1044-00003 · Client 1044 · documents

legal-opinion-authorization-enforceability.docx DOCUMENT Finance & Banking

36 / 76 ← → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP Attorneys at Law

780 Third Avenue New York, New York 10017

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

June 30, 2023

Matter No. 1044-00003

Nordbank International AG as Administrative Agent and Collateral Agent Bahnhofstrasse 78 8001 Zürich, Switzerland

Attention: Henrik Lüdemann, Managing Director, Shipping & Offshore Finance

and

Each of the Lenders party to the Credit Agreement referenced below, specifically:

Aegean Capital Bank SA (Athens, Greece)

Harborstone Bank plc (London, United Kingdom)

Pacifica Trade Finance Corp. (Singapore)

Continental Maritime Lending GmbH (Hamburg, Germany)

Triton Credit Partners LP (New York, New York)

Laurentian Shipping Fund II (Montreal, Canada)

Caspian Asset Management Ltd. (Dubai, United Arab Emirates)

Pelagos Institutional Credit Fund (Limassol, Cyprus)

Nordbank International AG, in its capacity as a Lender

Ladies and Gentlemen:

We have acted as counsel to Thalassa Americas Inc., a corporation duly incorporated under the General Corporation Law of the State of Delaware ("TAI" or the "Company"), and Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic ("TSL" and, together with TAI, the "Borrowers"), in connection with the transactions contemplated by the Restructuring Support Agreement dated March 14, 2023 (the "RSA"), among TSL, TAI, Nordbank International AG ("Nordbank"), in its capacity as Administrative Agent, the Consenting Senior Secured Lenders (as defined in the RSA), Dralvecen Mezzanine Capital LLC, and KFO Holdings Société Anonyme. This opinion letter is delivered pursuant to Section 4.01(f) of Amendment No. 1 to the Senior Secured Credit Agreement (as defined below) as a condition precedent to the effectiveness of the Amendment and the closing of the transactions contemplated by the RSA on the date hereof, June 30, 2023.

The opinions expressed herein are limited to matters arising under the laws of the State of New York, the federal laws of the United States of America, and the General Corporation Law of the State of Delaware (the "DGCL"), in each case as in effect on the date hereof. We express no opinion as to the laws of the Hellenic Republic or any other foreign jurisdiction; matters of Greek law are the province of Vassiliou & Demetriou Law Offices, Greek counsel to TSL, which is delivering a separate opinion letter to the addressees hereof on the date hereof.

1. DOCUMENTS EXAMINED AND DEFINED TERMS

1.1 Transaction Documents

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

1. Amendment No. 1 to Senior Secured Credit Agreement, dated as of May 15, 2023 (the "Amendment"), among TSL, as Borrower, TAI, as Co-Borrower with respect to the U.S. Tranche (as defined therein), Nordbank International AG, as Administrative Agent and Collateral Agent, and the Lenders party thereto, amending that certain Senior Secured Credit Agreement originally dated as of June 15, 2019 (the "Original Credit Agreement" and, as amended by the Amendment, the "Amended Credit Agreement").

2. Amended and Restated Intercreditor Agreement, dated as of May 15, 2023 (the "Intercreditor Agreement"), by and between Nordbank International AG, in its capacity as First-Lien Agent, and Dralvecen Mezzanine Capital LLC, in its capacity as Second-Lien Holder, which agreement governs the relative priorities, rights, and remedies of the first-lien and second-lien creditors with respect to the shared collateral securing the obligations of the Borrowers.

3. Amended and Restated Intercompany Promissory Note, dated as of May 25, 2023 (the "Intercompany Note"), made by TAI, as maker, in favor of TSL, as holder, in the original principal amount of Seventy-Six Million Four Hundred Thousand Dollars ($76,400,000), as amended and restated to, among other things, extend the maturity date from June 2025 to December 2028 and reduce the applicable interest rate from 5.0% per annum to 2.0% per annum.

4. Restructuring Support Agreement, dated as of March 14, 2023, among TSL, TAI, Nordbank International AG, as Administrative Agent, the Consenting Senior Secured Lenders (as defined therein), Dralvecen Mezzanine Capital LLC, and KFO Holdings Société Anonyme, setting forth the terms upon which the parties agreed to support and implement the out-of-court restructuring of the Borrowers' indebtedness.

5. Side Letter Agreement: Vessel Disposition Undertaking, dated as of March 14, 2023 (the "Vessel Disposition Side Letter"), between TSL and Nordbank International AG, as Administrative Agent, regarding the agreed-upon disposition of six (6) dry-bulk carrier vessels from the fleet for estimated aggregate gross sale proceeds of approximately Seventy-Two Million Dollars ($72,000,000), the net proceeds of which are required to be applied as a mandatory prepayment under the Amended Credit Agreement.

6. Joinder Agreement — Consenting Lenders, dated as of March 14, 2023, pursuant to which certain Lenders holding in excess of 66⅔% of the outstanding commitments and loans under the Original Credit Agreement executed joinders to the RSA and agreed to be bound by the terms thereof.

1.2 Organizational and Corporate Documents

In addition to the Opinion Documents, we have examined the following organizational and corporate documents of TAI:

(a) The Certificate of Incorporation of Thalassa Americas Inc., as originally filed with the Secretary of State of the State of Delaware on March 22, 2019, together with all amendments thereto through the date hereof (the "Certificate of Incorporation").

(b) The Bylaws of Thalassa Americas Inc., as currently in effect and as certified to us by the Secretary of the Company (the "Bylaws").

(c) Resolutions of the Board of Directors of TAI, adopted on May 10, 2023, authorizing the execution, delivery, and performance by TAI of each of the Opinion Documents to which TAI is a party and the consummation of the transactions contemplated thereby (the "Board Resolutions"), as certified by the Secretary's Certificate of TAI dated June 30, 2023.

(d) A certificate of good standing with respect to TAI issued by the Secretary of State of the State of Delaware, dated June 26, 2023 (the "Good Standing Certificate").

(e) An Officer's Certificate of Marcus Hale, President of TAI, dated June 30, 2023 (the "Officer's Certificate"), certifying as to certain factual matters relevant to the opinions expressed herein, including that (i) TAI is not in default under any of its material agreements, (ii) all representations and warranties of TAI set forth in the Opinion Documents are true and correct as of the date hereof, and (iii) no event of default or event that, with notice or lapse of time or both, would constitute an event of default has occurred and is continuing under the Amended Credit Agreement.

(f) A Secretary's Certificate of TAI, dated June 30, 2023 (the "Secretary's Certificate"), certifying as to (i) the Certificate of Incorporation, (ii) the Bylaws, (iii) the Board Resolutions, and (iv) the incumbency and specimen signatures of the officers of TAI authorized to execute the Opinion Documents, namely Marcus Hale, President, and Diana Restrepo, Vice President — Finance.

