus de biens sociaux. A guarantee that is subsequently found to have been granted without adequate corporate benefit may be challenged and potentially annulled. We have assumed, based on the Officer's Certificate and our review of the Board of Directors resolutions, that adequate corporate benefit exists and that the Guarantee has been granted in the interest of the Dunmore Energy group as a whole, which constitutes a recognized basis for the corporate benefit of a subsidiary guarantor under OHADA jurisprudence.
5.5 Foreign Currency Obligations
To the extent that the obligations of Dunmore Senegal S.A. under the Guarantee are denominated in United States dollars, a Senegalese court may, in enforcement proceedings, convert such obligations into West African CFA francs (XOF) at the exchange rate prevailing at the date of judgment or the date of payment. The Republic of Senegal is a member of the West African Economic and Monetary Union (WAEMU / Union Économique et Monétaire Ouest Africaine — UEMOA), and the CFA franc is the legal tender. While Senegalese law does not generally prohibit contractual obligations denominated in foreign currencies, enforcement of such obligations may be subject to foreign exchange regulations administered by the Banque Centrale des États de l'Afrique de l'Ouest (BCEAO) and the applicable WAEMU regulations. We express no opinion as to whether any foreign exchange approvals are required in connection with payments under the Guarantee, although we note that current WAEMU regulations generally permit capital account transactions by entities engaged in the extractive industries, subject to reporting requirements.
5.6 Government Approvals
Certain activities of Dunmore Senegal S.A. as operator of the Cayar Offshore Block are subject to ongoing regulatory oversight and supervision by the Ministry of Energy, the Comité National de Suivi Pétrolier et Gazier (COS-Petrogaz), and other Senegalese governmental authorities. The continued validity of the PSC and the Permits is dependent on Dunmore Senegal S.A.'s ongoing compliance with applicable regulations, PSC terms, and permit conditions, including work program obligations, environmental requirements, local content obligations, and reporting duties. Any material breach of the PSC or the Permits could result in their suspension, amendment, or termination by the Republic of Senegal, which would materially affect the value of the assets over which the security interests have been granted. We express no opinion as to Dunmore Senegal S.A.'s future compliance with such obligations.
5.7 Limitation on Enforcement of Foreign Judgments
As stated in Section 4.11(c) above, a final judgment obtained in a court in the State of New York or any other foreign jurisdiction would not be directly enforceable in Senegal. An exequatur proceeding before a Senegalese court would be required, and the Senegalese court would examine the judgment in accordance with the conditions set forth in the Senegalese Code de Procédure Civile. In particular, the Senegalese court retains the power to review the substance of the foreign judgment (révision au fond) in certain circumstances, and there can be no assurance that a Senegalese court would grant exequatur to a foreign judgment in all cases or without modification. The time required to obtain exequatur may be significant and may vary depending on the caseload and procedural requirements of the relevant Senegalese court.
5.8 Environmental and Social Laws
The opinions expressed herein do not address, and we express no opinion on, compliance by Dunmore Senegal S.A. with Senegalese environmental, health, safety, or social legislation, including the Code de l'Environnement (Law No. 2001-01 of January 15, 2001) and its implementing decrees, except to the extent of confirming the existence of the Environmental Approval referenced in Section 2.3(c) above. Compliance with Senegalese environmental and social legislation is an ongoing obligation, and any failure to comply therewith could result in administrative sanctions, fines, or the suspension or revocation of permits, which could affect the assets and operations of Dunmore Senegal S.A.
6. RELIANCE AND BENEFIT
This opinion is rendered solely for the benefit of the addressees named above — namely, Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, in their capacity as Initial Purchasers — and for the benefit of Calderwood & Harkness LLP (as counsel to the Issuer), Whitfield Baxter & Cohn LLP (as counsel to the Initial Purchasers), Northgate Trust Company, N.A. (as Trustee and Collateral Agent), and Dunmore Energy Holdings Ltd. (as Issuer), in each case solely in connection with the transactions contemplated by the Transaction Documents. This opinion may not be relied upon by any other person or entity without our prior written consent.
Notwithstanding the foregoing, holders of the Notes from time to time may rely on this opinion to the same extent as the Initial Purchasers, as if this opinion were addressed to and delivered directly to such holders. Such reliance is permitted without the need for further written consent from our firm.
This opinion is limited to the laws of the Republic of Senegal, including the OHADA Uniform Acts as applicable in Senegal, in each case as in effect on the date hereof. We undertake no obligation to update, supplement, or revise this opinion for any changes in applicable law, regulation, judicial interpretation, or fact that may occur after the date hereof. This opinion speaks only as of its date, and no inference should be drawn from our delivery of this opinion that we are aware of any matter or development that may affect the opinions expressed herein subsequent to the date hereof.
7. GOVERNING LANGUAGE
This opinion has been prepared and delivered in the English language. In the event of any conflict or inconsistency between the English-language version of this opinion and any French-language translation that may be prepared for any purpose, the English-language version shall prevail for purposes of the addressees' reliance on this opinion, provided, however, that in any Senegalese judicial, administrative, or regulatory proceeding, the French-language text of applicable laws, regulations, decrees, and the OHADA Uniform Acts shall govern the interpretation of the legal provisions referenced herein, and any French-language version of this opinion, if submitted in such proceedings, shall be given effect in accordance with Senegalese procedural rules.
