OceanPal Inc.
Re: OceanPal Inc.
We have acted as counsel to OceanPal Inc., a Marshall Islands corporation (the “Company”), in connection with the preparation and filing of the Company’s
Registration Statement on Form F-1 (the “Registration Statement”), as publicly filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof, under the U.S. Securities Act of 1933, as amended (the “Securities Act”)
with respect to the public offering (the “Offering”) of up to $15 million of the Company’s units (the “Units”), each Unit consisting of (i) one common share, par value $0.01 per share (“Common Share”) of the Company (collectively, the “Unit
Shares”) or one pre-funded warrant to purchase one Common Share (the “Pre-Funded Warrants”) and (ii) one warrant to purchase one Common Share at the exercise price then in effect (the “Class C Purchase Warrants”, and together with the Pre-Funded
Warrants, the “Warrants”). The Registration Statement also covers the registration of the Common Shares underlying the Warrants (the “Warrant Shares”). We have reviewed the documents incorporated by reference in the foregoing.
In our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the
Registration Statement; (ii) the prospectus of the Company (as amended or supplemented, the “Prospectus”) included in the Registration Statement; 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
which are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors of the Company and others.
In such examination, we have assumed (i) the legal competence or capacity of persons or entities (other than the Company) to
complete the execution of documents, (ii) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (iii) the conformity to original documents of all documents submitted to us as conformed or photostatic
copies, (iv) that the documents reviewed by us in connection with the rendering of the opinions set forth herein are true, correct and complete, and (v) the truthfulness of each statement as to all factual matters contained in any document or
certificate encompassed within the due diligence review undertaken by us. As to matters of fact material to this opinion that have not been independently established, we have relied upon the representations and certificates of officers or
representatives of the Company and of public officials, in each case as we have deemed relevant and appropriate. We have not independently verified the facts so relied on.
Based upon and subject to the foregoing, and having regard for such other legal considerations which we deem relevant, we are of the opinion that under
the laws of the Republic of the Marshall Islands and the State of New York:
|
1.
|
The Units, the Unit Shares, the Warrants and the Warrant Shares have been duly authorized by the Company.
|
|
2.
|
The Unit Shares, when issued, sold and paid for as contemplated in the Registration Statement, will be validly issued, fully paid and nonassessable. |
|
3.
|
When the Units and Warrants are issued and delivered as contemplated in the Registration Statement, the Units and Warrants 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.
|
| 4. |
Assuming the Warrants are issued and delivered as contemplated in the Registration Statement, the Warrant Shares, when issued, delivered and paid for upon the exercise of such
Warrants in accordance with their terms, will be validly issued, fully paid and non-assessable. |
This opinion is limited to the laws of the State of New York and the Republic of the Marshall Islands as in effect on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement to be filed with the Securities and Exchange Commission on the date hereof,
and to each reference to us and the discussions of advice provided by us under the headings "Legal Matters" in the Prospectus, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder with respect to any part of the Registration Statement or Prospectus.
| |
Very truly yours,
|
| |
|
| |
/s/ Seward & Kissel LLP
|