1044-00002 · Client 1044 · Diligence/Legal Opinions

greek-law-opinion-outline.docx DOCUMENT M&A / Corporate

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DRAFT OUTLINE — GREEK LAW LEGAL OPINION

Prepared by Calderwood & Harkness LLP for Use by Pavlopoulos & Drakos Law Firm

June 30, 2023

Matter Number: 1044-00002

DRAFT — PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

Prepared by: Sophie Tremblay, Senior Associate, Banking & Finance, Calderwood & Harkness LLP Daniel Obi, Associate, Banking & Finance, Calderwood & Harkness LLP

Reviewed by: Ian Blackwood, Partner, Banking & Finance, Calderwood & Harkness LLP

Intended Recipient for Coordination: Theodoros Pavlopoulos, Senior Partner Pavlopoulos & Drakos Law Firm 22 Filellinon Street Athens 105 57, Greece

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I. TRANSMITTAL MEMORANDUM / INTRODUCTORY NOTE TO PAVLOPOULOS & DRAKOS

June 30, 2023

Theodoros Pavlopoulos, Esq. Senior Partner Pavlopoulos & Drakos Law Firm 22 Filellinon Street Athens 105 57, Greece

Dear Mr. Pavlopoulos:

This draft outline has been prepared by Calderwood & Harkness LLP ("C&H"), counsel to Thalassa Shipping & Logistics SA ("TSL" or the "Company"), in connection with the proposed $150,000,000 senior secured revolving credit facility (the "Facility") to be made available to TSL as Borrower. The purpose of this memorandum and the accompanying outline is to provide Pavlopoulos & Drakos Law Firm ("P&D") with a comprehensive framework for the preparation of the Greek-law legal opinion that will be required to be delivered at closing to the following parties:

(a) Meridian Atlantic Bank, National Association ("Meridian Atlantic" or "MAB"), in its capacity as Administrative Agent under the Credit Agreement;

(b) The Lenders party to the Credit Agreement, namely:

(i) Nordkapp Maritime Finance AG;

(ii) Clearwater Commercial Lending LLC; and

(iii) Eastbourne Capital Partners LLP; and

The delivery of the Greek-law legal opinion is a condition precedent to the initial drawdown under the Facility, and the form and substance of such opinion must be reasonably satisfactory to the Administrative Agent and the Lenders. Accordingly, it is essential that the opinion be comprehensive, precise, and consistent with prevailing Greek legal practice for transactions of this nature and magnitude.

We request that P&D review this outline carefully and:

(a) confirm which of the proposed opinions P&D is able to give in the form set forth herein;

(b) identify any opinions that P&D is unable to give, or that would require material modification or additional qualification;

(c) identify any additional qualifications, limitations, or assumptions that P&D considers necessary or appropriate under current Greek law and practice;

(d) raise any questions or concerns regarding the scope, form, or substance of the proposed opinion; and

(e) revert to us with P&D's comments and any proposed revisions at your earliest convenience.

For reference, C&H is separately preparing a New York-law enforceability opinion outline, dated July 1, 2023, which will address the enforceability of the Credit Agreement and related Transaction Documents under New York law, that being the governing law of the Credit Agreement. The New York-law opinion and the Greek-law opinion are intended to be complementary, and we will coordinate closely with P&D to ensure that the two opinions are consistent in scope and that there are no gaps or overlaps in coverage.

We also note that C&H's Athens office, located at 8 Vasilissis Sofias Avenue, Athens 106 74, Greece, is fully available for in-person coordination meetings at P&D's convenience. Please do not hesitate to reach out to Sophie Tremblay (s.tremblay@calderwoodharkness.com; +1 212 555 7843) or Daniel Obi (d.obi@calderwoodharkness.com; +1 212 555 7912) with any questions, or to coordinate directly with our Athens-based colleagues.

We look forward to working with P&D on this matter and appreciate your prompt attention to this outline.

Very truly yours,

CALDERWOOD & HARKNESS LLP

II. PROPOSED FORM OF OPINION LETTER

The following sets forth the proposed form, structure, and substance of the Greek-law legal opinion to be prepared by P&D and delivered at closing. Each section includes both the proposed language and, where appropriate, internal annotations for P&D's consideration. P&D should treat the form below as a starting point and adapt it as necessary to conform with Greek legal practice and P&D's standard form of opinion.

A. Addressees and Date

The opinion letter should be addressed as follows:

To:

Meridian Atlantic Bank, National Association as Administrative Agent 600 Lexington Avenue, 38th Floor New York, NY 10022 United States of America

The Lenders party to the Credit Agreement (as defined below)

Pinnacle Trust & Agency Services Inc. as Collateral Agent One Liberty Plaza, 44th Floor New York, NY 10006 United States of America

The opinion should be dated as of the closing date of the Facility. Based on the current transaction timeline, closing is anticipated to occur during Q2/Q3 2023; the specific date will be inserted once the closing date has been scheduled and confirmed by the parties. Until such time, the date line should read "[Closing Date]."

B. Introductory Paragraph

The introductory paragraph of the opinion should read substantially as follows (subject to P&D's review and any modifications P&D considers appropriate):

Ladies and Gentlemen:

We, Pavlopoulos & Drakos Law Firm, have acted as Greek counsel to Thalassa Shipping & Logistics SA (the "Company" or "TSL"), a société anonyme (Ανώνυμη Εταιρεία) organized and existing under the laws of the Hellenic Republic, in connection with the transactions described herein. The principal details of the Company are as follows:

This opinion is being delivered pursuant to Section [●] of the Credit Agreement (as defined below), which sets forth, among other conditions precedent to the initial extension of credit under the Facility, the delivery of a legal opinion of Greek counsel to the Company in form and substance reasonably satisfactory to the Administrative Agent.

This opinion is delivered in connection with the following documents (collectively, the "Transaction Documents"):

1. Credit Agreement dated as of [Closing Date] among Thalassa Shipping & Logistics SA, as Borrower, the Guarantors party thereto, Meridian Atlantic Bank, National Association, as Administrative Agent, and the Lenders party thereto (the "Credit Agreement"), providing for a $150,000,000 senior secured revolving credit facility — governed by New York law;

2. Guaranty Agreement executed by each of the Guarantors, including:

(a) Thalassa Dry Bulk Holdings Ltd., a company organized under the laws of the Republic of Cyprus;

(b) Thalassa Tanker Operations Ltd., a company organized under the laws of the Republic of the marshall Islands; and

Note: This Greek-law opinion addresses only TSL in its capacity as the Borrower under the Credit Agreement. It does not address the capacity, authority, or obligations of the non-Greek Guarantors. Separate legal opinions with respect to the Guarantors are to be obtained from counsel admitted to practice in Cyprus (with respect to Thalassa Dry Bulk Holdings Ltd. and Thalassa Logistics International Ltd.) and the Republic of the marshall Islands (with respect to Thalassa Tanker Operations Ltd.).

3. First Preferred Ship Mortgages on the Mortgaged Vessels (18 vessels), to the extent any such vessels are registered under the Greek flag and are therefore subject to Greek maritime law and Greek Ship Registry (Νηολόγιο) requirements;

4. Share Pledge Agreement(s) with respect to the shares of certain subsidiaries of TSL, as specified in the Credit Agreement and the related security documents;

5. Assignment of Earnings, pursuant to which TSL assigns to the Collateral Agent, for the benefit of the Secured Parties, TSL's rights to receive earnings and freight revenues from the Mortgaged Vessels;

6. Assignment of Insurances, pursuant to which TSL assigns to the Collateral Agent, for the benefit of the Secured Parties, TSL's rights under the hull and machinery, protection and indemnity, and other insurance policies covering the Mortgaged Vessels; and

7. Such other ancillary documents as may be specified upon finalization of the closing checklist (including any fee letters, notices, or subordination agreements required under the Transaction Documents).

The scope of this opinion is limited exclusively to matters of Greek law applicable to TSL as a société anonyme organized under the laws of the Hellenic Republic. This opinion does not address the laws of the State of New York (which govern the Credit Agreement), the laws of the Republic of Cyprus, the laws of the Republic of the marshall Islands, or the laws of any other jurisdiction. To the extent that any matter addressed herein is governed by or subject to the laws of a jurisdiction other than the Hellenic Republic, we express no opinion thereon and have assumed, without independent investigation, that such matters are governed by applicable law in a manner consistent with the opinions expressed herein.

C. Documents and Records Examined

In connection with the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, records, certificates, and instruments:

1. A certified copy of the articles of association (Καταστατικό) of TSL, as currently in effect, together with all amendments thereto through the date hereof, as filed with the General Electronic Commercial Registry (GEMI) of the Hellenic Republic;

2. A certified extract from the General Electronic Commercial Registry (GEMI) of the Hellenic Republic for TSL, GEMI Registration No. 143209501000, dated no earlier than [●] business days before the closing date, reflecting TSL's current registered status, registered office, corporate purpose, authorized share capital, members of the Board of Directors, and other particulars recorded with GEMI;

3. Certified copies of the minutes of the meeting of the Board of Directors (Διοικητικό Συμβούλιο) of TSL held on [●], 2023, at which a quorum was present and acting throughout, authorizing (a) the execution, delivery, and performance by TSL of each of the Transaction Documents to which TSL is a party, (b) the borrowing by TSL of up to $150,000,000 under the Credit Agreement, (c) the grant by TSL of the security interests contemplated by the security documents, and (d) the appointment of Elena Vassiliou, CEO, and Dimitrios Pantazis, CFO, as authorized signatories for the execution of the Transaction Documents on behalf of TSL;

4. Certified copies of the minutes of any general meeting of shareholders of TSL (to the extent that shareholder approval is required under TSL's articles of association or under applicable provisions of Law 4548/2018 on sociétés anonymes) approving or ratifying the transactions contemplated by the Transaction Documents, including the borrowing under the Facility, the grant of security over vessels and subsidiary shares, and any other matters requiring shareholder consent;

5. An incumbency certificate issued by TSL, together with specimen signatures of the authorized officers designated to execute the Transaction Documents on behalf of TSL, including Elena Vassiliou (CEO) and Dimitrios Pantazis (CFO), and such other officers as may be designated from time to time;

6. A tax clearance certificate (φορολογική ενημερότητα) issued by the competent Greek tax authority with respect to TSL, dated no earlier than [●] business days before the closing date, confirming that TSL is current with respect to its Greek tax obligations;

7. A social security clearance certificate (ασφαλιστική ενημερότητα) issued by the competent Greek social security authority with respect to TSL, dated no earlier than [●] business days before the closing date, confirming that TSL is current with respect to its Greek social security contribution obligations;

8. Copies of the Transaction Documents (as defined above) in substantially final form, as circulated to the parties and their respective counsel on or about the date hereof;

9. Such other documents, records, certificates, instruments, and evidence of matters of law or fact as we have deemed necessary or appropriate in order to render the opinions expressed herein.