1.3 Other Documents Reviewed

We have also reviewed the following additional documents and materials:

(a) The Original Credit Agreement, dated as of June 15, 2019, among TSL, as Borrower, TAI, as Co-Borrower with respect to the U.S. Tranche, Nordbank International AG, as Administrative Agent and Collateral Agent, and the Lenders party thereto, which provided for aggregate commitments of Six Hundred Eighty-Five Million Dollars ($685,000,000), comprising (i) a Term Loan A facility in the aggregate principal amount of $400,000,000, (ii) a Revolving Credit Facility in the aggregate principal amount of $200,000,000, and (iii) a U.S. Tranche Term Loan B facility in the aggregate principal amount of $85,000,000.

(b) The original Intercreditor Agreement, dated as of June 15, 2019, by and between Nordbank International AG, as First-Lien Agent, and Dralvecen Mezzanine Capital LLC, as Second-Lien Holder.

(c) The Forbearance Agreement, dated as of October 10, 2022, among the Borrowers, Nordbank International AG, as Administrative Agent, and the Lenders party thereto, pursuant to which the Lenders agreed to forbear from exercising certain rights and remedies arising from the Borrowers' failure to comply with specified financial covenants under the Original Credit Agreement, as amended by the First Amendment to the Forbearance Agreement, dated as of January 8, 2023, and the Second Amendment to the Forbearance Agreement, dated as of March 8, 2023.

(d) A Consent and Waiver Letter from Garrison Trust Company, dated March 20, 2023, in its capacity as indenture trustee for the $50,000,000 aggregate principal amount of 8.50% Senior Unsecured Notes due 2024 issued by TSL, consenting to the consummation of the transactions contemplated by the RSA and waiving any default or event of default under the applicable indenture arising therefrom.

(e) A Solvency Certificate of Diana Restrepo, Vice President — Finance of TAI, dated June 30, 2023, certifying as to the solvency of TAI after giving effect to the transactions contemplated by the Opinion Documents, including that (i) the fair value of TAI's assets exceeds TAI's total liabilities (including contingent and unliquidated liabilities), (ii) TAI is able to pay its debts as they become due, and (iii) TAI does not have unreasonably small capital for the conduct of its business.

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

1.4 Defined Terms

As used in this opinion letter, and in addition to terms defined elsewhere herein, the following terms have the meanings set forth below:

"Company" means Thalassa Americas Inc.

"TAI" means Thalassa Americas Inc., a Delaware C-Corporation (employer identification number: 84-3291057), with its principal office located at 1400 McKinney Street, Suite 2200, Houston, Texas 77010, and its registered agent for service of process in the State of Delaware being Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801.

"TSL" means Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic, with its registered office at 42 Akti Miaouli, Piraeus 18538, Greece (Greek Tax Identification Number (AFM): 998214763).

"Nordbank" or "Administrative Agent" means Nordbank International AG, a corporation organized under the laws of Switzerland, acting in its capacity as Administrative Agent and Collateral Agent under the Amended Credit Agreement, or, where the context so requires, in its capacity as a Lender.

"Lenders" means the financial institutions party to the Amended Credit Agreement from time to time in their capacity as lenders thereunder.

"Opinion Documents" means, collectively, the documents listed in Section 1.1 above to which TAI is a party.

Capitalized terms used but not defined herein have the meanings ascribed to them in the Amended Credit Agreement.

2. ASSUMPTIONS

The opinions expressed herein are subject to, and have been rendered in reliance upon, the following assumptions, without independent investigation or verification thereof:

2.1 The genuineness of all signatures on all documents examined by us, other than the signatures of officers of TAI, as to which we have relied upon the Secretary's Certificate.

2.2 The authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as facsimile, electronic, or photographic copies.

2.3 That each party to the Opinion Documents (other than TAI) has been duly organized or formed, is validly existing and in good standing under the laws of its respective jurisdiction of organization or formation, and has the requisite corporate, limited liability company, limited partnership, or other organizational power and authority to execute, deliver, and perform each Opinion Document to which it is a party, and has duly authorized, executed, and delivered each such Opinion Document. In particular, and without limiting the generality of the foregoing, we have assumed that TSL has been duly organized and is validly existing as a société anonyme under the laws of the Hellenic Republic and has the requisite corporate power and authority under Greek law to execute and perform the Opinion Documents to which it is a party.

2.4 That each Opinion Document constitutes the legal, valid, and binding obligation of each party thereto (other than TAI), enforceable against each such party in accordance with its terms, subject, as to enforceability, to such party's applicable bankruptcy, insolvency, and similar laws and to general principles of equity.

2.5 That the factual matters set forth in the Officer's Certificate of Marcus Hale, President of TAI, dated June 30, 2023, and the Secretary's Certificate of TAI, dated June 30, 2023, including, without limitation, the representations concerning TAI's organizational documents, board resolutions, officer incumbency, and the absence of material defaults, are true, correct, and complete as of the date hereof.

2.6 That the Good Standing Certificate issued by the Secretary of State of the State of Delaware with respect to TAI, dated June 26, 2023, is accurate as of the date hereof, and that no action has been taken by the State of Delaware or any other person to dissolve, revoke the charter of, or otherwise adversely affect the good standing of TAI since the date of such certificate.

2.7 That neither the execution and delivery of the Opinion Documents by the parties thereto, nor the consummation of the transactions contemplated thereby, will result in a violation of any order, judgment, injunction, award, or decree of any court, arbitrator, or governmental authority binding upon TAI, except as may be addressed in the separate opinion letter captioned "C&H Legal Opinion: No Conflicts / No Violations (TAI)" delivered by us on the date hereof.

3. OPINIONS

Based upon the foregoing and subject to the assumptions, qualifications, and limitations set forth herein, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that:

Opinion 3.1: Due Organization and Valid Existence

TAI is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware. In rendering this opinion, we have relied upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware, dated June 26, 2023, and on our review of the Certificate of Incorporation of TAI, as filed with the Secretary of State of the State of Delaware and as certified to us in the Secretary's Certificate. TAI was originally organized as a C-Corporation under the DGCL on March 22, 2019, and has at all times since its incorporation maintained its corporate existence in good standing under Delaware law.

Opinion 3.2: Corporate Power and Authority

TAI has the corporate power and authority under its Certificate of Incorporation and Bylaws to:

(a) execute, deliver, and perform its obligations under each of the Opinion Documents to which it is a party, including, without limitation, (i) Amendment No. 1 to the Senior Secured Credit Agreement, pursuant to which TAI has assumed obligations as Co-Borrower with respect to the U.S. Tranche under the Amended Credit Agreement, (ii) the Amended and Restated Intercompany Promissory Note in the principal amount of Seventy-Six Million Four Hundred Thousand Dollars ($76,400,000), and (iii) the Restructuring Support Agreement; and

(b) own, lease, and operate its properties and assets and to carry on its business as presently conducted, including its Houston terminal operations, Jones Act–exempt foreign-flag vessel scheduling activities, and domestic freight brokerage business.

