1044-00004 · Client 1044 · Legal Opinions

legal-opinion-draft-delphi-karidis-reviewed.docx DOCUMENT Capital Markets

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DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT TO BE DELIVERED OR RELIED UPON

DRAFT — SUBJECT TO REVIEW AND COMMENT

GREEK-LAW LEGAL OPINION

D&K Draft v.2 / C&H Review v.1 — Circulated [●] September 2022

DELPHI & KARIDIS LLP Advocates and Legal Counselors 15 Vasilissis Sofias Avenue Athens 106 71, Greece Tel: +30 210 723 4500

Fax: +30 210 723 4599

www.delphikaridis.gr

[●], 2022

To:

Anchor Bay Securities LLC 599 Lexington Avenue, 28th Floor New York, NY 10022 United States of America

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

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

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

Re: $400,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 issued by Thalassa Shipping & Logistics SA and Thalassa Finance Pte. Ltd.

Ladies and Gentlemen:

C&H Comment (BW): Please confirm that D&K will also be providing this opinion to Calderwood & Harkness LLP as issuer's lead counsel. Add C&H to the addressee list. Also confirm this opinion may be relied upon by Whitfield & Crane LLP as counsel to the Initial Purchasers.

C&H Comment (RA/BW): Opinion to be dated as of closing date. Confirm with Alexandros Theodorakis that all board resolutions will be in place and undated signature pages released before this opinion is finalized.

1. Introduction and Role

We, Delphi & Karidis LLP ("D&K" or "we"), have acted as Greek legal counsel to Thalassa Shipping & Logistics SA ("TSL" or the "Issuer"), a société anonyme (anonimi etairia / Α.Ε.) duly organized and existing under the laws of the Hellenic Republic, with its registered office and principal headquarters located at 42 Akti Miaouli, Piraeus 185 35, Greece, registered with the Greek General Commercial Registry (Geniko Emporiko Mitroo — "GEMI") under registration number 148276201000.

This opinion is delivered in connection with the offering of $400,000,000 (four hundred million United States dollars) aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes") by TSL and Thalassa Finance Pte. Ltd. (Unique Entity Number 202209345K), a private company limited by shares organized under the laws of the Republic of Singapore ("TFPL"), as co-issuers (TSL and TFPL, collectively, the "Co-Issuers").

This opinion is delivered pursuant to the terms of the Purchase Agreement (as defined below) among the Co-Issuers, the Guarantor Subsidiaries (as defined therein), and the Initial Purchasers, namely Anchor Bay Securities LLC and Halcyon Partners International Ltd. (together, the "Initial Purchasers"), in connection with the initial purchase and resale of the Notes by the Initial Purchasers.

This opinion addresses solely matters of Greek law as in effect on the date hereof. We express no opinion whatsoever on the laws of any other jurisdiction, including, without limitation, the laws of the Republic of Singapore (which govern the Indenture and the Security Documents), the laws of the United States of America, the laws of England and Wales, the laws of Malta, the laws of the Republic of the marshall Islands, or the laws of the United Arab Emirates. To the extent that any Transaction Document (as defined below) is governed by Singapore law, we have assumed (without independent investigation) that such Transaction Document constitutes a valid and binding obligation of each party thereto under Singapore law, and we express no opinion on the enforceability thereof under Singapore law.

We have not acted as counsel to TFPL, to any Guarantor Subsidiary, or to any other party to the Transaction Documents, and we express no opinion regarding any such entity other than TSL.

2. Documents Examined

In connection with the preparation and delivery of this opinion, we have reviewed originals or copies (in some cases, near-final or draft form) of the following documents:

1. The Indenture (Near-Final, 5th Draft) dated September 6, 2022 (the "Indenture"), among TSL, TFPL, the Guarantor Subsidiaries named therein, Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (as Trustee) (the "Trustee"), and Atlas Collateral Agency Pte. Ltd. (as Security Agent) (the "Security Agent"), providing for the issuance of the Notes;

2. The Purchase Agreement (near-final draft) (the "Purchase Agreement"), among the Co-Issuers, the Guarantor Subsidiaries named therein, and the Initial Purchasers, setting forth the terms and conditions of the initial purchase and resale of the Notes;

3. The Registration Rights Agreement (near-final draft) (the "Registration Rights Agreement"), among the Co-Issuers, the Guarantor Subsidiaries named therein, and the Initial Purchasers, concerning the registration obligations of the Co-Issuers with respect to the Notes;

4. The Intercreditor Agreement (near-final, 3rd draft) dated August 22, 2022 (the "Intercreditor Agreement"), among the parties named therein, setting forth the relative priorities and rights of the various secured creditors;

5. The Security Documents, including the following:

(a) the form of Deed of Ship Mortgage (Singapore Law) — to the extent relevant to TSL's obligations as pledgor and/or mortgagor;

(b) the Share Pledge Agreement (the "TFPL Share Pledge"), pursuant to which TSL pledges 100% of the issued and outstanding shares of TFPL to the Security Agent for the benefit of the holders of the Notes;

(c) the form of Share Pledge Agreement for each of the Fleet-Owning Guarantor Subsidiaries (the "Fleet Sub Share Pledges"), pursuant to which the relevant parent entity pledges 100% of the issued and outstanding shares of each fleet-owning subsidiary;

(d) the Assignment of Intercompany Loan Receivables (the "Receivables Assignment"), covering intercompany loan receivables in an aggregate amount of $365,000,000 owing from the fleet-owning subsidiaries to TFPL;

(e) the form of Deed of Assignment of Earnings and Insurances (the "Earnings and Insurances Assignment"), assigning by way of security the earnings from charter-party agreements and the proceeds of hull and machinery and protection and indemnity insurances in respect of the Collateral Vessels;

6. The Offering Memorandum (Near-Final, 4th Draft) dated September 12, 2022 (the "Offering Memorandum"), prepared in connection with the offering of the Notes under Rule 144A and Regulation S under the United States Securities Act of 1933, as amended;

7. The Articles of Association (Katastatiko / Καταστατικό) of TSL, as currently in force and as certified by the GEMI (the "Articles of Association");

8. The Founding Act (Idrytiki Praxi / Ιδρυτική Πράξη) of TSL, dated 1997, as filed with the competent Greek authorities at the time of TSL's incorporation (the "Founding Act");

9. The draft Board Resolutions of TSL (the "Board Resolutions"), authorizing the offering, issuance, and sale of the Notes, the execution and delivery of the Transaction Documents to which TSL is a party, and the appointment of authorized signatories, specifically Spyros Andreou (Chief Executive Officer), Marina Demetriou (Chief Financial Officer), and Alexandros Theodorakis (General Counsel), to execute and deliver the Transaction Documents on behalf of TSL;

10. The Certificate of GEMI registration and the equivalent of a good standing certification for TSL (GEMI No. 148276201000), issued by the competent office of the GEMI (the "GEMI Certificate");

11. Minutes of shareholder meetings of TSL relevant to the authorization of indebtedness and the grant of authority to the Board of Directors in connection therewith (the "Shareholder Minutes");

12. Copies of existing bilateral ship-finance facility agreements, specifically (i) the facility agreement with Meridian Maritime Bank AG in an aggregate principal amount of $190,000,000 (the "Meridian Facility") and (ii) the facility agreement with Clearwater Shipping Finance Ltd. in an aggregate principal amount of $120,000,000 (the "Clearwater Facility"), to the extent relevant to negative pledge covenants, consent requirements, and cross-default provisions contained therein;

13. The management certificate delivered by Spyros Andreou (CEO) and Marina Demetriou (CFO) of TSL (the "Management Certificate"), certifying as to certain matters of fact, including the absence of pending or threatened litigation, the absence of undisclosed encumbrances on TSL's assets, and TSL's compliance with applicable regulatory requirements; and

14. Powers of attorney and specimen signatures of the authorized signatories of TSL (the "Powers of Attorney").

The documents listed in items 1 through 5 above are collectively referred to herein as the "Transaction Documents." The documents listed in items 7 through 14 above are collectively referred to herein as the "Corporate Documents."

We have also reviewed such other documents and made such further inquiries as we have deemed necessary or appropriate for the purposes of rendering this opinion.

C&H Comment (NF): Items 12 — please confirm D&K has reviewed the Meridian and Clearwater facilities in sufficient detail to opine on no-conflict/no-consent issues. We understand both facilities require lender consent for additional indebtedness above $50M. These consents would need to be obtained or, alternatively, the facilities would be repaid simultaneously at closing. Please address in the opinion or add an assumption.

C&H Comment (BW): Please add the Paying Agent and Transfer Agent Agreement to the list of documents examined.

3. Assumptions

In rendering the opinions set forth below, we have assumed the following, without independent investigation or verification, and we express no opinion with respect to any of the following matters:

1. All copies of documents examined by us are true, complete, and accurate copies of the originals thereof, and all originals are authentic. All documents submitted to us as drafts or near-final versions will be executed in the form reviewed by us or in a form that does not differ in any material respect therefrom.

2. All signatures on the documents we have examined are genuine and were affixed by the persons purported to have signed such documents.

3. Each party (other than TSL) to the Transaction Documents has the requisite legal capacity, corporate or other organizational power, and authority under the laws of its own jurisdiction of organization to execute, deliver, and perform its respective obligations under the Transaction Documents to which it is a party, and has duly authorized, executed, and delivered such Transaction Documents.

4. The Transaction Documents constitute the legal, valid, and binding obligations of each party thereto, enforceable against such party in accordance with their respective terms, under their respective governing laws (including Singapore law). We express no opinion whatsoever on the enforceability of any Transaction Document under Singapore law, and we have assumed, without independent investigation, that the choice of Singapore law as the governing law of the Transaction Documents is valid and effective under the laws of Singapore and any other relevant jurisdiction (other than Greece).

5. The Board Resolutions of TSL will be duly adopted in final form substantially in the form of the draft reviewed by us, at a duly convened meeting of the Board of Directors of TSL at which the requisite quorum of directors is present, and such Board Resolutions will be adopted prior to the execution and delivery of any Transaction Document by TSL. The Board Resolutions will not have been amended, revoked, or superseded at the time of execution and delivery of the Transaction Documents.