In our examination of the foregoing documents, we have assumed the accuracy and completeness of all factual representations and statements contained therein. We have not undertaken any independent investigation of the factual matters stated in certificates of officers of TSL, and we have relied upon such certificates without independent verification.

D. Assumptions

The opinions expressed herein are based upon and subject to the following assumptions, each of which we have made without independent investigation or verification:

1. Authenticity and Conformity. All documents submitted to us as originals are authentic and complete, and all documents submitted to us as copies conform to the originals thereof. All documents submitted to us have been duly and properly executed by the parties thereto (to the extent not addressed by the express opinions set forth below with respect to TSL).

2. Genuineness of Signatures. All signatures on all documents reviewed by us are genuine and have been affixed by the persons whose signatures they purport to be.

3. Due Organization of Other Parties. Each party to the Transaction Documents (other than TSL) is duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of its respective jurisdiction of organization, and has the legal capacity and standing to enter into and perform its obligations under the Transaction Documents.

4. Corporate Power and Authority of Other Parties. Each party to the Transaction Documents (other than TSL) has the requisite corporate or other organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents, and has taken all necessary corporate or other organizational action to authorize such execution, delivery, and performance.

5. Due Authorization, Execution, and Delivery by Other Parties. The Transaction Documents have been duly authorized, executed, and delivered by each party thereto other than TSL. With respect to TSL, express opinions on authorization, execution, and delivery are given below in Section E of this opinion.

6. Enforceability Under Governing Law. The Transaction Documents constitute legal, valid, binding, and enforceable obligations of each party thereto under the laws governing such documents (other than as to TSL under Greek law, as to which express opinions are given below). In particular, we have assumed, without independent investigation, that the Credit Agreement and related Transaction Documents constitute valid and enforceable obligations of each party thereto under the laws of the State of New York.

7. Validity of Choice of Law. The choice of New York law as the governing law of the Credit Agreement is valid and effective under the laws of the State of New York and under any other applicable law (other than Greek law, as to which we express an opinion below regarding the recognition of such choice of law by Greek courts). We have not undertaken any investigation of New York law in connection with this opinion.

8. No Usury Violation. The financial terms of the Transaction Documents, including without limitation the rate of interest, fees, and other charges payable thereunder, do not violate any applicable usury or similar laws of any jurisdiction (including the laws of the State of New York). We express no opinion on usury or similar laws.

9. Accuracy of Officer's Certificates. All factual matters stated in certificates of officers of TSL reviewed by us in connection with this opinion are true, correct, and complete as of the date hereof and as of the closing date. We have relied upon such certificates without independent verification and have assumed that no information has been withheld from us that would affect the opinions expressed herein.

10. No Subsequent Changes in GEMI Records. No event has occurred since the date of the GEMI extract reviewed by us that would alter, amend, or otherwise affect TSL's registered status, registered office, corporate purpose, authorized share capital, membership of the Board of Directors, or any other particulars recorded with GEMI. We have assumed that the GEMI extract accurately reflects TSL's registered status as of the date hereof and as of the closing date.

E. Opinions

Subject to the assumptions set forth above and the qualifications and limitations set forth below, we are of the opinion that, as of the date hereof:

Opinion 1: Due Organization and Valid Existence

TSL is a société anonyme (Ανώνυμη Εταιρεία) duly organized and validly existing under the laws of the Hellenic Republic, in accordance with the provisions of Law 4548/2018 on sociétés anonymes and all other applicable Greek legislation.

TSL is duly registered with the General Electronic Commercial Registry (GEMI) of the Hellenic Republic under Registration No. 143209501000. Based on our review of the certified GEMI extract referred to in Section C above, TSL's registration with GEMI is current and in good order, and TSL's registered office is located at 14 Akti Miaouli, Piraeus 185 35, Greece, within the Municipality of Piraeus, Attica Region, as recorded with GEMI.

TSL has not been dissolved, is not in liquidation (whether voluntary or compulsory), and, to the best of our knowledge after due inquiry (including, without limitation, a search of the records of the competent courts in Piraeus and Athens and review of the relevant online databases), no petition for bankruptcy (πτώχευση), rehabilitation proceedings, or any other insolvency-related proceedings under Law 4738/2020 (the Greek Insolvency Code) or any predecessor or successor legislation has been filed against TSL or is pending as of the date hereof.

In rendering this opinion, we have relied upon the certified GEMI extract, the articles of association (Καταστατικό) of TSL, and the applicable provisions of Law 4548/2018 (Greek law on sociétés anonymes), as amended and in effect as of the date hereof.

Opinion 2: Corporate Power and Authority

TSL has the corporate power and authority, under its articles of association and under applicable Greek law (including, without limitation, Law 4548/2018 on sociétés anonymes and applicable Greek maritime legislation), to:

(a) own, hold, lease, and operate its properties and assets, including its fleet of forty (40) vessels, consisting of twenty-eight (28) dry bulk carriers and twelve (12) tankers;

(b) carry on its business as presently conducted, including as owner and operator of dry bulk carriers and tankers, and as a provider of integrated maritime logistics services across the Mediterranean Sea, the Black Sea, and transatlantic trade routes;

(d) borrow under the Credit Agreement up to $150,000,000 (one hundred fifty million United States dollars) on the terms and subject to the conditions set forth therein; and

(e) grant the security interests contemplated by the security documents (including, without limitation, first preferred ship mortgages on the Mortgaged Vessels, share pledges over the shares of designated subsidiaries, assignments of earnings, and assignments of insurances), to the extent such security interests are governed by or subject to Greek law.

In rendering this opinion, we have reviewed the relevant provisions of TSL's articles of association, including in particular Article [●] (corporate purpose), Article [●] (borrowing powers), and Article [●] (authority to grant security), together with the applicable provisions of Law 4548/2018. We confirm that TSL's articles of association do not contain any restriction or limitation on TSL's borrowing powers or authority to grant security that would be contravened by the transactions contemplated by the Transaction Documents.

Opinion 3: Due Authorization

All corporate action on the part of TSL that is necessary for the authorization, execution, delivery, and performance of the Transaction Documents to which TSL is a party, and the consummation of the transactions contemplated thereby, has been duly and validly taken, including without limitation:

(a) Resolutions of the Board of Directors (Διοικητικό Συμβούλιο) of TSL, adopted at a duly convened meeting held on [●], 2023, at which a quorum was present and acting throughout in accordance with TSL's articles of association and the requirements of Law 4548/2018, authorizing:

(i) the entry by TSL into the Facility and the execution, delivery, and performance by TSL of each of the Transaction Documents to which TSL is a party;

(ii) the borrowing by TSL of up to $150,000,000 under the Credit Agreement;

(iii) the grant by TSL of the security interests contemplated by the security documents; and

(iv) the taking of all such further actions and the execution and delivery of all such further documents and instruments as may be necessary or desirable in connection with the foregoing.

(b) To the extent required by TSL's articles of association or by applicable provisions of Law 4548/2018, approval by the general meeting of shareholders of TSL of the transactions contemplated by the Transaction Documents.

Note to P&D: C&H requests that P&D specifically confirm whether shareholder approval is required under TSL's articles of association or under Law 4548/2018 for (i) borrowings of the magnitude contemplated by the Facility ($150,000,000), (ii) the grant of first preferred ship mortgages over the Mortgaged Vessels, and/or (iii) the pledge of shares in TSL's subsidiaries. This is a matter of critical importance for the opinion and for the closing process. If shareholder approval is required, please advise us promptly so that we may coordinate with TSL's General Counsel, Aris Komnenidis, to arrange for the convening of a general meeting of shareholders within the transaction timeline.

(c) The designation of Elena Vassiliou, CEO, and Dimitrios Pantazis, CFO, as the authorized signatories of TSL for the purpose of executing and delivering the Transaction Documents on behalf of TSL, pursuant to resolutions of the Board of Directors of TSL.

No further corporate action on the part of TSL is required under Greek law or under TSL's articles of association in connection with the authorization, execution, delivery, or performance of the Transaction Documents.

Opinion 4: Execution and Delivery

Each of the Transaction Documents to which TSL is a party has been (or, upon execution at closing, will be) duly executed and delivered by TSL, acting through its duly authorized officers, Elena Vassiliou (CEO) and Dimitrios Pantazis (CFO), in accordance with the resolutions of the Board of Directors of TSL referred to in Opinion 3 above.

Note: This opinion is intended to be given in the present tense as of the closing date. At the time of closing, P&D should confirm that the Transaction Documents have in fact been executed by the designated authorized signatories and that no revocation or amendment of the relevant board resolutions has occurred.

Opinion 5: Enforceability (Greek Law Aspects)

The Credit Agreement and the other Transaction Documents are governed by the laws of the State of New York. The enforceability of the Transaction Documents under New York law will be addressed separately in the New York-law legal opinion to be delivered by Calderwood & Harkness LLP at closing. This opinion does not address enforceability under New York law.

To the extent that any obligation of TSL under the Transaction Documents is subject to or affected by Greek law, such obligation constitutes a legal, valid, and binding obligation of TSL, enforceable against TSL in accordance with its terms, subject to the qualifications and limitations set forth in Section F below.