We have reviewed the Certificate of Incorporation and Bylaws of TAI and have confirmed that the purposes for which TAI was organized, as set forth in its Certificate of Incorporation, are sufficiently broad to encompass the execution, delivery, and performance of the Opinion Documents and the conduct of TAI's business as described above. Nothing in the Certificate of Incorporation or Bylaws limits or restricts the ability of TAI to incur indebtedness, execute guarantees or promissory notes, or enter into the types of transactions contemplated by the Opinion Documents.

Opinion 3.3: Due Authorization

The execution, delivery, and performance by TAI of each Opinion Document to which TAI is a party has been duly authorized by all necessary corporate action on the part of TAI. Such authorization includes the adoption of the Board Resolutions by the Board of Directors of TAI on May 10, 2023, which Board Resolutions were duly adopted in accordance with the Certificate of Incorporation and Bylaws of TAI and applicable provisions of the DGCL, and which Board Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, as certified in the Secretary's Certificate dated June 30, 2023.

No approval, consent, or authorization of the stockholders of TAI is required in connection with the execution, delivery, or performance by TAI of the Opinion Documents or the consummation of the transactions contemplated thereby. TAI is a wholly-owned subsidiary of TSL, and the actions authorized by the Board Resolutions are within the authority of the Board of Directors of TAI under the Certificate of Incorporation, the Bylaws, and the DGCL, without the need for stockholder action.

Opinion 3.4: Due Execution and Delivery

Each Opinion Document to which TAI is a party has been duly executed and delivered by TAI. In rendering this opinion, we have relied upon the Secretary's Certificate dated June 30, 2023, certifying the incumbency and authority of the officers of TAI who executed the Opinion Documents on behalf of TAI, namely Marcus Hale, in his capacity as President of TAI, and Diana Restrepo, in her capacity as Vice President — Finance of TAI. We have compared the signatures appearing on the executed Opinion Documents with the specimen signatures set forth in the Secretary's Certificate and have confirmed that the Opinion Documents were signed by the persons identified therein in their respective capacities as authorized officers of TAI.

Opinion 3.5: Enforceability

Each Opinion Document to which TAI is a party constitutes the legal, valid, and binding obligation of TAI, enforceable against TAI in accordance with its respective terms. This opinion is subject to the Enforceability Qualifications set forth in Section 4 below, including, without limitation, the effect of applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and general principles of equity.

Opinion 3.6: No Governmental Approvals Required

No consent, approval, authorization, order, license, permit, registration, qualification, or filing with any federal, state, or local governmental authority or regulatory body of the United States, the State of New York, or the State of Delaware is required in connection with the execution, delivery, or performance by TAI of the Opinion Documents to which TAI is a party, or the consummation by TAI of the transactions contemplated thereby, except for (a) such filings, consents, approvals, and authorizations as have already been obtained or made on or prior to the date hereof, and (b) such filings as may be required to be made after the date hereof pursuant to the terms of the Opinion Documents themselves, including any post-closing filings or notices contemplated by the Amended Credit Agreement.

4. QUALIFICATIONS AND LIMITATIONS

The opinions expressed in Section 3 above, and in particular the enforceability opinion set forth in Opinion 3.5, are subject to the following qualifications and limitations (collectively, the "Enforceability Qualifications"):

4.1 Bankruptcy and Insolvency Qualification

The enforceability of each Opinion Document to which TAI is a party is subject to the effect of (a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preference, and other similar laws now or hereafter in effect affecting creditors' rights and remedies generally, including, without limitation, the provisions of Title 11 of the United States Code (the "Bankruptcy Code"), and (b) general principles of equity, whether applied in a proceeding at law or in equity, including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the discretion of the court before which any proceeding therefor may be brought.

We note that the restructuring transactions contemplated by the RSA and the Amendment were negotiated against the backdrop of a potential filing by TAI for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (Houston Division), which contingency was actively planned for during the course of our engagement. While such filing was ultimately averted by the successful negotiation and closing of the out-of-court restructuring on the date hereof, we observe that the rights and remedies of the Administrative Agent and the Lenders under the Amended Credit Agreement could be materially affected in the event of a future bankruptcy or insolvency proceeding involving TAI or any of the other Borrower entities.

4.2 Equitable Principles Qualification

The enforceability opinion set forth in Opinion 3.5 is further subject to the application of general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, the possible unavailability of specific performance, injunctive relief, or other equitable remedies in circumstances where such remedies may be deemed by a court of competent jurisdiction to be inappropriate or not available, and the application of principles of commercial reasonableness, good faith, fair dealing, unconscionability, and other equitable doctrines that may limit the enforceability of certain provisions of the Opinion Documents.

4.3 Certain Remedial Provisions

Without limiting the generality of the foregoing qualifications, we express no opinion as to the enforceability of any provision of the Opinion Documents to the extent that such provision relates to:

(a) indemnification, contribution, or exculpation, to the extent that such provisions may be limited or rendered unenforceable by applicable law or considerations of public policy, including, without limitation, federal or state securities laws, or to the extent that the indemnified party is found to have engaged in negligence, gross negligence, willful misconduct, or fraud;

(b) waivers of rights or defenses, to the extent that such waivers may be limited or prohibited by applicable law, including, without limitation, waivers of the right to a trial by jury, waivers of rights under anti-deficiency statutes, or waivers of notice or other procedural rights that may not be waived as a matter of law;

(c) provisions purporting to establish evidentiary standards or to shift the burden of proof in any proceeding, to the extent that such provisions may be deemed invalid or unenforceable by a court of competent jurisdiction;

(d) choice-of-forum, consent-to-jurisdiction, or venue provisions, to the extent that the enforceability of such provisions may be limited by applicable law, including federal law respecting subject matter jurisdiction and the discretion of courts to transfer proceedings under 28 U.S.C. § 1404(a) or the doctrine of forum non conveniens; and

(e) provisions relating to the imposition of penalties, liquidated damages, late payment charges, or acceleration of future amounts due (other than the outstanding principal amount of the indebtedness), to the extent that such provisions may be deemed to constitute unenforceable penalties under applicable law.

