1044-00004 · Client 1044 · Legal Opinions

legal-opinion-draft-calderwood-harkness.docx DOCUMENT Capital Markets

16 / 35 ← → ✕

DRAFT — [DATE] — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO COMPLETION AND DELIVERY AT CLOSING

CALDERWOOD & HARKNESS LLP Counsellors at Law

125 Broad Street New York, New York 10004 Telephone: +1 (212) 555-7800 Facsimile: +1 (212) 555-7801

Singapore Office: 8 Marina Boulevard, #42-01 Marina Bay Financial Centre Tower 1 Singapore 018981 Telephone: +65 6320-7800

[Date]

Anchor Bay Securities LLC 599 Lexington Avenue, 28th Floor New York, New York 10022

Attention: Marcus Reinhardt, Managing Director, Head of Shipping & Transportation DCM

Halcyon Partners International Ltd. 25 Old Broad Street London EC2N 1HQ United Kingdom

Attention: James Ogilvie, Managing Director, European High-Yield

Marlowe Asset Management Trust Company of Singapore Pte. Ltd. 80 Robinson Road, #02-00 Singapore 068898

Attention: Richard Tan, Vice President, Corporate Trust

Atlas Collateral Agency Pte. Ltd. 80 Robinson Road, #02-00 Singapore 068898

Attention: Karen Ng, Associate Director, Collateral Services

Re: $400,000,000 Aggregate Principal Amount of 8.750% Senior Secured Notes due 2029 (the "Notes") issued by Thalassa Shipping & Logistics SA and Thalassa Finance Pte. Ltd.

Calderwood & Harkness Matter No. 1044-00004

Ladies and Gentlemen:

1. Introduction and Scope

We have acted as Singapore-law counsel to Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its registered office at 42 Akti Miaouli, Piraeus 185 35, Greece (Greek General Commercial Registry (GEMI) No. 148276201000), and Thalassa Finance Pte. Ltd. ("TFPL"), a private company limited by shares duly incorporated and existing under the laws of the Republic of Singapore (Unique Entity Number 202209345K), with its registered office at 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981 (TSL and TFPL, collectively, the "Co-Issuers"), in connection with the transactions described herein.

This opinion letter (this "Opinion") is being delivered to you pursuant to Section [__] of the Purchase Agreement dated as of [Closing Date] (the "Purchase Agreement") among the Co-Issuers, the Guarantors (as defined below), and the Initial Purchasers, namely Anchor Bay Securities LLC and Halcyon Partners International Ltd. (collectively, the "Initial Purchasers"), in connection with the issuance and sale by the Co-Issuers of $400,000,000 aggregate principal amount of 8.750% Senior Secured Notes due October 15, 2029, at an issue price of 98.00% of par (the "Notes"). The Notes are being offered (a) in the United States to qualified institutional buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act")) in reliance on Rule 144A under the Securities Act, and (b) outside the United States to persons other than U.S. persons (as defined in Regulation S under the Securities Act) in reliance on Regulation S under the Securities Act.

As used in this Opinion, the following terms shall have the meanings set forth below:

"Co-Issuers" means TSL, as primary issuer, and TFPL, as co-issuer of the Notes.

"Guarantor Subsidiaries" means, collectively:

(a) Thalassa Dry Bulk Operations Ltd. ("TDBO"), a private limited company organized under the laws of the Republic of Malta;

(b) Thalassa Container Feeder Ltd. ("TCF"), a limited liability company organized under the laws of the Republic of the marshall Islands;

(c) Thalassa Port Services FZCO ("TPS"), a free zone company organized under the laws of the Emirate of Dubai, United Arab Emirates; and

(d) Thalassa Freight Solutions Pte. Ltd. ("TFS"), a private company limited by shares duly incorporated and existing under the laws of the Republic of Singapore.

"KMH" means Kallistratos Maritime Holdings Ltd., a BVI Business Company organized under the laws of the British Virgin Islands, which acts as a limited parent guarantor of the Notes, with its guarantee capped at $50,000,000.

The Guarantor Subsidiaries and KMH are referred to collectively herein as the "Guarantors."

2. Documents Reviewed

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

1. The Indenture (near-final, 5th draft, dated September 6, 2022) (the "Indenture") among the Co-Issuers, the Guarantors, Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (UEN 199804782D), as trustee (in such capacity, the "Trustee"), and Atlas Collateral Agency Pte. Ltd. (UEN 200115678R), as security agent (in such capacity, the "Security Agent").

2. The Purchase Agreement among the Co-Issuers, the Guarantors, and the Initial Purchasers (the "Purchase Agreement").

3. The Registration Rights Agreement among the Co-Issuers and the Initial Purchasers (the "Registration Rights Agreement").

4. The Intercreditor Agreement (near-final, 3rd draft) among the Co-Issuers, the Guarantors, Atlas Collateral Agency Pte. Ltd. as Security Agent, and Marlowe Asset Management Trust Company of Singapore Pte. Ltd. as Trustee (the "Intercreditor Agreement").

5. The Form of Rule 144A Global Note (proposed CUSIP: 87265T AA1; proposed ISIN: US87265TAA10).

6. The Form of Regulation S Global Note (proposed ISIN: XS2498731056; proposed Common Code: 249873105).

7. The Paying Agent and Transfer Agent Agreement among the Co-Issuers and Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (the "Paying Agent Agreement").

8. The Deed of Ship Mortgage (Form) — providing for first-priority ship mortgages over twenty-eight (28) Collateral Vessels (as defined in the Indenture), which vessels have been appraised at $1,175,000,000 in the aggregate by Compass Marine Valuations Ltd. as of the date of the most recent appraisal report provided to us (the "Deed of Ship Mortgage").

9. The Deed of Assignment of Earnings and Insurances (Form) — providing for the assignment of charter hire, freight revenue, insurance proceeds, and requisition compensation for the Collateral Vessels (the "Deed of Assignment of Earnings and Insurances").

10. The Share Pledge Agreement — Thalassa Finance Pte. Ltd. (the "TFPL Share Pledge"), pursuant to which TSL pledges 100% of the issued and outstanding shares in the capital of TFPL in favor of Atlas Collateral Agency Pte. Ltd. as Security Agent.

11. The Share Pledge Agreement — Fleet-Owning Guarantor Subsidiaries (Form) (the "Subsidiary Share Pledge"), pursuant to which the relevant holding entities pledge their equity interests in each Guarantor Subsidiary.

12. The Assignment of Intercompany Loan Receivables (the "Assignment of Receivables"), pursuant to which TFPL assigns to Atlas Collateral Agency Pte. Ltd. as Security Agent intercompany loan receivables in an aggregate principal amount of $365,000,000, representing indebtedness owed by fleet-owning subsidiaries to TFPL.

13. The Offering Memorandum (near-final, 4th draft, dated September 12, 2022) relating to the offering of the Notes (the "Offering Memorandum").

14. The Officers' Certificate of TSL executed by Spyros Andreou, Chief Executive Officer of TSL, and Marina Demetriou, Chief Financial Officer of TSL (the "Officers' Certificate").

15. Resolutions of the Board of Directors of TSL (the "TSL Board Resolutions") authorizing, among other things, the offering and issuance of the Notes and the execution, delivery, and performance by TSL of the Transaction Documents to which it is a party.

16. Written resolution of the sole director of TFPL (Marina Demetriou) (the "TFPL Director's Resolution") authorizing, among other things, the co-issuance of the Notes and the execution, delivery, and performance by TFPL of the Transaction Documents to which it is a party.

17. Board resolutions and corporate authorizations of each Guarantor Subsidiary (the "Guarantor Subsidiary Authorizations") authorizing the execution, delivery, and performance by each such entity of the Transaction Documents to which it is a party, including, without limitation, the guarantees to be provided under the Indenture.

18. Corporate authorization of KMH (the "KMH Authorization") authorizing the execution, delivery, and performance by KMH of the limited parent guarantee provided under the Indenture, with such guarantee capped at $50,000,000.

19. The constitution (formerly known as the memorandum and articles of association) of TFPL, and the constitution of TFS, together with the constitutive documents of TSL provided to us for informational purposes (collectively, the "Constitutive Documents").

20. BizFile+ profiles and certificates issued by the Accounting and Corporate Regulatory Authority of Singapore ("ACRA") in respect of TFPL and TFS, including certificates of good standing and certificates of incumbency obtained by us through ACRA's electronic filing system (the "ACRA Certificates").

21. Such other certificates, documents, agreements, and instruments as we have deemed necessary or appropriate for the purposes of this Opinion.

Items 1 through 12 above are referred to collectively herein as the "Transaction Documents." Items 8 through 12 above are referred to collectively herein as the "Security Documents."

3. Assumptions

The opinions expressed herein are subject to, and are given on the basis of, the following assumptions, without independent investigation or verification on our part:

3.1 All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies conform to the originals thereof, and such originals are authentic, complete, and accurate.

3.2 All signatures on all documents reviewed by us are genuine and were affixed by the persons purporting to have signed such documents.

3.3 Each natural person who has signed or will sign any Transaction Document or any certificate or other document reviewed by us had, and continues to have, the legal capacity to execute and deliver such document.

3.4 All factual statements, representations, and warranties contained in the certificates, documents, and instruments reviewed by us (including, without limitation, the Officers' Certificate, the TSL Board Resolutions, the TFPL Director's Resolution, the Guarantor Subsidiary Authorizations, and the KMH Authorization) are true, complete, and accurate in all material respects as of the date of this Opinion and will be true, complete, and accurate as of the Closing Date.