With respect to the choice of New York law as the governing law of the Credit Agreement, we are of the opinion that, under Greek private international law — including the applicable provisions of the Greek Civil Code (Articles 25 et seq.) and Regulation (EC) No. 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (the "Rome I Regulation") — the choice of New York law as the governing law of the Credit Agreement will be recognized and given effect by Greek courts, provided that such choice of law does not contravene mandatory provisions of Greek law (within the meaning of Article 9 of the Rome I Regulation) or Greek public policy (ordre public) within the meaning of Article 21 of the Rome I Regulation.

With respect to the enforcement of foreign judgments, we are of the opinion that Greek courts would recognize and enforce a final, non-appealable judgment of a competent court of the State of New York rendered in accordance with the Credit Agreement, subject to compliance with the requirements set forth in Articles 323 and 905 of the Greek Code of Civil Procedure (Κώδικας Πολιτικής Δικονομίας) regarding the recognition and enforcement of foreign judgments in Greece, including without limitation:

(a) that the judgment is final and non-appealable under the law of the jurisdiction in which it was rendered;

(b) that the court rendering the judgment had jurisdiction under the rules of Greek private international law;

(c) that the judgment debtor had an adequate opportunity to participate in the proceedings and was not deprived of the right to be heard;

(d) that the judgment is not contrary to a prior judgment of a Greek court rendered in the same matter between the same parties, or to a prior foreign judgment that has already been recognized in Greece;

(e) that the judgment does not conflict with Greek public policy (ordre public) or with the fundamental principles of Greek law; and

(f) that the requirement of reciprocity is satisfied, i.e., that the courts of the jurisdiction in which the judgment was rendered would similarly recognize and enforce a judgment of a Greek court under comparable circumstances.

Opinion 6: No Conflict

The execution, delivery, and performance by TSL of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby (including the borrowing under the Credit Agreement, the grant of security interests under the security documents, and the performance of TSL's other obligations under the Transaction Documents), do not and will not:

(a) violate, conflict with, or result in a breach of any provision of TSL's articles of association (Καταστατικό) or other constitutional or organizational documents, each as currently in effect;

(b) violate any provision of Greek law or regulation applicable to TSL (including, without limitation, Law 4548/2018 on sociétés anonymes, applicable Greek maritime law, the Greek Commercial Code, applicable Greek tax laws and regulations, and Greek foreign exchange regulations), in each case as in effect on the date of this opinion;

(c) result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time or both, would constitute a default) under, any material agreement, contract, indenture, mortgage, deed of trust, loan agreement, note, lease, or other instrument to which TSL is a party or by which TSL or any of its properties or assets is bound, to the extent known to us;

Note to P&D: C&H requests that P&D confirm whether it is prepared to render this sub-opinion on the basis of (i) an officer's certificate from TSL confirming that no such breach or default would result, (ii) a review of specified material contracts provided by TSL, or (iii) some combination of the foregoing. C&H is prepared to assist in procuring an officer's certificate from TSL's General Counsel, Aris Komnenidis, or its CFO, Dimitrios Pantazis, for this purpose.

(d) result in the creation or imposition of any lien, charge, pledge, mortgage, security interest, or other encumbrance on any of TSL's properties or assets, other than the liens and security interests created pursuant to the security documents in favor of the Collateral Agent for the benefit of the Secured Parties; and

(e) violate any judgment, order, injunction, writ, decree, or ruling of any Greek court or any Greek governmental or regulatory authority that is applicable to TSL or any of its properties or assets, to the extent known to us after due inquiry.

Opinion 7: No Governmental Approvals

No consent, approval, authorization, order, registration, qualification, license, permit, or filing with or from any Greek governmental authority, regulatory body, court, or other public body or official is required for:

(a) the execution, delivery, and performance by TSL of the Transaction Documents to which it is a party;

(b) the borrowing by TSL of up to $150,000,000 under the Credit Agreement; or

(c) the grant by TSL of the security interests contemplated by the security documents (including first preferred ship mortgages on the Mortgaged Vessels, share pledges, assignments of earnings, and assignments of insurances);

except for the following:

(i) such filings with the General Electronic Commercial Registry (GEMI) as may be required to record the board resolutions and, if applicable, shareholder resolutions authorizing the transactions contemplated by the Transaction Documents, in accordance with applicable provisions of Law 4548/2018;

(ii) registration of first preferred ship mortgages with the applicable Greek Ship Registry (Νηολόγιο), to the extent that any of the eighteen (18) Mortgaged Vessels are registered under the Greek flag and are therefore subject to the jurisdiction of the Greek Ship Registry;

Note to P&D: C&H requests that P&D confirm whether any of the eighteen (18) Mortgaged Vessels identified in the Credit Agreement are registered under the Greek flag. If any vessels are Greek-flagged, P&D should describe the specific registration requirements applicable to the recording of first preferred ship mortgages with the Greek Ship Registry, including any applicable fees, filing deadlines, notarization requirements, and priority rules. If none of the Mortgaged Vessels are Greek-flagged, this sub-exception may be deleted from the final opinion.

(iii) any stamp duty (τέλος χαρτοσήμου), registration tax, notarial fees, or other documentary taxes or duties required under Greek law in connection with the execution, delivery, recording, or enforcement of the Transaction Documents; and

(iv) any other filings, registrations, consents, approvals, or authorizations that P&D identifies as necessary in connection with the transactions contemplated by the Transaction Documents.

Opinion 8: No Litigation

Note: C&H and the Administrative Agent may request that P&D include in the opinion either (a) a formal legal opinion or (b) a negative assurance statement (or confirmation based on factual inquiry) to the following effect:

Based solely on an officer's certificate delivered to us by a duly authorized officer of TSL, and without independent investigation (other than such searches of the records of the competent courts in Piraeus and Athens as we have deemed appropriate), to the best of our knowledge, there is no pending or, to our knowledge, threatened litigation, arbitration, administrative proceeding, or governmental investigation before any Greek court, arbitral tribunal, or governmental or regulatory authority that:

(a) challenges or seeks to enjoin, restrain, or otherwise prevent the consummation of the transactions contemplated by the Transaction Documents, or that questions the validity or enforceability of any of the Transaction Documents; or

(b) if adversely determined, would reasonably be expected to materially impair TSL's ability to perform its obligations under the Transaction Documents or to have a material adverse effect on the business, operations, financial condition, or prospects of TSL.

Note to P&D: This opinion (or negative assurance statement) is sometimes structured as a factual confirmation rather than a formal legal opinion, particularly in Greek legal practice. C&H requests P&D's view on the preferred approach. If P&D is not comfortable rendering a formal opinion on this point, a factual confirmation based on an officer's certificate and limited court searches may be acceptable to the Administrative Agent, subject to discussion with Meridian Atlantic's counsel.

F. Qualifications and Limitations

The opinions expressed herein are subject to the following qualifications and limitations, which P&D should review and supplement as it considers appropriate under current Greek law and practice:

Qualification 1: Bankruptcy and Insolvency

The opinions expressed herein are subject to the effect of applicable bankruptcy (πτώχευση), insolvency, reorganization, rehabilitation, moratorium, and similar laws affecting the rights and remedies of creditors generally under Greek law, including without limitation Law 4738/2020 (the Greek Insolvency Code, as amended), any successor legislation thereto, and any judicial or regulatory orders or measures that may be issued thereunder. In particular, the enforceability of the Transaction Documents and the security interests created thereby may be affected by the commencement of insolvency proceedings with respect to TSL, including the imposition of automatic stays, the avoidance of pre-insolvency transactions, the subordination or cram-down of secured claims, and the modification or discharge of obligations pursuant to a rehabilitation plan approved by the competent court.

Qualification 2: Equitable Principles

The enforceability of the Transaction Documents may be limited by general principles of Greek civil law, including without limitation:

(a) the prohibition of abuse of rights (κατάχρηση δικαιώματος) set forth in Article 281 of the Greek Civil Code, pursuant to which the exercise of a right is prohibited if it manifestly exceeds the bounds of good faith, good morals, or the social or economic purpose for which the right was conferred; and

(b) the principle of good faith in the performance of obligations (καλή πίστη) set forth in Article 288 of the Greek Civil Code, pursuant to which the debtor is obligated to perform its obligations in accordance with the requirements of good faith, taking into account the prevailing customs and practices of business transactions.

Qualification 3: Public Policy

The opinions expressed herein are subject to the limitation that Greek courts may refuse to give effect to, or may decline to enforce, any provision of the Transaction Documents to the extent that enforcement thereof would be contrary to Greek public policy (ordre public), as determined by the competent Greek court in the exercise of its judicial discretion. The concept of ordre public under Greek law encompasses the fundamental principles of the Greek legal order, including constitutional principles, mandatory provisions of Greek law, and basic principles of morality and justice.

Qualification 4: Currency Indemnity

Provisions of the Transaction Documents requiring payment in a specified currency (United States dollars) may not be enforceable as such if a Greek court renders judgment in euros. Under Greek procedural law, judgments of Greek courts are denominated in euros, and any foreign currency obligation may be converted into euros at the applicable exchange rate as of the date of payment or the date of the judgment, as determined by the competent court. Currency indemnity provisions requiring the obligor to compensate the obligee for any shortfall resulting from such conversion may be enforceable, but their enforceability is not free from doubt under Greek law.

Qualification 5: Foreign Judgments

The recognition and enforcement of foreign (New York) court judgments in Greece is subject to the conditions and requirements set forth in Articles 323 and 905 of the Greek Code of Civil Procedure (Κώδικας Πολιτικής Δικονομίας), as described in Opinion 5 above. In particular, recognition and enforcement is conditional upon, among other things, (a) reciprocity between Greece and the jurisdiction in which the judgment was rendered, (b) compliance with due process and the right to be heard, (c) finality of the judgment, and (d) the absence of any conflict with Greek public policy. We note that, as of the date hereof, there is no bilateral treaty between the Hellenic Republic and the United States of America specifically governing the mutual recognition and enforcement of judgments, and the question of reciprocity is determined on a case-by-case basis by the competent Greek court.