4.4 Usury and Regulatory Limitations

We express no opinion as to the applicability or effect of usury laws or other federal, state, or local regulatory limitations on rates of interest, fees, or charges, including, without limitation, any limitations arising under the laws of the State of New York, the State of Texas, or any other jurisdiction. We note that the Amended Credit Agreement and the Intercompany Note contain provisions governing the applicable interest rates and default interest rates, and we express no opinion as to whether such rates, as applied in any given circumstance, would comply with applicable usury or interest-rate limitations.

4.5 Limitation on Governing Law Opinions

To the extent that any Opinion Document is expressed to be governed by the laws of a jurisdiction other than the State of New York or the State of Delaware, we have assumed, solely for purposes of the opinions expressed herein, that the laws of such jurisdiction are identical in all relevant respects to the internal laws of the State of New York (without giving effect to principles of conflicts of law). We express no opinion whatsoever as to the laws of the Hellenic Republic, the Swiss Confederation, the United Kingdom, the Republic of Singapore, the Federal Republic of Germany, or any other foreign jurisdiction. Opinions as to matters of Greek law should be sought from Vassiliou & Demetriou Law Offices, 15 Vasilissis Sofias Avenue, Athens 10674, Greece, which firm is separately delivering an opinion letter to the addressees hereof on the date hereof.

4.6 Security Interest and Collateral Matters

This opinion letter does not address, and we express no opinion with respect to, the creation, attachment, perfection, priority, or enforceability of any security interest, lien, mortgage, pledge, or other encumbrance in or upon any collateral securing the obligations of the Borrowers under the Amended Credit Agreement or any other Opinion Document. Without limiting the generality of the foregoing, we express no opinion with respect to the first-priority liens and security interests granted by the Borrowers and their subsidiaries in the following categories of collateral, which liens and security interests are addressed separately under applicable maritime law, Article 9 of the Uniform Commercial Code as in effect in the applicable jurisdictions, and the laws of the applicable foreign jurisdictions:

(i) thirty-eight (38) dry-bulk carrier vessels;

(ii) twelve (12) container vessels;

(iii) the leasehold interest in the Houston terminal facility;

(iv) accounts receivable and other receivables of TAI and TSL;

(v) the equity interests in TAI held by TSL; and

(vi) the equity interests in each of the fourteen (14) vessel-owning special purpose vehicles (the "Vessel SPVs") organized under the laws of the Republic of the marshall Islands, the Republic of Liberia, and the Hellenic Republic, which Vessel SPVs are direct or indirect subsidiaries of TSL and which hold title to the vessels comprising the collateral fleet.

4.7 Tax Matters

We express no opinion with respect to any tax matters, including, without limitation, any federal, state, local, or foreign tax consequences of the transactions contemplated by the Opinion Documents, the characterization of any payment or transaction for tax purposes, or the availability or effect of any tax deduction, credit, or exemption.

5. RELIANCE AND OTHER MATTERS

5.1 Scope of Reliance

This opinion letter is furnished solely for the benefit of the Administrative Agent (Nordbank International AG, in its capacity as Administrative Agent and Collateral Agent under the Amended Credit Agreement) and each of the Lenders party to the Amended Credit Agreement on the date hereof, in connection with the closing of the transactions contemplated by the RSA on June 30, 2023. This opinion letter is delivered solely in connection with the Amendment and the related RSA transactions and may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent. Without limiting the foregoing, Dralvecen Mezzanine Capital LLC, KFO Holdings Société Anonyme, Garrison Trust Company, and any other party to the RSA transactions or any related agreement may not rely on this opinion letter unless we have separately addressed a letter to such party expressly extending the benefit of this opinion to it.

5.2 Date Limitation

The opinions expressed herein are given as of the date hereof, June 30, 2023, only, and are based on the laws, facts, and circumstances existing as of such date. We assume no obligation to update, revise, or supplement this opinion letter to reflect any changes in law (whether by legislative action, judicial decision, or otherwise), any changes in facts or circumstances, or any events occurring after the date hereof that may affect the opinions expressed herein, nor do we undertake any obligation to inform you of any facts or circumstances that may come to our attention after the date hereof that might alter the opinions expressed herein.

5.3 No Implied Opinions

We express no opinion other than as expressly set forth in Section 3 of this opinion letter. No opinion is to be inferred or implied beyond the matters expressly stated herein. Without limiting the foregoing, we express no opinion as to (a) the financial condition or solvency of TAI or any other person or entity, (b) the accuracy or completeness of any financial statements, projections, or other financial information reviewed by us, (c) the compliance by TAI or any other person with any financial covenants or negative covenants contained in the Opinion Documents, or (d) the value or condition of any assets of TAI or any other person.

5.4 New York and Delaware Law Limitation

The opinions expressed herein are limited in all respects to the internal laws of the State of New York (without giving effect to principles of conflicts of law other than Section 5-1401 of the New York General Obligations Law), the General Corporation Law of the State of Delaware, and the federal laws of the United States of America, in each case as in effect on the date hereof. Members of this firm are admitted to practice law in the State of New York and before various federal courts of the United States. We are not admitted to practice law in any other jurisdiction, and we do not purport to be experts in, and we express no opinion as to, the laws of any other jurisdiction, including, without limitation, the laws of the State of Texas (notwithstanding that TAI's principal office is located in Houston, Texas), the laws of the Hellenic Republic, the laws of Switzerland, or the laws of any other domestic or foreign jurisdiction.

5.5 Consent to Filing

We hereby consent to the filing of this opinion letter as an exhibit to the Amendment or as otherwise required under the terms of the Amended Credit Agreement or any related transaction document. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

•

We note for the avoidance of doubt that a separate opinion letter, captioned "C&H Legal Opinion: No Conflicts / No Violations (TAI)," is being delivered concurrently on the date hereof by this firm to the same addressees, addressing matters related to conflicts between the Opinion Documents and TAI's Certificate of Incorporation, Bylaws, material contractual obligations, and applicable laws. Such separate opinion letter should be read in conjunction with, and as a complement to, this opinion letter. Additionally, we note that each of the following certificates and instruments is being delivered concurrently on the date hereof in connection with the closing of the transactions contemplated by the RSA, and we have relied upon the accuracy of the factual statements set forth therein in rendering the opinions expressed herein:

(i) Secretary's Certificate of TAI, dated June 30, 2023;

(ii) Officer's Certificate of Marcus Hale, President of TAI, dated June 30, 2023; and

(iii) Solvency Certificate of Diana Restrepo, Vice President — Finance of TAI, dated June 30, 2023.