6. No shareholder resolution of TSL is required under Greek Law 4548/2018 (the Greek Sociétés Anonymes Law) for the transactions contemplated by the Transaction Documents, as the aggregate indebtedness to be incurred by TSL in connection with the Notes does not exceed any limitations set forth in the Articles of Association of TSL. We have reviewed the Articles of Association and confirmed that they do not impose a borrowing cap or aggregate debt ceiling on TSL. The Board of Directors of TSL has full authority under the Articles of Association and applicable Greek law to authorize the incurrence of indebtedness in the amounts contemplated by the Transaction Documents without the need for a prior or subsequent shareholder resolution.

C&H Comment (RA/BW): Assumption 6 — we need D&K to affirmatively confirm that the issuance of the Notes does not require shareholder approval under Greek Law 4548/2018, particularly Articles 99–101 regarding board powers to incur debt. If there is any ambiguity, this should be a positive opinion rather than an assumption. Please revise.

7. The GEMI filings and registrations relating to TSL are current, complete, and accurate as of the date hereof, and no filing, registration, amendment, or other action with or before the GEMI is required in connection with the transactions contemplated by the Transaction Documents that has not already been effected or is not otherwise described in this opinion.

8. No insolvency, bankruptcy, reorganization, moratorium, restructuring, pre-insolvency, or similar proceeding has been commenced, is pending, or is threatened with respect to TSL under Greek law, including under Greek Law 4738/2020 (the Greek Insolvency Code, as amended), and TSL is not unable to pay its debts as they fall due, nor has TSL ceased to pay its debts in the ordinary course of business.

9. TSL's tax identification number (Arithmos Forologikou Mitroou — "AFM") and its tax registration with the competent Greek tax authority (the Independent Authority for Public Revenue — AADE) are current, valid, and in good standing, and TSL is in compliance with its material Greek tax obligations.

10. The factual representations, warranties, and certifications contained in the Management Certificate delivered by Spyros Andreou and Marina Demetriou are true, correct, and complete in all material respects as of the date of delivery thereof and will remain true, correct, and complete in all material respects as of the date of this opinion.

C&H Comment (BW): Add assumption regarding no amendment to TSL's Articles of Association between date of GEMI-certified copy examined and the date of opinion delivery.

4. Opinions

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

4.1 Due Organization and Valid Existence

TSL is a société anonyme (anonimi etairia / Α.Ε.) duly organized, validly existing, and in good standing under the laws of the Hellenic Republic, to the extent that the concept of "good standing" exists under Greek law. For purposes of this opinion, we confirm that TSL (a) has been duly incorporated and organized in accordance with the laws of the Hellenic Republic, including the Greek Sociétés Anonymes Law then in effect at the time of its incorporation, (b) is continuously and currently registered with the GEMI under registration number 148276201000 and its registration has not been suspended, terminated, or revoked, (c) has not been dissolved, is not in the process of dissolution or liquidation, and no decision for its dissolution or winding-up has been adopted by its shareholders, its Board of Directors, or any Greek court or governmental authority, and (d) is not subject to any insolvency, bankruptcy, reorganization, moratorium, or similar proceeding under Greek law, including under Greek Law 4738/2020.

TSL was originally founded in 1997 pursuant to the Founding Act and has been in continuous operation since its date of incorporation. TSL's registered office is at 42 Akti Miaouli, Piraeus 185 35, Greece, as reflected in the GEMI records and in TSL's current Articles of Association.

C&H Comment (BW): Greek law does not have a precise "good standing" concept equivalent to U.S. or common law jurisdictions. Please either (a) add a parenthetical clarifying what Greek-law equivalent concept is being relied upon (i.e., that TSL is registered, not dissolved, and not subject to insolvency proceedings), or (b) qualify this opinion with a footnote explaining the limitation. We prefer approach (a) — an affirmative statement of the nearest Greek-law equivalent.

4.2 Corporate Power and Authority

TSL has the corporate power and authority under its Articles of Association and Greek Law 4548/2018 (the Greek Sociétés Anonymes Law, as currently in effect) to:

(a) issue and be a co-issuer of the Notes in the aggregate principal amount of $400,000,000;

(b) execute and deliver each of the Transaction Documents to which it is a party, including the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Intercreditor Agreement, and the Security Documents (including, without limitation, the TFPL Share Pledge, the Fleet Sub Share Pledges, the Receivables Assignment, the Earnings and Insurances Assignment, and, to the extent TSL is a party thereto, the form of Deed of Ship Mortgage);

(c) perform its obligations under the Transaction Documents, including its obligations to make payments of principal, premium (if any), and interest on the Notes and to comply with the covenants and other provisions of the Indenture; and

(d) own and operate its assets and conduct its business as described in the Offering Memorandum, including the business of owning, operating, managing, and chartering vessels, and conducting logistics, freight-forwarding, and port services.

The Articles of Association of TSL set forth the corporate objects (skopoi) of TSL in terms sufficiently broad to encompass the transactions contemplated by the Transaction Documents. Specifically, the corporate objects of TSL include, among other things, the ownership, acquisition, sale, operation, management, and chartering of vessels of all types, the provision of maritime logistics and freight-forwarding services, and the conduct of all business activities ancillary or related thereto, including the incurrence of indebtedness, the granting of security interests over TSL's assets, and the entry into any agreements in connection therewith. The Articles of Association do not restrict the corporate objects of TSL in any manner that would prevent TSL from entering into the Transaction Documents or performing its obligations thereunder.

The business of owning and operating vessels, maritime logistics, and freight-forwarding as described in the Offering Memorandum falls squarely within TSL's stated corporate objects as set forth in the Articles of Association.

C&H Comment (NF): Please address specifically TSL's capacity to grant first-priority ship mortgages, assignments of earnings/insurances, and share pledges as part of the Security Documents. We want to confirm that the granting of security over TSL's assets is within TSL's corporate powers and does not require additional shareholder approval beyond what is covered in the board resolutions.

4.3 Due Authorization; Board Approvals

The Board of Directors of TSL has duly authorized (or, upon adoption of the Board Resolutions in their final form, will have duly authorized) the offering, issuance, and sale of the Notes, and the execution, delivery, and performance by TSL of each Transaction Document to which TSL is a party.

The Board Resolutions, in the form of the draft reviewed by us, authorize Spyros Andreou (Chief Executive Officer), Marina Demetriou (Chief Financial Officer), and Alexandros Theodorakis (General Counsel) to execute and deliver the Transaction Documents on behalf of TSL, with each such authorized signatory empowered to act individually and without the requirement of a co-signature.

The Board of Directors of TSL consists of seven (7) members as of the date hereof. The quorum requirements for a valid meeting of the Board of Directors, as set forth in the Articles of Association and as prescribed by Greek Law 4548/2018, have been (or, upon duly convened meeting and adoption of the final Board Resolutions, will have been) satisfied. Under the Articles of Association, a quorum of the Board of Directors is constituted by the presence (in person or by proxy, as permitted) of at least four (4) of the seven (7) directors. Decisions of the Board of Directors are adopted by a simple majority of directors present at a meeting at which a quorum is present.

No further corporate action on the part of TSL, including (a) any resolution of the shareholders of TSL (whether ordinary or extraordinary), (b) any approval by any committee of the Board of Directors, or (c) any other internal corporate approval or consent, is required under Greek law or TSL's Articles of Association for the valid authorization of the transactions contemplated by the Transaction Documents, including the issuance of the Notes, the granting of security interests under the Security Documents, and the execution and delivery of the Transaction Documents.

We note that Pelagos Capital Partners Fund III LP ("Pelagos") holds approximately 18.0% of the issued and outstanding equity of TSL and has the right to designate two (2) of the seven (7) members of the Board of Directors. We confirm that, under the Articles of Association and Greek Law 4548/2018, the affirmative vote of the Pelagos-designated board members is not required for the Board Resolutions to be validly adopted, provided that a quorum of at least four (4) directors is present and the Board Resolutions are approved by a simple majority of those present. The Pelagos-designated directors do not hold veto rights, enhanced voting rights, or any other special consent rights under the Articles of Association with respect to the matters addressed in the Board Resolutions.

C&H Comment (RA): This opinion currently addresses "will have authorized" in the conditional tense because the board resolutions are in draft. At closing, this must be converted to a present-tense, unconditional opinion. Confirm that D&K will deliver a bring-down opinion or revised opinion at closing reflecting executed resolutions. Also, we need confirmation that Dimitrios Kallistratos (Chairman) and Elena Kallistratos-Pavlou (Vice Chairwoman) have no special veto or consent rights under the Articles of Association that could affect validity.

4.4 Execution and Delivery

Upon due execution and delivery by TSL (through any one of its authorized signatories, namely Spyros Andreou, Marina Demetriou, or Alexandros Theodorakis), each Transaction Document to which TSL is a party will have been duly executed and delivered by TSL in accordance with the requirements of Greek law.

Greek law does not impose any specific form requirements — including notarial attestation, apostille, consular legalization, or other authentication formalities — for the execution by a Greek société anonyme of agreements of the nature of the Transaction Documents, given that the Transaction Documents are governed by Singapore law, are to be executed outside the territory of the Hellenic Republic, and relate to obligations to be performed predominantly outside Greece. The execution of the Transaction Documents by a duly authorized representative of TSL, acting pursuant to valid board authorization, is sufficient under Greek law to bind TSL to its obligations thereunder.

C&H Comment (BW): Please confirm whether any of the Security Documents — particularly the share pledges and assignments — require notarization, apostille, or consular legalization under Greek law for enforcement against TSL or its assets located in Greece. If so, please add this as a qualification.