Qualification 6: Penalty / Liquidated Damages

Provisions of the Transaction Documents that could be characterized as penalties (ποινική ρήτρα) or forfeiture provisions under Greek law may be subject to judicial reduction by a Greek court if deemed manifestly disproportionate to the actual damage suffered by the obligee, in accordance with Article 409 of the Greek Civil Code. The determination of whether a provision constitutes a penalty and whether the amount thereof is manifestly disproportionate is within the discretion of the competent Greek court and is assessed on a case-by-case basis.

Qualification 7: Sovereign Immunity

We express no opinion as to whether TSL may claim or assert sovereign immunity or state immunity from jurisdiction or enforcement in any proceeding. We note that TSL is a privately held company and is not, to our knowledge, a state entity or an instrumentality of the Hellenic Republic. However, this qualification is included as a standard limitation and is not intended to suggest that any claim of sovereign immunity would be available to TSL in connection with the Transaction Documents.

Qualification 8: Tax

This opinion does not address the Greek tax consequences of the transactions contemplated by the Transaction Documents, including without limitation:

(a) any Greek withholding tax obligations on interest payments, fees, or other amounts payable by TSL to non-Greek lenders under the Credit Agreement;

(b) any Greek stamp duty (τέλος χαρτοσήμου) or other documentary taxes that may be applicable to the execution, delivery, or recording of the Transaction Documents;

(d) any other direct or indirect tax implications under Greek law.

We note that separate tax advice should be obtained from qualified Greek tax counsel with respect to the foregoing matters, including in particular the availability of benefits under applicable double taxation treaties between the Hellenic Republic and (i) the United States of America, (ii) Switzerland (relevant to Nordkapp Maritime Finance AG), and (iii) the United Kingdom (relevant to Eastbourne Capital Partners LLP).

Qualification 9: Scope Limitation — Greek Law Only

This opinion addresses exclusively matters of Greek law as in effect on the date hereof and does not extend to the laws of any other jurisdiction, including without limitation:

(a) the laws of the State of New York (which govern the Credit Agreement);

(b) the laws of the Republic of Cyprus (the jurisdiction of organization of Thalassa Dry Bulk Holdings Ltd. and Thalassa Logistics International Ltd.);

(c) the laws of the Republic of the marshall Islands (the jurisdiction of organization of Thalassa Tanker Operations Ltd.); or

(d) the laws of any other state, country, or jurisdiction.

To the extent that any matter addressed or referred to in this opinion is governed by or subject to the laws of any jurisdiction other than the Hellenic Republic, we have made no independent investigation of such laws and express no opinion thereon.

Qualification 10: Date Limitation

This opinion is rendered as of the date hereof and speaks only as of such date. We assume no obligation to update, supplement, revise, or reissue this opinion, or to notify any person of any change in law, regulation, judicial interpretation, or factual circumstance occurring after the date hereof that may affect the opinions expressed herein. The opinions expressed herein are based on the laws of the Hellenic Republic as in effect on the date hereof, and we express no opinion as to the effect of any subsequent legislative, regulatory, judicial, or administrative development.

G. Reliance and Benefit

This opinion is rendered solely for the benefit of the addressees hereof — namely, Meridian Atlantic Bank, National Association, in its capacity as Administrative Agent, the Lenders party to the Credit Agreement, and Pinnacle Trust & Agency Services Inc., in its capacity as Collateral Agent — in connection with the Transaction Documents and the transactions contemplated thereby. This opinion is delivered solely in connection with the Facility and may not be relied upon by the addressees for any other purpose.

This opinion may not be relied upon by, or furnished or disclosed to, any other person or entity, or used, circulated, quoted, or referred to for any other purpose, without our prior written consent in each instance.

Notwithstanding the foregoing, this opinion may be relied upon by (a) any successor or assign of Meridian Atlantic Bank, National Association, as Administrative Agent, (b) any successor or assign of Pinnacle Trust & Agency Services Inc., as Collateral Agent, and (c) any person or entity that becomes a Lender under the Credit Agreement by way of assignment or participation in accordance with the terms thereof, in each case without the requirement of any further consent from us, provided that any such successor, assign, or new Lender shall be deemed to have accepted and agreed to the assumptions, qualifications, and limitations set forth herein.

The inclusion of the foregoing reliance provisions is subject to further discussion and agreement among the parties and their respective counsel.

H. Signature block

PAVLOPOULOS & DRAKOS LAW FIRM

By: ________

Name: Theodoros Pavlopoulos

Title: Senior Partner

Date: ________

22 Filellinon Street Athens 105 57, Greece

III. ANNEXES TO THE OUTLINE

Annex A: Open Questions for Pavlopoulos & Drakos

The following questions remain open and require P&D's prompt review and response. C&H requests that P&D address each of the following items and revert with its responses at the earliest practicable opportunity, in order to facilitate timely preparation of the opinion and to avoid delay in the closing process.

1. Shareholder Approval. Please confirm whether shareholder approval (in addition to board of directors approval) is required under TSL's articles of association or under the applicable provisions of Law 4548/2018 (Greek law on sociétés anonymes) for (a) borrowings of the magnitude contemplated by the Facility ($150,000,000), (b) the grant of first preferred ship mortgages over the Mortgaged Vessels, and/or (c) the pledge of shares in TSL's subsidiaries. If shareholder approval is required, please advise us as to the procedural requirements therefor (including quorum and voting thresholds, notice periods, and any formalities of publication or registration with GEMI), so that we may coordinate with TSL's General Counsel to ensure that such approval is obtained in a timely manner.

2. Greek-Flagged Vessels. Please confirm whether any of the eighteen (18) Mortgaged Vessels identified in the Credit Agreement are registered under the Greek flag. If any Mortgaged Vessels are Greek-flagged, please describe in detail the requirements applicable to the recording of first preferred ship mortgages with the Greek Ship Registry (Νηολόγιο), including (a) the form and content of the mortgage instrument, (b) any notarization or legalization requirements, (c) applicable filing fees, (d) filing deadlines and priority rules, and (e) any other procedural requirements that must be satisfied to perfect the mortgage lien.

3. Stamp Duty, Notarial Fees, and Registration Taxes. Please confirm whether any stamp duty (τέλος χαρτοσήμου), notarial fees, registration taxes, or other documentary taxes or duties are payable in Greece in connection with the execution, delivery, recording, or enforcement of any of the Transaction Documents. If so, please provide estimated amounts and identify the party responsible for payment of such taxes or duties under applicable Greek law.

