We have acted as counsel to EuroDry Ltd. (the "Company") in connection with (i) the Company’s at-the-market offering (the "Offering") of shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to US$20,000,000 (the "Shares"), which Shares include related preferred stock purchase rights (the "Preferred Stock Purchase Rights"); (ii) the Equity Distribution Agreement, dated September 11, 2026 (the "Equity Distribution Agreement"), between the Company and A.G.P./Alliance Global Partners, as agent (the "Agent"), including any amendments or supplements thereto, pursuant to which the Company may offer the Shares through the Agent, from time to time; (iii) the preparation of the Company’s registration statement on Form F-3 (File No. 333-298606), declared effective by the U.S. Securities and Exchange Commission (the "Commission") on September 3, 2026 (the "Registration Statement"); (iv) a prospectus included therein (the "Base Prospectus") and (v) a prospectus supplement thereto dated September 11, 2026 (the "Prospectus Supplement" and together with the Base Prospectus, the "Prospectus").

We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Equity Distribution Agreement, (ii) the Registration Statement, (iii) the Base Prospectus, (iv) the Prospectus Supplement, (v) the Shareholders Rights Agreement dated May 5, 2018, as amended, relating to the Preferred Stock Purchase Rights (the "Rights Agreement") and (vi) such 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 that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors of the Company and others.