[Remainder of page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO SENEGALESE LAW OPINION
Very truly yours,
THERON MOSS & ASSOCIATES SARL
By: ________
Name: Moustapha Sy
Title: Lead Partner
Rue Moussé Diop 22, Plateau Dakar, Senegal Telephone: +221 33 849 7200 Facsimile: +221 33 849 7210
Email: m.sy@theronmoss.sn
SCHEDULE A
List of Documents Examined
The following documents were examined in connection with the preparation of this opinion, as referenced in Section 2 hereof:
A. Transaction Documents (Section 2.1)
B. Corporate and Organizational Documents (Section 2.2)
C. Regulatory and Licensing Documents (Section 2.3)
D. Other Documents (Section 2.4)
SCHEDULE B
Summary of Perfection Steps and Filing Requirements for the Nantissement and Cession Fiduciaire
The following is a summary of the principal perfection steps required under Senegalese law and the OHADA Uniform Act on Security Interests to ensure that the security interests created under the Senegalese Security Documents are fully perfected and enforceable against Dunmore Senegal S.A. and third parties:
I. Nantissement (Pledge over Movable Assets)
II. Cession Fiduciaire (Fiduciary Transfer of Title over Receivables)
III. Additional Steps (if applicable)
This Schedule B is provided for informational purposes only and does not constitute a legal opinion. The perfection steps summarized herein are subject to the detailed requirements of the OHADA Uniform Act on Security Interests, the OHADA Uniform Act on General Commercial Law, and applicable Senegalese procedural rules. Parties should consult with Senegalese counsel to ensure compliance with all applicable requirements.
No. | Document | Date
1 | Indenture among DEH, DUFC, the Guarantors, and Northgate Trust Company, N.A. | May 15, 2025
2 | Guarantee provisions of the Indenture relating to Dunmore Senegal S.A. | May 15, 2025
3 | Collateral Agreement (Senegal) — nantissement and cession fiduciaire | May 15, 2025
4 | Purchase Agreement among the Issuers, the Guarantors, and the Initial Purchasers | May 12, 2025
5 | Intercreditor Agreement among Northgate Trust Company, N.A., Velthorn National Bank, N.A., the Issuers, and the Guarantors | May 15, 2025
No. | Document | Date
6 | Statuts (articles of association) of Dunmore Senegal S.A. | As amended and currently in effect
7 | Extrait du Registre du Commerce et du Crédit Mobilier (RCCM Extract) | May 8, 2025
8 | Board of Directors resolutions (procès-verbal du Conseil d'Administration) | May 5, 2025
9 | Shareholder resolutions (procès-verbal de l'Assemblée Générale Extraordinaire) | To the extent required
No. | Document | Date
10 | Production Sharing Contract (Cayar Offshore Block), as amended | March 18, 2016 (as amended November 7, 2019 and February 14, 2023)
11 | Exploration permit (permis de recherche) No. PR-2016-037-CO | April 22, 2016
12 | Exploitation authorization (autorisation d'exploitation) No. AE-2022-011-CO | September 5, 2022
13 | Environmental and social impact assessment approval | July 12, 2021
14 | Ministerial consent letter (Ministry of Energy) | April 28, 2025
No. | Document | Date
15 | Certificate of incumbency and specimen signatures | May 14, 2025
16 | Officer's Certificate | May 14, 2025
17 | Other documents, certificates, records, and instruments | Various
Step | Description | Filing Authority | Applicable Law | Timing
1 | Preparation and execution of the nantissement agreement in writing, identifying the secured obligation, the pledgor, the secured creditor (Collateral Agent), and the pledged assets | N/A | OHADA Security Act, Art. 125 et seq. | Completed at closing (May 15, 2025)
2 | Filing of the demande d'inscription (application for registration) with the RCCM at the registered office of Dunmore Senegal S.A. | Greffe du Tribunal Régional Hors Classe de Dakar | OHADA Security Act, Art. 150 et seq.; OHADA Uniform Act on General Commercial Law | Promptly following closing
3 | Payment of applicable RCCM registration fees | Greffe du Tribunal Régional Hors Classe de Dakar | Senegalese fee schedule | At time of filing
4 | Confirmation of registration and issuance of registration certificate | Greffe du Tribunal Régional Hors Classe de Dakar | OHADA Security Act | Upon completion of registration
Step | Description | Filing Authority / Counterparty | Applicable Law | Timing
1 | Preparation and execution of the cession fiduciaire agreement in writing, identifying the transferred receivables, the secured obligations, the transferor, and the transferee (Collateral Agent) | N/A | OHADA Security Act, Art. 80 et seq. | Completed at closing (May 15, 2025)
2 | Notification (signification) to each debtor of the assigned receivables, including the Republic of Senegal (Ministry of Energy), Petrosen (if applicable), and offtake purchasers, of the fiduciary transfer | Respective debtors | OHADA Security Act, Art. 82 et seq.; Senegalese Code de Procédure Civile | Promptly following closing
3 | Alternatively, obtaining written acceptance (acceptation) from each debtor in a document bearing a certain date (date certaine) | Respective debtors | OHADA Security Act, Art. 82 | Promptly following closing (if notification is not used)
4 | Registration of the cession fiduciaire with the RCCM (to the extent required for enforceability against third parties other than the debtor) | Greffe du Tribunal Régional Hors Classe de Dakar | OHADA Security Act | Promptly following closing
5 | Payment of applicable RCCM registration fees | Greffe du Tribunal Régional Hors Classe de Dakar | Senegalese fee schedule | At time of filing
Step | Description | Filing Authority | Applicable Law | Timing
1 | Filing of any notices or notifications required under the PSC with respect to the encumbrance of PSC rights | Ministry of Energy | PSC terms; Code Pétrolier (Law No. 2019-03) | Promptly following closing (to the extent not already completed)
2 | Confirmation from the Ministry of Energy acknowledging receipt of notice and non-objection | Ministry of Energy | PSC terms | As applicable

SIGNATURE PAGE TO SENEGALESE LAW OPINION

THERON MOSS & ASSOCIATES SARL

SCHEDULE A

SCHEDULE B

Record

Parties

Dates

Amounts