•

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower, Partner

Calderwood & Harkness LLP 780 Third Avenue New York, New York 10017 Telephone: (212) 558-4000

Enclosures: As referenced herein. cc: Marcus Hale, President, Thalassa Americas Inc. Diana Restrepo, VP Finance, Thalassa Americas Inc. Vassiliou & Demetriou Law Offices, Athens, Greece (Greek counsel to TSL)

CALDERWOOD & HARKNESS LLP Attorneys at Law
780 Third Avenue New York, New York 10017
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
June 30, 2023
Matter No. 1044-00003
Nordbank International AG as Administrative Agent and Collateral Agent Bahnhofstrasse 78 8001 Zürich, Switzerland
Attention: Henrik Lüdemann, Managing Director, Shipping & Offshore Finance
and
Each of the Lenders party to the Credit Agreement referenced below, specifically:
Aegean Capital Bank SA (Athens, Greece)
Harborstone Bank plc (London, United Kingdom)
Pacifica Trade Finance Corp. (Singapore)
Continental Maritime Lending GmbH (Hamburg, Germany)
Triton Credit Partners LP (New York, New York)
Laurentian Shipping Fund II (Montreal, Canada)
Caspian Asset Management Ltd. (Dubai, United Arab Emirates)
Pelagos Institutional Credit Fund (Limassol, Cyprus)
Nordbank International AG, in its capacity as a Lender
Ladies and Gentlemen:
We have acted as counsel to Thalassa Americas Inc., a corporation duly incorporated under the General Corporation Law of the State of Delaware ("TAI" or the "Company"), and Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic ("TSL" and, together with TAI, the "Borrowers"), in connection with the transactions contemplated by the Restructuring Support Agreement dated March 14, 2023 (the "RSA"), among TSL, TAI, Nordbank International AG ("Nordbank"), in its capacity as Administrative Agent, the Consenting Senior Secured Lenders (as defined in the RSA), Dralvecen Mezzanine Capital LLC, and KFO Holdings Société Anonyme. This opinion letter is delivered pursuant to Section 4.01(f) of Amendment No. 1 to the Senior Secured Credit Agreement (as defined below) as a condition precedent to the effectiveness of the Amendment and the closing of the transactions contemplated by the RSA on the date hereof, June 30, 2023.
The opinions expressed herein are limited to matters arising under the laws of the State of New York, the federal laws of the United States of America, and the General Corporation Law of the State of Delaware (the "DGCL"), in each case as in effect on the date hereof. We express no opinion as to the laws of the Hellenic Republic or any other foreign jurisdiction; matters of Greek law are the province of Vassiliou & Demetriou Law Offices, Greek counsel to TSL, which is delivering a separate opinion letter to the addressees hereof on the date hereof.
1. DOCUMENTS EXAMINED AND DEFINED TERMS
1.1 Transaction Documents
In rendering the opinions set forth herein, we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of each of the following documents (collectively, the "Opinion Documents"):
1.  Amendment No. 1 to Senior Secured Credit Agreement, dated as of May 15, 2023 (the "Amendment"), among TSL, as Borrower, TAI, as Co-Borrower with respect to the U.S. Tranche (as defined therein), Nordbank International AG, as Administrative Agent and Collateral Agent, and the Lenders party thereto, amending that certain Senior Secured Credit Agreement originally dated as of June 15, 2019 (the "Original Credit Agreement" and, as amended by the Amendment, the "Amended Credit Agreement").
2.  Amended and Restated Intercreditor Agreement, dated as of May 15, 2023 (the "Intercreditor Agreement"), by and between Nordbank International AG, in its capacity as First-Lien Agent, and Dralvecen Mezzanine Capital LLC, in its capacity as Second-Lien Holder, which agreement governs the relative priorities, rights, and remedies of the first-lien and second-lien creditors with respect to the shared collateral securing the obligations of the Borrowers.
3.  Amended and Restated Intercompany Promissory Note, dated as of May 25, 2023 (the "Intercompany Note"), made by TAI, as maker, in favor of TSL, as holder, in the original principal amount of Seventy-Six Million Four Hundred Thousand Dollars ($76,400,000), as amended and restated to, among other things, extend the maturity date from June 2025 to December 2028 and reduce the applicable interest rate from 5.0% per annum to 2.0% per annum.
4.  Restructuring Support Agreement, dated as of March 14, 2023, among TSL, TAI, Nordbank International AG, as Administrative Agent, the Consenting Senior Secured Lenders (as defined therein), Dralvecen Mezzanine Capital LLC, and KFO Holdings Société Anonyme, setting forth the terms upon which the parties agreed to support and implement the out-of-court restructuring of the Borrowers' indebtedness.
5.  Side Letter Agreement: Vessel Disposition Undertaking, dated as of March 14, 2023 (the "Vessel Disposition Side Letter"), between TSL and Nordbank International AG, as Administrative Agent, regarding the agreed-upon disposition of six (6) dry-bulk carrier vessels from the fleet for estimated aggregate gross sale proceeds of approximately Seventy-Two Million Dollars ($72,000,000), the net proceeds of which are required to be applied as a mandatory prepayment under the Amended Credit Agreement.
6.  Joinder Agreement — Consenting Lenders, dated as of March 14, 2023, pursuant to which certain Lenders holding in excess of 66⅔% of the outstanding commitments and loans under the Original Credit Agreement executed joinders to the RSA and agreed to be bound by the terms thereof.
1.2 Organizational and Corporate Documents
In addition to the Opinion Documents, we have examined the following organizational and corporate documents of TAI:
(a) The Certificate of Incorporation of Thalassa Americas Inc., as originally filed with the Secretary of State of the State of Delaware on March 22, 2019, together with all amendments thereto through the date hereof (the "Certificate of Incorporation").
(b) The Bylaws of Thalassa Americas Inc., as currently in effect and as certified to us by the Secretary of the Company (the "Bylaws").
(c) Resolutions of the Board of Directors of TAI, adopted on May 10, 2023, authorizing the execution, delivery, and performance by TAI of each of the Opinion Documents to which TAI is a party and the consummation of the transactions contemplated thereby (the "Board Resolutions"), as certified by the Secretary's Certificate of TAI dated June 30, 2023.
(d) A certificate of good standing with respect to TAI issued by the Secretary of State of the State of Delaware, dated June 26, 2023 (the "Good Standing Certificate").
(e) An Officer's Certificate of Marcus Hale, President of TAI, dated June 30, 2023 (the "Officer's Certificate"), certifying as to certain factual matters relevant to the opinions expressed herein, including that (i) TAI is not in default under any of its material agreements, (ii) all representations and warranties of TAI set forth in the Opinion Documents are true and correct as of the date hereof, and (iii) no event of default or event that, with notice or lapse of time or both, would constitute an event of default has occurred and is continuing under the Amended Credit Agreement.
(f) A Secretary's Certificate of TAI, dated June 30, 2023 (the "Secretary's Certificate"), certifying as to (i) the Certificate of Incorporation, (ii) the Bylaws, (iii) the Board Resolutions, and (iv) the incumbency and specimen signatures of the officers of TAI authorized to execute the Opinion Documents, namely Marcus Hale, President, and Diana Restrepo, Vice President — Finance.
1.3 Other Documents Reviewed
We have also reviewed the following additional documents and materials:
(a) The Original Credit Agreement, dated as of June 15, 2019, among TSL, as Borrower, TAI, as Co-Borrower with respect to the U.S. Tranche, Nordbank International AG, as Administrative Agent and Collateral Agent, and the Lenders party thereto, which provided for aggregate commitments of Six Hundred Eighty-Five Million Dollars ($685,000,000), comprising (i) a Term Loan A facility in the aggregate principal amount of $400,000,000, (ii) a Revolving Credit Facility in the aggregate principal amount of $200,000,000, and (iii) a U.S. Tranche Term Loan B facility in the aggregate principal amount of $85,000,000.