3.5 Each of the Transaction Documents has been duly executed and delivered by all parties thereto other than the Co-Issuers (to the extent of TFPL only) and TFS (being the only Singapore-incorporated Guarantor Subsidiary), as to the due execution and delivery of which by such entities we opine below in Section 4 of this Opinion.

3.6 Each party to the Transaction Documents (other than TFPL and TFS, as to which we opine below) has been duly organized, is validly existing, and, where applicable, is in good standing under the laws of its respective jurisdiction of organization, and has all requisite corporate or other organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party.

3.7 The laws of the Hellenic Republic, the laws of the Republic of Malta, the laws of the Republic of the marshall Islands, the laws of the British Virgin Islands, the laws of the United States of America (both federal and the laws of any state thereof), the laws of England and Wales, and the laws of the Emirate of Dubai and the United Arab Emirates, in each case as applicable to any party to the Transaction Documents or to the transactions contemplated thereby, do not affect the opinions expressed herein. This Opinion is limited solely to the laws of the Republic of Singapore as referred to in Section 5 below, and we express no opinion as to the laws of any other jurisdiction.

3.8 The designation of the laws of the Republic of Singapore as the governing law of the relevant Transaction Documents represents a bona fide choice of law that is legal, valid, and binding as a matter of all relevant laws other than the laws of the Republic of Singapore (as to which we opine below in Section 4.14).

3.9 The Notes will be issued in the minimum denominations specified in the Indenture, being not less than $200,000 and integral multiples of $1,000 in excess thereof, and will not be issued in any manner or denomination that would contravene any applicable law.

3.10 No party to any Transaction Document is, or will at any relevant time be, subject to any insolvency, liquidation, judicial management, scheme of arrangement, moratorium, or analogous proceedings in Singapore or in any other jurisdiction, and no such proceedings have been commenced, are pending, or are threatened in respect of any such party.

3.11 The Collateral Vessels referred to in the Deed of Ship Mortgage were duly appraised by Compass Marine Valuations Ltd. in accordance with accepted industry standards, and the aggregate appraised value of $1,175,000,000 for the twenty-eight (28) Collateral Vessels is accurate and reflects the fair market value of such vessels as of the date of the relevant appraisal reports.

3.12 The intercompany loan receivables in the aggregate principal amount of $365,000,000 assigned by TFPL pursuant to the Assignment of Receivables represent valid and subsisting debts that are owing and payable by the relevant fleet-owning subsidiaries to TFPL, and are free from any prior assignment, lien, encumbrance, or set-off, save as disclosed in the Transaction Documents.

4. Opinions

Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Sections 5 and 6 of this Opinion, we are of the opinion that:

4.1 Due Incorporation and Valid Existence — TFPL

Thalassa Finance Pte. Ltd. (UEN 202209345K) is a private company limited by shares that has been duly incorporated and is validly existing under the laws of the Republic of Singapore. Based on a search of the records maintained by the Accounting and Corporate Regulatory Authority of Singapore ("ACRA") conducted by us on or about the date hereof, TFPL has not been struck off the register maintained by ACRA and is not in the process of being struck off or wound up. TFPL has the legal status of a body corporate with perpetual succession and a common seal, and has the full legal capacity to sue and be sued in its own name.

4.2 Due Incorporation and Valid Existence — TFS

Thalassa Freight Solutions Pte. Ltd. is a private company limited by shares that has been duly incorporated and is validly existing under the laws of the Republic of Singapore. Based on a search of the records maintained by ACRA conducted by us on or about the date hereof, TFS has not been struck off the register maintained by ACRA and is not in the process of being struck off or wound up. TFS has the legal status of a body corporate with perpetual succession and a common seal, and has the full legal capacity to sue and be sued in its own name.

4.3 Corporate Power and Authority — TFPL

TFPL has the requisite corporate power and authority under its constitution and under the Companies Act 1967 of Singapore (the "Companies Act") and the Insolvency, Restructuring and Dissolution Act 2018 of Singapore (the "IRDA") to execute, deliver, and perform its obligations under each Transaction Document to which it is a party, including, without limitation:

(a) the Indenture, in its capacity as co-issuer of the Notes;

(b) the Purchase Agreement;

(d) the Intercreditor Agreement;

(e) the Assignment of Intercompany Loan Receivables; and

(f) each of the Security Documents to which TFPL is a party.

The sole director of TFPL, Marina Demetriou (who is also the Chief Financial Officer of TSL), has duly authorized the execution and delivery by TFPL of the Transaction Documents to which TFPL is a party and the co-issuance of the Notes by TFPL, by written resolution in accordance with the constitution of TFPL and the applicable provisions of the Companies Act. Such authorization has not been revoked, amended, or superseded, and remains in full force and effect as of the date hereof.

4.4 Corporate Power and Authority — TFS

TFS has the requisite corporate power and authority under its constitution and under the Companies Act to execute, deliver, and perform its obligations as a Guarantor under each Transaction Document to which it is a party, including, without limitation:

(a) the Indenture, in its capacity as a Guarantor;

(b) the Intercreditor Agreement; and

The board of directors of TFS has duly authorized the execution and delivery by TFS of each Transaction Document to which TFS is a party, by resolutions duly adopted in accordance with the constitution of TFS and the applicable provisions of the Companies Act. Such authorization has not been revoked, amended, or superseded, and remains in full force and effect as of the date hereof.

4.5 Valid Issuance of the Notes

The Notes, when duly executed by the Co-Issuers in accordance with the terms of the Indenture, authenticated by Marlowe Asset Management Trust Company of Singapore Pte. Ltd. in its capacity as Trustee in accordance with the procedures set forth in the Indenture, and delivered to and paid for by the Initial Purchasers against payment of the issue price of 98.00% of par (representing aggregate gross proceeds of $392,000,000), will constitute the legal, valid, and binding obligations of TFPL in its capacity as co-issuer, enforceable against TFPL in accordance with their terms, subject to the qualifications set out in Section 5 below.

The Notes will be issued in global form, with the Rule 144A Global Note bearing the proposed CUSIP 87265T AA1 and proposed ISIN US87265TAA10, and the Regulation S Global Note bearing the proposed ISIN XS2498731056 and proposed Common Code 249873105. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by The Depository Trust Company (with respect to the Rule 144A Global Note) and Stonefield Industries and Westmark & Co. (with respect to the Regulation S Global Note), or their respective nominees and participants.

4.6 Enforceability of the Indenture

The Indenture constitutes, or upon due execution and delivery will constitute, a legal, valid, and binding obligation of each of TFPL and TFS, enforceable against each of TFPL and TFS in accordance with its terms, subject to the qualifications set out in Section 5 below.

Without limiting the generality of the foregoing, the covenants and other provisions contained in the Indenture that are governed by Singapore law, including the following, are enforceable in accordance with their terms under Singapore law, subject to the qualifications set out in Section 5 below:

(a) the incurrence-based financial covenant requiring a maximum Total Net Leverage Ratio of 3.50x;

(b) the minimum collateral coverage ratio of 2.00x, tested on a semi-annual basis;

(c) the restricted payments covenant, providing for a restricted payments basket equal to the greater of $30,000,000 and 10% of Consolidated Net Tangible Assets (as defined in the Indenture);

(d) the asset sale covenant, subject to a threshold of $15,000,000;

(e) the change of control provisions requiring a mandatory offer to repurchase the Notes at 101% of par upon the occurrence of a Change of Control (as defined in the Indenture);

(f) the optional redemption provisions, providing for (i) redemption at a make-whole price calculated at Treasury Rate plus 50 basis points during the first three years following issuance, (ii) a fixed-price call schedule commencing in Year 4 at 104.375% of par, Year 5 at 102.188% of par, and Year 6 and thereafter at 100.000% of par, and (iii) an equity clawback provision permitting the redemption of up to 40% of the originally issued aggregate principal amount of the Notes at a redemption price of 108.750% of par with the net cash proceeds of qualifying equity offerings.

4.7 Enforceability of the Purchase Agreement

The Purchase Agreement constitutes, or upon due execution and delivery will constitute, a legal, valid, and binding obligation of each of TFPL and TFS, enforceable against each of TFPL and TFS in accordance with its terms, subject to the qualifications set out in Section 5 below.

4.8 Enforceability of the Registration Rights Agreement

The Registration Rights Agreement constitutes, or upon due execution and delivery will constitute, a legal, valid, and binding obligation of TFPL, enforceable against TFPL in accordance with its terms, subject to the qualifications set out in Section 5 below.

4.9 Enforceability of the Intercreditor Agreement

The Intercreditor Agreement constitutes, or upon due execution and delivery will constitute, a legal, valid, and binding obligation of each of TFPL and TFS, enforceable against each of TFPL and TFS in accordance with its terms, subject to the qualifications set out in Section 5 below.

4.10 Enforceability of the Security Documents (Singapore-Law Governed)

Each of the following Security Documents constitutes, or upon due execution and delivery will constitute, a legal, valid, and binding obligation of the relevant pledgor or assignor (being TSL and/or TFPL, as applicable), enforceable against such party in accordance with its terms, subject to the qualifications set out in Section 5 below:

(a) the Share Pledge Agreement — TFPL (providing for the pledge of 100% of the issued and outstanding shares in the capital of TFPL by TSL in favor of Atlas Collateral Agency Pte. Ltd. as Security Agent);

(b) the Assignment of Intercompany Loan Receivables (providing for the assignment by TFPL to Atlas Collateral Agency Pte. Ltd. as Security Agent of intercompany loan receivables in the aggregate principal amount of $365,000,000 owed by fleet-owning subsidiaries to TFPL); and

(c) the Share Pledge Agreement — TFS (to the extent that such Share Pledge Agreement is governed by the laws of the Republic of Singapore).