DRAFT OUTLINE — GREEK LAW LEGAL OPINION
Prepared by Calderwood & Harkness LLP for Use by Pavlopoulos & Drakos Law Firm
June 30, 2023
Matter Number: 1044-00002
DRAFT — PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Prepared by: Sophie Tremblay, Senior Associate, Banking & Finance, Calderwood & Harkness LLP Daniel Obi, Associate, Banking & Finance, Calderwood & Harkness LLP
Reviewed by: Ian Blackwood, Partner, Banking & Finance, Calderwood & Harkness LLP
Intended Recipient for Coordination: Theodoros Pavlopoulos, Senior Partner Pavlopoulos & Drakos Law Firm 22 Filellinon Street Athens 105 57, Greece
Right-click to update Table of Contents
I. TRANSMITTAL MEMORANDUM / INTRODUCTORY NOTE TO PAVLOPOULOS & DRAKOS
June 30, 2023
Theodoros Pavlopoulos, Esq. Senior Partner Pavlopoulos & Drakos Law Firm 22 Filellinon Street Athens 105 57, Greece
Dear Mr. Pavlopoulos:
This draft outline has been prepared by Calderwood & Harkness LLP ("C&H"), counsel to Thalassa Shipping & Logistics SA ("TSL" or the "Company"), in connection with the proposed $150,000,000 senior secured revolving credit facility (the "Facility") to be made available to TSL as Borrower. The purpose of this memorandum and the accompanying outline is to provide Pavlopoulos & Drakos Law Firm ("P&D") with a comprehensive framework for the preparation of the Greek-law legal opinion that will be required to be delivered at closing to the following parties:
(a) Meridian Atlantic Bank, National Association ("Meridian Atlantic" or "MAB"), in its capacity as Administrative Agent under the Credit Agreement;
(b) The Lenders party to the Credit Agreement, namely:
(i) Nordkapp Maritime Finance AG;
(ii) Clearwater Commercial Lending LLC; and
(iii) Eastbourne Capital Partners LLP; and
(c) Pinnacle Trust & Agency Services Inc., in its capacity as Collateral Agent and Security Trustee.
The delivery of the Greek-law legal opinion is a condition precedent to the initial drawdown under the Facility, and the form and substance of such opinion must be reasonably satisfactory to the Administrative Agent and the Lenders. Accordingly, it is essential that the opinion be comprehensive, precise, and consistent with prevailing Greek legal practice for transactions of this nature and magnitude.
We request that P&D review this outline carefully and:
(a) confirm which of the proposed opinions P&D is able to give in the form set forth herein;
(b) identify any opinions that P&D is unable to give, or that would require material modification or additional qualification;
(c) identify any additional qualifications, limitations, or assumptions that P&D considers necessary or appropriate under current Greek law and practice;
(d) raise any questions or concerns regarding the scope, form, or substance of the proposed opinion; and
(e) revert to us with P&D's comments and any proposed revisions at your earliest convenience.
For reference, C&H is separately preparing a New York-law enforceability opinion outline, dated July 1, 2023, which will address the enforceability of the Credit Agreement and related Transaction Documents under New York law, that being the governing law of the Credit Agreement. The New York-law opinion and the Greek-law opinion are intended to be complementary, and we will coordinate closely with P&D to ensure that the two opinions are consistent in scope and that there are no gaps or overlaps in coverage.
We also note that C&H's Athens office, located at 8 Vasilissis Sofias Avenue, Athens 106 74, Greece, is fully available for in-person coordination meetings at P&D's convenience. Please do not hesitate to reach out to Sophie Tremblay (s.tremblay@calderwoodharkness.com; +1 212 555 7843) or Daniel Obi (d.obi@calderwoodharkness.com; +1 212 555 7912) with any questions, or to coordinate directly with our Athens-based colleagues.
We look forward to working with P&D on this matter and appreciate your prompt attention to this outline.
Very truly yours,
CALDERWOOD & HARKNESS LLP
II. PROPOSED FORM OF OPINION LETTER
The following sets forth the proposed form, structure, and substance of the Greek-law legal opinion to be prepared by P&D and delivered at closing. Each section includes both the proposed language and, where appropriate, internal annotations for P&D's consideration. P&D should treat the form below as a starting point and adapt it as necessary to conform with Greek legal practice and P&D's standard form of opinion.
A. Addressees and Date
The opinion letter should be addressed as follows:
To:
Meridian Atlantic Bank, National Association as Administrative Agent 600 Lexington Avenue, 38th Floor New York, NY 10022 United States of America
The Lenders party to the Credit Agreement (as defined below)
Pinnacle Trust & Agency Services Inc. as Collateral Agent One Liberty Plaza, 44th Floor New York, NY 10006 United States of America
The opinion should be dated as of the closing date of the Facility. Based on the current transaction timeline, closing is anticipated to occur during Q2/Q3 2023; the specific date will be inserted once the closing date has been scheduled and confirmed by the parties. Until such time, the date line should read "[Closing Date]."
B. Introductory Paragraph
The introductory paragraph of the opinion should read substantially as follows (subject to P&D's review and any modifications P&D considers appropriate):
Ladies and Gentlemen:
We, Pavlopoulos & Drakos Law Firm, have acted as Greek counsel to Thalassa Shipping & Logistics SA (the "Company" or "TSL"), a société anonyme (Ανώνυμη Εταιρεία) organized and existing under the laws of the Hellenic Republic, in connection with the transactions described herein. The principal details of the Company are as follows:
This opinion is being delivered pursuant to Section [●] of the Credit Agreement (as defined below), which sets forth, among other conditions precedent to the initial extension of credit under the Facility, the delivery of a legal opinion of Greek counsel to the Company in form and substance reasonably satisfactory to the Administrative Agent.
This opinion is delivered in connection with the following documents (collectively, the "Transaction Documents"):
1.  Credit Agreement dated as of [Closing Date] among Thalassa Shipping & Logistics SA, as Borrower, the Guarantors party thereto, Meridian Atlantic Bank, National Association, as Administrative Agent, and the Lenders party thereto (the "Credit Agreement"), providing for a $150,000,000 senior secured revolving credit facility — governed by New York law;
2.  Guaranty Agreement executed by each of the Guarantors, including:
(a) Thalassa Dry Bulk Holdings Ltd., a company organized under the laws of the Republic of Cyprus;
(b) Thalassa Tanker Operations Ltd., a company organized under the laws of the Republic of the marshall Islands; and
(c) Thalassa Logistics International Ltd., a company organized under the laws of the Republic of Cyprus;
Note: This Greek-law opinion addresses only TSL in its capacity as the Borrower under the Credit Agreement. It does not address the capacity, authority, or obligations of the non-Greek Guarantors. Separate legal opinions with respect to the Guarantors are to be obtained from counsel admitted to practice in Cyprus (with respect to Thalassa Dry Bulk Holdings Ltd. and Thalassa Logistics International Ltd.) and the Republic of the marshall Islands (with respect to Thalassa Tanker Operations Ltd.).
3.  First Preferred Ship Mortgages on the Mortgaged Vessels (18 vessels), to the extent any such vessels are registered under the Greek flag and are therefore subject to Greek maritime law and Greek Ship Registry (Νηολόγιο) requirements;
4.  Share Pledge Agreement(s) with respect to the shares of certain subsidiaries of TSL, as specified in the Credit Agreement and the related security documents;
5.  Assignment of Earnings, pursuant to which TSL assigns to the Collateral Agent, for the benefit of the Secured Parties, TSL's rights to receive earnings and freight revenues from the Mortgaged Vessels;
6.  Assignment of Insurances, pursuant to which TSL assigns to the Collateral Agent, for the benefit of the Secured Parties, TSL's rights under the hull and machinery, protection and indemnity, and other insurance policies covering the Mortgaged Vessels; and
7.  Such other ancillary documents as may be specified upon finalization of the closing checklist (including any fee letters, notices, or subordination agreements required under the Transaction Documents).
The scope of this opinion is limited exclusively to matters of Greek law applicable to TSL as a société anonyme organized under the laws of the Hellenic Republic. This opinion does not address the laws of the State of New York (which govern the Credit Agreement), the laws of the Republic of Cyprus, the laws of the Republic of the marshall Islands, or the laws of any other jurisdiction. To the extent that any matter addressed herein is governed by or subject to the laws of a jurisdiction other than the Hellenic Republic, we express no opinion thereon and have assumed, without independent investigation, that such matters are governed by applicable law in a manner consistent with the opinions expressed herein.
C. Documents and Records Examined
In connection with the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, records, certificates, and instruments:
1.  A certified copy of the articles of association (Καταστατικό) of TSL, as currently in effect, together with all amendments thereto through the date hereof, as filed with the General Electronic Commercial Registry (GEMI) of the Hellenic Republic;
2.  A certified extract from the General Electronic Commercial Registry (GEMI) of the Hellenic Republic for TSL, GEMI Registration No. 143209501000, dated no earlier than [●] business days before the closing date, reflecting TSL's current registered status, registered office, corporate purpose, authorized share capital, members of the Board of Directors, and other particulars recorded with GEMI;
3.  Certified copies of the minutes of the meeting of the Board of Directors (Διοικητικό Συμβούλιο) of TSL held on [●], 2023, at which a quorum was present and acting throughout, authorizing (a) the execution, delivery, and performance by TSL of each of the Transaction Documents to which TSL is a party, (b) the borrowing by TSL of up to $150,000,000 under the Credit Agreement, (c) the grant by TSL of the security interests contemplated by the security documents, and (d) the appointment of Elena Vassiliou, CEO, and Dimitrios Pantazis, CFO, as authorized signatories for the execution of the Transaction Documents on behalf of TSL;
4.  Certified copies of the minutes of any general meeting of shareholders of TSL (to the extent that shareholder approval is required under TSL's articles of association or under applicable provisions of Law 4548/2018 on sociétés anonymes) approving or ratifying the transactions contemplated by the Transaction Documents, including the borrowing under the Facility, the grant of security over vessels and subsidiary shares, and any other matters requiring shareholder consent;
5.  An incumbency certificate issued by TSL, together with specimen signatures of the authorized officers designated to execute the Transaction Documents on behalf of TSL, including Elena Vassiliou (CEO) and Dimitrios Pantazis (CFO), and such other officers as may be designated from time to time;
6.  A tax clearance certificate (φορολογική ενημερότητα) issued by the competent Greek tax authority with respect to TSL, dated no earlier than [●] business days before the closing date, confirming that TSL is current with respect to its Greek tax obligations;
7.  A social security clearance certificate (ασφαλιστική ενημερότητα) issued by the competent Greek social security authority with respect to TSL, dated no earlier than [●] business days before the closing date, confirming that TSL is current with respect to its Greek social security contribution obligations;
8.  Copies of the Transaction Documents (as defined above) in substantially final form, as circulated to the parties and their respective counsel on or about the date hereof;
9.  Such other documents, records, certificates, instruments, and evidence of matters of law or fact as we have deemed necessary or appropriate in order to render the opinions expressed herein.
In our examination of the foregoing documents, we have assumed the accuracy and completeness of all factual representations and statements contained therein. We have not undertaken any independent investigation of the factual matters stated in certificates of officers of TSL, and we have relied upon such certificates without independent verification.
D. Assumptions
The opinions expressed herein are based upon and subject to the following assumptions, each of which we have made without independent investigation or verification:
1.  Authenticity and Conformity. All documents submitted to us as originals are authentic and complete, and all documents submitted to us as copies conform to the originals thereof. All documents submitted to us have been duly and properly executed by the parties thereto (to the extent not addressed by the express opinions set forth below with respect to TSL).
2.  Genuineness of Signatures. All signatures on all documents reviewed by us are genuine and have been affixed by the persons whose signatures they purport to be.
3.  Due Organization of Other Parties. Each party to the Transaction Documents (other than TSL) is duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of its respective jurisdiction of organization, and has the legal capacity and standing to enter into and perform its obligations under the Transaction Documents.
4.  Corporate Power and Authority of Other Parties. Each party to the Transaction Documents (other than TSL) has the requisite corporate or other organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents, and has taken all necessary corporate or other organizational action to authorize such execution, delivery, and performance.
5.  Due Authorization, Execution, and Delivery by Other Parties. The Transaction Documents have been duly authorized, executed, and delivered by each party thereto other than TSL. With respect to TSL, express opinions on authorization, execution, and delivery are given below in Section E of this opinion.
6.  Enforceability Under Governing Law. The Transaction Documents constitute legal, valid, binding, and enforceable obligations of each party thereto under the laws governing such documents (other than as to TSL under Greek law, as to which express opinions are given below). In particular, we have assumed, without independent investigation, that the Credit Agreement and related Transaction Documents constitute valid and enforceable obligations of each party thereto under the laws of the State of New York.
7.  Validity of Choice of Law. The choice of New York law as the governing law of the Credit Agreement is valid and effective under the laws of the State of New York and under any other applicable law (other than Greek law, as to which we express an opinion below regarding the recognition of such choice of law by Greek courts). We have not undertaken any investigation of New York law in connection with this opinion.
8.  No Usury Violation. The financial terms of the Transaction Documents, including without limitation the rate of interest, fees, and other charges payable thereunder, do not violate any applicable usury or similar laws of any jurisdiction (including the laws of the State of New York). We express no opinion on usury or similar laws.
9.  Accuracy of Officer's Certificates. All factual matters stated in certificates of officers of TSL reviewed by us in connection with this opinion are true, correct, and complete as of the date hereof and as of the closing date. We have relied upon such certificates without independent verification and have assumed that no information has been withheld from us that would affect the opinions expressed herein.
10.  No Subsequent Changes in GEMI Records. No event has occurred since the date of the GEMI extract reviewed by us that would alter, amend, or otherwise affect TSL's registered status, registered office, corporate purpose, authorized share capital, membership of the Board of Directors, or any other particulars recorded with GEMI. We have assumed that the GEMI extract accurately reflects TSL's registered status as of the date hereof and as of the closing date.
E. Opinions
Subject to the assumptions set forth above and the qualifications and limitations set forth below, we are of the opinion that, as of the date hereof:
Opinion 1: Due Organization and Valid Existence
TSL is a société anonyme (Ανώνυμη Εταιρεία) duly organized and validly existing under the laws of the Hellenic Republic, in accordance with the provisions of Law 4548/2018 on sociétés anonymes and all other applicable Greek legislation.
TSL is duly registered with the General Electronic Commercial Registry (GEMI) of the Hellenic Republic under Registration No. 143209501000. Based on our review of the certified GEMI extract referred to in Section C above, TSL's registration with GEMI is current and in good order, and TSL's registered office is located at 14 Akti Miaouli, Piraeus 185 35, Greece, within the Municipality of Piraeus, Attica Region, as recorded with GEMI.
TSL has not been dissolved, is not in liquidation (whether voluntary or compulsory), and, to the best of our knowledge after due inquiry (including, without limitation, a search of the records of the competent courts in Piraeus and Athens and review of the relevant online databases), no petition for bankruptcy (πτώχευση), rehabilitation proceedings, or any other insolvency-related proceedings under Law 4738/2020 (the Greek Insolvency Code) or any predecessor or successor legislation has been filed against TSL or is pending as of the date hereof.
In rendering this opinion, we have relied upon the certified GEMI extract, the articles of association (Καταστατικό) of TSL, and the applicable provisions of Law 4548/2018 (Greek law on sociétés anonymes), as amended and in effect as of the date hereof.
Opinion 2: Corporate Power and Authority
TSL has the corporate power and authority, under its articles of association and under applicable Greek law (including, without limitation, Law 4548/2018 on sociétés anonymes and applicable Greek maritime legislation), to:
(a) own, hold, lease, and operate its properties and assets, including its fleet of forty (40) vessels, consisting of twenty-eight (28) dry bulk carriers and twelve (12) tankers;
(b) carry on its business as presently conducted, including as owner and operator of dry bulk carriers and tankers, and as a provider of integrated maritime logistics services across the Mediterranean Sea, the Black Sea, and transatlantic trade routes;
(c) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party;
(d) borrow under the Credit Agreement up to $150,000,000 (one hundred fifty million United States dollars) on the terms and subject to the conditions set forth therein; and
(e) grant the security interests contemplated by the security documents (including, without limitation, first preferred ship mortgages on the Mortgaged Vessels, share pledges over the shares of designated subsidiaries, assignments of earnings, and assignments of insurances), to the extent such security interests are governed by or subject to Greek law.
In rendering this opinion, we have reviewed the relevant provisions of TSL's articles of association, including in particular Article [●] (corporate purpose), Article [●] (borrowing powers), and Article [●] (authority to grant security), together with the applicable provisions of Law 4548/2018. We confirm that TSL's articles of association do not contain any restriction or limitation on TSL's borrowing powers or authority to grant security that would be contravened by the transactions contemplated by the Transaction Documents.
Opinion 3: Due Authorization
All corporate action on the part of TSL that is necessary for the authorization, execution, delivery, and performance of the Transaction Documents to which TSL is a party, and the consummation of the transactions contemplated thereby, has been duly and validly taken, including without limitation:
(a) Resolutions of the Board of Directors (Διοικητικό Συμβούλιο) of TSL, adopted at a duly convened meeting held on [●], 2023, at which a quorum was present and acting throughout in accordance with TSL's articles of association and the requirements of Law 4548/2018, authorizing:
(i) the entry by TSL into the Facility and the execution, delivery, and performance by TSL of each of the Transaction Documents to which TSL is a party;
(ii) the borrowing by TSL of up to $150,000,000 under the Credit Agreement;
(iii) the grant by TSL of the security interests contemplated by the security documents; and
(iv) the taking of all such further actions and the execution and delivery of all such further documents and instruments as may be necessary or desirable in connection with the foregoing.
(b) To the extent required by TSL's articles of association or by applicable provisions of Law 4548/2018, approval by the general meeting of shareholders of TSL of the transactions contemplated by the Transaction Documents.
Note to P&D: C&H requests that P&D specifically confirm whether shareholder approval is required under TSL's articles of association or under Law 4548/2018 for (i) borrowings of the magnitude contemplated by the Facility ($150,000,000), (ii) the grant of first preferred ship mortgages over the Mortgaged Vessels, and/or (iii) the pledge of shares in TSL's subsidiaries. This is a matter of critical importance for the opinion and for the closing process. If shareholder approval is required, please advise us promptly so that we may coordinate with TSL's General Counsel, Aris Komnenidis, to arrange for the convening of a general meeting of shareholders within the transaction timeline.
(c) The designation of Elena Vassiliou, CEO, and Dimitrios Pantazis, CFO, as the authorized signatories of TSL for the purpose of executing and delivering the Transaction Documents on behalf of TSL, pursuant to resolutions of the Board of Directors of TSL.
No further corporate action on the part of TSL is required under Greek law or under TSL's articles of association in connection with the authorization, execution, delivery, or performance of the Transaction Documents.
Opinion 4: Execution and Delivery
Each of the Transaction Documents to which TSL is a party has been (or, upon execution at closing, will be) duly executed and delivered by TSL, acting through its duly authorized officers, Elena Vassiliou (CEO) and Dimitrios Pantazis (CFO), in accordance with the resolutions of the Board of Directors of TSL referred to in Opinion 3 above.
Note: This opinion is intended to be given in the present tense as of the closing date. At the time of closing, P&D should confirm that the Transaction Documents have in fact been executed by the designated authorized signatories and that no revocation or amendment of the relevant board resolutions has occurred.
Opinion 5: Enforceability (Greek Law Aspects)
The Credit Agreement and the other Transaction Documents are governed by the laws of the State of New York. The enforceability of the Transaction Documents under New York law will be addressed separately in the New York-law legal opinion to be delivered by Calderwood & Harkness LLP at closing. This opinion does not address enforceability under New York law.
To the extent that any obligation of TSL under the Transaction Documents is subject to or affected by Greek law, such obligation constitutes a legal, valid, and binding obligation of TSL, enforceable against TSL in accordance with its terms, subject to the qualifications and limitations set forth in Section F below.
With respect to the choice of New York law as the governing law of the Credit Agreement, we are of the opinion that, under Greek private international law — including the applicable provisions of the Greek Civil Code (Articles 25 et seq.) and Regulation (EC) No. 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (the "Rome I Regulation") — the choice of New York law as the governing law of the Credit Agreement will be recognized and given effect by Greek courts, provided that such choice of law does not contravene mandatory provisions of Greek law (within the meaning of Article 9 of the Rome I Regulation) or Greek public policy (ordre public) within the meaning of Article 21 of the Rome I Regulation.
With respect to the enforcement of foreign judgments, we are of the opinion that Greek courts would recognize and enforce a final, non-appealable judgment of a competent court of the State of New York rendered in accordance with the Credit Agreement, subject to compliance with the requirements set forth in Articles 323 and 905 of the Greek Code of Civil Procedure (Κώδικας Πολιτικής Δικονομίας) regarding the recognition and enforcement of foreign judgments in Greece, including without limitation:
(a) that the judgment is final and non-appealable under the law of the jurisdiction in which it was rendered;
(b) that the court rendering the judgment had jurisdiction under the rules of Greek private international law;
(c) that the judgment debtor had an adequate opportunity to participate in the proceedings and was not deprived of the right to be heard;
(d) that the judgment is not contrary to a prior judgment of a Greek court rendered in the same matter between the same parties, or to a prior foreign judgment that has already been recognized in Greece;
(e) that the judgment does not conflict with Greek public policy (ordre public) or with the fundamental principles of Greek law; and
(f) that the requirement of reciprocity is satisfied, i.e., that the courts of the jurisdiction in which the judgment was rendered would similarly recognize and enforce a judgment of a Greek court under comparable circumstances.
Opinion 6: No Conflict