(b) The original Intercreditor Agreement, dated as of June 15, 2019, by and between Nordbank International AG, as First-Lien Agent, and Dralvecen Mezzanine Capital LLC, as Second-Lien Holder.
(c) The Forbearance Agreement, dated as of October 10, 2022, among the Borrowers, Nordbank International AG, as Administrative Agent, and the Lenders party thereto, pursuant to which the Lenders agreed to forbear from exercising certain rights and remedies arising from the Borrowers' failure to comply with specified financial covenants under the Original Credit Agreement, as amended by the First Amendment to the Forbearance Agreement, dated as of January 8, 2023, and the Second Amendment to the Forbearance Agreement, dated as of March 8, 2023.
(d) A Consent and Waiver Letter from Garrison Trust Company, dated March 20, 2023, in its capacity as indenture trustee for the $50,000,000 aggregate principal amount of 8.50% Senior Unsecured Notes due 2024 issued by TSL, consenting to the consummation of the transactions contemplated by the RSA and waiving any default or event of default under the applicable indenture arising therefrom.
(e) A Solvency Certificate of Diana Restrepo, Vice President — Finance of TAI, dated June 30, 2023, certifying as to the solvency of TAI after giving effect to the transactions contemplated by the Opinion Documents, including that (i) the fair value of TAI's assets exceeds TAI's total liabilities (including contingent and unliquidated liabilities), (ii) TAI is able to pay its debts as they become due, and (iii) TAI does not have unreasonably small capital for the conduct of its business.
(f) Such other documents, certificates, corporate records, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein.
1.4 Defined Terms
As used in this opinion letter, and in addition to terms defined elsewhere herein, the following terms have the meanings set forth below:
"Company" means Thalassa Americas Inc.
"TAI" means Thalassa Americas Inc., a Delaware C-Corporation (employer identification number: 84-3291057), with its principal office located at 1400 McKinney Street, Suite 2200, Houston, Texas 77010, and its registered agent for service of process in the State of Delaware being Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801.
"TSL" means Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic, with its registered office at 42 Akti Miaouli, Piraeus 18538, Greece (Greek Tax Identification Number (AFM): 998214763).
"Nordbank" or "Administrative Agent" means Nordbank International AG, a corporation organized under the laws of Switzerland, acting in its capacity as Administrative Agent and Collateral Agent under the Amended Credit Agreement, or, where the context so requires, in its capacity as a Lender.
"Lenders" means the financial institutions party to the Amended Credit Agreement from time to time in their capacity as lenders thereunder.
"Opinion Documents" means, collectively, the documents listed in Section 1.1 above to which TAI is a party.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Amended Credit Agreement.
2. ASSUMPTIONS
The opinions expressed herein are subject to, and have been rendered in reliance upon, the following assumptions, without independent investigation or verification thereof:
2.1 The genuineness of all signatures on all documents examined by us, other than the signatures of officers of TAI, as to which we have relied upon the Secretary's Certificate.
2.2 The authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as facsimile, electronic, or photographic copies.
2.3 That each party to the Opinion Documents (other than TAI) has been duly organized or formed, is validly existing and in good standing under the laws of its respective jurisdiction of organization or formation, and has the requisite corporate, limited liability company, limited partnership, or other organizational power and authority to execute, deliver, and perform each Opinion Document to which it is a party, and has duly authorized, executed, and delivered each such Opinion Document. In particular, and without limiting the generality of the foregoing, we have assumed that TSL has been duly organized and is validly existing as a société anonyme under the laws of the Hellenic Republic and has the requisite corporate power and authority under Greek law to execute and perform the Opinion Documents to which it is a party.
2.4 That each Opinion Document constitutes the legal, valid, and binding obligation of each party thereto (other than TAI), enforceable against each such party in accordance with its terms, subject, as to enforceability, to such party's applicable bankruptcy, insolvency, and similar laws and to general principles of equity.
2.5 That the factual matters set forth in the Officer's Certificate of Marcus Hale, President of TAI, dated June 30, 2023, and the Secretary's Certificate of TAI, dated June 30, 2023, including, without limitation, the representations concerning TAI's organizational documents, board resolutions, officer incumbency, and the absence of material defaults, are true, correct, and complete as of the date hereof.
2.6 That the Good Standing Certificate issued by the Secretary of State of the State of Delaware with respect to TAI, dated June 26, 2023, is accurate as of the date hereof, and that no action has been taken by the State of Delaware or any other person to dissolve, revoke the charter of, or otherwise adversely affect the good standing of TAI since the date of such certificate.
2.7 That neither the execution and delivery of the Opinion Documents by the parties thereto, nor the consummation of the transactions contemplated thereby, will result in a violation of any order, judgment, injunction, award, or decree of any court, arbitrator, or governmental authority binding upon TAI, except as may be addressed in the separate opinion letter captioned "C&H Legal Opinion: No Conflicts / No Violations (TAI)" delivered by us on the date hereof.
3. OPINIONS
Based upon the foregoing and subject to the assumptions, qualifications, and limitations set forth herein, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that:
Opinion 3.1: Due Organization and Valid Existence
TAI is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware. In rendering this opinion, we have relied upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware, dated June 26, 2023, and on our review of the Certificate of Incorporation of TAI, as filed with the Secretary of State of the State of Delaware and as certified to us in the Secretary's Certificate. TAI was originally organized as a C-Corporation under the DGCL on March 22, 2019, and has at all times since its incorporation maintained its corporate existence in good standing under Delaware law.
Opinion 3.2: Corporate Power and Authority
TAI has the corporate power and authority under its Certificate of Incorporation and Bylaws to:
(a) execute, deliver, and perform its obligations under each of the Opinion Documents to which it is a party, including, without limitation, (i) Amendment No. 1 to the Senior Secured Credit Agreement, pursuant to which TAI has assumed obligations as Co-Borrower with respect to the U.S. Tranche under the Amended Credit Agreement, (ii) the Amended and Restated Intercompany Promissory Note in the principal amount of Seventy-Six Million Four Hundred Thousand Dollars ($76,400,000), and (iii) the Restructuring Support Agreement; and
(b) own, lease, and operate its properties and assets and to carry on its business as presently conducted, including its Houston terminal operations, Jones Act–exempt foreign-flag vessel scheduling activities, and domestic freight brokerage business.