Upon due registration and perfection in accordance with the terms of the relevant Security Documents and the applicable provisions of Singapore law (including, without limitation, the filing and registration requirements discussed in qualification 5.14 below), the security interests created under the Security Documents referred to in paragraphs (a), (b), and (c) above will constitute valid first-priority security interests in the relevant collateral, subject to the qualifications and limitations set out in Sections 5 and 6 of this Opinion.

4.11 Enforceability of Guarantees

The guarantee of TFS (being the upstream guarantee of a Singapore-incorporated Guarantor Subsidiary) provided under the Indenture constitutes, or upon due execution and delivery of the Indenture will constitute, a legal, valid, and binding obligation of TFS, enforceable against TFS in accordance with its terms, subject to the qualifications set out in Section 5 below.

We note for the avoidance of doubt that we do not express any opinion herein as to the enforceability of the guarantees provided by TDBO (organized under the laws of Malta), TCF (organized under the laws of the marshall Islands), TPS (organized under the laws of Dubai, UAE), or KMH (organized under the laws of the British Virgin Islands). The enforceability of such guarantees is governed by the laws of the respective jurisdictions of organization of such entities, and separate opinions from counsel qualified in those jurisdictions should be obtained by the addressees hereof. The enforceability of the obligations of TSL as primary issuer under the Notes and the Indenture, and of TSL's guarantee obligations, under Greek law, is addressed in the separate opinion of Delphi & Karidis LLP, as Greek-law counsel to the Co-Issuers.

4.12 No Conflicts (Singapore Law)

The execution, delivery, and performance by TFPL and TFS of the Transaction Documents to which each is a party, the issuance of the Notes by TFPL in its capacity as co-issuer, and the granting of the guarantee by TFS as contemplated by the Indenture, do not and will not:

(a) violate, contravene, or conflict with any provision of the constitution of TFPL or the constitution of TFS;

(b) violate, contravene, or conflict with any Singapore statute, rule, regulation, or subordinate legislation applicable to TFPL or TFS that, in our experience, is normally applicable to companies incorporated in Singapore entering into transactions of the nature contemplated by the Transaction Documents (provided that we express no opinion as to compliance with any laws or regulations specific to any particular industry or sector, other than general corporate and commercial laws of Singapore); or

(c) result in a breach of, or constitute a default under, or give rise to any right of termination, cancellation, or acceleration of any obligation under, any agreement, instrument, or arrangement to which TFPL or TFS is a party, to the extent that such agreements, instruments, and arrangements have been specifically identified to us and copies thereof have been provided for our review.

For the avoidance of doubt, the opinion in this Section 4.12 does not address compliance with or the effect of the laws of any jurisdiction other than the Republic of Singapore. Without limiting the foregoing, this opinion does not extend to any matters of Greek law, Maltese law, marshall Islands law, the laws of the Emirate of Dubai or the United Arab Emirates, British Virgin Islands law, United States federal or state securities laws (including the Securities Act and the Securities Exchange Act of 1934, as amended), or the laws of England and Wales.

4.13 No Consents (Singapore)

No consent, approval, authorization, order, license, permit, registration, or qualification of or with any governmental authority, regulatory body, or agency in the Republic of Singapore is required in connection with the execution, delivery, or performance by TFPL or TFS of the Transaction Documents to which each is a party, or the issuance of the Notes by TFPL in its capacity as co-issuer, or the granting of the guarantee by TFS under the Indenture, except for filings with ACRA as contemplated by the Transaction Documents (including, without limitation, the registration of charges discussed in qualification 5.14 below).

4.14 Choice of Law and Submission to Jurisdiction

The choice of the laws of the Republic of Singapore as the governing law of the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Intercreditor Agreement, and each of the Security Documents that is expressed to be governed by Singapore law, is a valid choice of law under the laws of the Republic of Singapore and will be recognized and given effect by the courts of the Republic of Singapore, provided that nothing in this Opinion shall be construed as an opinion that a Singapore court would necessarily apply Singapore law to all matters arising in connection with or under such Transaction Documents. The courts of the Republic of Singapore will generally give effect to a choice of governing law except where (i) such choice is not bona fide and legal, (ii) the application of the chosen law would be contrary to the public policy of Singapore, or (iii) application of mandatory rules of a different law is required.

The submission by each of TFPL and TFS to the non-exclusive jurisdiction of the courts of the Republic of Singapore, as contained in the relevant Transaction Documents, is valid and binding upon each of TFPL and TFS, and will be recognized and given effect by the courts of the Republic of Singapore.

4.15 No Stamp Duty

No Singapore stamp duty is payable on the execution, delivery, or performance of the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Intercreditor Agreement, or the Security Documents, provided that such documents are not executed in Singapore and are not subsequently brought into Singapore for the purpose of enforcement or any other purpose. If any such document is brought into Singapore, ad valorem stamp duty may become payable on certain of such documents, in particular the Share Pledge Agreements (including the TFPL Share Pledge and the Subsidiary Share Pledge, to the extent governed by Singapore law) and the Assignment of Intercompany Loan Receivables, under the Stamp Duties Act 1929 of Singapore (as amended). It is the responsibility of the relevant parties to ensure compliance with applicable stamp duty requirements in the event that any such documents are brought into Singapore.

5. Qualifications

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

5.1 Insolvency Qualification. The enforceability of the Transaction Documents and the obligations of TFPL and TFS thereunder is subject to applicable bankruptcy, insolvency, liquidation, judicial management, schemes of arrangement, moratoria, and other laws of general application now or hereafter in effect relating to or affecting the rights, remedies, and recourse of creditors generally, including, without limitation, the provisions of the Insolvency, Restructuring and Dissolution Act 2018 of Singapore (the "IRDA") and any subsidiary legislation thereunder. In particular, the rights and obligations of the parties under the Transaction Documents may be affected by any order of court made under the IRDA or the Companies Act, including any order placing a company under judicial management or any moratorium granted in connection therewith, any scheme of arrangement approved by the requisite majorities of creditors and sanctioned by the court, or any order for the winding up of a company. The availability of specific performance, injunctive relief, and other equitable remedies is subject to the discretion of the court before which such remedies are sought and may be refused where the court considers that damages would be an adequate remedy or that such relief would not be just or convenient in the circumstances.

5.2 Equitable Remedies. A court of competent jurisdiction in Singapore may decline to grant specific performance, injunctive relief, or any other form of equitable remedy in circumstances where, in the exercise of its discretion, the court determines that damages constitute an adequate remedy for the aggrieved party, or that the grant of such equitable relief would be inequitable or would involve undue hardship to the party against whom it is sought.

5.3 Penalty Clauses. Provisions of the Transaction Documents that are characterized by a court of competent jurisdiction as penalty clauses (as distinct from genuine pre-estimates of loss or liquidated damages) may be unenforceable under Singapore law. This qualification may be relevant to, among other things, (a) the make-whole premium payable upon optional redemption of the Notes during the first three years following issuance, (b) any provision for the payment of default interest at rates in excess of the coupon rate of 8.750% per annum, and (c) the equity clawback premium of 108.750% of par. The enforceability of any such provision will depend on the facts and circumstances existing at the time the relevant payment obligation arises and on the determination of the court as to whether the amount payable constitutes a genuine pre-estimate of the loss likely to be suffered by the aggrieved party.

5.4 Capacity of Foreign Entities. No opinion is expressed herein as to the capacity, corporate power, or authority of TSL, TDBO, TCF, TPS, or KMH, each of which is organized or incorporated outside the Republic of Singapore. The capacity and corporate power of each such entity is governed by the laws of its respective jurisdiction of organization, being the Hellenic Republic (in the case of TSL), the Republic of Malta (in the case of TDBO), the Republic of the marshall Islands (in the case of TCF), the Emirate of Dubai, United Arab Emirates (in the case of TPS), and the British Virgin Islands (in the case of KMH).

5.5 Foreign Law. This Opinion is limited solely to the laws of the Republic of Singapore as in effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction, whether federal, state, or local. We have made no investigation of, and express no opinion on, the laws of the Hellenic Republic, the Republic of Malta, the Republic of the marshall Islands, the British Virgin Islands, the United Arab Emirates, the United Kingdom, or the United States of America (or any state thereof).

5.6 Security Interests over Vessels. No opinion is expressed herein as to the validity, enforceability, perfection, or priority of the ship mortgages over the twenty-eight (28) Collateral Vessels contemplated by the Deed of Ship Mortgage. The validity, enforceability, perfection, and priority of such ship mortgages will depend on the laws of the relevant flag states under which such vessels are registered and on applicable maritime conventions and treaties. The opinions in Section 4.10 above are limited to the Singapore-law governed share pledges and the assignment of intercompany loan receivables and do not extend to any security interest over or in respect of vessels, charter hire, freight revenue, or insurance proceeds (except to the extent that such rights constitute part of the intercompany loan receivables assigned pursuant to the Assignment of Receivables).

5.7 Fraudulent Transfer / Preference. Transactions entered into by a company within the applicable statutory clawback periods prescribed by the IRDA prior to the commencement of winding up or judicial management proceedings may be voidable as unfair preferences (under Section 224 of the IRDA), transactions at an undervalue (under Section 225 of the IRDA), or extortionate credit transactions (under Section 226 of the IRDA). The applicable clawback periods vary but may extend up to two years (in the case of transactions at an undervalue with an unrelated party) or five years (in the case of transactions at an undervalue with a related party) prior to the commencement of the relevant proceedings. The opinions expressed in Section 4 above are given on the assumption that no such proceedings will be commenced within the applicable clawback periods.

