TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.SEWKIS.COM 901 K STREET, N.W. WASHINGTON, D.C. 20001 TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184
Exhibit 5.1
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Xxxxxx & Xxxxxx llp
XXX XXXXXXX XXXX XXXXX
XXX XXXX, XXX XXXX 00000
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TELEPHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
XXX.XXXXXX.XXX
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000 X XXXXXX, X.X.
XXXXXXXXXX, X.X. 00000
TELEPHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
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September 16, 2022
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00 Xxxxxx Xxxx
Xxxxxx XX0X 0XX
Ladies and Gentlemen:
Ladies and Gentlemen:
We have acted as counsel to Global Ship Lease, Inc. (the "Company"), a Xxxxxxxx Islands corporation, in connection with the Company's registration
statement on Form F-3 (File No. 333- ) (the "Registration Statement") as filed with the U.S. Securities and Exchange Commission (the "Commission"), as thereafter amended or supplemented, relating to the registration under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), of an indeterminate amount of the Company's securities, which may include shares of common stock, par value $0.01 per share, of the Company (the "Common Shares"),
shares of preferred stock, par value $0.01 per share, of the Company (the "Preferred Shares"), depositary shares of the company that represent an interest in Common Shares or Preferred Shares (the “Depositary Shares”), debt
securities of the Company (the "Debt Securities"), warrants to purchase the Company's securities (the "Warrants"), rights to purchase the Company's securities (the "Rights"), purchase contracts to purchase the Company's
securities (the "Purchase Contracts"), and units comprised of any of the foregoing securities (the "Units", and, together with the Common Shares, Preferred Shares, Debt Securities, Warrants, Rights and Purchase Contracts, the "Securities").
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the prospectus of the
Company included in the Registration Statement (the "Prospectus"), and (iii) 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 and officers of the Company and others.
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 and the State of New York:
| 1. |
The Common Shares and the Preferred Shares have been duly authorized and when (i) the Company has taken all necessary action to approve the issuance of such Common Shares and Preferred Shares, the terms of the
offering thereof and related matters and (ii) the Common Shares and Preferred Shares have been issued and delivered in accordance with the terms of the applicable definitive purchase agreement, underwriting agreement or similar agreement
approved by the Company and as contemplated in the Prospectus or prospectus supplement related thereto, upon payment of the consideration thereof or provided for therein, and assuming the total number of such issued Common Shares or
Preferred Shares, together with such total number of Common Shares or Preferred Shares reserved for issuance upon the exercise, exchange or conversion, as the case may be, of any exercisable, exchangeable or convertible security then
outstanding, will not exceed the total number of such authorized Common Shares or Preferred Shares under the Company's Articles of Incorporation, as amended and then in effect, then such Common Shares and Preferred Shares will be validly
issued, fully paid and non-assessable.
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| 2. |
With respect to the Depositary Shares, when (i) the terms of the Depositary Shares and of their issuance and sale have been duly established in conformity with applicable law; and (ii) the Company has taken all
necessary corporate action to approve the issuance and terms of the Depositary Shares, the terms of the offering thereof, and related matters, and assuming (i) the due execution, issuance and delivery, as applicable, of the Common Shares
or Preferred Shares, as applicable, to a depositary under the applicable deposit agreement pursuant to which the Depositary Shares and related receipts will be issued (the “Deposit Agreement”) and, if applicable, the due filing of
the Certificate of Designations with respect to the Preferred Shares; and (ii) the due authorization, execution, issuance and delivery, as applicable, of the Deposit Agreement and of the depositary receipts evidencing the Depositary
Shares against the deposit of the Common Shares or Preferred Shares, as applicable, in accordance with the applicable Deposit Agreement, upon payment of the consideration therefor provided for in the applicable definitive purchase,
underwriting, or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Deposit Agreement and such agreement (and, in the case of Depositary Shares issuable upon conversion or exercise of
other securities, in accordance with the terms of such security or instrument governing such security providing for such conversion or exercise), the depositary receipts evidencing the Depositary Shares will constitute valid evidence of
interests in the related Common Shares or Preferred Shares and will entitle the holders thereof to the rights specified in the applicable Deposit Agreement and the depositary receipts will be validly issued and will constitute valid and
legally binding obligations of the Company, enforceable against the Company in accordance with the terms of the depositary receipts and the Deposit Agreement.
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| 3. |
With respect to the Warrants, Rights and Purchase Contracts (together the "Subscription Securities"), when (i) the Company has taken all necessary action to approve the issuance and terms of such
Subscription Securities, the terms of the offering and related matters and (ii) the Subscription Securities have been issued and delivered in accordance with the terms of the applicable warrant agreement, rights agreement, purchase
contract, or similar agreement approved by the Company and as contemplated in the Prospectus or prospectus supplement related thereto, and upon payment of the consideration therefor, if any, provided for therein and in any applicable
definitive purchase, underwriting or similar agreement approved by the Company, then the Subscription Securities will constitute valid and legally binding obligations of the Company in accordance with their terms, except as the
enforcement thereof (i) may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, fraudulent obligation, moratorium or other similar laws affecting generally the enforceability of
creditors' rights and remedies or the collection of debtor's obligations from time to time in effect, and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity
or at law, including the application of principles of good faith, fair dealing, course of dealing, course of performance, commercial reasonableness, materiality, unconscionability and conflict with public policy and other similar
principles; or other law relating to or affecting creditors' rights generally and general principles of equity.
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| 4. |
With respect to the Debt Securities, when the applicable indenture relating to such Debt Securities (the "Indenture") has been duly qualified and the Company has taken all necessary action to approve the
issuance and terms of the Debt Securities and the terms of the offering thereof and related matters and the Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture
and the other applicable agreements approved by the Company and as contemplated in the Prospectus or prospectus supplement related thereto, and upon payment of the consideration thereof or provided for therein, the Debt Securities will be
legally issued and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof (i) may be limited by any applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, fraudulent transfer, fraudulent obligation, moratorium or other similar laws affecting generally the enforceability of creditors' rights and remedies or the collection of debtor's
obligations from time to time in effect, and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, including the application of principles of good
faith, fair dealing, course of dealing, course of performance, commercial reasonableness, materiality, unconscionability and conflict with public policy and other similar principles; or other law relating to or affecting creditors' rights
generally and general principles of equity.
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| 5. |
With respect to the Units, when the Company has taken all necessary action to approve the issuance of the Units, the terms of the offering thereof and related matters and the Units have been issued and
delivered in accordance with the terms of the applicable agreement(s) approved by the Company, and as contemplated in the Prospectus or prospectus supplement related thereto, upon payment of the consideration thereof or provided for
therein then the Units will be validly issued, fully paid, and non-assessable.
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This opinion is limited to the laws of the Republic of the Xxxxxxxx Islands and the State of New York 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 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 promulgated thereunder with respect to any part of the Registration Statement.
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Very truly yours,
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/s/ Xxxxxx & Xxxxxx LLP
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