The execution, delivery, and performance by TSL of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby (including the borrowing under the Credit Agreement, the grant of security interests under the security documents, and the performance of TSL's other obligations under the Transaction Documents), do not and will not:
(a) violate, conflict with, or result in a breach of any provision of TSL's articles of association (Καταστατικό) or other constitutional or organizational documents, each as currently in effect;
(b) violate any provision of Greek law or regulation applicable to TSL (including, without limitation, Law 4548/2018 on sociétés anonymes, applicable Greek maritime law, the Greek Commercial Code, applicable Greek tax laws and regulations, and Greek foreign exchange regulations), in each case as in effect on the date of this opinion;
(c) result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time or both, would constitute a default) under, any material agreement, contract, indenture, mortgage, deed of trust, loan agreement, note, lease, or other instrument to which TSL is a party or by which TSL or any of its properties or assets is bound, to the extent known to us;
Note to P&D: C&H requests that P&D confirm whether it is prepared to render this sub-opinion on the basis of (i) an officer's certificate from TSL confirming that no such breach or default would result, (ii) a review of specified material contracts provided by TSL, or (iii) some combination of the foregoing. C&H is prepared to assist in procuring an officer's certificate from TSL's General Counsel, Aris Komnenidis, or its CFO, Dimitrios Pantazis, for this purpose.
(d) result in the creation or imposition of any lien, charge, pledge, mortgage, security interest, or other encumbrance on any of TSL's properties or assets, other than the liens and security interests created pursuant to the security documents in favor of the Collateral Agent for the benefit of the Secured Parties; and
(e) violate any judgment, order, injunction, writ, decree, or ruling of any Greek court or any Greek governmental or regulatory authority that is applicable to TSL or any of its properties or assets, to the extent known to us after due inquiry.
Opinion 7: No Governmental Approvals
No consent, approval, authorization, order, registration, qualification, license, permit, or filing with or from any Greek governmental authority, regulatory body, court, or other public body or official is required for:
(a) the execution, delivery, and performance by TSL of the Transaction Documents to which it is a party;
(b) the borrowing by TSL of up to $150,000,000 under the Credit Agreement; or
(c) the grant by TSL of the security interests contemplated by the security documents (including first preferred ship mortgages on the Mortgaged Vessels, share pledges, assignments of earnings, and assignments of insurances);
except for the following:
(i) such filings with the General Electronic Commercial Registry (GEMI) as may be required to record the board resolutions and, if applicable, shareholder resolutions authorizing the transactions contemplated by the Transaction Documents, in accordance with applicable provisions of Law 4548/2018;
(ii) registration of first preferred ship mortgages with the applicable Greek Ship Registry (Νηολόγιο), to the extent that any of the eighteen (18) Mortgaged Vessels are registered under the Greek flag and are therefore subject to the jurisdiction of the Greek Ship Registry;
Note to P&D: C&H requests that P&D confirm whether any of the eighteen (18) Mortgaged Vessels identified in the Credit Agreement are registered under the Greek flag. If any vessels are Greek-flagged, P&D should describe the specific registration requirements applicable to the recording of first preferred ship mortgages with the Greek Ship Registry, including any applicable fees, filing deadlines, notarization requirements, and priority rules. If none of the Mortgaged Vessels are Greek-flagged, this sub-exception may be deleted from the final opinion.
(iii) any stamp duty (τέλος χαρτοσήμου), registration tax, notarial fees, or other documentary taxes or duties required under Greek law in connection with the execution, delivery, recording, or enforcement of the Transaction Documents; and
(iv) any other filings, registrations, consents, approvals, or authorizations that P&D identifies as necessary in connection with the transactions contemplated by the Transaction Documents.
Opinion 8: No Litigation
Note: C&H and the Administrative Agent may request that P&D include in the opinion either (a) a formal legal opinion or (b) a negative assurance statement (or confirmation based on factual inquiry) to the following effect:
Based solely on an officer's certificate delivered to us by a duly authorized officer of TSL, and without independent investigation (other than such searches of the records of the competent courts in Piraeus and Athens as we have deemed appropriate), to the best of our knowledge, there is no pending or, to our knowledge, threatened litigation, arbitration, administrative proceeding, or governmental investigation before any Greek court, arbitral tribunal, or governmental or regulatory authority that:
(a) challenges or seeks to enjoin, restrain, or otherwise prevent the consummation of the transactions contemplated by the Transaction Documents, or that questions the validity or enforceability of any of the Transaction Documents; or
(b) if adversely determined, would reasonably be expected to materially impair TSL's ability to perform its obligations under the Transaction Documents or to have a material adverse effect on the business, operations, financial condition, or prospects of TSL.
Note to P&D: This opinion (or negative assurance statement) is sometimes structured as a factual confirmation rather than a formal legal opinion, particularly in Greek legal practice. C&H requests P&D's view on the preferred approach. If P&D is not comfortable rendering a formal opinion on this point, a factual confirmation based on an officer's certificate and limited court searches may be acceptable to the Administrative Agent, subject to discussion with Meridian Atlantic's counsel.
F. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications and limitations, which P&D should review and supplement as it considers appropriate under current Greek law and practice:
Qualification 1: Bankruptcy and Insolvency
The opinions expressed herein are subject to the effect of applicable bankruptcy (πτώχευση), insolvency, reorganization, rehabilitation, moratorium, and similar laws affecting the rights and remedies of creditors generally under Greek law, including without limitation Law 4738/2020 (the Greek Insolvency Code, as amended), any successor legislation thereto, and any judicial or regulatory orders or measures that may be issued thereunder. In particular, the enforceability of the Transaction Documents and the security interests created thereby may be affected by the commencement of insolvency proceedings with respect to TSL, including the imposition of automatic stays, the avoidance of pre-insolvency transactions, the subordination or cram-down of secured claims, and the modification or discharge of obligations pursuant to a rehabilitation plan approved by the competent court.
Qualification 2: Equitable Principles
The enforceability of the Transaction Documents may be limited by general principles of Greek civil law, including without limitation:
(a) the prohibition of abuse of rights (κατάχρηση δικαιώματος) set forth in Article 281 of the Greek Civil Code, pursuant to which the exercise of a right is prohibited if it manifestly exceeds the bounds of good faith, good morals, or the social or economic purpose for which the right was conferred; and
(b) the principle of good faith in the performance of obligations (καλή πίστη) set forth in Article 288 of the Greek Civil Code, pursuant to which the debtor is obligated to perform its obligations in accordance with the requirements of good faith, taking into account the prevailing customs and practices of business transactions.
Qualification 3: Public Policy
The opinions expressed herein are subject to the limitation that Greek courts may refuse to give effect to, or may decline to enforce, any provision of the Transaction Documents to the extent that enforcement thereof would be contrary to Greek public policy (ordre public), as determined by the competent Greek court in the exercise of its judicial discretion. The concept of ordre public under Greek law encompasses the fundamental principles of the Greek legal order, including constitutional principles, mandatory provisions of Greek law, and basic principles of morality and justice.
Qualification 4: Currency Indemnity
Provisions of the Transaction Documents requiring payment in a specified currency (United States dollars) may not be enforceable as such if a Greek court renders judgment in euros. Under Greek procedural law, judgments of Greek courts are denominated in euros, and any foreign currency obligation may be converted into euros at the applicable exchange rate as of the date of payment or the date of the judgment, as determined by the competent court. Currency indemnity provisions requiring the obligor to compensate the obligee for any shortfall resulting from such conversion may be enforceable, but their enforceability is not free from doubt under Greek law.
Qualification 5: Foreign Judgments
The recognition and enforcement of foreign (New York) court judgments in Greece is subject to the conditions and requirements set forth in Articles 323 and 905 of the Greek Code of Civil Procedure (Κώδικας Πολιτικής Δικονομίας), as described in Opinion 5 above. In particular, recognition and enforcement is conditional upon, among other things, (a) reciprocity between Greece and the jurisdiction in which the judgment was rendered, (b) compliance with due process and the right to be heard, (c) finality of the judgment, and (d) the absence of any conflict with Greek public policy. We note that, as of the date hereof, there is no bilateral treaty between the Hellenic Republic and the United States of America specifically governing the mutual recognition and enforcement of judgments, and the question of reciprocity is determined on a case-by-case basis by the competent Greek court.
Qualification 6: Penalty / Liquidated Damages
Provisions of the Transaction Documents that could be characterized as penalties (ποινική ρήτρα) or forfeiture provisions under Greek law may be subject to judicial reduction by a Greek court if deemed manifestly disproportionate to the actual damage suffered by the obligee, in accordance with Article 409 of the Greek Civil Code. The determination of whether a provision constitutes a penalty and whether the amount thereof is manifestly disproportionate is within the discretion of the competent Greek court and is assessed on a case-by-case basis.
Qualification 7: Sovereign Immunity
We express no opinion as to whether TSL may claim or assert sovereign immunity or state immunity from jurisdiction or enforcement in any proceeding. We note that TSL is a privately held company and is not, to our knowledge, a state entity or an instrumentality of the Hellenic Republic. However, this qualification is included as a standard limitation and is not intended to suggest that any claim of sovereign immunity would be available to TSL in connection with the Transaction Documents.
Qualification 8: Tax
This opinion does not address the Greek tax consequences of the transactions contemplated by the Transaction Documents, including without limitation:
(a) any Greek withholding tax obligations on interest payments, fees, or other amounts payable by TSL to non-Greek lenders under the Credit Agreement;
(b) any Greek stamp duty (τέλος χαρτοσήμου) or other documentary taxes that may be applicable to the execution, delivery, or recording of the Transaction Documents;
(c) any value-added tax (VAT) implications of the transactions; or
(d) any other direct or indirect tax implications under Greek law.
We note that separate tax advice should be obtained from qualified Greek tax counsel with respect to the foregoing matters, including in particular the availability of benefits under applicable double taxation treaties between the Hellenic Republic and (i) the United States of America, (ii) Switzerland (relevant to Nordkapp Maritime Finance AG), and (iii) the United Kingdom (relevant to Eastbourne Capital Partners LLP).
Qualification 9: Scope Limitation — Greek Law Only
This opinion addresses exclusively matters of Greek law as in effect on the date hereof and does not extend to the laws of any other jurisdiction, including without limitation:
(a) the laws of the State of New York (which govern the Credit Agreement);
(b) the laws of the Republic of Cyprus (the jurisdiction of organization of Thalassa Dry Bulk Holdings Ltd. and Thalassa Logistics International Ltd.);