5.8 Third-Party Rights. Under the Contracts (Rights of Third Parties) Act 2001 of Singapore (Cap. 53B), a person who is not a party to a contract may in certain circumstances acquire enforceable rights under such contract if the contract expressly provides that such person may enforce a term of the contract, or if the contract purports to confer a benefit on such person (unless on a proper construction of the contract, it appears that the parties did not intend the term to be enforceable by the third party). This qualification applies to the Transaction Documents except to the extent that the Transaction Documents expressly exclude or restrict the application of the Contracts (Rights of Third Parties) Act.

5.9 Limitation of Actions. Claims under the Transaction Documents may become time-barred under the Limitation Act (Cap. 163) of Singapore or other applicable limitation or prescription periods. In general, actions founded on a simple contract are barred after six years from the date on which the cause of action accrued, and actions on a specialty (including contracts under seal) are barred after twelve years. The running of limitation periods may be affected by acknowledgments, part payments, disability, fraud, concealment, or mistake.

5.10 Sanctions and Illegality. Provisions of the Transaction Documents may be unenforceable to the extent that performance thereunder would require any party to act in contravention of applicable economic or trade sanctions, embargoes, asset-freezing measures, anti-money laundering laws, anti-terrorism financing laws, or other mandatory legal requirements enacted by the Government of the Republic of Singapore, the United Nations Security Council, or any other relevant authority. A court of competent jurisdiction in Singapore may decline to enforce provisions of the Transaction Documents if such enforcement would be contrary to the public policy of Singapore or would require a party to commit an illegal act.

5.11 Indemnification. Indemnification and contribution provisions contained in the Transaction Documents may be limited or rendered unenforceable by applicable law or considerations of public policy, including, without limitation, where the indemnification sought relates to a party's own fraud, willful misconduct, willful default, or gross negligence. A court of competent jurisdiction in Singapore may decline to enforce any indemnification or contribution provision that it considers to be unreasonable, unconscionable, or contrary to public policy.

5.12 Severability. The severability of any provision of the Transaction Documents may not be effective to preserve the enforceability of the remaining provisions if the severed provision is found by a court of competent jurisdiction to be integral to the commercial purpose or the overall bargain reflected in the relevant agreement. In such circumstances, the invalidity or unenforceability of the severed provision may affect the enforceability of the remaining provisions or of the agreement as a whole.

5.13 Interest Limitations. The enforceability of the coupon rate of 8.750% per annum payable on the Notes, and of any default rate of interest specified in the Indenture, is not limited by any usury statute applicable under the laws of the Republic of Singapore, as Singapore does not have a general usury statute applicable to corporate borrowers. However, the courts of Singapore retain a residual discretion to review interest rates in the context of a finding of unconscionability or oppression, and may in exceptional circumstances decline to enforce an interest rate that they consider to be unconscionable, oppressive, or otherwise contrary to public policy.

5.14 Filing and Registration. The TFPL Share Pledge and the Assignment of Intercompany Loan Receivables may constitute charges created by a Singapore-incorporated company and, as such, may require registration with ACRA under Section 131 of the Companies Act within thirty (30) days after the date of the creation of the relevant charge (or such longer period as the court may allow under Section 137 of the Companies Act). Failure to register any such charge within the prescribed time period may render the charge void as against the liquidator and the creditors of the relevant company, notwithstanding that the underlying contractual obligation to repay or the personal covenant of the chargor remains enforceable. We express no opinion as to whether registration has been effected or will be effected within the prescribed time period; the opinions in Section 4.10 above are given on the assumption that all requisite filings and registrations will be duly made within the time periods prescribed by applicable law.

6. Limitations

The opinions expressed in this Opinion are subject to the following limitations:

This Opinion is given solely for the benefit of the addressees hereof (namely, Anchor Bay Securities LLC, Halcyon Partners International Ltd., Marlowe Asset Management Trust Company of Singapore Pte. Ltd. in its capacity as Trustee, and Atlas Collateral Agency Pte. Ltd. in its capacity as Security Agent) and their respective successors and permitted assigns, in each case solely in connection with the Transaction Documents and the transactions contemplated thereby. This Opinion may not be relied upon by any other person, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. Notwithstanding the foregoing, this Opinion may be disclosed to, and relied upon by, any holder or beneficial owner of the Notes to the extent required by applicable law or regulation, provided that any such reliance shall be subject to the terms, qualifications, and limitations set forth herein.

This Opinion speaks only as of the date set forth above. We assume no obligation, and expressly disclaim any obligation, to update, supplement, revise, or reaffirm this Opinion to reflect any facts, circumstances, events, or changes in applicable law that may occur or come to our attention after the date hereof. No inference should be drawn from our failure to update this Opinion with respect to any subsequent development or change.

This Opinion is limited to the matters expressly stated herein, and no opinion is to be implied or inferred beyond the matters expressly so stated. The opinions set forth herein are being given in the context of the specific transaction described herein and are not intended to be, and should not be construed as, general statements of the law of the Republic of Singapore or as applicable to any other transaction or set of facts.

We have not been asked to opine, and we do not opine, on any matters of fact, including, without limitation, (a) the financial condition, solvency, or creditworthiness of any party to the Transaction Documents, (b) the accuracy, completeness, or adequacy of the Offering Memorandum (dated September 12, 2022, near-final 4th draft) or any other disclosure document prepared in connection with the offering of the Notes, or (c) the commercial reasonableness of the terms of the Transaction Documents or of any particular provision thereof.

We have not independently verified, and express no opinion with respect to, the aggregate fleet appraised value of $1,820,000,000 (representing the total fleet of the Thalassa group) or the appraised value of $1,175,000,000 attributable to the twenty-eight (28) Collateral Vessels, as determined by Compass Marine Valuations Ltd. We have not independently verified, and express no opinion with respect to, any financial data or financial projections contained in the Offering Memorandum, including, without limitation, the reported last-twelve-months revenue of $687,400,000, the reported last-twelve-months Adjusted EBITDA of $214,600,000, the reported pro forma net leverage of 1.59x, or any other financial metric or projection. We have relied, without independent investigation, on the factual representations and statements set forth in the Officers' Certificate and in the other certificates and documents reviewed by us.

The opinions expressed herein do not extend to any of the following matters, each of which is expressly excluded from the scope of this Opinion:

(a) the validity or enforceability under Greek law of the obligations of TSL as primary issuer of the Notes, or of any other obligations of TSL under the Transaction Documents, which matters are addressed by the separate opinion of Delphi & Karidis LLP as Greek-law counsel to the Co-Issuers;

(b) the validity or enforceability of the guarantees provided by TDBO, TCF, TPS, or KMH, each of which is governed by the laws of the respective jurisdiction of organization of such entity;

(c) the validity, perfection, priority, or enforceability of the ship mortgages contemplated by the Deed of Ship Mortgage, which are governed by the laws of the relevant flag states and applicable maritime conventions;

(d) any matter of United States federal or state securities law, including, without limitation, the availability of exemptions under the Securities Act and the compliance of the offering and sale of the Notes with applicable securities laws, which matters are addressed by the separate 10b-5 disclosure letter and negative assurance letter of Whitfield & Crane LLP as counsel to the Initial Purchasers; and

(e) any tax matters, including, without limitation, the Singapore income tax, goods and services tax, or withholding tax consequences of the transactions contemplated by the Transaction Documents.

7. Governing Law of This Opinion

This Opinion is governed by, and shall be construed in accordance with, the laws of the Republic of Singapore.

We remain available to discuss any aspect of this Opinion with you at your convenience. Please do not hesitate to contact the undersigned or any other member of the Calderwood & Harkness team should you have any questions.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Robert Adeyemi

Title: Partner

Responsible Partner, Capital Markets Calderwood & Harkness LLP — Singapore Office

Calderwood & Harkness Matter No.: 1044-00004 Client No.: 80214-TSL

ANNEX A

DEFINITION OF TRANSACTION DOCUMENTS

The following constitutes the enumerated list of Transaction Documents as defined and referred to in Section 2 of this Opinion, together with the applicable date and draft version number of each such document as of the date of this Opinion:

Items 1 through 12 above are collectively referred to in this Opinion as the "Transaction Documents." Items 8 through 12 above are collectively referred to in this Opinion as the "Security Documents."

Note: This opinion was never delivered due to the suspension of the offering on November 14, 2022. Matter coded dormant as of December 1, 2022.