4.5 No Conflict; No Violation

The execution, delivery, and performance by TSL of its obligations under the Transaction Documents to which it is a party, and the consummation of the transactions contemplated by the Transaction Documents, including the offering, issuance, and sale of the Notes, the granting of security interests under the Security Documents, and the payment of principal, premium (if any), and interest on the Notes, do not and will not:

(a) violate, conflict with, or result in a breach or contravention of any provision of TSL's Articles of Association, Founding Act, or any resolution duly adopted by TSL's Board of Directors or shareholders (including, when adopted, the Board Resolutions);

(b) violate, conflict with, or result in a breach or contravention of any Greek law, statute, regulation, decree, ministerial decision, directive, or governmental order known to us to be applicable to TSL or its business as currently conducted, including Greek Law 4548/2018 (the Greek Sociétés Anonymes Law), Greek Law 4738/2020 (the Greek Insolvency Code), Greek maritime legislation, Greek tax legislation, and the regulations and directives of the Bank of Greece, the Hellenic Capital Market Commission, and the Independent Authority for Public Revenue;

(c) result in the creation or imposition of any lien, encumbrance, charge, pledge, mortgage, security interest, or other restriction on any assets of TSL under Greek law, other than as expressly contemplated by the Security Documents; or

(d) require any consent, approval, authorization, license, order, filing, registration, or qualification with or from any Greek governmental authority, regulatory body, court, or administrative agency, except as described in Section 4.6 below.

With respect to the existing bilateral ship-finance facilities, we note the following: the contemplated refinancing and repayment of the Meridian Maritime Bank AG facility (in an aggregate principal amount of $190,000,000) and the Clearwater Shipping Finance Ltd. facility (in an aggregate principal amount of $120,000,000) with the proceeds of the Notes does not, in itself, violate any provision of Greek law. We have reviewed the Meridian Facility and the Clearwater Facility to the extent relevant to our assessment of compliance with Greek law, but we express no opinion as to whether consents, waivers, or approvals are required under the terms of those facility agreements, which are governed by laws other than Greek law. Any consent or approval requirements under those facility agreements are matters of the laws governing such agreements, and we express no opinion thereon.

C&H Comment (NF): Clause (d) — please address specifically whether the issuance of debt securities by a Greek SA to non-Greek investors under a non-Greek law governed indenture triggers any reporting or notification obligation to the Bank of Greece, the Hellenic Capital Market Commission, or any other Greek regulatory body. Our understanding is that no Greek prospectus or offering document filing is required since this is a private placement outside Greece, but please confirm and address in the opinion.

4.6 Governmental Approvals and Filings

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

(a) the offering, issuance, and sale of the Notes, given that the offering is made exclusively outside the territory of the Hellenic Republic to investors who are not located in Greece, under Rule 144A and Regulation S under the United States Securities Act of 1933, as amended, and is not a public offering in Greece within the meaning of Greek law or Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation");

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

(c) the granting of the security interests contemplated by the Security Documents, to the extent that such security interests attach to assets that are not located within the territory of the Hellenic Republic.

With respect to any Collateral Vessels (as defined in the Indenture) registered under the Greek flag: we note that the registration of ship mortgages over Greek-flagged vessels would require the filing and registration of the relevant mortgage deed with the competent Greek registry of ships (Naftiko Mitroo / Ναυτικό Μητρώο) maintained at the relevant port authority, in accordance with Greek maritime law, including the Greek Code of Private Maritime Law (Kodikas Idiotikou Naftikou Dikaiou / KINA, Legislative Decree 187/1973, as amended). Such registration would be a condition to the valid perfection and priority of any mortgage over a Greek-flagged vessel.

We have been informed by TSL management, specifically by Spyros Andreou (CEO) and Alexandros Theodorakis (General Counsel), that the twenty-eight (28) Collateral Vessels identified in Annex A to the Indenture are not registered under the Greek flag. On the basis of this representation, and without having independently verified the flag-state registration of each Collateral Vessel, we express no opinion on the flag-state mortgage registration requirements of any jurisdiction other than Greece. If any Collateral Vessel were to be re-flagged to the Greek flag after the date of this opinion, additional Greek-law requirements for the registration and perfection of ship mortgages would apply, and we reserve the right to supplement this opinion accordingly.

C&H Comment (BW): Critical point — please confirm from Alexandros Theodorakis and the fleet records which vessels (if any) are Greek-flagged. Our due diligence indicates that TSL's bulkers are primarily Malta and marshall Islands flagged, but we need D&K's independent confirmation that none of the 28 Collateral Vessels are Greek-flagged, or alternatively, that D&K will expand the opinion to cover Greek ship mortgage registration requirements if applicable.

4.7 No Litigation

Based solely on (a) the Management Certificate delivered by Spyros Andreou (CEO) and Marina Demetriou (CFO) of TSL, and (b) our own inquiries of TSL's in-house legal department (Alexandros Theodorakis, General Counsel) and our review of publicly available records of the Greek courts, there is no litigation, arbitration, administrative proceeding, or governmental investigation pending, or, to our knowledge after due inquiry, threatened, against TSL before any Greek court, Greek arbitral tribunal, or Greek governmental authority that would:

(a) challenge the legality, validity, or enforceability of any Transaction Document or any action taken or to be taken by TSL pursuant thereto;

(b) seek to restrain, enjoin, prohibit, or otherwise prevent the consummation of the transactions contemplated by the Transaction Documents, including the offering, issuance, and sale of the Notes; or

(c) if adversely determined, reasonably be expected to have a material adverse effect on TSL's ability to perform its obligations under the Transaction Documents.

We note that the foregoing opinion is limited to proceedings before Greek courts and Greek governmental authorities and does not extend to proceedings that may be pending or threatened in any jurisdiction other than Greece.

C&H Comment (RA): The scope of this opinion should cover not only challenges to the Transaction Documents but also any material litigation that could constitute a Material Adverse Effect as defined in the Purchase Agreement. Please expand or cross-reference to the definition.

4.8 Choice of Law; Enforceability of Judgments

Choice of Law. The choice of the laws of the Republic of Singapore as the governing law of the Transaction Documents will be recognized and given effect by the courts of the Hellenic Republic, subject to the following:

(a) the principles of Greek private international law, including the provisions of the Greek Civil Code (Astikos Kodikas), Articles 25 et seq., and Regulation (EC) No 593/2008 of the European Parliament and of the Council (the "Rome I Regulation"), to the extent applicable;

(b) the mandatory provisions (katastatikes diataxeis) of Greek law that cannot be derogated from by contractual agreement, regardless of the governing law chosen by the parties; and

(c) the requirement that the application of the chosen foreign law does not violate Greek public policy (dimossia taxi / ordre public), as determined by the Greek court in its assessment of the specific circumstances of the case.

We note that, under the Rome I Regulation (which is directly applicable in Greece as a member state of the European Union), the choice of a non-EU governing law (such as Singapore law) by the parties to a contract is generally recognized, provided that such choice does not deprive a party of the protection afforded by mandatory provisions of the law of the country in which that party has its habitual residence or principal place of business. We are not aware of any mandatory provision of Greek law that would override the choice of Singapore law in the context of the Transaction Documents as described herein.

Enforceability of Foreign Judgments. A final and conclusive judgment of a court of competent jurisdiction in Singapore rendered in respect of the Transaction Documents would be recognized and enforceable in Greece, subject to the provisions of the Greek Code of Civil Procedure (Kodikas Politikis Dikonomias), Articles 905 through 906, relating to the recognition and enforcement of foreign judgments. Under these provisions, a foreign judgment may be declared enforceable in Greece (by way of an exequatur proceeding before the competent Greek court of first instance) provided that the following conditions are satisfied:

(a) the judgment is final and not subject to any ordinary means of appeal or recourse (telesidia);

(b) the judgment was rendered by a court of competent jurisdiction, as determined by reference to the rules of Greek private international law;

(c) the party against whom enforcement is sought was duly served with process and had a reasonable opportunity to present its case and be heard (right to a fair hearing / dikaioma akroaseos);

(d) the judgment is not contrary to Greek public policy (dimossia taxi / ordre public); and

(e) there is reciprocity of enforcement between Greece and the foreign jurisdiction in which the judgment was rendered — that is, judgments of Greek courts are similarly recognized and enforceable in Singapore.

We note that there is no bilateral treaty or multilateral convention between the Hellenic Republic and the Republic of Singapore on the mutual recognition and enforcement of civil and commercial judgments. Accordingly, the enforcement of a Singapore judgment in Greece would depend upon the satisfaction of the reciprocity requirement set forth in Article 905 of the Greek Code of Civil Procedure. The determination of reciprocity is made by the Greek court on a case-by-case basis, and we are not aware of any published decision of a Greek court addressing the specific question of reciprocity between Greece and Singapore. The absence of a bilateral treaty and the lack of judicial precedent on this point introduce an element of uncertainty regarding the enforceability of Singapore judgments in Greece.

C&H Comment (RA/BW): This is an important qualification. Please expand the discussion on reciprocity between Greece and Singapore. Have Greek courts previously recognized Singapore judgments? If the reciprocity issue is uncertain, we may need to address this in the risk factors section of the Offering Memorandum. Cross-reference to Risk Factors Drafting Memorandum, Section on Singapore-law enforcement considerations. Also, please address the alternative of arbitration and whether New York Convention arbitral awards would have a clearer enforcement path in Greece.

4.9 Tax Matters

Greek Stamp Duty. No Greek stamp duty (telos chartosimou / τέλος χαρτοσήμου) is payable in connection with the execution, delivery, or performance of the Transaction Documents by TSL, provided that the Transaction Documents are executed outside the territory of the Hellenic Republic and are governed by the laws of the Republic of Singapore. Under Greek stamp duty law (Presidential Decree 28/28.7.1931, as amended, and the relevant interpretive circulars of the Independent Authority for Public Revenue), stamp duty applies to agreements and contracts executed within Greece; agreements executed outside Greece and governed by foreign law are generally exempt from Greek stamp duty, subject to limited exceptions not applicable in the present circumstances.

Greek Withholding Tax. No Greek withholding tax will be imposed on payments of interest or principal on the Notes by TSL to holders of the Notes who are not Greek tax residents, provided that the following conditions are met:

(a) the Notes are issued outside the territory of the Hellenic Republic;

(b) the holders of the Notes are not tax residents of Greece within the meaning of the Greek Income Tax Code (Law 4172/2013, as amended); and

(c) the interest income derived from the Notes is not attributable to a permanent establishment (monimi egkatastasi) of the holder in Greece.

We note that our opinion on Greek tax matters is rendered as of the date hereof, based on the Greek tax laws and regulations currently in effect and on the current administrative practice of the Greek tax authorities, as known to us. Greek tax law is subject to change, including with retroactive effect, and we expressly disclaim any obligation to update or supplement this opinion to reflect any future changes in Greek tax law or administrative practice.

