UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2021

Commission File Number: 001-34077

SAFE BULKERS, INC.
(Translation of registrant’s name into English)

 

Apt. D11,
Les Acanthes
6, Avenue des Citronniers
MC98000 Monaco
Telephone : +30 2 111 888 400

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F   x           Form 40-F   o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ____:

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ____:

Indicate by check mark whether the registrant by furnishing the information contained in the Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   o           No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): ____.

 

 

INCORPORATION BY REFERENCE

This Report on Form 6-K shall be incorporated by reference into our registration statement on Form F-3, as filed with the Securities and Exchange Commission on July 1, 2020 and as may be further amended, to the extent not superseded by documents or reports subsequently filed by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

EXHIBIT INDEX

1.1       Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement, dated as of May 26, 2021, by and between Safe Bulkers, Inc. and DNB Markets, Inc., that authorizes the issuance and sale of a number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in at-the-market transactions from time to time having an aggregate value of up to $100,000,000.

1.2      Press Release dated May 26, 2021.

5.1      Opinion of Cozen O’Connor, special counsel on matters of Marshall Islands law to Safe Bulkers, Inc., dated May 26, 2021.

5.2      Opinion of Cadwalader, Wickersham & Taft LLP, special U.S. counsel to Safe Bulkers, Inc., dated May 26, 2021.

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 27, 2021

 

  SAFE BULKERS, INC.,
     
  By: /s/ KONSTANTINOS ADAMOPOULOS
  Name: Konstantinos Adamopoulos
  Title: Chief Financial Officer
     
     
     

 

 

Exhibit 1.1

 

 

AMENDMENT NO. 1 TO AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT

 

May 26, 2021

  

DNB MARKETS, INC.
200 Park Avenue, 31st Floor
New York, New York 10166

 

Ladies and Gentlemen:

 

Safe Bulkers, Inc. (the “Company”) and DNB Markets, Inc. (the “Agent”) are parties to that certain At-the-Market Equity Offering Sales Agreement dated August 7, 2020 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby agree to the following amendments to the Original Agreement and to the following:

 

1. The aggregate offering price of the Placement Shares included in the first paragraph of the Original Agreement is hereby increased from $23,500,000 to $100,000,000 (the “Upsize”).

  

2. The representations and warranties in Section 1 of the Original Agreement are true and correct in all material respects as of the date hereof; provided that Schedule E-1 shall be updated as set forth in Annex A hereto.

 

3. In addition to the requirements under Section 5 of the Original Agreement, the Company agrees to pay the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $100,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) and (iv) of Section 5) in connection with this Amendment No. 1 to At-the-Market Offering Sales Agreement.

 

4. There has not been a Material Adverse Effect since the date as of which information is given in the General Disclosure Package and the Prospectus as amended or supplemented.

 

5. Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

 

6. No shares of common stock shall be issued or sold until the conditions in Section 6(a); 6(c)(ii) and 6(d) of the Original Agreement are satisfied or waived with respect to the Upsize.

 

7. Entire Agreement; Amendment; Severability. This Amendment No. 1 to the Original Agreement together with the Original Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant hereto and thereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment No. 1.

 

8. Applicable Law; Consent to Jurisdiction. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Amendment No. 1 to At-the-Market Offering Sales Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Amendment No. 1 to At-the-Market Offering Sales Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Cadwalader, Wickersham & Taft LLP, New York, New York, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 11 of the Original Agreement, shall be

 

 

deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Amendment No. 1 to At-the-Market Offering Sales Agreement.

 

The obligation of the Company pursuant to this Amendment No. 1 to At-the-Market Offering Sales Agreement in respect of any sum due to the Agent shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Agent of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Agent may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Agent hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Agent against such loss. If the United States dollars so purchased are greater than the sum originally due to the Agent hereunder, the Agent agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Agent hereunder.

 

9. Waiver of Jury Trial. The Company and the Agent hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to jury trial by jury in any legal proceeding arising out of or relating to this Amendment No. 1 to At-the-Market Offering Sales Agreement or any transactions contemplated hereby.