No.	Document	Date / Version
1	Indenture	Near-final, 5th draft — September 6, 2022
2	Purchase Agreement	Near-final draft
3	Registration Rights Agreement	Near-final draft
4	Intercreditor Agreement	Near-final, 3rd draft (first draft dated August 22, 2022)
5	Form of Rule 144A Global Note (proposed CUSIP: 87265T AA1; proposed ISIN: US87265TAA10)	Per Indenture
6	Form of Regulation S Global Note (proposed ISIN: XS2498731056; proposed Common Code: 249873105)	Per Indenture
7	Paying Agent and Transfer Agent Agreement	Near-final draft
8	Deed of Ship Mortgage (Form) — 28 Collateral Vessels	Form
9	Deed of Assignment of Earnings and Insurances (Form)	Form
10	Share Pledge Agreement — Thalassa Finance Pte. Ltd.	Near-final draft
11	Share Pledge Agreement — Fleet-Owning Guarantor Subsidiaries (Form)	Form
12	Assignment of Intercompany Loan Receivables ($365,000,000 aggregate)	Near-final draft

DRAFT — [DATE] — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO COMPLETION AND DELIVERY AT CLOSING
CALDERWOOD & HARKNESS LLP Counsellors at Law
125 Broad Street New York, New York 10004 Telephone: +1 (212) 555-7800 Facsimile: +1 (212) 555-7801
Singapore Office: 8 Marina Boulevard, #42-01 Marina Bay Financial Centre Tower 1 Singapore 018981 Telephone: +65 6320-7800
[Date]
Anchor Bay Securities LLC 599 Lexington Avenue, 28th Floor New York, New York 10022
Attention: Marcus Reinhardt, Managing Director, Head of Shipping & Transportation DCM
Halcyon Partners International Ltd. 25 Old Broad Street London EC2N 1HQ United Kingdom
Attention: James Ogilvie, Managing Director, European High-Yield
Marlowe Asset Management Trust Company of Singapore Pte. Ltd. 80 Robinson Road, #02-00 Singapore 068898
Attention: Richard Tan, Vice President, Corporate Trust
Atlas Collateral Agency Pte. Ltd. 80 Robinson Road, #02-00 Singapore 068898
Attention: Karen Ng, Associate Director, Collateral Services
Re: $400,000,000 Aggregate Principal Amount of 8.750% Senior Secured Notes due 2029 (the "Notes") issued by Thalassa Shipping & Logistics SA and Thalassa Finance Pte. Ltd.
Calderwood & Harkness Matter No. 1044-00004
Ladies and Gentlemen:
1. Introduction and Scope
We have acted as Singapore-law counsel to Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its registered office at 42 Akti Miaouli, Piraeus 185 35, Greece (Greek General Commercial Registry (GEMI) No. 148276201000), and Thalassa Finance Pte. Ltd. ("TFPL"), a private company limited by shares duly incorporated and existing under the laws of the Republic of Singapore (Unique Entity Number 202209345K), with its registered office at 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981 (TSL and TFPL, collectively, the "Co-Issuers"), in connection with the transactions described herein.
This opinion letter (this "Opinion") is being delivered to you pursuant to Section [__] of the Purchase Agreement dated as of [Closing Date] (the "Purchase Agreement") among the Co-Issuers, the Guarantors (as defined below), and the Initial Purchasers, namely Anchor Bay Securities LLC and Halcyon Partners International Ltd. (collectively, the "Initial Purchasers"), in connection with the issuance and sale by the Co-Issuers of $400,000,000 aggregate principal amount of 8.750% Senior Secured Notes due October 15, 2029, at an issue price of 98.00% of par (the "Notes"). The Notes are being offered (a) in the United States to qualified institutional buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act")) in reliance on Rule 144A under the Securities Act, and (b) outside the United States to persons other than U.S. persons (as defined in Regulation S under the Securities Act) in reliance on Regulation S under the Securities Act.
As used in this Opinion, the following terms shall have the meanings set forth below:
"Co-Issuers" means TSL, as primary issuer, and TFPL, as co-issuer of the Notes.
"Guarantor Subsidiaries" means, collectively:
(a) Thalassa Dry Bulk Operations Ltd. ("TDBO"), a private limited company organized under the laws of the Republic of Malta;
(b) Thalassa Container Feeder Ltd. ("TCF"), a limited liability company organized under the laws of the Republic of the marshall Islands;
(c) Thalassa Port Services FZCO ("TPS"), a free zone company organized under the laws of the Emirate of Dubai, United Arab Emirates; and
(d) Thalassa Freight Solutions Pte. Ltd. ("TFS"), a private company limited by shares duly incorporated and existing under the laws of the Republic of Singapore.
"KMH" means Kallistratos Maritime Holdings Ltd., a BVI Business Company organized under the laws of the British Virgin Islands, which acts as a limited parent guarantor of the Notes, with its guarantee capped at $50,000,000.
The Guarantor Subsidiaries and KMH are referred to collectively herein as the "Guarantors."
2. Documents Reviewed
For the purposes of rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:
1.  The Indenture (near-final, 5th draft, dated September 6, 2022) (the "Indenture") among the Co-Issuers, the Guarantors, Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (UEN 199804782D), as trustee (in such capacity, the "Trustee"), and Atlas Collateral Agency Pte. Ltd. (UEN 200115678R), as security agent (in such capacity, the "Security Agent").
2.  The Purchase Agreement among the Co-Issuers, the Guarantors, and the Initial Purchasers (the "Purchase Agreement").
3.  The Registration Rights Agreement among the Co-Issuers and the Initial Purchasers (the "Registration Rights Agreement").
4.  The Intercreditor Agreement (near-final, 3rd draft) among the Co-Issuers, the Guarantors, Atlas Collateral Agency Pte. Ltd. as Security Agent, and Marlowe Asset Management Trust Company of Singapore Pte. Ltd. as Trustee (the "Intercreditor Agreement").
5.  The Form of Rule 144A Global Note (proposed CUSIP: 87265T AA1; proposed ISIN: US87265TAA10).
6.  The Form of Regulation S Global Note (proposed ISIN: XS2498731056; proposed Common Code: 249873105).
7.  The Paying Agent and Transfer Agent Agreement among the Co-Issuers and Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (the "Paying Agent Agreement").
8.  The Deed of Ship Mortgage (Form) — providing for first-priority ship mortgages over twenty-eight (28) Collateral Vessels (as defined in the Indenture), which vessels have been appraised at $1,175,000,000 in the aggregate by Compass Marine Valuations Ltd. as of the date of the most recent appraisal report provided to us (the "Deed of Ship Mortgage").
9.  The Deed of Assignment of Earnings and Insurances (Form) — providing for the assignment of charter hire, freight revenue, insurance proceeds, and requisition compensation for the Collateral Vessels (the "Deed of Assignment of Earnings and Insurances").
10.  The Share Pledge Agreement — Thalassa Finance Pte. Ltd. (the "TFPL Share Pledge"), pursuant to which TSL pledges 100% of the issued and outstanding shares in the capital of TFPL in favor of Atlas Collateral Agency Pte. Ltd. as Security Agent.
11.  The Share Pledge Agreement — Fleet-Owning Guarantor Subsidiaries (Form) (the "Subsidiary Share Pledge"), pursuant to which the relevant holding entities pledge their equity interests in each Guarantor Subsidiary.
12.  The Assignment of Intercompany Loan Receivables (the "Assignment of Receivables"), pursuant to which TFPL assigns to Atlas Collateral Agency Pte. Ltd. as Security Agent intercompany loan receivables in an aggregate principal amount of $365,000,000, representing indebtedness owed by fleet-owning subsidiaries to TFPL.
13.  The Offering Memorandum (near-final, 4th draft, dated September 12, 2022) relating to the offering of the Notes (the "Offering Memorandum").
14.  The Officers' Certificate of TSL executed by Spyros Andreou, Chief Executive Officer of TSL, and Marina Demetriou, Chief Financial Officer of TSL (the "Officers' Certificate").
15.  Resolutions of the Board of Directors of TSL (the "TSL Board Resolutions") authorizing, among other things, the offering and issuance of the Notes and the execution, delivery, and performance by TSL of the Transaction Documents to which it is a party.
16.  Written resolution of the sole director of TFPL (Marina Demetriou) (the "TFPL Director's Resolution") authorizing, among other things, the co-issuance of the Notes and the execution, delivery, and performance by TFPL of the Transaction Documents to which it is a party.
17.  Board resolutions and corporate authorizations of each Guarantor Subsidiary (the "Guarantor Subsidiary Authorizations") authorizing the execution, delivery, and performance by each such entity of the Transaction Documents to which it is a party, including, without limitation, the guarantees to be provided under the Indenture.
18.  Corporate authorization of KMH (the "KMH Authorization") authorizing the execution, delivery, and performance by KMH of the limited parent guarantee provided under the Indenture, with such guarantee capped at $50,000,000.
19.  The constitution (formerly known as the memorandum and articles of association) of TFPL, and the constitution of TFS, together with the constitutive documents of TSL provided to us for informational purposes (collectively, the "Constitutive Documents").
20.  BizFile+ profiles and certificates issued by the Accounting and Corporate Regulatory Authority of Singapore ("ACRA") in respect of TFPL and TFS, including certificates of good standing and certificates of incumbency obtained by us through ACRA's electronic filing system (the "ACRA Certificates").
21.  Such other certificates, documents, agreements, and instruments as we have deemed necessary or appropriate for the purposes of this Opinion.
Items 1 through 12 above are referred to collectively herein as the "Transaction Documents." Items 8 through 12 above are referred to collectively herein as the "Security Documents."
3. Assumptions
The opinions expressed herein are subject to, and are given on the basis of, the following assumptions, without independent investigation or verification on our part:
3.1 All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies conform to the originals thereof, and such originals are authentic, complete, and accurate.
3.2 All signatures on all documents reviewed by us are genuine and were affixed by the persons purporting to have signed such documents.
3.3 Each natural person who has signed or will sign any Transaction Document or any certificate or other document reviewed by us had, and continues to have, the legal capacity to execute and deliver such document.
3.4 All factual statements, representations, and warranties contained in the certificates, documents, and instruments reviewed by us (including, without limitation, the Officers' Certificate, the TSL Board Resolutions, the TFPL Director's Resolution, the Guarantor Subsidiary Authorizations, and the KMH Authorization) are true, complete, and accurate in all material respects as of the date of this Opinion and will be true, complete, and accurate as of the Closing Date.
3.5 Each of the Transaction Documents has been duly executed and delivered by all parties thereto other than the Co-Issuers (to the extent of TFPL only) and TFS (being the only Singapore-incorporated Guarantor Subsidiary), as to the due execution and delivery of which by such entities we opine below in Section 4 of this Opinion.
3.6 Each party to the Transaction Documents (other than TFPL and TFS, as to which we opine below) has been duly organized, is validly existing, and, where applicable, is in good standing under the laws of its respective jurisdiction of organization, and has all requisite corporate or other organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party.
