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 8.1
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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.
In formulating our opinion, we have examined such documents as we have deemed appropriate, including the Registration Statement and the prospectus
contained therein. We have also obtained such additional information as we have deemed relevant and necessary from representatives of the Company.
Based on the facts as set forth in the Registration Statement and the Company's annual report on Form 20-F for the fiscal year ended December 31, 2021
(the "Annual Report"), which is incorporated by reference into the Registration Statement, and in particular, on the representations, covenants, assumptions, conditions and qualifications described in the Annual Report in the section
entitled "Item 10. Additional Information—E. Taxation", we hereby confirm that the opinions of Xxxxxx & Xxxxxx LLP and discussions of United States federal income tax and Xxxxxxxx Islands tax matters expressed in the Annual Report in the
section entitled "Item 10. Additional Information—E. Taxation" accurately state our views as to the tax matters discussed therein.
Our opinions are based on applicable Xxxxxxxx Islands tax law, the current provisions of the U.S. Internal Revenue Code of 1986, as amended, the Treasury
Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service, which may be cited or used as precedents, and case law, as in effect on the date hereof, any of which may be changed at any time with retroactive
effect. No opinion is expressed on any matters other than those specifically referred to above by reference to the Annual Report.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice
provided by us in the Registration Statement, including by reference to the Company's Annual Report, 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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