C&H Comment (NF): Please confirm whether the intercompany loans from TFPL (Singapore) to Greek-resident TSL (or any Greek-resident subsidiary, if applicable) give rise to any Greek withholding tax or transfer pricing implications. The $365M intercompany loan receivables being pledged are from TFPL to fleet-owning subsidiaries — confirm none of these fleet-owning subs are Greek-resident. Also, does TSL's role as primary issuer mean that coupon payments flow through Greece, potentially triggering withholding? We need clarity on the payment mechanics.

4.10 No Immunity

TSL is not entitled to claim immunity from suit, execution, attachment, set-off, or any other legal process in any proceeding before a Greek court or in connection with the enforcement of any obligation arising under the Transaction Documents. TSL is a private-sector commercial entity and does not enjoy sovereign immunity, state immunity, or any comparable immunity or privilege under Greek law. TSL's assets, including any vessels, receivables, bank accounts, or other properties, are not entitled to sovereign or state immunity under Greek law and are subject to attachment, execution, and other forms of enforcement in accordance with the applicable provisions of Greek law.

5. Qualifications and Limitations

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

1. Insolvency Qualification. The opinions expressed herein are subject to the effect of any applicable insolvency, bankruptcy, reorganization, moratorium, restructuring, pre-insolvency, or similar laws affecting creditors' rights generally under Greek law, including, without limitation, Greek Law 4738/2020 (the Greek Insolvency Code, as amended by Law 4818/2021 and subsequent amendments), and the provisions thereof relating to the stay of proceedings, the avoidance of preferential transfers and transactions at undervalue, the cramdown of dissenting creditors, the imposition of moratoria on enforcement actions, and the restructuring or discharge of indebtedness. The application of the Greek Insolvency Code to TSL or to any of its obligations under the Transaction Documents could materially impair the rights of the holders of the Notes and the Trustee under the Transaction Documents.

2. Equitable Principles. The enforcement of the Transaction Documents may be limited by general principles of equity, good faith, and fair dealing under Greek law, including, without limitation, the provisions of the Greek Civil Code at Articles 281 (prohibition of abuse of rights) and 288 (performance in accordance with good faith and prevailing commercial custom). A Greek court may decline to enforce a provision of a Transaction Document that the court determines to be exercised in a manner constituting an abuse of right or to be inconsistent with the requirements of good faith.

3. Public Policy. Any provision of the Transaction Documents, or any right arising thereunder, that is contrary to Greek public policy (dimossia taxi / ordre public) as determined by a Greek court may not be recognized or enforced in Greece. The determination of what constitutes a violation of Greek public policy is made by the Greek court on a case-by-case basis and may include provisions that are inconsistent with fundamental principles of Greek law, constitutional protections, or mandatory provisions of EU law.

4. Penalties and Liquidated Damages. Greek courts have the power under Article 409 of the Greek Civil Code to reduce contractual penalties (poinikes ritres) that they deem manifestly excessive in relation to the actual damage suffered by the non-breaching party. To the extent that any provision of the Transaction Documents (including, without limitation, any make-whole premium, early redemption premium, default interest provision, or other payment obligation triggered by breach or early termination) is characterized by a Greek court as a contractual penalty within the meaning of Article 409, such provision may be subject to judicial reduction.

C&H Comment (RA): Qualification 4 — please confirm that the make-whole premium and early redemption premiums in the Indenture (make-whole at T+50 bps, Year 4 at 104.375%, etc.) would not be characterized as "penalties" subject to judicial reduction under Article 409 of the Greek Civil Code. This is critical for the Notes structure. If there is any risk, we need to disclose it in the OM risk factors.

5. Currency of Payment. Greek courts may require any judgment rendered in Greece to be expressed and satisfied in euros, as the lawful currency of the Hellenic Republic and the eurozone. To the extent that the obligations under the Notes are denominated in United States dollars, a Greek court may convert such obligations to euros at the prevailing exchange rate as of the date of payment, the date of the judgment, or such other date as the court determines to be appropriate under the applicable provisions of Greek law. The holders of the Notes bear the risk of exchange rate fluctuations in connection with any enforcement of obligations in Greece.

6. Limitations on Guarantees. Under Greek law, upstream guarantees and cross-stream guarantees provided by Greek-organized subsidiaries may be subject to restrictions on financial assistance, corporate benefit requirements, and limitations on the aggregate amount that may be guaranteed, as set forth in Greek Law 4548/2018, Articles 99 through 101 and related provisions. We note that TSL is the primary co-issuer of the Notes and is not providing an upstream guarantee in favor of a parent entity or affiliate; accordingly, the financial assistance and corporate benefit restrictions set forth in Articles 99 through 101 of Greek Law 4548/2018 do not apply to TSL's obligations as a co-issuer of the Notes. However, such restrictions may be relevant to any guarantor subsidiary organized under the laws of the Hellenic Republic. We have been informed by TSL management that none of the four Guarantor Subsidiaries, namely (i) Thalassa Dry Bulk Operations Ltd. (Malta), (ii) Thalassa Container Feeder Ltd. (Marshall Islands), (iii) Thalassa Port Services FZCO (Dubai), and (iv) Thalassa Freight Solutions Pte. Ltd. (Singapore), is organized under the laws of the Hellenic Republic, and accordingly, we express no opinion on the applicability of Greek financial assistance or corporate benefit restrictions to any Guarantor Subsidiary.

C&H Comment (BW): Qualification 6 — confirm that none of the four guarantor subsidiaries (Thalassa Dry Bulk Operations Ltd. (Malta), Thalassa Container Feeder Ltd. (Marshall Islands), Thalassa Port Services FZCO (Dubai), Thalassa Freight Solutions Pte. Ltd. (Singapore)) are organized under Greek law. Our records confirm they are not, but D&K should state this explicitly.

7. Security over Assets Located in Greece. To the extent that any Collateral Vessel or other asset subject to the Security Documents is located in, brought into, or registered in the Hellenic Republic, the perfection, priority, and enforcement of security interests over such asset would be governed by Greek law, including Greek maritime law (in the case of Greek-flagged vessels) and the Greek Civil Code (in the case of pledges over movable property or assignments of receivables). The perfection of security interests over assets located in Greece may require additional steps under Greek law, including registration, notification, or other formalities, that are not addressed in this opinion.

8. Time Limitations. Under Greek law, claims may become time-barred (paregrafi) in accordance with the provisions of the Greek Civil Code, Articles 247 et seq. The general limitation period under Greek law is twenty (20) years from the date on which the claim becomes due and enforceable. Shorter limitation periods apply to certain categories of claims. The contractual specification of limitation periods that differ from the statutory periods may not be enforceable to the extent that such specification violates mandatory provisions of Greek law.

9. Foreign Currency Obligations. Greek courts may characterize the obligations of TSL under the Notes as obligations denominated in a foreign currency (xeno nomisma), and may apply the provisions of the Greek Civil Code and related legislation regarding the conversion of foreign currency obligations to euros for purposes of enforcement, judgment, and payment.

10. Draft Documents. This opinion is based on the near-final drafts of the Transaction Documents identified in Section 2 above. We have not reviewed the final, executed versions of the Transaction Documents, and we reserve the right to revise, supplement, or withdraw any opinion expressed herein if the final executed versions of the Transaction Documents differ in any material respect from the drafts reviewed by us. This qualification will be removed in the final closing version of this opinion.

C&H Comment (NF): Qualification 10 — at closing, this qualification must be deleted entirely. The opinion must be based on final executed documents. Please prepare a clean closing version.

6. Reliance and Benefit

This opinion is delivered solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Transaction Documents and may not be relied upon, quoted, or referred to by any other person or entity, or for any other purpose, without our prior written consent.

This opinion is limited to Greek law as in effect on the date hereof. We assume no obligation to update, revise, or supplement this opinion for any changes in Greek law (whether by legislative enactment, judicial decision, administrative interpretation, or otherwise) or in the facts or circumstances underlying this opinion that may occur after the date hereof.

This opinion is rendered solely in our capacity as Greek legal counsel to TSL and does not constitute legal advice to, or create any attorney-client relationship with, any addressee or any other person or entity.

C&H Comment (BW): Per prior comment, please add Calderwood & Harkness LLP and Whitfield & Crane LLP as parties entitled to rely on this opinion. Also add that holders of the Notes may rely on this opinion, which is customary in high-yield offerings.

7. Governing Language

This opinion is delivered in the English language. To the extent that any document reviewed by us in connection with this opinion was originally prepared in the Greek language, we have reviewed the Greek-language original and are responsible for the accuracy of any English-language translation or summary thereof contained in or prepared in connection with this opinion.

In the event of any discrepancy, ambiguity, or inconsistency between the English-language text and the Greek-language text of any document reviewed by us (including, without limitation, the Articles of Association, the Founding Act, the Shareholder Minutes, and the GEMI Certificate), the Greek-language text shall prevail for purposes of this opinion.

C&H Comment (NF): Please attach as an annex a list of all documents reviewed in Greek (with English translations provided to C&H) and confirm that certified translations will be available in the closing binder.

[Remainder of page intentionally left blank; signature page follows]

Very truly yours,

DELPHI & KARIDIS LLP

By: ________

Name: Nikolaos Karidis

Title: Senior Partner

Date: [●], 2022

15 Vasilissis Sofias Avenue Athens 106 71, Greece Tel: +30 210 723 4500

Email: n.karidis@delphikaridis.gr

STATUS NOTATIONS

DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT TO BE DELIVERED OR RELIED UPON

This draft contains markup and comments by Calderwood & Harkness LLP (Robert Adeyemi, Brendan Walsh, Natasha Forbes) — Matter No. 1044-00004 — Client No. 80214-TSL.

UNDELIVERED — Offering suspended November 14, 2022; matter coded dormant December 1, 2022.

Draft version notation: D&K Draft v.2 / C&H Review v.1 — Circulated [●] September 2022.

DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT TO BE DELIVERED OR RELIED UPON
DRAFT — SUBJECT TO REVIEW AND COMMENT
GREEK-LAW LEGAL OPINION
D&K Draft v.2 / C&H Review v.1 — Circulated [●] September 2022
DELPHI & KARIDIS LLP Advocates and Legal Counselors 15 Vasilissis Sofias Avenue Athens 106 71, Greece Tel: +30 210 723 4500
Fax: +30 210 723 4599
www.delphikaridis.gr
[●], 2022
To:
Anchor Bay Securities LLC 599 Lexington Avenue, 28th Floor New York, NY 10022 United States of America
Halcyon Partners International Ltd. 25 Old Broad Street London EC2N 1HQ United Kingdom
Marlowe Asset Management Trust Company of Singapore Pte. Ltd. 80 Robinson Road, #02-00 Singapore 068898
Atlas Collateral Agency Pte. Ltd. 80 Robinson Road, #02-00 Singapore 068898
Re: $400,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 issued by Thalassa Shipping & Logistics SA and Thalassa Finance Pte. Ltd.
Ladies and Gentlemen:
C&H Comment (BW): Please confirm that D&K will also be providing this opinion to Calderwood & Harkness LLP as issuer's lead counsel. Add C&H to the addressee list. Also confirm this opinion may be relied upon by Whitfield & Crane LLP as counsel to the Initial Purchasers.
C&H Comment (RA/BW): Opinion to be dated as of closing date. Confirm with Alexandros Theodorakis that all board resolutions will be in place and undated signature pages released before this opinion is finalized.
1. Introduction and Role
We, Delphi & Karidis LLP ("D&K" or "we"), have acted as Greek legal counsel to Thalassa Shipping & Logistics SA ("TSL" or the "Issuer"), a société anonyme (anonimi etairia / Α.Ε.) duly organized and existing under the laws of the Hellenic Republic, with its registered office and principal headquarters located at 42 Akti Miaouli, Piraeus 185 35, Greece, registered with the Greek General Commercial Registry (Geniko Emporiko Mitroo — "GEMI") under registration number 148276201000.
This opinion is delivered in connection with the offering of $400,000,000 (four hundred million United States dollars) aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes") by TSL and Thalassa Finance Pte. Ltd. (Unique Entity Number 202209345K), a private company limited by shares organized under the laws of the Republic of Singapore ("TFPL"), as co-issuers (TSL and TFPL, collectively, the "Co-Issuers").
This opinion is delivered pursuant to the terms of the Purchase Agreement (as defined below) among the Co-Issuers, the Guarantor Subsidiaries (as defined therein), and the Initial Purchasers, namely Anchor Bay Securities LLC and Halcyon Partners International Ltd. (together, the "Initial Purchasers"), in connection with the initial purchase and resale of the Notes by the Initial Purchasers.
This opinion addresses solely matters of Greek law as in effect on the date hereof. We express no opinion whatsoever on the laws of any other jurisdiction, including, without limitation, the laws of the Republic of Singapore (which govern the Indenture and the Security Documents), the laws of the United States of America, the laws of England and Wales, the laws of Malta, the laws of the Republic of the marshall Islands, or the laws of the United Arab Emirates. To the extent that any Transaction Document (as defined below) is governed by Singapore law, we have assumed (without independent investigation) that such Transaction Document constitutes a valid and binding obligation of each party thereto under Singapore law, and we express no opinion on the enforceability thereof under Singapore law.
We have not acted as counsel to TFPL, to any Guarantor Subsidiary, or to any other party to the Transaction Documents, and we express no opinion regarding any such entity other than TSL.
2. Documents Examined
In connection with the preparation and delivery of this opinion, we have reviewed originals or copies (in some cases, near-final or draft form) of the following documents:
1.  The Indenture (Near-Final, 5th Draft) dated September 6, 2022 (the "Indenture"), among TSL, TFPL, the Guarantor Subsidiaries named therein, Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (as Trustee) (the "Trustee"), and Atlas Collateral Agency Pte. Ltd. (as Security Agent) (the "Security Agent"), providing for the issuance of the Notes;
2.  The Purchase Agreement (near-final draft) (the "Purchase Agreement"), among the Co-Issuers, the Guarantor Subsidiaries named therein, and the Initial Purchasers, setting forth the terms and conditions of the initial purchase and resale of the Notes;
3.  The Registration Rights Agreement (near-final draft) (the "Registration Rights Agreement"), among the Co-Issuers, the Guarantor Subsidiaries named therein, and the Initial Purchasers, concerning the registration obligations of the Co-Issuers with respect to the Notes;
4.  The Intercreditor Agreement (near-final, 3rd draft) dated August 22, 2022 (the "Intercreditor Agreement"), among the parties named therein, setting forth the relative priorities and rights of the various secured creditors;
5.  The Security Documents, including the following:
(a) the form of Deed of Ship Mortgage (Singapore Law) — to the extent relevant to TSL's obligations as pledgor and/or mortgagor;
(b) the Share Pledge Agreement (the "TFPL Share Pledge"), pursuant to which TSL pledges 100% of the issued and outstanding shares of TFPL to the Security Agent for the benefit of the holders of the Notes;
(c) the form of Share Pledge Agreement for each of the Fleet-Owning Guarantor Subsidiaries (the "Fleet Sub Share Pledges"), pursuant to which the relevant parent entity pledges 100% of the issued and outstanding shares of each fleet-owning subsidiary;
(d) the Assignment of Intercompany Loan Receivables (the "Receivables Assignment"), covering intercompany loan receivables in an aggregate amount of $365,000,000 owing from the fleet-owning subsidiaries to TFPL;
(e) the form of Deed of Assignment of Earnings and Insurances (the "Earnings and Insurances Assignment"), assigning by way of security the earnings from charter-party agreements and the proceeds of hull and machinery and protection and indemnity insurances in respect of the Collateral Vessels;
6.  The Offering Memorandum (Near-Final, 4th Draft) dated September 12, 2022 (the "Offering Memorandum"), prepared in connection with the offering of the Notes under Rule 144A and Regulation S under the United States Securities Act of 1933, as amended;
7.  The Articles of Association (Katastatiko / Καταστατικό) of TSL, as currently in force and as certified by the GEMI (the "Articles of Association");
8.  The Founding Act (Idrytiki Praxi / Ιδρυτική Πράξη) of TSL, dated 1997, as filed with the competent Greek authorities at the time of TSL's incorporation (the "Founding Act");
9.  The draft Board Resolutions of TSL (the "Board Resolutions"), authorizing the offering, issuance, and sale of the Notes, the execution and delivery of the Transaction Documents to which TSL is a party, and the appointment of authorized signatories, specifically Spyros Andreou (Chief Executive Officer), Marina Demetriou (Chief Financial Officer), and Alexandros Theodorakis (General Counsel), to execute and deliver the Transaction Documents on behalf of TSL;
10.  The Certificate of GEMI registration and the equivalent of a good standing certification for TSL (GEMI No. 148276201000), issued by the competent office of the GEMI (the "GEMI Certificate");
11.  Minutes of shareholder meetings of TSL relevant to the authorization of indebtedness and the grant of authority to the Board of Directors in connection therewith (the "Shareholder Minutes");
12.  Copies of existing bilateral ship-finance facility agreements, specifically (i) the facility agreement with Meridian Maritime Bank AG in an aggregate principal amount of $190,000,000 (the "Meridian Facility") and (ii) the facility agreement with Clearwater Shipping Finance Ltd. in an aggregate principal amount of $120,000,000 (the "Clearwater Facility"), to the extent relevant to negative pledge covenants, consent requirements, and cross-default provisions contained therein;
13.  The management certificate delivered by Spyros Andreou (CEO) and Marina Demetriou (CFO) of TSL (the "Management Certificate"), certifying as to certain matters of fact, including the absence of pending or threatened litigation, the absence of undisclosed encumbrances on TSL's assets, and TSL's compliance with applicable regulatory requirements; and
14.  Powers of attorney and specimen signatures of the authorized signatories of TSL (the "Powers of Attorney").
The documents listed in items 1 through 5 above are collectively referred to herein as the "Transaction Documents." The documents listed in items 7 through 14 above are collectively referred to herein as the "Corporate Documents."
We have also reviewed such other documents and made such further inquiries as we have deemed necessary or appropriate for the purposes of rendering this opinion.
C&H Comment (NF): Items 12 — please confirm D&K has reviewed the Meridian and Clearwater facilities in sufficient detail to opine on no-conflict/no-consent issues. We understand both facilities require lender consent for additional indebtedness above $50M. These consents would need to be obtained or, alternatively, the facilities would be repaid simultaneously at closing. Please address in the opinion or add an assumption.
C&H Comment (BW): Please add the Paying Agent and Transfer Agent Agreement to the list of documents examined.
3. Assumptions
In rendering the opinions set forth below, we have assumed the following, without independent investigation or verification, and we express no opinion with respect to any of the following matters:
1.  All copies of documents examined by us are true, complete, and accurate copies of the originals thereof, and all originals are authentic. All documents submitted to us as drafts or near-final versions will be executed in the form reviewed by us or in a form that does not differ in any material respect therefrom.
2.  All signatures on the documents we have examined are genuine and were affixed by the persons purported to have signed such documents.
3.  Each party (other than TSL) to the Transaction Documents has the requisite legal capacity, corporate or other organizational power, and authority under the laws of its own jurisdiction of organization to execute, deliver, and perform its respective obligations under the Transaction Documents to which it is a party, and has duly authorized, executed, and delivered such Transaction Documents.
4.  The Transaction Documents constitute the legal, valid, and binding obligations of each party thereto, enforceable against such party in accordance with their respective terms, under their respective governing laws (including Singapore law). We express no opinion whatsoever on the enforceability of any Transaction Document under Singapore law, and we have assumed, without independent investigation, that the choice of Singapore law as the governing law of the Transaction Documents is valid and effective under the laws of Singapore and any other relevant jurisdiction (other than Greece).
5.  The Board Resolutions of TSL will be duly adopted in final form substantially in the form of the draft reviewed by us, at a duly convened meeting of the Board of Directors of TSL at which the requisite quorum of directors is present, and such Board Resolutions will be adopted prior to the execution and delivery of any Transaction Document by TSL. The Board Resolutions will not have been amended, revoked, or superseded at the time of execution and delivery of the Transaction Documents.
6.  No shareholder resolution of TSL is required under Greek Law 4548/2018 (the Greek Sociétés Anonymes Law) for the transactions contemplated by the Transaction Documents, as the aggregate indebtedness to be incurred by TSL in connection with the Notes does not exceed any limitations set forth in the Articles of Association of TSL. We have reviewed the Articles of Association and confirmed that they do not impose a borrowing cap or aggregate debt ceiling on TSL. The Board of Directors of TSL has full authority under the Articles of Association and applicable Greek law to authorize the incurrence of indebtedness in the amounts contemplated by the Transaction Documents without the need for a prior or subsequent shareholder resolution.
C&H Comment (RA/BW): Assumption 6 — we need D&K to affirmatively confirm that the issuance of the Notes does not require shareholder approval under Greek Law 4548/2018, particularly Articles 99–101 regarding board powers to incur debt. If there is any ambiguity, this should be a positive opinion rather than an assumption. Please revise.
7.  The GEMI filings and registrations relating to TSL are current, complete, and accurate as of the date hereof, and no filing, registration, amendment, or other action with or before the GEMI is required in connection with the transactions contemplated by the Transaction Documents that has not already been effected or is not otherwise described in this opinion.
8.  No insolvency, bankruptcy, reorganization, moratorium, restructuring, pre-insolvency, or similar proceeding has been commenced, is pending, or is threatened with respect to TSL under Greek law, including under Greek Law 4738/2020 (the Greek Insolvency Code, as amended), and TSL is not unable to pay its debts as they fall due, nor has TSL ceased to pay its debts in the ordinary course of business.
9.  TSL's tax identification number (Arithmos Forologikou Mitroou — "AFM") and its tax registration with the competent Greek tax authority (the Independent Authority for Public Revenue — AADE) are current, valid, and in good standing, and TSL is in compliance with its material Greek tax obligations.
10.  The factual representations, warranties, and certifications contained in the Management Certificate delivered by Spyros Andreou and Marina Demetriou are true, correct, and complete in all material respects as of the date of delivery thereof and will remain true, correct, and complete in all material respects as of the date of this opinion.
C&H Comment (BW): Add assumption regarding no amendment to TSL's Articles of Association between date of GEMI-certified copy examined and the date of opinion delivery.
4. Opinions
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 5 below, we are of the opinion that:
4.1 Due Organization and Valid Existence
TSL is a société anonyme (anonimi etairia / Α.Ε.) duly organized, validly existing, and in good standing under the laws of the Hellenic Republic, to the extent that the concept of "good standing" exists under Greek law. For purposes of this opinion, we confirm that TSL (a) has been duly incorporated and organized in accordance with the laws of the Hellenic Republic, including the Greek Sociétés Anonymes Law then in effect at the time of its incorporation, (b) is continuously and currently registered with the GEMI under registration number 148276201000 and its registration has not been suspended, terminated, or revoked, (c) has not been dissolved, is not in the process of dissolution or liquidation, and no decision for its dissolution or winding-up has been adopted by its shareholders, its Board of Directors, or any Greek court or governmental authority, and (d) is not subject to any insolvency, bankruptcy, reorganization, moratorium, or similar proceeding under Greek law, including under Greek Law 4738/2020.
TSL was originally founded in 1997 pursuant to the Founding Act and has been in continuous operation since its date of incorporation. TSL's registered office is at 42 Akti Miaouli, Piraeus 185 35, Greece, as reflected in the GEMI records and in TSL's current Articles of Association.
C&H Comment (BW): Greek law does not have a precise "good standing" concept equivalent to U.S. or common law jurisdictions. Please either (a) add a parenthetical clarifying what Greek-law equivalent concept is being relied upon (i.e., that TSL is registered, not dissolved, and not subject to insolvency proceedings), or (b) qualify this opinion with a footnote explaining the limitation. We prefer approach (a) — an affirmative statement of the nearest Greek-law equivalent.
4.2 Corporate Power and Authority
TSL has the corporate power and authority under its Articles of Association and Greek Law 4548/2018 (the Greek Sociétés Anonymes Law, as currently in effect) to:
(a) issue and be a co-issuer of the Notes in the aggregate principal amount of $400,000,000;
(b) execute and deliver each of the Transaction Documents to which it is a party, including the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Intercreditor Agreement, and the Security Documents (including, without limitation, the TFPL Share Pledge, the Fleet Sub Share Pledges, the Receivables Assignment, the Earnings and Insurances Assignment, and, to the extent TSL is a party thereto, the form of Deed of Ship Mortgage);
(c) perform its obligations under the Transaction Documents, including its obligations to make payments of principal, premium (if any), and interest on the Notes and to comply with the covenants and other provisions of the Indenture; and
(d) own and operate its assets and conduct its business as described in the Offering Memorandum, including the business of owning, operating, managing, and chartering vessels, and conducting logistics, freight-forwarding, and port services.
The Articles of Association of TSL set forth the corporate objects (skopoi) of TSL in terms sufficiently broad to encompass the transactions contemplated by the Transaction Documents. Specifically, the corporate objects of TSL include, among other things, the ownership, acquisition, sale, operation, management, and chartering of vessels of all types, the provision of maritime logistics and freight-forwarding services, and the conduct of all business activities ancillary or related thereto, including the incurrence of indebtedness, the granting of security interests over TSL's assets, and the entry into any agreements in connection therewith. The Articles of Association do not restrict the corporate objects of TSL in any manner that would prevent TSL from entering into the Transaction Documents or performing its obligations thereunder.
The business of owning and operating vessels, maritime logistics, and freight-forwarding as described in the Offering Memorandum falls squarely within TSL's stated corporate objects as set forth in the Articles of Association.
C&H Comment (NF): Please address specifically TSL's capacity to grant first-priority ship mortgages, assignments of earnings/insurances, and share pledges as part of the Security Documents. We want to confirm that the granting of security over TSL's assets is within TSL's corporate powers and does not require additional shareholder approval beyond what is covered in the board resolutions.
4.3 Due Authorization; Board Approvals
The Board of Directors of TSL has duly authorized (or, upon adoption of the Board Resolutions in their final form, will have duly authorized) the offering, issuance, and sale of the Notes, and the execution, delivery, and performance by TSL of each Transaction Document to which TSL is a party.
The Board Resolutions, in the form of the draft reviewed by us, authorize Spyros Andreou (Chief Executive Officer), Marina Demetriou (Chief Financial Officer), and Alexandros Theodorakis (General Counsel) to execute and deliver the Transaction Documents on behalf of TSL, with each such authorized signatory empowered to act individually and without the requirement of a co-signature.
The Board of Directors of TSL consists of seven (7) members as of the date hereof. The quorum requirements for a valid meeting of the Board of Directors, as set forth in the Articles of Association and as prescribed by Greek Law 4548/2018, have been (or, upon duly convened meeting and adoption of the final Board Resolutions, will have been) satisfied. Under the Articles of Association, a quorum of the Board of Directors is constituted by the presence (in person or by proxy, as permitted) of at least four (4) of the seven (7) directors. Decisions of the Board of Directors are adopted by a simple majority of directors present at a meeting at which a quorum is present.
No further corporate action on the part of TSL, including (a) any resolution of the shareholders of TSL (whether ordinary or extraordinary), (b) any approval by any committee of the Board of Directors, or (c) any other internal corporate approval or consent, is required under Greek law or TSL's Articles of Association for the valid authorization of the transactions contemplated by the Transaction Documents, including the issuance of the Notes, the granting of security interests under the Security Documents, and the execution and delivery of the Transaction Documents.
We note that Pelagos Capital Partners Fund III LP ("Pelagos") holds approximately 18.0% of the issued and outstanding equity of TSL and has the right to designate two (2) of the seven (7) members of the Board of Directors. We confirm that, under the Articles of Association and Greek Law 4548/2018, the affirmative vote of the Pelagos-designated board members is not required for the Board Resolutions to be validly adopted, provided that a quorum of at least four (4) directors is present and the Board Resolutions are approved by a simple majority of those present. The Pelagos-designated directors do not hold veto rights, enhanced voting rights, or any other special consent rights under the Articles of Association with respect to the matters addressed in the Board Resolutions.
C&H Comment (RA): This opinion currently addresses "will have authorized" in the conditional tense because the board resolutions are in draft. At closing, this must be converted to a present-tense, unconditional opinion. Confirm that D&K will deliver a bring-down opinion or revised opinion at closing reflecting executed resolutions. Also, we need confirmation that Dimitrios Kallistratos (Chairman) and Elena Kallistratos-Pavlou (Vice Chairwoman) have no special veto or consent rights under the Articles of Association that could affect validity.
4.4 Execution and Delivery
Upon due execution and delivery by TSL (through any one of its authorized signatories, namely Spyros Andreou, Marina Demetriou, or Alexandros Theodorakis), each Transaction Document to which TSL is a party will have been duly executed and delivered by TSL in accordance with the requirements of Greek law.
Greek law does not impose any specific form requirements — including notarial attestation, apostille, consular legalization, or other authentication formalities — for the execution by a Greek société anonyme of agreements of the nature of the Transaction Documents, given that the Transaction Documents are governed by Singapore law, are to be executed outside the territory of the Hellenic Republic, and relate to obligations to be performed predominantly outside Greece. The execution of the Transaction Documents by a duly authorized representative of TSL, acting pursuant to valid board authorization, is sufficient under Greek law to bind TSL to its obligations thereunder.
C&H Comment (BW): Please confirm whether any of the Security Documents — particularly the share pledges and assignments — require notarization, apostille, or consular legalization under Greek law for enforcement against TSL or its assets located in Greece. If so, please add this as a qualification.
4.5 No Conflict; No Violation
The execution, delivery, and performance by TSL of its obligations under the Transaction Documents to which it is a party, and the consummation of the transactions contemplated by the Transaction Documents, including the offering, issuance, and sale of the Notes, the granting of security interests under the Security Documents, and the payment of principal, premium (if any), and interest on the Notes, do not and will not:
(a) violate, conflict with, or result in a breach or contravention of any provision of TSL's Articles of Association, Founding Act, or any resolution duly adopted by TSL's Board of Directors or shareholders (including, when adopted, the Board Resolutions);
(b) violate, conflict with, or result in a breach or contravention of any Greek law, statute, regulation, decree, ministerial decision, directive, or governmental order known to us to be applicable to TSL or its business as currently conducted, including Greek Law 4548/2018 (the Greek Sociétés Anonymes Law), Greek Law 4738/2020 (the Greek Insolvency Code), Greek maritime legislation, Greek tax legislation, and the regulations and directives of the Bank of Greece, the Hellenic Capital Market Commission, and the Independent Authority for Public Revenue;
