Global Ship Lease, Inc. c/o Global Ship Lease Services Limited London SW1V 1LW United Kingdom
Exhibit 5.1
|
Xxxxxx & Xxxxxx llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
|
|||
|
TELEPHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
XXX.XXXXXX.XXX
|
000 X XXXXXX, XX
XXXXXXXXXX, X.X. 00000
TELEPHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
|
||
|
October 25, 2019
|
|||
c/o Global Ship Lease Services Limited
00 Xxxxxx Xxxx
London SW1V 1LW
United Kingdom
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”) and as thereafter amended or supplemented,
relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of $500,000,000 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”), 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”).
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.
October 25, 2019
Page 2 of 3
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 Amended and Restated 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.
2. 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, (ii) such Subscription Securities shall have been duly authorized and executed by the parties thereto other than
the Company and shall be a valid and binding obligation of such parties, enforceable against such parties in accordance with its terms and shall purport to be governed by the laws of the State of New York, and (iii) the Subscription Securities have
been issued, executed and delivered in accordance with the terms of the applicable warrant agreement, purchase contract, rights agreement 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 agreement, underwriting agreement 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.
October 25, 2019
Page 3 of 3
3. With respect to the Debt Securities, when (i) 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, and (ii) such Debt Securities shall have been duly authorized and executed by the parties thereto other than the Company and shall be a valid and binding obligation of such parties, enforceable against such parties
in accordance with its terms and shall purport to be governed by the laws of the State of New York, 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.
4. With respect to the Units, when (i) the Company has taken all necessary action to approve the issuance of the Units, the terms of the
offering thereof and related matters and (ii) 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, and upon payment of the consideration thereof or provided for therein, then the Units will be validly issued, fully paid, and non-assessable.
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.
|
Very truly yours,
/s/ Xxxxxx & Xxxxxx LLP
|