We have reviewed the Certificate of Incorporation and Bylaws of TAI and have confirmed that the purposes for which TAI was organized, as set forth in its Certificate of Incorporation, are sufficiently broad to encompass the execution, delivery, and performance of the Opinion Documents and the conduct of TAI's business as described above. Nothing in the Certificate of Incorporation or Bylaws limits or restricts the ability of TAI to incur indebtedness, execute guarantees or promissory notes, or enter into the types of transactions contemplated by the Opinion Documents.
Opinion 3.3: Due Authorization
The execution, delivery, and performance by TAI of each Opinion Document to which TAI is a party has been duly authorized by all necessary corporate action on the part of TAI. Such authorization includes the adoption of the Board Resolutions by the Board of Directors of TAI on May 10, 2023, which Board Resolutions were duly adopted in accordance with the Certificate of Incorporation and Bylaws of TAI and applicable provisions of the DGCL, and which Board Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, as certified in the Secretary's Certificate dated June 30, 2023.
No approval, consent, or authorization of the stockholders of TAI is required in connection with the execution, delivery, or performance by TAI of the Opinion Documents or the consummation of the transactions contemplated thereby. TAI is a wholly-owned subsidiary of TSL, and the actions authorized by the Board Resolutions are within the authority of the Board of Directors of TAI under the Certificate of Incorporation, the Bylaws, and the DGCL, without the need for stockholder action.
Opinion 3.4: Due Execution and Delivery
Each Opinion Document to which TAI is a party has been duly executed and delivered by TAI. In rendering this opinion, we have relied upon the Secretary's Certificate dated June 30, 2023, certifying the incumbency and authority of the officers of TAI who executed the Opinion Documents on behalf of TAI, namely Marcus Hale, in his capacity as President of TAI, and Diana Restrepo, in her capacity as Vice President — Finance of TAI. We have compared the signatures appearing on the executed Opinion Documents with the specimen signatures set forth in the Secretary's Certificate and have confirmed that the Opinion Documents were signed by the persons identified therein in their respective capacities as authorized officers of TAI.
Opinion 3.5: Enforceability
Each Opinion Document to which TAI is a party constitutes the legal, valid, and binding obligation of TAI, enforceable against TAI in accordance with its respective terms. This opinion is subject to the Enforceability Qualifications set forth in Section 4 below, including, without limitation, the effect of applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and general principles of equity.
Opinion 3.6: No Governmental Approvals Required
No consent, approval, authorization, order, license, permit, registration, qualification, or filing with any federal, state, or local governmental authority or regulatory body of the United States, the State of New York, or the State of Delaware is required in connection with the execution, delivery, or performance by TAI of the Opinion Documents to which TAI is a party, or the consummation by TAI of the transactions contemplated thereby, except for (a) such filings, consents, approvals, and authorizations as have already been obtained or made on or prior to the date hereof, and (b) such filings as may be required to be made after the date hereof pursuant to the terms of the Opinion Documents themselves, including any post-closing filings or notices contemplated by the Amended Credit Agreement.
4. QUALIFICATIONS AND LIMITATIONS
The opinions expressed in Section 3 above, and in particular the enforceability opinion set forth in Opinion 3.5, are subject to the following qualifications and limitations (collectively, the "Enforceability Qualifications"):
4.1 Bankruptcy and Insolvency Qualification
The enforceability of each Opinion Document to which TAI is a party is subject to the effect of (a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preference, and other similar laws now or hereafter in effect affecting creditors' rights and remedies generally, including, without limitation, the provisions of Title 11 of the United States Code (the "Bankruptcy Code"), and (b) general principles of equity, whether applied in a proceeding at law or in equity, including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the discretion of the court before which any proceeding therefor may be brought.
We note that the restructuring transactions contemplated by the RSA and the Amendment were negotiated against the backdrop of a potential filing by TAI for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (Houston Division), which contingency was actively planned for during the course of our engagement. While such filing was ultimately averted by the successful negotiation and closing of the out-of-court restructuring on the date hereof, we observe that the rights and remedies of the Administrative Agent and the Lenders under the Amended Credit Agreement could be materially affected in the event of a future bankruptcy or insolvency proceeding involving TAI or any of the other Borrower entities.
4.2 Equitable Principles Qualification
The enforceability opinion set forth in Opinion 3.5 is further subject to the application of general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, the possible unavailability of specific performance, injunctive relief, or other equitable remedies in circumstances where such remedies may be deemed by a court of competent jurisdiction to be inappropriate or not available, and the application of principles of commercial reasonableness, good faith, fair dealing, unconscionability, and other equitable doctrines that may limit the enforceability of certain provisions of the Opinion Documents.
4.3 Certain Remedial Provisions
Without limiting the generality of the foregoing qualifications, we express no opinion as to the enforceability of any provision of the Opinion Documents to the extent that such provision relates to:
(a) indemnification, contribution, or exculpation, to the extent that such provisions may be limited or rendered unenforceable by applicable law or considerations of public policy, including, without limitation, federal or state securities laws, or to the extent that the indemnified party is found to have engaged in negligence, gross negligence, willful misconduct, or fraud;
(b) waivers of rights or defenses, to the extent that such waivers may be limited or prohibited by applicable law, including, without limitation, waivers of the right to a trial by jury, waivers of rights under anti-deficiency statutes, or waivers of notice or other procedural rights that may not be waived as a matter of law;
(c) provisions purporting to establish evidentiary standards or to shift the burden of proof in any proceeding, to the extent that such provisions may be deemed invalid or unenforceable by a court of competent jurisdiction;
(d) choice-of-forum, consent-to-jurisdiction, or venue provisions, to the extent that the enforceability of such provisions may be limited by applicable law, including federal law respecting subject matter jurisdiction and the discretion of courts to transfer proceedings under 28 U.S.C. § 1404(a) or the doctrine of forum non conveniens; and
(e) provisions relating to the imposition of penalties, liquidated damages, late payment charges, or acceleration of future amounts due (other than the outstanding principal amount of the indebtedness), to the extent that such provisions may be deemed to constitute unenforceable penalties under applicable law.
4.4 Usury and Regulatory Limitations
We express no opinion as to the applicability or effect of usury laws or other federal, state, or local regulatory limitations on rates of interest, fees, or charges, including, without limitation, any limitations arising under the laws of the State of New York, the State of Texas, or any other jurisdiction. We note that the Amended Credit Agreement and the Intercompany Note contain provisions governing the applicable interest rates and default interest rates, and we express no opinion as to whether such rates, as applied in any given circumstance, would comply with applicable usury or interest-rate limitations.