 

10. Counterparts. This amendment may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission.

  

[Remainder of Page Intentionally Blank]

 

 

If the foregoing correctly sets forth the understanding among the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding amendment to the Original Agreement between the Company and the Agent.

 

  Very truly yours,  
     
  SAFE BULKERS, INC.  
     
  By: /s/ Loukas Barmparis  
  Name: Loukas Barmparis  
  Title: President  
       
  DNB MARKETS, INC.  
     
  By: /s/ TS Jadick Jr.  
  Name: Theodore S. Jadick, Jr.  
  Title: President  

 

  

 

 

Annex A

SCHEDULE E-1

 

Subsidiary   Vessel Name   Type   Built
Maxeikosiepta Shipping Corporation (“Maxeikosiepta”)(1)(4)   Paraskevi   Panamax   January 2003
Marindou Shipping Corporation (“Marindou”)(1)(8)   Maria   Panamax   April 2003
Maxeikosiexi Shipping Corporation (“Maxeikosiexi”)(1)   Koulitsa   Panamax   April 2003
Avstes Shipping Corporation (“Avstes”)(1)(5)   Vassos   Panamax   February 2004
Kerasies Shipping Corporation (“Kerasies”)(1)   Katerina   Panamax   May 2004
Marathassa Shipping Corporation (“Marathassa”)(1)   Maritsa   Panamax   January 2005
Kyotofriendo One Shipping Corporation (“Kyotofriendo One”)(2)(6)   Paraskevi 2   Panamax   April 2011
Maxeikositessera Shipping Corporation (“Maxeikositessera”)(2)   Efrossini   Panamax   February 2012
Glovertwo Shipping Corporation (“Glovertwo”)(2)   Zoe(7)   Panamax   July 2013
Shikokutessera Shipping Inc. (“Shikokutessera”)(2)   Kypros Land(7)   Panamax   January 2014
Shikokupente Shipping Inc. (“Shikokupente”)(2)   Kypros Sea   Panamax   March 2014
Gloverfour Shipping Corporation (“Gloverfour”)(2)   Kypros Bravery   Panamax   January 2015
Shikokuokto Shipping Corporation (“Shikokuokto”)(2)   Kypros Sky(7)   Panamax   March 2015
Subsidiary   Vessel Name   Type   Built
Gloverfive Shipping Corporation (“Gloverfive”)(2)   Kypros Loyalty   Panamax   June 2015
Gloversix Shipping Corporation (“Gloversix”)(2)   Kypros Spirit(7)   Panamax   July 2016
Pemer Shipping Ltd. (“Pemer”)(1)   Pedhoulas Merchant   Kamsarmax   March 2006
Petra Shipping Ltd. (“Petra”)(1)   Pedhoulas Trader   Kamsarmax   May 2006
Pelea Shipping Ltd. (“Pelea”)(1)   Pedhoulas Leader   Kamsarmax   March 2007
Vassone Shipping Corporation (“Vassone”)(2)   Pedhoulas Commander   Kamsarmax   May 2008
Maxeikosi Shipping Corporation (“Maxeikosi”)(1)   Pedhoulas Builder   Kamsarmax   May 2012
Maxeikositria Shipping Corporation (“Maxeikositria”)(1)   Pedhoulas Fighter   Kamsarmax   August 2012
Maxeikosiena Shipping Corporation (“Maxeikosiena”)(1)   Pedhoulas Farmer(7)   Kamsarmax   September 2012
Youngone Shipping Corporation (“Youngone”)(2)   Pedhoulas Cherry   Kamsarmax   July 2015
Youngtwo Shipping Corporation (“Youngtwo”)(2)   Pedhoulas Rose(7)   Kamsarmax   January 2017
Pinewood Shipping Corporation (“Pinewood”)(2)   Pedhoulas Cedrus   Kamsarmax   June 2018
Marinouki Shipping Corporation (“Marinouki”)(1)   Marina   Post-Panamax   January 2006
Soffive Shipping Corporation (“Soffive”)(1)   Sophia   Post-Panamax   June 2007
Vasstwo Shipping Corporation (“Vasstwo”)(1)   Xenia   Post-Panamax   August 2006
Eniaprohi Shipping Corporation (“Eniaprohi”)(1)   Eleni   Post-Panamax   November 2008
Eniadefhi Shipping Corporation (“Eniadefhi”)(1)   Martine   Post-Panamax   February 2009
Maxdodeka Shipping Corporation (“Maxdodeka”)(1)   Andreas K   Post-Panamax   September 2009
Pentakomo Shipping Corporation (“Pentakomo”)(2)   Agios Spyridonas(7)   Post-Panamax   January 2010
Maxdekatria Shipping Corporation (“Maxdekatria”)(1)   Panayiota K(7)   Post-Panamax   April 2010
Maxdeka Shipping Corporation (“Maxdeka”)(2)   Venus Heritage(7)   Post-Panamax   December 2010
Shikoku Friendship Shipping Company (“Shikoku”)(2)   Venus History   Post-Panamax   September 2011

 

 

[Signature page to Amendment No. 1 to At-the-Market Equity Offering Sales Agreement]

 

 

Maxenteka Shipping Corporation (“Maxenteka”)(2)   Venus Horizon   Post-Panamax   February 2012
Shikokuepta Shipping Inc. (“Shikokuepta”)(2)   Troodos Sun   Post-Panamax   January 2016
Shikokuexi Shipping Inc. (“Shikokuexi”)(2)   Troodos Air   Post-Panamax   March 2016
Monagrouli Shipping Corporation (“Monagrouli”)(2)   Troodos Oak   Post-Panamax   April 2020
Maxpente Shipping Corporation (“Maxpente”)(1)   Kanaris   Capesize   March 2010
Eptaprohi Shipping Corporation (“Eptaprohi”)(1)   Pelopidas   Capesize   November 2011
Maxtessera Shipping Corporation (“Maxtessera”)(2)   Lake Despina   Capesize   January 2014
Shikokuennia Shipping Corporation (“Shikokuennia”)(2)   Mount Troodos   Capesize   November 2009
Agros Shipping Corporation ("Agros") (2)(3)   TBN - H 1381   Kamsarmax   April 2022
Lofou Shipping Corporation ("Lofou") (2)(3)   TBN -H 11013   Post-Panamax   April 2022
Gloverthree Shipping Corporation (“Gloverthree”)(2)      
Staloudi Shipping Corporation (“Staloudi”)(1)      
Gloverseven Shipping Corporation (“Gloverseven”)(2)      

Kyotofriendo Two Shipping Corporation (“Kyotofriendo

Two”)(2)

     

Maxeikosipente Shipping Corporation(1)

     

Shimafive Shipping Corporation(2)

  —      

Shimasix Shipping Corporation(2)

     

 

(1)           Incorporated under the laws of the Republic of Liberia.

(2)           Incorporated under the laws of the Republic of the Marshall Islands.

(3)           Estimated completion date for newbuild vessels as of December 31, 2020.

(4)           Vessel sold in April 2021.

(5)           Vessel sold in May 2021.

(6)           Vessel acquired as second-hand in March 2021.

(7)           Vessel owned by a third-party and chartered-in (Bareboat basis).

(8)           Vessel agreed to be sold in May with scheduled delivery to her new owners in the third quarter of 2021.

 

Exhibit 1.2

ADOBE SYSTEMS

 

Safe Bulkers, Inc. Announces Upsizing of At-the-Market (ATM) Program

 

Monaco – May 26, 2021: Safe Bulkers, Inc. (NYSE: SB) (the “Company”), an international provider of marine drybulk transportation services, increased to $100.0 million the maximum aggregate dollar amount of shares of the Company’s common stock that may be sold under its previously announced at-the-market (“ATM”) program established on August 7, 2020 with DNB Markets. Inc. (“DNB”), as sales agent.

 

On May 26, 2021, the Company filed a prospectus supplement in connection with an amendment to its previously disclosed Sales Agreement with DNB to increase the size of its at-the-market program pursuant to which the Company may now offer and sell, from time to time through DNB, shares of the Company’s common stock having an aggregate offering price up to $100.0 million. As of May 25, 2021, the Company has sold approximately 6,664,774 shares of common stock under the ATM and, as a result, shares of common stock with an aggregate offering price of up to approximately $78.8 million remain available for sale.

 

About Safe Bulkers, Inc.

The Company is an international provider of marine drybulk transportation services, transporting bulk cargoes, particularly coal, grain and iron ore, along worldwide shipping routes for some of the world’s largest users of marine drybulk transportation services. The Company’s common stock, series C preferred stock and series D preferred stock are listed on the NYSE, and trade under the symbols “SB”, “SB.PR.C”, and “SB.PR.D”, respectively.

 

Forward-Looking Statements

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and in Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events, the Company’s growth strategy and measures to implement such strategy, including expected vessel acquisitions and entering into further time charters. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates” and variations of such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in the demand for drybulk vessels, competitive factors in the market in which the Company operates, risks associated with operations outside the United States and other factors listed from time to time in the Company’s filings with the Securities and Exchange

 

 

Commission. The Company expressly disclaims any obligations or undertaking to release any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

For further information please contact:

Company Contact:

Dr. Loukas Barmparis

President
Safe Bulkers, Inc.

Tel.: +30 2 111 888 400

Fax: +30 2 111 878 500

E-Mail: directors@safebulkers.com

 

Investor Relations / Media Contact:

Nicolas Bornozis, President Capital Link, Inc.

230 Park Avenue, Suite 1536 New York, N.Y. 10169

Tel.: (212) 661-7566

Fax: (212) 661-7526

E-Mail: safebulkers@capitallink.com

 

 

Exhibit 5.1

 

 

 

May 26, 2021

 

 

Safe Bulkers, Inc.
Apt. D11, Les Acanthes

6, Avenue des Citronniers

MC98000, Monaco

 

Re: Safe Bulkers, Inc.

Dear Sirs:

We have acted as special counsel as to matters of the law of the Republic of the Marshall Islands (“Marshall Islands Law”) to Safe Bulkers, Inc. (the “Company”) in connection with the Company’s Shelf Registration Statement on Form F-3 (No. 333-239618) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 1, 2020 pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, with respect to the sale by the Company of shares (the “Shares”) of common stock, par value $0.001 per share, of the Company, having an aggregate offering price of up to $100,000,000, and related preferred stock purchase rights (the “Rights”), under a Shareholder Rights Agreement dated as of August 5, 2020 (the “Shareholder Rights Agreement”) between the Company and American Stock Transfer & Trust Company, LLC as rights agent pursuant to the exercise of an over-allotment option.

In so acting, we have examined originals or photocopies, of (i) the Registration Statement and the prospectus (the “Preliminary Prospectus”) included therein, the prospectus supplement filed with the Commission on August 7, 2020 (the “Prospectus Supplement”) and a prospectus supplement filed with the Commission on May 26, 2021 (the “Supplement” and together with the Preliminary Prospectus and the Prospectus Supplement, the “Prospectus”);

 

 

Safe Bulkers, Inc.

May 26, 2021

Page 2

_______________________________________

(ii) the at the market equity offering sales agreement dated August 7, 2020 (the “Original Sales Agreement”) among the Company and DNB Markets, Inc. (the “Agent”), as agent, as amended and supplemented by an amendment No. 1 to the at the market equity offering sales agreement dated May 26, 2021 (the “Amendment” and the Original Sales Agreement as amended and supplemented by the Amendment, the “Sales Agreement”) among the Company and the Agent; (iii) the Shareholder Rights Agreement; and (iv) originals, or photocopies, of all such records of the Company, agreements and other documents, certificates of public officials, officers and representatives of the Company, and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed without investigation, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as photostatic or facsimile copies, and the accuracy of the factual representations made to us by officers and other representatives of the Company. We have also assumed the power, authority and legal right of all parties (other than the Company) to the Sales Agreement and the Shareholder Rights Agreement to enter into and perform their respective obligations thereunder and the due authorization, execution and delivery of such documents by such parties.

This opinion is limited to Marshall Islands Law as of the date hereof. In rendering our opinion in Paragraph E below we have, with your permission, relied on the opinion addressed to you dated the date hereof of Cadwalader, Wickersham & Taft LLP, U.S. counsel to the Company, with respect to the Shareholder Rights Agreement. In rendering our opinion as to the valid existence in good standing of the Company, we have relied solely on a Certificate of Goodstanding issued by the Registrar of Corporations of the Republic of the Marshall Islands on May 14, 2020.

Based on the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that:

A. The Company is a corporation duly incorporated, validly existing and in good standing under the law of the Republic of The Marshall Islands.
B. The Company has the corporate power and corporate authority to enter into, execute, deliver and perform the Shareholder Rights Agreement.
C. The Company has taken all corporate action required to authorize the Shares and when the Shares are issued and delivered against payment therefore as contemplated in the Registration Statement and the Prospectus, the Shares will be validly issued, fully paid and non-assessable.
D. The Company has taken all corporate action required to authorize the execution and delivery of the Shareholder Rights Agreement and the issuance of the Rights, and the Shareholder Rights Agreement has been duly executed and delivered by a duly authorized signatory of the Company.

 

 

Safe Bulkers, Inc.

May 26, 2021

Page 3

_______________________________________

E. When issued in accordance with the terms of the Shareholder Rights Agreement, the Rights will have been validly issued and constitute valid and binding obligations of the Company.

Our opinion in Paragraph E above is subject to the qualification that the rights and remedies of any party to the Shareholder Rights Agreement(a) may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting generally the enforcement of creditors’ rights from time to time in effect, and (b) are subject to general principles of equity (regardless of whether such rights and remedies are considered in a proceeding in equity or at law), including application by a court of competent jurisdiction of principles of good faith, fair dealing, commercial reasonableness, materiality, unconscionability and conflict with public policy or other similar principles.

Our opinion is as of the date hereof and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention. We disavow any undertaking to advise you of any changes in laws.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

COZEN O’CONNOR

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 5.2

 

 

 

 

May 26, 2021

Safe Bulkers, Inc.
Apt. D11,
Les Acanthes
6, Avenue des Citronniers
MC98000 Monaco

Re: Offering of up to $100,000,000 of Common Stock, par value $0.001 per share (the “Securities”), of Safe Bulkers, Inc.

Ladies and Gentlemen,

We have acted as special United States legal counsel to Safe Bulkers, Inc., a Marshall Islands corporation (the “Company”). At the Company’s request we are delivering this letter in connection with the above-referenced transaction.

In connection with the preparation of this letter, we have, among other things, read:

(a) the Registration Statement on Form F-3 (Registration 333- 239618) filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 1, 2020, for the purpose of registering the offering of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and as constituted at the time it became effective in accordance with the Securities Act, is herein called the “Registration Statement”;

(b) the At-the-Market Equity Offering Sales Agreement dated August 7, 2020, as amended on May 26, 2021 (as amended, the “Sales Agreement”) between the Company and DNB Markets, Inc.;

(c) copies of all certificates and other documents delivered today in connection with the issuance and sale of the Securities under the Sales Agreement;

(d) The Shareholders Rights Agreement dated August 5, 2020 (the “Shareholders Rights Agreement”) between the Company and American Stock Transfer & Trust Company; and such other documents, records and other instruments as we have deemed necessary or appropriate in order to deliver the opinions set forth herein.

 

 

Subject to the assumptions, qualifications, exclusions and other limitations which are identified in this letter, we advise you that:

1. Assuming that under the laws of the Republic of the Marshall Islands, the Shareholders Rights Agreement has been duly authorized, validly executed and delivered by the Company, the Shareholders Rights Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms.

Except for the activities described in this letter, we have not undertaken any investigation to determine the facts upon which the advice in this letter is based.

We have not undertaken any search of court records for purposes of this letter. We have assumed for purposes of this letter: each document we have reviewed for purposes of this letter is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine; that the parties thereto had the power, corporate or other, to enter into and perform all obligations thereunder; that each such document was duly authorized by all requisite corporate action of parties, other than the Company, and that such documents were duly executed and delivered by each party thereto. The advice regarding the binding terms of the Shareholders Rights Agreement (an “enforceability opinion”) in this letter that any particular contract is a valid and binding obligation or is enforceable in accordance with its terms is subject to: (i) the effect of bankruptcy, insolvency, fraudulent conveyance and other similar laws and judicially developed doctrines in this area such as substantive consolidation and equitable subordination; (ii) the effect of general principles of equity; and (iii) other commonly recognized statutory and judicial constraints on enforceability including statutes of limitations. In addition, we do not express any opinion as to the enforceability of any rights to contribution or indemnification which may be violative of public policy underlying any law, rule or regulation (including federal or state securities law, rule or regulation). “General principles of equity” include but are not limited to: principles limiting the availability of specific performance and injunctive relief; principles which limit the availability of a remedy under certain circumstances where another remedy has been elected; principles requiring reasonableness, good faith and fair dealing in the performance and enforcement of an agreement by the party seeking enforcement; principles which may permit a party to cure a material failure to perform its obligations; and principles affording equitable defenses such as waiver, laches and estoppel. It is possible that terms in a particular contract covered by our enforceability opinion may not prove enforceable for reasons other than those explicitly cited in this letter should an actual enforcement action be brought, but (subject to all the exceptions, qualifications, exclusions and other limitations contained in this letter) such unenforceability would not in our opinion prevent the party entitled to enforce that contract from realizing the principal benefits purported to be provided to that party by the terms in that contract which are covered by our enforceability opinion.

-2-

 

 

Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York, without our having made any investigation as to the applicability of any specific law unless such advice specifically references a specific law (the “Specified Laws”), and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. None of the opinions or other advice contained in this letter considers or covers, and the term “Specified Law” does not include: (i) any antifraud laws, rules or regulations, (ii) any state securities (or “blue sky”) laws, rules or regulations, (iii) any laws, statutes, governmental rules or regulations or decisions which in our experience are not usually considered for or covered by opinions like those contained in this letter or are not generally applicable to transactions of the kind covered by the Underwriting Agreement including any regulatory laws or requirements specific to the industry in which you or the Company is engaged; and (iv) any laws or regulations relating to admiralty or the ownership or operation of shipping vessels to which the Company or any of its subsidiaries is subject or the necessity of any authorization, approval or action by, or any notice to, consent of, order of, or filing with, any governmental authority, pursuant to any such laws or regulations. We express no opinion as to what law might be applied by any courts to resolve any issue addressed by our opinion and we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually be applied to resolve issues which may arise. The manner in which any particular issue would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. This letter is not intended to guarantee the outcome of any legal dispute that may arise in the future.

This letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which we did not have knowledge at that time, by reason of any change subsequent to that time in any law covered by any of our opinions, or for any other reason.

We express no opinion with respect to compliance with, or the application or effect of, any laws or regulations relating to admiralty or the ownership or operation of shipping vessels to which the Company or any of its subsidiaries is subject or the necessity of any authorization, approval or action by, or any notice to, consent of, order of, or filing with, any governmental authority, pursuant to any such laws or regulations.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement and the Prospectus Supplements related to this offering of Securities. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Cadwalader, Wickersham & Taft LLP

-3-