3.7 The laws of the Hellenic Republic, the laws of the Republic of Malta, the laws of the Republic of the marshall Islands, the laws of the British Virgin Islands, the laws of the United States of America (both federal and the laws of any state thereof), the laws of England and Wales, and the laws of the Emirate of Dubai and the United Arab Emirates, in each case as applicable to any party to the Transaction Documents or to the transactions contemplated thereby, do not affect the opinions expressed herein. This Opinion is limited solely to the laws of the Republic of Singapore as referred to in Section 5 below, and we express no opinion as to the laws of any other jurisdiction.
3.8 The designation of the laws of the Republic of Singapore as the governing law of the relevant Transaction Documents represents a bona fide choice of law that is legal, valid, and binding as a matter of all relevant laws other than the laws of the Republic of Singapore (as to which we opine below in Section 4.14).
3.9 The Notes will be issued in the minimum denominations specified in the Indenture, being not less than $200,000 and integral multiples of $1,000 in excess thereof, and will not be issued in any manner or denomination that would contravene any applicable law.
3.10 No party to any Transaction Document is, or will at any relevant time be, subject to any insolvency, liquidation, judicial management, scheme of arrangement, moratorium, or analogous proceedings in Singapore or in any other jurisdiction, and no such proceedings have been commenced, are pending, or are threatened in respect of any such party.
3.11 The Collateral Vessels referred to in the Deed of Ship Mortgage were duly appraised by Compass Marine Valuations Ltd. in accordance with accepted industry standards, and the aggregate appraised value of $1,175,000,000 for the twenty-eight (28) Collateral Vessels is accurate and reflects the fair market value of such vessels as of the date of the relevant appraisal reports.
3.12 The intercompany loan receivables in the aggregate principal amount of $365,000,000 assigned by TFPL pursuant to the Assignment of Receivables represent valid and subsisting debts that are owing and payable by the relevant fleet-owning subsidiaries to TFPL, and are free from any prior assignment, lien, encumbrance, or set-off, save as disclosed in the Transaction Documents.
4. Opinions
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Sections 5 and 6 of this Opinion, we are of the opinion that:
4.1 Due Incorporation and Valid Existence — TFPL
Thalassa Finance Pte. Ltd. (UEN 202209345K) is a private company limited by shares that has been duly incorporated and is validly existing under the laws of the Republic of Singapore. Based on a search of the records maintained by the Accounting and Corporate Regulatory Authority of Singapore ("ACRA") conducted by us on or about the date hereof, TFPL has not been struck off the register maintained by ACRA and is not in the process of being struck off or wound up. TFPL has the legal status of a body corporate with perpetual succession and a common seal, and has the full legal capacity to sue and be sued in its own name.
4.2 Due Incorporation and Valid Existence — TFS
Thalassa Freight Solutions Pte. Ltd. is a private company limited by shares that has been duly incorporated and is validly existing under the laws of the Republic of Singapore. Based on a search of the records maintained by ACRA conducted by us on or about the date hereof, TFS has not been struck off the register maintained by ACRA and is not in the process of being struck off or wound up. TFS has the legal status of a body corporate with perpetual succession and a common seal, and has the full legal capacity to sue and be sued in its own name.
4.3 Corporate Power and Authority — TFPL
TFPL has the requisite corporate power and authority under its constitution and under the Companies Act 1967 of Singapore (the "Companies Act") and the Insolvency, Restructuring and Dissolution Act 2018 of Singapore (the "IRDA") to execute, deliver, and perform its obligations under each Transaction Document to which it is a party, including, without limitation:
(a) the Indenture, in its capacity as co-issuer of the Notes;
(b) the Purchase Agreement;
(c) the Registration Rights Agreement;
(d) the Intercreditor Agreement;
(e) the Assignment of Intercompany Loan Receivables; and
(f) each of the Security Documents to which TFPL is a party.
The sole director of TFPL, Marina Demetriou (who is also the Chief Financial Officer of TSL), has duly authorized the execution and delivery by TFPL of the Transaction Documents to which TFPL is a party and the co-issuance of the Notes by TFPL, by written resolution in accordance with the constitution of TFPL and the applicable provisions of the Companies Act. Such authorization has not been revoked, amended, or superseded, and remains in full force and effect as of the date hereof.
4.4 Corporate Power and Authority — TFS
TFS has the requisite corporate power and authority under its constitution and under the Companies Act to execute, deliver, and perform its obligations as a Guarantor under each Transaction Document to which it is a party, including, without limitation:
(a) the Indenture, in its capacity as a Guarantor;
(b) the Intercreditor Agreement; and
(c) the Security Documents to which TFS is a party.
The board of directors of TFS has duly authorized the execution and delivery by TFS of each Transaction Document to which TFS is a party, by resolutions duly adopted in accordance with the constitution of TFS and the applicable provisions of the Companies Act. Such authorization has not been revoked, amended, or superseded, and remains in full force and effect as of the date hereof.
4.5 Valid Issuance of the Notes
The Notes, when duly executed by the Co-Issuers in accordance with the terms of the Indenture, authenticated by Marlowe Asset Management Trust Company of Singapore Pte. Ltd. in its capacity as Trustee in accordance with the procedures set forth in the Indenture, and delivered to and paid for by the Initial Purchasers against payment of the issue price of 98.00% of par (representing aggregate gross proceeds of $392,000,000), will constitute the legal, valid, and binding obligations of TFPL in its capacity as co-issuer, enforceable against TFPL in accordance with their terms, subject to the qualifications set out in Section 5 below.
The Notes will be issued in global form, with the Rule 144A Global Note bearing the proposed CUSIP 87265T AA1 and proposed ISIN US87265TAA10, and the Regulation S Global Note bearing the proposed ISIN XS2498731056 and proposed Common Code 249873105. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by The Depository Trust Company (with respect to the Rule 144A Global Note) and Stonefield Industries and Westmark & Co. (with respect to the Regulation S Global Note), or their respective nominees and participants.
4.6 Enforceability of the Indenture
The Indenture constitutes, or upon due execution and delivery will constitute, a legal, valid, and binding obligation of each of TFPL and TFS, enforceable against each of TFPL and TFS in accordance with its terms, subject to the qualifications set out in Section 5 below.
Without limiting the generality of the foregoing, the covenants and other provisions contained in the Indenture that are governed by Singapore law, including the following, are enforceable in accordance with their terms under Singapore law, subject to the qualifications set out in Section 5 below:
(a) the incurrence-based financial covenant requiring a maximum Total Net Leverage Ratio of 3.50x;
(b) the minimum collateral coverage ratio of 2.00x, tested on a semi-annual basis;
(c) the restricted payments covenant, providing for a restricted payments basket equal to the greater of $30,000,000 and 10% of Consolidated Net Tangible Assets (as defined in the Indenture);
(d) the asset sale covenant, subject to a threshold of $15,000,000;
(e) the change of control provisions requiring a mandatory offer to repurchase the Notes at 101% of par upon the occurrence of a Change of Control (as defined in the Indenture);
(f) the optional redemption provisions, providing for (i) redemption at a make-whole price calculated at Treasury Rate plus 50 basis points during the first three years following issuance, (ii) a fixed-price call schedule commencing in Year 4 at 104.375% of par, Year 5 at 102.188% of par, and Year 6 and thereafter at 100.000% of par, and (iii) an equity clawback provision permitting the redemption of up to 40% of the originally issued aggregate principal amount of the Notes at a redemption price of 108.750% of par with the net cash proceeds of qualifying equity offerings.
4.7 Enforceability of the Purchase Agreement
The Purchase Agreement constitutes, or upon due execution and delivery will constitute, a legal, valid, and binding obligation of each of TFPL and TFS, enforceable against each of TFPL and TFS in accordance with its terms, subject to the qualifications set out in Section 5 below.
4.8 Enforceability of the Registration Rights Agreement
The Registration Rights Agreement constitutes, or upon due execution and delivery will constitute, a legal, valid, and binding obligation of TFPL, enforceable against TFPL in accordance with its terms, subject to the qualifications set out in Section 5 below.
4.9 Enforceability of the Intercreditor Agreement
The Intercreditor Agreement constitutes, or upon due execution and delivery will constitute, a legal, valid, and binding obligation of each of TFPL and TFS, enforceable against each of TFPL and TFS in accordance with its terms, subject to the qualifications set out in Section 5 below.
4.10 Enforceability of the Security Documents (Singapore-Law Governed)
Each of the following Security Documents constitutes, or upon due execution and delivery will constitute, a legal, valid, and binding obligation of the relevant pledgor or assignor (being TSL and/or TFPL, as applicable), enforceable against such party in accordance with its terms, subject to the qualifications set out in Section 5 below:
(a) the Share Pledge Agreement — TFPL (providing for the pledge of 100% of the issued and outstanding shares in the capital of TFPL by TSL in favor of Atlas Collateral Agency Pte. Ltd. as Security Agent);
(b) the Assignment of Intercompany Loan Receivables (providing for the assignment by TFPL to Atlas Collateral Agency Pte. Ltd. as Security Agent of intercompany loan receivables in the aggregate principal amount of $365,000,000 owed by fleet-owning subsidiaries to TFPL); and
(c) the Share Pledge Agreement — TFS (to the extent that such Share Pledge Agreement is governed by the laws of the Republic of Singapore).
Upon due registration and perfection in accordance with the terms of the relevant Security Documents and the applicable provisions of Singapore law (including, without limitation, the filing and registration requirements discussed in qualification 5.14 below), the security interests created under the Security Documents referred to in paragraphs (a), (b), and (c) above will constitute valid first-priority security interests in the relevant collateral, subject to the qualifications and limitations set out in Sections 5 and 6 of this Opinion.
4.11 Enforceability of Guarantees
The guarantee of TFS (being the upstream guarantee of a Singapore-incorporated Guarantor Subsidiary) provided under the Indenture constitutes, or upon due execution and delivery of the Indenture will constitute, a legal, valid, and binding obligation of TFS, enforceable against TFS in accordance with its terms, subject to the qualifications set out in Section 5 below.
We note for the avoidance of doubt that we do not express any opinion herein as to the enforceability of the guarantees provided by TDBO (organized under the laws of Malta), TCF (organized under the laws of the marshall Islands), TPS (organized under the laws of Dubai, UAE), or KMH (organized under the laws of the British Virgin Islands). The enforceability of such guarantees is governed by the laws of the respective jurisdictions of organization of such entities, and separate opinions from counsel qualified in those jurisdictions should be obtained by the addressees hereof. The enforceability of the obligations of TSL as primary issuer under the Notes and the Indenture, and of TSL's guarantee obligations, under Greek law, is addressed in the separate opinion of Delphi & Karidis LLP, as Greek-law counsel to the Co-Issuers.
4.12 No Conflicts (Singapore Law)
The execution, delivery, and performance by TFPL and TFS of the Transaction Documents to which each is a party, the issuance of the Notes by TFPL in its capacity as co-issuer, and the granting of the guarantee by TFS as contemplated by the Indenture, do not and will not:
(a) violate, contravene, or conflict with any provision of the constitution of TFPL or the constitution of TFS;
(b) violate, contravene, or conflict with any Singapore statute, rule, regulation, or subordinate legislation applicable to TFPL or TFS that, in our experience, is normally applicable to companies incorporated in Singapore entering into transactions of the nature contemplated by the Transaction Documents (provided that we express no opinion as to compliance with any laws or regulations specific to any particular industry or sector, other than general corporate and commercial laws of Singapore); or
(c) result in a breach of, or constitute a default under, or give rise to any right of termination, cancellation, or acceleration of any obligation under, any agreement, instrument, or arrangement to which TFPL or TFS is a party, to the extent that such agreements, instruments, and arrangements have been specifically identified to us and copies thereof have been provided for our review.
For the avoidance of doubt, the opinion in this Section 4.12 does not address compliance with or the effect of the laws of any jurisdiction other than the Republic of Singapore. Without limiting the foregoing, this opinion does not extend to any matters of Greek law, Maltese law, marshall Islands law, the laws of the Emirate of Dubai or the United Arab Emirates, British Virgin Islands law, United States federal or state securities laws (including the Securities Act and the Securities Exchange Act of 1934, as amended), or the laws of England and Wales.
4.13 No Consents (Singapore)
No consent, approval, authorization, order, license, permit, registration, or qualification of or with any governmental authority, regulatory body, or agency in the Republic of Singapore is required in connection with the execution, delivery, or performance by TFPL or TFS of the Transaction Documents to which each is a party, or the issuance of the Notes by TFPL in its capacity as co-issuer, or the granting of the guarantee by TFS under the Indenture, except for filings with ACRA as contemplated by the Transaction Documents (including, without limitation, the registration of charges discussed in qualification 5.14 below).
4.14 Choice of Law and Submission to Jurisdiction
The choice of the laws of the Republic of Singapore as the governing law of the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Intercreditor Agreement, and each of the Security Documents that is expressed to be governed by Singapore law, is a valid choice of law under the laws of the Republic of Singapore and will be recognized and given effect by the courts of the Republic of Singapore, provided that nothing in this Opinion shall be construed as an opinion that a Singapore court would necessarily apply Singapore law to all matters arising in connection with or under such Transaction Documents. The courts of the Republic of Singapore will generally give effect to a choice of governing law except where (i) such choice is not bona fide and legal, (ii) the application of the chosen law would be contrary to the public policy of Singapore, or (iii) application of mandatory rules of a different law is required.
The submission by each of TFPL and TFS to the non-exclusive jurisdiction of the courts of the Republic of Singapore, as contained in the relevant Transaction Documents, is valid and binding upon each of TFPL and TFS, and will be recognized and given effect by the courts of the Republic of Singapore.
4.15 No Stamp Duty
No Singapore stamp duty is payable on the execution, delivery, or performance of the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Intercreditor Agreement, or the Security Documents, provided that such documents are not executed in Singapore and are not subsequently brought into Singapore for the purpose of enforcement or any other purpose. If any such document is brought into Singapore, ad valorem stamp duty may become payable on certain of such documents, in particular the Share Pledge Agreements (including the TFPL Share Pledge and the Subsidiary Share Pledge, to the extent governed by Singapore law) and the Assignment of Intercompany Loan Receivables, under the Stamp Duties Act 1929 of Singapore (as amended). It is the responsibility of the relevant parties to ensure compliance with applicable stamp duty requirements in the event that any such documents are brought into Singapore.
5. Qualifications
The opinions expressed in Section 4 above are subject to the following qualifications:
5.1 Insolvency Qualification. The enforceability of the Transaction Documents and the obligations of TFPL and TFS thereunder is subject to applicable bankruptcy, insolvency, liquidation, judicial management, schemes of arrangement, moratoria, and other laws of general application now or hereafter in effect relating to or affecting the rights, remedies, and recourse of creditors generally, including, without limitation, the provisions of the Insolvency, Restructuring and Dissolution Act 2018 of Singapore (the "IRDA") and any subsidiary legislation thereunder. In particular, the rights and obligations of the parties under the Transaction Documents may be affected by any order of court made under the IRDA or the Companies Act, including any order placing a company under judicial management or any moratorium granted in connection therewith, any scheme of arrangement approved by the requisite majorities of creditors and sanctioned by the court, or any order for the winding up of a company. The availability of specific performance, injunctive relief, and other equitable remedies is subject to the discretion of the court before which such remedies are sought and may be refused where the court considers that damages would be an adequate remedy or that such relief would not be just or convenient in the circumstances.
5.2 Equitable Remedies. A court of competent jurisdiction in Singapore may decline to grant specific performance, injunctive relief, or any other form of equitable remedy in circumstances where, in the exercise of its discretion, the court determines that damages constitute an adequate remedy for the aggrieved party, or that the grant of such equitable relief would be inequitable or would involve undue hardship to the party against whom it is sought.
5.3 Penalty Clauses. Provisions of the Transaction Documents that are characterized by a court of competent jurisdiction as penalty clauses (as distinct from genuine pre-estimates of loss or liquidated damages) may be unenforceable under Singapore law. This qualification may be relevant to, among other things, (a) the make-whole premium payable upon optional redemption of the Notes during the first three years following issuance, (b) any provision for the payment of default interest at rates in excess of the coupon rate of 8.750% per annum, and (c) the equity clawback premium of 108.750% of par. The enforceability of any such provision will depend on the facts and circumstances existing at the time the relevant payment obligation arises and on the determination of the court as to whether the amount payable constitutes a genuine pre-estimate of the loss likely to be suffered by the aggrieved party.
5.4 Capacity of Foreign Entities. No opinion is expressed herein as to the capacity, corporate power, or authority of TSL, TDBO, TCF, TPS, or KMH, each of which is organized or incorporated outside the Republic of Singapore. The capacity and corporate power of each such entity is governed by the laws of its respective jurisdiction of organization, being the Hellenic Republic (in the case of TSL), the Republic of Malta (in the case of TDBO), the Republic of the marshall Islands (in the case of TCF), the Emirate of Dubai, United Arab Emirates (in the case of TPS), and the British Virgin Islands (in the case of KMH).
5.5 Foreign Law. This Opinion is limited solely to the laws of the Republic of Singapore as in effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction, whether federal, state, or local. We have made no investigation of, and express no opinion on, the laws of the Hellenic Republic, the Republic of Malta, the Republic of the marshall Islands, the British Virgin Islands, the United Arab Emirates, the United Kingdom, or the United States of America (or any state thereof).
5.6 Security Interests over Vessels. No opinion is expressed herein as to the validity, enforceability, perfection, or priority of the ship mortgages over the twenty-eight (28) Collateral Vessels contemplated by the Deed of Ship Mortgage. The validity, enforceability, perfection, and priority of such ship mortgages will depend on the laws of the relevant flag states under which such vessels are registered and on applicable maritime conventions and treaties. The opinions in Section 4.10 above are limited to the Singapore-law governed share pledges and the assignment of intercompany loan receivables and do not extend to any security interest over or in respect of vessels, charter hire, freight revenue, or insurance proceeds (except to the extent that such rights constitute part of the intercompany loan receivables assigned pursuant to the Assignment of Receivables).
5.7 Fraudulent Transfer / Preference. Transactions entered into by a company within the applicable statutory clawback periods prescribed by the IRDA prior to the commencement of winding up or judicial management proceedings may be voidable as unfair preferences (under Section 224 of the IRDA), transactions at an undervalue (under Section 225 of the IRDA), or extortionate credit transactions (under Section 226 of the IRDA). The applicable clawback periods vary but may extend up to two years (in the case of transactions at an undervalue with an unrelated party) or five years (in the case of transactions at an undervalue with a related party) prior to the commencement of the relevant proceedings. The opinions expressed in Section 4 above are given on the assumption that no such proceedings will be commenced within the applicable clawback periods.
5.8 Third-Party Rights. Under the Contracts (Rights of Third Parties) Act 2001 of Singapore (Cap. 53B), a person who is not a party to a contract may in certain circumstances acquire enforceable rights under such contract if the contract expressly provides that such person may enforce a term of the contract, or if the contract purports to confer a benefit on such person (unless on a proper construction of the contract, it appears that the parties did not intend the term to be enforceable by the third party). This qualification applies to the Transaction Documents except to the extent that the Transaction Documents expressly exclude or restrict the application of the Contracts (Rights of Third Parties) Act.
5.9 Limitation of Actions. Claims under the Transaction Documents may become time-barred under the Limitation Act (Cap. 163) of Singapore or other applicable limitation or prescription periods. In general, actions founded on a simple contract are barred after six years from the date on which the cause of action accrued, and actions on a specialty (including contracts under seal) are barred after twelve years. The running of limitation periods may be affected by acknowledgments, part payments, disability, fraud, concealment, or mistake.
5.10 Sanctions and Illegality. Provisions of the Transaction Documents may be unenforceable to the extent that performance thereunder would require any party to act in contravention of applicable economic or trade sanctions, embargoes, asset-freezing measures, anti-money laundering laws, anti-terrorism financing laws, or other mandatory legal requirements enacted by the Government of the Republic of Singapore, the United Nations Security Council, or any other relevant authority. A court of competent jurisdiction in Singapore may decline to enforce provisions of the Transaction Documents if such enforcement would be contrary to the public policy of Singapore or would require a party to commit an illegal act.
5.11 Indemnification. Indemnification and contribution provisions contained in the Transaction Documents may be limited or rendered unenforceable by applicable law or considerations of public policy, including, without limitation, where the indemnification sought relates to a party's own fraud, willful misconduct, willful default, or gross negligence. A court of competent jurisdiction in Singapore may decline to enforce any indemnification or contribution provision that it considers to be unreasonable, unconscionable, or contrary to public policy.
5.12 Severability. The severability of any provision of the Transaction Documents may not be effective to preserve the enforceability of the remaining provisions if the severed provision is found by a court of competent jurisdiction to be integral to the commercial purpose or the overall bargain reflected in the relevant agreement. In such circumstances, the invalidity or unenforceability of the severed provision may affect the enforceability of the remaining provisions or of the agreement as a whole.
5.13 Interest Limitations. The enforceability of the coupon rate of 8.750% per annum payable on the Notes, and of any default rate of interest specified in the Indenture, is not limited by any usury statute applicable under the laws of the Republic of Singapore, as Singapore does not have a general usury statute applicable to corporate borrowers. However, the courts of Singapore retain a residual discretion to review interest rates in the context of a finding of unconscionability or oppression, and may in exceptional circumstances decline to enforce an interest rate that they consider to be unconscionable, oppressive, or otherwise contrary to public policy.
5.14 Filing and Registration. The TFPL Share Pledge and the Assignment of Intercompany Loan Receivables may constitute charges created by a Singapore-incorporated company and, as such, may require registration with ACRA under Section 131 of the Companies Act within thirty (30) days after the date of the creation of the relevant charge (or such longer period as the court may allow under Section 137 of the Companies Act). Failure to register any such charge within the prescribed time period may render the charge void as against the liquidator and the creditors of the relevant company, notwithstanding that the underlying contractual obligation to repay or the personal covenant of the chargor remains enforceable. We express no opinion as to whether registration has been effected or will be effected within the prescribed time period; the opinions in Section 4.10 above are given on the assumption that all requisite filings and registrations will be duly made within the time periods prescribed by applicable law.
6. Limitations
The opinions expressed in this Opinion are subject to the following limitations:
This Opinion is given solely for the benefit of the addressees hereof (namely, Anchor Bay Securities LLC, Halcyon Partners International Ltd., Marlowe Asset Management Trust Company of Singapore Pte. Ltd. in its capacity as Trustee, and Atlas Collateral Agency Pte. Ltd. in its capacity as Security Agent) and their respective successors and permitted assigns, in each case solely in connection with the Transaction Documents and the transactions contemplated thereby. This Opinion may not be relied upon by any other person, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. Notwithstanding the foregoing, this Opinion may be disclosed to, and relied upon by, any holder or beneficial owner of the Notes to the extent required by applicable law or regulation, provided that any such reliance shall be subject to the terms, qualifications, and limitations set forth herein.
This Opinion speaks only as of the date set forth above. We assume no obligation, and expressly disclaim any obligation, to update, supplement, revise, or reaffirm this Opinion to reflect any facts, circumstances, events, or changes in applicable law that may occur or come to our attention after the date hereof. No inference should be drawn from our failure to update this Opinion with respect to any subsequent development or change.
This Opinion is limited to the matters expressly stated herein, and no opinion is to be implied or inferred beyond the matters expressly so stated. The opinions set forth herein are being given in the context of the specific transaction described herein and are not intended to be, and should not be construed as, general statements of the law of the Republic of Singapore or as applicable to any other transaction or set of facts.
We have not been asked to opine, and we do not opine, on any matters of fact, including, without limitation, (a) the financial condition, solvency, or creditworthiness of any party to the Transaction Documents, (b) the accuracy, completeness, or adequacy of the Offering Memorandum (dated September 12, 2022, near-final 4th draft) or any other disclosure document prepared in connection with the offering of the Notes, or (c) the commercial reasonableness of the terms of the Transaction Documents or of any particular provision thereof.
We have not independently verified, and express no opinion with respect to, the aggregate fleet appraised value of $1,820,000,000 (representing the total fleet of the Thalassa group) or the appraised value of $1,175,000,000 attributable to the twenty-eight (28) Collateral Vessels, as determined by Compass Marine Valuations Ltd. We have not independently verified, and express no opinion with respect to, any financial data or financial projections contained in the Offering Memorandum, including, without limitation, the reported last-twelve-months revenue of $687,400,000, the reported last-twelve-months Adjusted EBITDA of $214,600,000, the reported pro forma net leverage of 1.59x, or any other financial metric or projection. We have relied, without independent investigation, on the factual representations and statements set forth in the Officers' Certificate and in the other certificates and documents reviewed by us.
The opinions expressed herein do not extend to any of the following matters, each of which is expressly excluded from the scope of this Opinion:
(a) the validity or enforceability under Greek law of the obligations of TSL as primary issuer of the Notes, or of any other obligations of TSL under the Transaction Documents, which matters are addressed by the separate opinion of Delphi & Karidis LLP as Greek-law counsel to the Co-Issuers;
(b) the validity or enforceability of the guarantees provided by TDBO, TCF, TPS, or KMH, each of which is governed by the laws of the respective jurisdiction of organization of such entity;
(c) the validity, perfection, priority, or enforceability of the ship mortgages contemplated by the Deed of Ship Mortgage, which are governed by the laws of the relevant flag states and applicable maritime conventions;
(d) any matter of United States federal or state securities law, including, without limitation, the availability of exemptions under the Securities Act and the compliance of the offering and sale of the Notes with applicable securities laws, which matters are addressed by the separate 10b-5 disclosure letter and negative assurance letter of Whitfield & Crane LLP as counsel to the Initial Purchasers; and
(e) any tax matters, including, without limitation, the Singapore income tax, goods and services tax, or withholding tax consequences of the transactions contemplated by the Transaction Documents.
7. Governing Law of This Opinion
This Opinion is governed by, and shall be construed in accordance with, the laws of the Republic of Singapore.
We remain available to discuss any aspect of this Opinion with you at your convenience. Please do not hesitate to contact the undersigned or any other member of the Calderwood & Harkness team should you have any questions.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Robert Adeyemi
Title: Partner
Responsible Partner, Capital Markets Calderwood & Harkness LLP — Singapore Office
Calderwood & Harkness Matter No.: 1044-00004 Client No.: 80214-TSL
ANNEX A
DEFINITION OF TRANSACTION DOCUMENTS
The following constitutes the enumerated list of Transaction Documents as defined and referred to in Section 2 of this Opinion, together with the applicable date and draft version number of each such document as of the date of this Opinion:
Items 1 through 12 above are collectively referred to in this Opinion as the "Transaction Documents." Items 8 through 12 above are collectively referred to in this Opinion as the "Security Documents."
Note: This opinion was never delivered due to the suspension of the offering on November 14, 2022. Matter coded dormant as of December 1, 2022.
No. | Document | Date / Version
1 | Indenture | Near-final, 5th draft — September 6, 2022
2 | Purchase Agreement | Near-final draft
3 | Registration Rights Agreement | Near-final draft
4 | Intercreditor Agreement | Near-final, 3rd draft (first draft dated August 22, 2022)
5 | Form of Rule 144A Global Note (proposed CUSIP: 87265T AA1; proposed ISIN: US87265TAA10) | Per Indenture
6 | Form of Regulation S Global Note (proposed ISIN: XS2498731056; proposed Common Code: 249873105) | Per Indenture
7 | Paying Agent and Transfer Agent Agreement | Near-final draft
8 | Deed of Ship Mortgage (Form) — 28 Collateral Vessels | Form
9 | Deed of Assignment of Earnings and Insurances (Form) | Form
10 | Share Pledge Agreement — Thalassa Finance Pte. Ltd. | Near-final draft
11 | Share Pledge Agreement — Fleet-Owning Guarantor Subsidiaries (Form) | Form
12 | Assignment of Intercompany Loan Receivables ($365,000,000 aggregate) | Near-final draft

DRAFT — [DATE] — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO COMPLETION AND DELIVERY AT CLOSING

CALDERWOOD & HARKNESS LLP

ANNEX A

DEFINITION OF TRANSACTION DOCUMENTS

Record

Parties

Dates

Amounts