(c) the laws of the Republic of the marshall Islands (the jurisdiction of organization of Thalassa Tanker Operations Ltd.); or
(d) the laws of any other state, country, or jurisdiction.
To the extent that any matter addressed or referred to in this opinion is governed by or subject to the laws of any jurisdiction other than the Hellenic Republic, we have made no independent investigation of such laws and express no opinion thereon.
Qualification 10: Date Limitation
This opinion is rendered as of the date hereof and speaks only as of such date. We assume no obligation to update, supplement, revise, or reissue this opinion, or to notify any person of any change in law, regulation, judicial interpretation, or factual circumstance occurring after the date hereof that may affect the opinions expressed herein. The opinions expressed herein are based on the laws of the Hellenic Republic as in effect on the date hereof, and we express no opinion as to the effect of any subsequent legislative, regulatory, judicial, or administrative development.
G. Reliance and Benefit
This opinion is rendered solely for the benefit of the addressees hereof — namely, Meridian Atlantic Bank, National Association, in its capacity as Administrative Agent, the Lenders party to the Credit Agreement, and Pinnacle Trust & Agency Services Inc., in its capacity as Collateral Agent — in connection with the Transaction Documents and the transactions contemplated thereby. This opinion is delivered solely in connection with the Facility and may not be relied upon by the addressees for any other purpose.
This opinion may not be relied upon by, or furnished or disclosed to, any other person or entity, or used, circulated, quoted, or referred to for any other purpose, without our prior written consent in each instance.
Notwithstanding the foregoing, this opinion may be relied upon by (a) any successor or assign of Meridian Atlantic Bank, National Association, as Administrative Agent, (b) any successor or assign of Pinnacle Trust & Agency Services Inc., as Collateral Agent, and (c) any person or entity that becomes a Lender under the Credit Agreement by way of assignment or participation in accordance with the terms thereof, in each case without the requirement of any further consent from us, provided that any such successor, assign, or new Lender shall be deemed to have accepted and agreed to the assumptions, qualifications, and limitations set forth herein.
The inclusion of the foregoing reliance provisions is subject to further discussion and agreement among the parties and their respective counsel.
H. Signature block
PAVLOPOULOS & DRAKOS LAW FIRM
By: ________
Name: Theodoros Pavlopoulos
Title: Senior Partner
Date: ________
22 Filellinon Street Athens 105 57, Greece
III. ANNEXES TO THE OUTLINE
Annex A: Open Questions for Pavlopoulos & Drakos
The following questions remain open and require P&D's prompt review and response. C&H requests that P&D address each of the following items and revert with its responses at the earliest practicable opportunity, in order to facilitate timely preparation of the opinion and to avoid delay in the closing process.
1. Shareholder Approval. Please confirm whether shareholder approval (in addition to board of directors approval) is required under TSL's articles of association or under the applicable provisions of Law 4548/2018 (Greek law on sociétés anonymes) for (a) borrowings of the magnitude contemplated by the Facility ($150,000,000), (b) the grant of first preferred ship mortgages over the Mortgaged Vessels, and/or (c) the pledge of shares in TSL's subsidiaries. If shareholder approval is required, please advise us as to the procedural requirements therefor (including quorum and voting thresholds, notice periods, and any formalities of publication or registration with GEMI), so that we may coordinate with TSL's General Counsel to ensure that such approval is obtained in a timely manner.
2. Greek-Flagged Vessels. Please confirm whether any of the eighteen (18) Mortgaged Vessels identified in the Credit Agreement are registered under the Greek flag. If any Mortgaged Vessels are Greek-flagged, please describe in detail the requirements applicable to the recording of first preferred ship mortgages with the Greek Ship Registry (Νηολόγιο), including (a) the form and content of the mortgage instrument, (b) any notarization or legalization requirements, (c) applicable filing fees, (d) filing deadlines and priority rules, and (e) any other procedural requirements that must be satisfied to perfect the mortgage lien.
3. Stamp Duty, Notarial Fees, and Registration Taxes. Please confirm whether any stamp duty (τέλος χαρτοσήμου), notarial fees, registration taxes, or other documentary taxes or duties are payable in Greece in connection with the execution, delivery, recording, or enforcement of any of the Transaction Documents. If so, please provide estimated amounts and identify the party responsible for payment of such taxes or duties under applicable Greek law.
4. Ability to Give Proposed Opinions. Please confirm P&D's ability to give each of the opinions proposed in Section E above (Opinions 1 through 8) in the form set forth herein. If P&D is unable to give any of the proposed opinions, or if any opinion would require material modification, additional qualification, or limitation, please identify such opinion and describe the nature of the modification, qualification, or limitation.
5. Additional Qualifications or Limitations. Please identify any additional qualifications, limitations, or assumptions that P&D considers necessary or appropriate under current Greek law and practice that have not been included in the proposed form of opinion set forth herein. In particular, please advise whether any qualifications are required in connection with (a) Greek foreign exchange controls or capital controls, (b) anti-money laundering regulations, (c) data protection regulations (GDPR and Greek implementing legislation), or (d) any other regulatory requirements applicable to the transactions.
6. Officer's Certificates. Please confirm the form and substance of any officer's certificates that P&D will require from TSL in connection with the preparation and delivery of the opinion. C&H is prepared to assist in preparing such certificates in coordination with TSL's General Counsel, Aris Komnenidis.
7. Turnaround Time. Please confirm P&D's expected turnaround time for preparation of the final opinion once (a) final execution versions of the Transaction Documents have been made available, (b) all supporting corporate documents (board minutes, shareholder minutes, GEMI extract, incumbency certificates, clearance certificates) have been delivered, and (c) all open questions set forth in this Annex A have been resolved.
Annex B: List of Transaction Documents (Cross-Reference to Closing Checklist)
This Annex B sets forth a cross-reference to the master closing checklist for the Facility and identifies the specific Transaction Documents to be covered by the Greek-law opinion.
Master Closing Checklist: The 78-item Closing Checklist dated July 3, 2023, as prepared by Calderwood & Harkness LLP, constitutes the definitive list of documents, certificates, and instruments required to be executed, delivered, or satisfied at or prior to closing. The Closing Checklist has been circulated to all parties and their respective counsel.
Transaction Documents Covered by Greek-Law Opinion: The specific Transaction Documents to be addressed by the Greek-law opinion are those identified in Section B (Introductory Paragraph) of the proposed form of opinion letter set forth above, namely:
1.  Credit Agreement (Item 1 of the Closing Checklist)
2.  Guaranty Agreement (Item 3 of the Closing Checklist) — to the extent relevant to TSL as Borrower only
3.  First Preferred Ship Mortgages (Items 12–29 of the Closing Checklist) — to the extent any Mortgaged Vessels are Greek-flagged
4.  Share Pledge Agreement(s) (Items 30–33 of the Closing Checklist)
5.  Assignment of Earnings (Items 34–51 of the Closing Checklist)
6.  Assignment of Insurances (Items 52–69 of the Closing Checklist)
7.  Any additional ancillary documents identified upon finalization of the closing checklist
Status of Document Circulation: For reference, we note the following:
•  The near-final Credit Agreement was circulated to all parties on July 3, 2023.
•  Draft security documents (first preferred ship mortgages, share pledge agreements, assignment of earnings, and assignment of insurances) were circulated by Whitmore, Jennings & Alcott LLP (counsel to Meridian Atlantic Bank, N.A.) on June 16, 2023.
•  C&H's markup comments on the draft security documents were delivered to Whitmore, Jennings & Alcott LLP on June 23, 2023.
•  Final execution versions of the Transaction Documents are expected to be agreed and circulated in advance of the scheduled closing date.
The final list of Transaction Documents to be covered by the Greek-law opinion will be confirmed upon finalization of the closing mechanics and the closing checklist.
Annex C: Key Entity Information for TSL
The following table sets forth key entity and financial information for Thalassa Shipping & Logistics SA, as provided by TSL and verified against publicly available records, for P&D's reference in connection with the preparation of the opinion.
IV. DISTRIBUTION AND NEXT STEPS
This draft outline is being distributed as follows:
1. Pavlopoulos & Drakos Law Firm. This outline is being transmitted by Calderwood & Harkness LLP to Theodoros Pavlopoulos, Senior Partner, Pavlopoulos & Drakos Law Firm, 22 Filellinon Street, Athens 105 57, Greece, for review and comment. P&D is requested to review this outline, respond to the open questions set forth in Annex A, and revert to C&H with its comments, proposed revisions, and any questions at the earliest practicable opportunity.
2. Thalassa Shipping & Logistics SA. A copy of this outline is being provided to Aris Komnenidis, General Counsel, Thalassa Shipping & Logistics SA, 14 Akti Miaouli, Piraeus 185 35, Greece, for information purposes and to facilitate coordination between TSL's in-house legal team and P&D with respect to the corporate documents and officer's certificates required in connection with the opinion.
3. Calderwood & Harkness LLP (Internal). An internal copy of this outline is being retained in the C&H matter file for this transaction, Matter No. 1044-00002, in accordance with C&H's document retention policies.
Note Regarding Status of this Outline. This outline was prepared by Calderwood & Harkness LLP in anticipation of the closing of the Facility and for the purpose of facilitating coordination with Pavlopoulos & Drakos Law Firm regarding the Greek-law legal opinion. The opinion itself was never finalized or delivered. On July 18–19, 2023, Meridian Atlantic Bank, National Association, withdrew from its mandate as Administrative Agent and Lead Arranger for the Facility, resulting in the termination of the closing process. As of the date of this memorandum, the Facility has not been consummated and no closing has occurred. This outline is retained in C&H's files for reference purposes only.
CONFIDENTIALITY NOTICE: This document is a draft prepared by Calderwood & Harkness LLP and is protected by the attorney-client privilege, the work product doctrine, and other applicable privileges and protections. This document is intended solely for the use of the designated recipients and may not be disclosed, distributed, or reproduced, in whole or in part, without the prior written consent of Calderwood & Harkness LLP.
Item | Detail
Full Legal Name | Thalassa Shipping & Logistics SA
Entity Type | Société Anonyme (Ανώνυμη Εταιρεία / SA)
Jurisdiction of Organization | Hellenic Republic (Greece)
Registered Office | 14 Akti Miaouli, Piraeus 185 35, Greece
Greek Tax Identification Number (AFM) | 094728361
GEMI Registration No. | 143209501000
Item | Detail
Full Legal Name | Thalassa Shipping & Logistics SA
Entity Type | Société Anonyme (Ανώνυμη Εταιρεία)
Jurisdiction of Organization | Hellenic Republic (Greece)
Registered Office | 14 Akti Miaouli, Piraeus 185 35, Greece
Greek Tax Identification Number (AFM) | 094728361
GEMI Registration No. | 143209501000
Founder & Chairman of the Board | Nikolaos Karadimitriou
Chief Executive Officer (CEO) | Elena Vassiliou
Chief Financial Officer (CFO) | Dimitrios Pantazis
General Counsel | Aris Komnenidis
Fleet Size | 40 vessels total
Fleet Composition | 28 dry bulk carriers; 12 tankers
Revenue (FY 2022) | Approximately $620,000,000
EBITDA (FY 2022) | Approximately $145,000,000
Total Fleet Value (Q1 2023 Appraisal) | Approximately $1,200,000,000
Auditors | Hawthorne & Garrett LLP
Auditors' Address | 130 Kifissias Avenue, Marousi, Athens 151 25, Greece

DRAFT OUTLINE — GREEK LAW LEGAL OPINION

I. TRANSMITTAL MEMORANDUM / INTRODUCTORY NOTE TO PAVLOPOULOS & DRAKOS

CALDERWOOD & HARKNESS LLP

II. PROPOSED FORM OF OPINION LETTER

PAVLOPOULOS & DRAKOS LAW FIRM

III. ANNEXES TO THE OUTLINE

Record

Parties

Dates

Amounts