June 17, 2025

 

Robin Energy Ltd.

223 Christodoulou Chatzipavlou Street

Hawaii Royal Gardens,

3036 Limassol

Cyprus

Re: Robin Energy Ltd.

 

Ladies and Gentlemen:

 

We have acted as Marshall Islands counsel to Robin Energy Ltd., a corporation organized under the laws of the Republic of the Marshall Islands (the "Company"), in connection with (i) the Company's registered direct public offering and sale (the "Offering") of 965,000 shares of its common stock, par value $0.001 per share (the "Shares"), (ii) the Securities Purchase Agreement, dated June 16, 2025 (the "Purchase Agreement"), between the Company and the Purchaser parties thereto, (iii) the Company's registration statement on Form F-3 (File No. 333- 286726), as amended (the "Registration Statement"), (iv) a prospectus included therein (the "Base Prospectus") and (v) a prospectus supplement thereto dated June 16, 2025 (the "Prospectus Supplement"). We have reviewed the documents incorporated by reference in the foregoing (the "Incorporated Documents"). The Prospectus Supplement and the Base Prospectus are referred to collectively as the Prospectus.

 

We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Placement Agency Agreement by and between the Company and Maxim Group LLC, acting as placement agent in connection with the Offering; (ii) the Registration Statement; (iii) the Prospectus; (iv) the Articles of Incorporation and Bylaws of the Company; and (v) such other corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact which are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors of the Company and others.

 

We have further assumed for the purposes of this opinion, without investigation, that (i) all documents contemplated by the Prospectus to be executed in connection with the Offering have been duly authorized, executed and delivered by each of the parties thereto other than the Company, and (ii) the terms of the Offering comply in all respects with the terms, conditions and restrictions set forth in the Prospectus and all of the instruments, agreements and other documents relating thereto or executed in connection therewith.

 

Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that under the laws of the Republic of the Marshall Islands, the Shares have been duly authorized and validly issued and are fully paid for and non-assessable.

 

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