October 13, 2026
LandBridge Corporation
5555 San Felipe Street, Suite 1200
Houston, Texas 77056
Re: Registration Statements on Form S-3
Ladies and Gentlemen:
We have acted as counsel for LandBridge Corporation, a Texas corporation (the “Company”) with respect to the preparation and filings of Amendment No. 1 to the Registration Statements on Form S-3, filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 1, 2025 (File Nos. 333-288467 and 333-288468) (the “Registration Statements”), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale (a) by the Company from time to time, pursuant to Rule 415 under the Securities Act, of (1) Class A common stock, par value $0.001 per share (the “Class A Common Stock”) of the Company; (2) preferred stock, par value $0.001 per share (the “Preferred Stock”) of the Company; (3) depositary receipts representing fractional interests in a particular series of Preferred Stock evidenced by depositary receipts (the “Depositary Shares”); (4) debt securities, which may be senior debt securities or subordinated debt securities (the “Debt Securities”); and (5) warrants to purchase our Class A Common Stock, Preferred Stock or our Debt Securities, and the general manner in which we will offer such securities (the “Warrants”, and collectively with the Class A Common Stock, the Preferred Stock, the Depositary Shares and the Debt Securities, the “Securities”); and (b) by one or more selling shareholders named in the Registration Statements (the “Selling Shareholders”) of an aggregate of 53,915,691 shares of Class A Common Stock, consisting of (1) 51,213,492 shares of Class A Common Stock (the “LBH Shares”) issuable upon the redemption of an equal number of membership interests (“OpCo Units”) in DBR Land Holdings LLC, a Delaware limited liability company (“OpCo”) (along with the cancellation of a corresponding number of shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock”)) held by LandBridge Holdings LLC, a Delaware limited liability company (“LBH”) and (2) 2,702,199 shares of Class A Common Stock held by the other Selling Shareholders (together with the LBH Shares, the “Selling Shareholder Shares”).
We have also participated in the preparation of prospectuses (the “Prospectuses”), which are contained in the Registration Statements to which this opinion is an exhibit.
In connection with the opinion expressed herein, we have examined, among other things, (i) the Certificate of Formation of the Company (the “Certificate of Formation”) and the Bylaws of the Company (the “Bylaws”), (ii) the Second Amended and Restated Limited Liability Company Agreement of OpCo (the OpCo LLCA”), (iii) the records of company proceedings that have occurred prior to the date hereof with respect to the filing of the Registration Statements, (iv) the Registration Statements and the Prospectuses, (v) the Registration Rights Agreement, dated as of July 1, 2024, by and between the Company and LBH, and (vi) the form of Indenture (the “Indenture”) filed as an exhibit to the Registration Statement.