(c) result in the creation or imposition of any lien, encumbrance, charge, pledge, mortgage, security interest, or other restriction on any assets of TSL under Greek law, other than as expressly contemplated by the Security Documents; or
(d) require any consent, approval, authorization, license, order, filing, registration, or qualification with or from any Greek governmental authority, regulatory body, court, or administrative agency, except as described in Section 4.6 below.
With respect to the existing bilateral ship-finance facilities, we note the following: the contemplated refinancing and repayment of the Meridian Maritime Bank AG facility (in an aggregate principal amount of $190,000,000) and the Clearwater Shipping Finance Ltd. facility (in an aggregate principal amount of $120,000,000) with the proceeds of the Notes does not, in itself, violate any provision of Greek law. We have reviewed the Meridian Facility and the Clearwater Facility to the extent relevant to our assessment of compliance with Greek law, but we express no opinion as to whether consents, waivers, or approvals are required under the terms of those facility agreements, which are governed by laws other than Greek law. Any consent or approval requirements under those facility agreements are matters of the laws governing such agreements, and we express no opinion thereon.
C&H Comment (NF): Clause (d) — please address specifically whether the issuance of debt securities by a Greek SA to non-Greek investors under a non-Greek law governed indenture triggers any reporting or notification obligation to the Bank of Greece, the Hellenic Capital Market Commission, or any other Greek regulatory body. Our understanding is that no Greek prospectus or offering document filing is required since this is a private placement outside Greece, but please confirm and address in the opinion.
4.6 Governmental Approvals and Filings
No consent, approval, license, permit, authorization, order, registration, qualification, or filing with or from any Greek governmental authority, regulatory body, court, or administrative agency is required for:
(a) the offering, issuance, and sale of the Notes, given that the offering is made exclusively outside the territory of the Hellenic Republic to investors who are not located in Greece, under Rule 144A and Regulation S under the United States Securities Act of 1933, as amended, and is not a public offering in Greece within the meaning of Greek law or Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation");
(b) the execution and delivery by TSL of the Transaction Documents to which it is a party; and
(c) the granting of the security interests contemplated by the Security Documents, to the extent that such security interests attach to assets that are not located within the territory of the Hellenic Republic.
With respect to any Collateral Vessels (as defined in the Indenture) registered under the Greek flag: we note that the registration of ship mortgages over Greek-flagged vessels would require the filing and registration of the relevant mortgage deed with the competent Greek registry of ships (Naftiko Mitroo / Ναυτικό Μητρώο) maintained at the relevant port authority, in accordance with Greek maritime law, including the Greek Code of Private Maritime Law (Kodikas Idiotikou Naftikou Dikaiou / KINA, Legislative Decree 187/1973, as amended). Such registration would be a condition to the valid perfection and priority of any mortgage over a Greek-flagged vessel.
We have been informed by TSL management, specifically by Spyros Andreou (CEO) and Alexandros Theodorakis (General Counsel), that the twenty-eight (28) Collateral Vessels identified in Annex A to the Indenture are not registered under the Greek flag. On the basis of this representation, and without having independently verified the flag-state registration of each Collateral Vessel, we express no opinion on the flag-state mortgage registration requirements of any jurisdiction other than Greece. If any Collateral Vessel were to be re-flagged to the Greek flag after the date of this opinion, additional Greek-law requirements for the registration and perfection of ship mortgages would apply, and we reserve the right to supplement this opinion accordingly.
C&H Comment (BW): Critical point — please confirm from Alexandros Theodorakis and the fleet records which vessels (if any) are Greek-flagged. Our due diligence indicates that TSL's bulkers are primarily Malta and marshall Islands flagged, but we need D&K's independent confirmation that none of the 28 Collateral Vessels are Greek-flagged, or alternatively, that D&K will expand the opinion to cover Greek ship mortgage registration requirements if applicable.
4.7 No Litigation
Based solely on (a) the Management Certificate delivered by Spyros Andreou (CEO) and Marina Demetriou (CFO) of TSL, and (b) our own inquiries of TSL's in-house legal department (Alexandros Theodorakis, General Counsel) and our review of publicly available records of the Greek courts, there is no litigation, arbitration, administrative proceeding, or governmental investigation pending, or, to our knowledge after due inquiry, threatened, against TSL before any Greek court, Greek arbitral tribunal, or Greek governmental authority that would:
(a) challenge the legality, validity, or enforceability of any Transaction Document or any action taken or to be taken by TSL pursuant thereto;
(b) seek to restrain, enjoin, prohibit, or otherwise prevent the consummation of the transactions contemplated by the Transaction Documents, including the offering, issuance, and sale of the Notes; or
(c) if adversely determined, reasonably be expected to have a material adverse effect on TSL's ability to perform its obligations under the Transaction Documents.
We note that the foregoing opinion is limited to proceedings before Greek courts and Greek governmental authorities and does not extend to proceedings that may be pending or threatened in any jurisdiction other than Greece.
C&H Comment (RA): The scope of this opinion should cover not only challenges to the Transaction Documents but also any material litigation that could constitute a Material Adverse Effect as defined in the Purchase Agreement. Please expand or cross-reference to the definition.
4.8 Choice of Law; Enforceability of Judgments
Choice of Law. The choice of the laws of the Republic of Singapore as the governing law of the Transaction Documents will be recognized and given effect by the courts of the Hellenic Republic, subject to the following:
(a) the principles of Greek private international law, including the provisions of the Greek Civil Code (Astikos Kodikas), Articles 25 et seq., and Regulation (EC) No 593/2008 of the European Parliament and of the Council (the "Rome I Regulation"), to the extent applicable;
(b) the mandatory provisions (katastatikes diataxeis) of Greek law that cannot be derogated from by contractual agreement, regardless of the governing law chosen by the parties; and
(c) the requirement that the application of the chosen foreign law does not violate Greek public policy (dimossia taxi / ordre public), as determined by the Greek court in its assessment of the specific circumstances of the case.
We note that, under the Rome I Regulation (which is directly applicable in Greece as a member state of the European Union), the choice of a non-EU governing law (such as Singapore law) by the parties to a contract is generally recognized, provided that such choice does not deprive a party of the protection afforded by mandatory provisions of the law of the country in which that party has its habitual residence or principal place of business. We are not aware of any mandatory provision of Greek law that would override the choice of Singapore law in the context of the Transaction Documents as described herein.
Enforceability of Foreign Judgments. A final and conclusive judgment of a court of competent jurisdiction in Singapore rendered in respect of the Transaction Documents would be recognized and enforceable in Greece, subject to the provisions of the Greek Code of Civil Procedure (Kodikas Politikis Dikonomias), Articles 905 through 906, relating to the recognition and enforcement of foreign judgments. Under these provisions, a foreign judgment may be declared enforceable in Greece (by way of an exequatur proceeding before the competent Greek court of first instance) provided that the following conditions are satisfied:
(a) the judgment is final and not subject to any ordinary means of appeal or recourse (telesidia);
(b) the judgment was rendered by a court of competent jurisdiction, as determined by reference to the rules of Greek private international law;
(c) the party against whom enforcement is sought was duly served with process and had a reasonable opportunity to present its case and be heard (right to a fair hearing / dikaioma akroaseos);
(d) the judgment is not contrary to Greek public policy (dimossia taxi / ordre public); and
(e) there is reciprocity of enforcement between Greece and the foreign jurisdiction in which the judgment was rendered — that is, judgments of Greek courts are similarly recognized and enforceable in Singapore.
We note that there is no bilateral treaty or multilateral convention between the Hellenic Republic and the Republic of Singapore on the mutual recognition and enforcement of civil and commercial judgments. Accordingly, the enforcement of a Singapore judgment in Greece would depend upon the satisfaction of the reciprocity requirement set forth in Article 905 of the Greek Code of Civil Procedure. The determination of reciprocity is made by the Greek court on a case-by-case basis, and we are not aware of any published decision of a Greek court addressing the specific question of reciprocity between Greece and Singapore. The absence of a bilateral treaty and the lack of judicial precedent on this point introduce an element of uncertainty regarding the enforceability of Singapore judgments in Greece.
C&H Comment (RA/BW): This is an important qualification. Please expand the discussion on reciprocity between Greece and Singapore. Have Greek courts previously recognized Singapore judgments? If the reciprocity issue is uncertain, we may need to address this in the risk factors section of the Offering Memorandum. Cross-reference to Risk Factors Drafting Memorandum, Section on Singapore-law enforcement considerations. Also, please address the alternative of arbitration and whether New York Convention arbitral awards would have a clearer enforcement path in Greece.
4.9 Tax Matters
Greek Stamp Duty. No Greek stamp duty (telos chartosimou / τέλος χαρτοσήμου) is payable in connection with the execution, delivery, or performance of the Transaction Documents by TSL, provided that the Transaction Documents are executed outside the territory of the Hellenic Republic and are governed by the laws of the Republic of Singapore. Under Greek stamp duty law (Presidential Decree 28/28.7.1931, as amended, and the relevant interpretive circulars of the Independent Authority for Public Revenue), stamp duty applies to agreements and contracts executed within Greece; agreements executed outside Greece and governed by foreign law are generally exempt from Greek stamp duty, subject to limited exceptions not applicable in the present circumstances.
Greek Withholding Tax. No Greek withholding tax will be imposed on payments of interest or principal on the Notes by TSL to holders of the Notes who are not Greek tax residents, provided that the following conditions are met:
(a) the Notes are issued outside the territory of the Hellenic Republic;
(b) the holders of the Notes are not tax residents of Greece within the meaning of the Greek Income Tax Code (Law 4172/2013, as amended); and
(c) the interest income derived from the Notes is not attributable to a permanent establishment (monimi egkatastasi) of the holder in Greece.
We note that our opinion on Greek tax matters is rendered as of the date hereof, based on the Greek tax laws and regulations currently in effect and on the current administrative practice of the Greek tax authorities, as known to us. Greek tax law is subject to change, including with retroactive effect, and we expressly disclaim any obligation to update or supplement this opinion to reflect any future changes in Greek tax law or administrative practice.
C&H Comment (NF): Please confirm whether the intercompany loans from TFPL (Singapore) to Greek-resident TSL (or any Greek-resident subsidiary, if applicable) give rise to any Greek withholding tax or transfer pricing implications. The $365M intercompany loan receivables being pledged are from TFPL to fleet-owning subsidiaries — confirm none of these fleet-owning subs are Greek-resident. Also, does TSL's role as primary issuer mean that coupon payments flow through Greece, potentially triggering withholding? We need clarity on the payment mechanics.
4.10 No Immunity
TSL is not entitled to claim immunity from suit, execution, attachment, set-off, or any other legal process in any proceeding before a Greek court or in connection with the enforcement of any obligation arising under the Transaction Documents. TSL is a private-sector commercial entity and does not enjoy sovereign immunity, state immunity, or any comparable immunity or privilege under Greek law. TSL's assets, including any vessels, receivables, bank accounts, or other properties, are not entitled to sovereign or state immunity under Greek law and are subject to attachment, execution, and other forms of enforcement in accordance with the applicable provisions of Greek law.
5. Qualifications and Limitations
The opinions expressed in Section 4 above are subject to the following qualifications and limitations:
1.  Insolvency Qualification. The opinions expressed herein are subject to the effect of any applicable insolvency, bankruptcy, reorganization, moratorium, restructuring, pre-insolvency, or similar laws affecting creditors' rights generally under Greek law, including, without limitation, Greek Law 4738/2020 (the Greek Insolvency Code, as amended by Law 4818/2021 and subsequent amendments), and the provisions thereof relating to the stay of proceedings, the avoidance of preferential transfers and transactions at undervalue, the cramdown of dissenting creditors, the imposition of moratoria on enforcement actions, and the restructuring or discharge of indebtedness. The application of the Greek Insolvency Code to TSL or to any of its obligations under the Transaction Documents could materially impair the rights of the holders of the Notes and the Trustee under the Transaction Documents.
2.  Equitable Principles. The enforcement of the Transaction Documents may be limited by general principles of equity, good faith, and fair dealing under Greek law, including, without limitation, the provisions of the Greek Civil Code at Articles 281 (prohibition of abuse of rights) and 288 (performance in accordance with good faith and prevailing commercial custom). A Greek court may decline to enforce a provision of a Transaction Document that the court determines to be exercised in a manner constituting an abuse of right or to be inconsistent with the requirements of good faith.
3.  Public Policy. Any provision of the Transaction Documents, or any right arising thereunder, that is contrary to Greek public policy (dimossia taxi / ordre public) as determined by a Greek court may not be recognized or enforced in Greece. The determination of what constitutes a violation of Greek public policy is made by the Greek court on a case-by-case basis and may include provisions that are inconsistent with fundamental principles of Greek law, constitutional protections, or mandatory provisions of EU law.
4.  Penalties and Liquidated Damages. Greek courts have the power under Article 409 of the Greek Civil Code to reduce contractual penalties (poinikes ritres) that they deem manifestly excessive in relation to the actual damage suffered by the non-breaching party. To the extent that any provision of the Transaction Documents (including, without limitation, any make-whole premium, early redemption premium, default interest provision, or other payment obligation triggered by breach or early termination) is characterized by a Greek court as a contractual penalty within the meaning of Article 409, such provision may be subject to judicial reduction.
C&H Comment (RA): Qualification 4 — please confirm that the make-whole premium and early redemption premiums in the Indenture (make-whole at T+50 bps, Year 4 at 104.375%, etc.) would not be characterized as "penalties" subject to judicial reduction under Article 409 of the Greek Civil Code. This is critical for the Notes structure. If there is any risk, we need to disclose it in the OM risk factors.
5.  Currency of Payment. Greek courts may require any judgment rendered in Greece to be expressed and satisfied in euros, as the lawful currency of the Hellenic Republic and the eurozone. To the extent that the obligations under the Notes are denominated in United States dollars, a Greek court may convert such obligations to euros at the prevailing exchange rate as of the date of payment, the date of the judgment, or such other date as the court determines to be appropriate under the applicable provisions of Greek law. The holders of the Notes bear the risk of exchange rate fluctuations in connection with any enforcement of obligations in Greece.
6.  Limitations on Guarantees. Under Greek law, upstream guarantees and cross-stream guarantees provided by Greek-organized subsidiaries may be subject to restrictions on financial assistance, corporate benefit requirements, and limitations on the aggregate amount that may be guaranteed, as set forth in Greek Law 4548/2018, Articles 99 through 101 and related provisions. We note that TSL is the primary co-issuer of the Notes and is not providing an upstream guarantee in favor of a parent entity or affiliate; accordingly, the financial assistance and corporate benefit restrictions set forth in Articles 99 through 101 of Greek Law 4548/2018 do not apply to TSL's obligations as a co-issuer of the Notes. However, such restrictions may be relevant to any guarantor subsidiary organized under the laws of the Hellenic Republic. We have been informed by TSL management that none of the four Guarantor Subsidiaries, namely (i) Thalassa Dry Bulk Operations Ltd. (Malta), (ii) Thalassa Container Feeder Ltd. (Marshall Islands), (iii) Thalassa Port Services FZCO (Dubai), and (iv) Thalassa Freight Solutions Pte. Ltd. (Singapore), is organized under the laws of the Hellenic Republic, and accordingly, we express no opinion on the applicability of Greek financial assistance or corporate benefit restrictions to any Guarantor Subsidiary.
C&H Comment (BW): Qualification 6 — confirm that none of the four guarantor subsidiaries (Thalassa Dry Bulk Operations Ltd. (Malta), Thalassa Container Feeder Ltd. (Marshall Islands), Thalassa Port Services FZCO (Dubai), Thalassa Freight Solutions Pte. Ltd. (Singapore)) are organized under Greek law. Our records confirm they are not, but D&K should state this explicitly.
7.  Security over Assets Located in Greece. To the extent that any Collateral Vessel or other asset subject to the Security Documents is located in, brought into, or registered in the Hellenic Republic, the perfection, priority, and enforcement of security interests over such asset would be governed by Greek law, including Greek maritime law (in the case of Greek-flagged vessels) and the Greek Civil Code (in the case of pledges over movable property or assignments of receivables). The perfection of security interests over assets located in Greece may require additional steps under Greek law, including registration, notification, or other formalities, that are not addressed in this opinion.
8.  Time Limitations. Under Greek law, claims may become time-barred (paregrafi) in accordance with the provisions of the Greek Civil Code, Articles 247 et seq. The general limitation period under Greek law is twenty (20) years from the date on which the claim becomes due and enforceable. Shorter limitation periods apply to certain categories of claims. The contractual specification of limitation periods that differ from the statutory periods may not be enforceable to the extent that such specification violates mandatory provisions of Greek law.
9.  Foreign Currency Obligations. Greek courts may characterize the obligations of TSL under the Notes as obligations denominated in a foreign currency (xeno nomisma), and may apply the provisions of the Greek Civil Code and related legislation regarding the conversion of foreign currency obligations to euros for purposes of enforcement, judgment, and payment.
10.  Draft Documents. This opinion is based on the near-final drafts of the Transaction Documents identified in Section 2 above. We have not reviewed the final, executed versions of the Transaction Documents, and we reserve the right to revise, supplement, or withdraw any opinion expressed herein if the final executed versions of the Transaction Documents differ in any material respect from the drafts reviewed by us. This qualification will be removed in the final closing version of this opinion.
C&H Comment (NF): Qualification 10 — at closing, this qualification must be deleted entirely. The opinion must be based on final executed documents. Please prepare a clean closing version.
6. Reliance and Benefit
This opinion is delivered solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Transaction Documents and may not be relied upon, quoted, or referred to by any other person or entity, or for any other purpose, without our prior written consent.
This opinion is limited to Greek law as in effect on the date hereof. We assume no obligation to update, revise, or supplement this opinion for any changes in Greek law (whether by legislative enactment, judicial decision, administrative interpretation, or otherwise) or in the facts or circumstances underlying this opinion that may occur after the date hereof.
This opinion is rendered solely in our capacity as Greek legal counsel to TSL and does not constitute legal advice to, or create any attorney-client relationship with, any addressee or any other person or entity.
C&H Comment (BW): Per prior comment, please add Calderwood & Harkness LLP and Whitfield & Crane LLP as parties entitled to rely on this opinion. Also add that holders of the Notes may rely on this opinion, which is customary in high-yield offerings.
7. Governing Language
This opinion is delivered in the English language. To the extent that any document reviewed by us in connection with this opinion was originally prepared in the Greek language, we have reviewed the Greek-language original and are responsible for the accuracy of any English-language translation or summary thereof contained in or prepared in connection with this opinion.
In the event of any discrepancy, ambiguity, or inconsistency between the English-language text and the Greek-language text of any document reviewed by us (including, without limitation, the Articles of Association, the Founding Act, the Shareholder Minutes, and the GEMI Certificate), the Greek-language text shall prevail for purposes of this opinion.
C&H Comment (NF): Please attach as an annex a list of all documents reviewed in Greek (with English translations provided to C&H) and confirm that certified translations will be available in the closing binder.
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Very truly yours,
DELPHI & KARIDIS LLP
By: ________
Name: Nikolaos Karidis
Title: Senior Partner
Date: [●], 2022
15 Vasilissis Sofias Avenue Athens 106 71, Greece Tel: +30 210 723 4500
Email: n.karidis@delphikaridis.gr
STATUS NOTATIONS
DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT TO BE DELIVERED OR RELIED UPON
This draft contains markup and comments by Calderwood & Harkness LLP (Robert Adeyemi, Brendan Walsh, Natasha Forbes) — Matter No. 1044-00004 — Client No. 80214-TSL.
UNDELIVERED — Offering suspended November 14, 2022; matter coded dormant December 1, 2022.
Draft version notation: D&K Draft v.2 / C&H Review v.1 — Circulated [●] September 2022.

DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT TO BE DELIVERED OR RELIED UPON

GREEK-LAW LEGAL OPINION

DELPHI & KARIDIS LLP

STATUS NOTATIONS

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