Seward & Kissel llp ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004
Exhibit 5.1
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Xxxxxx & Xxxxxx llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
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TELEPHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
XXX.XXXXXX.XXX
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000 X Xxxxxx, XX
XXXXXXXXXX, X.X. 00000
TELEPHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
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| January 26, 2021 |
00 Xxxxxx Xxxx
London SW1V 1LW
United Kingdom
Ladies and Gentlemen:
We have acted as Xxxxxxxx Islands counsel to Global Ship Lease, Inc., a corporation organized under the laws of the Republic of the Xxxxxxxx Islands (the “Company”), in
connection with (i) the Company’s public offering and sale (the “Offering”) of 5,400,000 shares of its Class A common stock, par value $0.01 per share (the “Firm Shares”), and 810,000 Shares that may be sold pursuant to an option
granted to the Underwriters by the Company to purchase additional shares (the “Option Shares” and together with the Firm Shares, the “Shares”); (ii) the preparation of the Company’s registration statement on Form F-3 (File No.
333-234343), which became effective with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the provisions of the Securities Act of 1933, as amended (the “Securities Act”), on November 7, 2019 (the “Registration
Statement”), a prospectus included therein (the “Base Prospectus”), a preliminary prospectus supplement thereto dated January 21, 2021 (the “Preliminary Prospectus Supplement”), and a prospectus supplement thereto dated January
22, 2021 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”), with respect to the Offering; and (iii) the underwriting agreement dated January 22, 2021 (the “Agreement”) by and between the
Company and Xxxxxxxxx LLC, on behalf of itself and the other several underwriters listed on Schedule I thereto. Except as otherwise provided herein, capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in
the Agreement.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Preliminary Prospectus Supplement; (iii) the
Prospectus; (iv) the Agreement; and (v) 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 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
Xxxxxxxx Islands, the Firm Shares have been duly authorized and validly issued and are fully paid for and non-assessable and the Option Shares have been duly authorized and when issued and paid for in accordance with the Prospectus, will be validly
issued and fully paid for and non-assessable.
This opinion is limited to the laws of the Republic of the Xxxxxxxx Islands as in effect on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to us and the discussions of advice provided by us under the heading
“Legal Matters” in the Prospectus, without admitting we are “experts” within the meaning of the Securities Act, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement.
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Very truly yours,
/s/ Xxxxxx & Xxxxxx LLP
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