4.5 Limitation on Governing Law Opinions
To the extent that any Opinion Document is expressed to be governed by the laws of a jurisdiction other than the State of New York or the State of Delaware, we have assumed, solely for purposes of the opinions expressed herein, that the laws of such jurisdiction are identical in all relevant respects to the internal laws of the State of New York (without giving effect to principles of conflicts of law). We express no opinion whatsoever as to the laws of the Hellenic Republic, the Swiss Confederation, the United Kingdom, the Republic of Singapore, the Federal Republic of Germany, or any other foreign jurisdiction. Opinions as to matters of Greek law should be sought from Vassiliou & Demetriou Law Offices, 15 Vasilissis Sofias Avenue, Athens 10674, Greece, which firm is separately delivering an opinion letter to the addressees hereof on the date hereof.
4.6 Security Interest and Collateral Matters
This opinion letter does not address, and we express no opinion with respect to, the creation, attachment, perfection, priority, or enforceability of any security interest, lien, mortgage, pledge, or other encumbrance in or upon any collateral securing the obligations of the Borrowers under the Amended Credit Agreement or any other Opinion Document. Without limiting the generality of the foregoing, we express no opinion with respect to the first-priority liens and security interests granted by the Borrowers and their subsidiaries in the following categories of collateral, which liens and security interests are addressed separately under applicable maritime law, Article 9 of the Uniform Commercial Code as in effect in the applicable jurisdictions, and the laws of the applicable foreign jurisdictions:
(i) thirty-eight (38) dry-bulk carrier vessels;
(ii) twelve (12) container vessels;
(iii) the leasehold interest in the Houston terminal facility;
(iv) accounts receivable and other receivables of TAI and TSL;
(v) the equity interests in TAI held by TSL; and
(vi) the equity interests in each of the fourteen (14) vessel-owning special purpose vehicles (the "Vessel SPVs") organized under the laws of the Republic of the marshall Islands, the Republic of Liberia, and the Hellenic Republic, which Vessel SPVs are direct or indirect subsidiaries of TSL and which hold title to the vessels comprising the collateral fleet.
4.7 Tax Matters
We express no opinion with respect to any tax matters, including, without limitation, any federal, state, local, or foreign tax consequences of the transactions contemplated by the Opinion Documents, the characterization of any payment or transaction for tax purposes, or the availability or effect of any tax deduction, credit, or exemption.
5. RELIANCE AND OTHER MATTERS
5.1 Scope of Reliance
This opinion letter is furnished solely for the benefit of the Administrative Agent (Nordbank International AG, in its capacity as Administrative Agent and Collateral Agent under the Amended Credit Agreement) and each of the Lenders party to the Amended Credit Agreement on the date hereof, in connection with the closing of the transactions contemplated by the RSA on June 30, 2023. This opinion letter is delivered solely in connection with the Amendment and the related RSA transactions and may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent. Without limiting the foregoing, Dralvecen Mezzanine Capital LLC, KFO Holdings Société Anonyme, Garrison Trust Company, and any other party to the RSA transactions or any related agreement may not rely on this opinion letter unless we have separately addressed a letter to such party expressly extending the benefit of this opinion to it.
5.2 Date Limitation
The opinions expressed herein are given as of the date hereof, June 30, 2023, only, and are based on the laws, facts, and circumstances existing as of such date. We assume no obligation to update, revise, or supplement this opinion letter to reflect any changes in law (whether by legislative action, judicial decision, or otherwise), any changes in facts or circumstances, or any events occurring after the date hereof that may affect the opinions expressed herein, nor do we undertake any obligation to inform you of any facts or circumstances that may come to our attention after the date hereof that might alter the opinions expressed herein.
5.3 No Implied Opinions
We express no opinion other than as expressly set forth in Section 3 of this opinion letter. No opinion is to be inferred or implied beyond the matters expressly stated herein. Without limiting the foregoing, we express no opinion as to (a) the financial condition or solvency of TAI or any other person or entity, (b) the accuracy or completeness of any financial statements, projections, or other financial information reviewed by us, (c) the compliance by TAI or any other person with any financial covenants or negative covenants contained in the Opinion Documents, or (d) the value or condition of any assets of TAI or any other person.
5.4 New York and Delaware Law Limitation
The opinions expressed herein are limited in all respects to the internal laws of the State of New York (without giving effect to principles of conflicts of law other than Section 5-1401 of the New York General Obligations Law), the General Corporation Law of the State of Delaware, and the federal laws of the United States of America, in each case as in effect on the date hereof. Members of this firm are admitted to practice law in the State of New York and before various federal courts of the United States. We are not admitted to practice law in any other jurisdiction, and we do not purport to be experts in, and we express no opinion as to, the laws of any other jurisdiction, including, without limitation, the laws of the State of Texas (notwithstanding that TAI's principal office is located in Houston, Texas), the laws of the Hellenic Republic, the laws of Switzerland, or the laws of any other domestic or foreign jurisdiction.
5.5 Consent to Filing
We hereby consent to the filing of this opinion letter as an exhibit to the Amendment or as otherwise required under the terms of the Amended Credit Agreement or any related transaction document. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
•            
We note for the avoidance of doubt that a separate opinion letter, captioned "C&H Legal Opinion: No Conflicts / No Violations (TAI)," is being delivered concurrently on the date hereof by this firm to the same addressees, addressing matters related to conflicts between the Opinion Documents and TAI's Certificate of Incorporation, Bylaws, material contractual obligations, and applicable laws. Such separate opinion letter should be read in conjunction with, and as a complement to, this opinion letter. Additionally, we note that each of the following certificates and instruments is being delivered concurrently on the date hereof in connection with the closing of the transactions contemplated by the RSA, and we have relied upon the accuracy of the factual statements set forth therein in rendering the opinions expressed herein:
(i) Secretary's Certificate of TAI, dated June 30, 2023;
(ii) Officer's Certificate of Marcus Hale, President of TAI, dated June 30, 2023; and
(iii) Solvency Certificate of Diana Restrepo, Vice President — Finance of TAI, dated June 30, 2023.
•            
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower, Partner
Calderwood & Harkness LLP 780 Third Avenue New York, New York 10017 Telephone: (212) 558-4000
Enclosures: As referenced herein. cc: Marcus Hale, President, Thalassa Americas Inc. Diana Restrepo, VP Finance, Thalassa Americas Inc. Vassiliou & Demetriou Law Offices, Athens, Greece (Greek counsel to TSL)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts