Re: |
Global Ship Lease, Inc.
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(i) |
the Registration Statement and the Prospectus;
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(ii) |
the form of Senior Indenture and the form of Subordinated Indenture, each as filed as an exhibit to the Registration Statement (each, a “Base Indenture”);
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(iii) |
the Company’s Amended and Restated Articles of Incorporation and Fourth Amended and Restated Bylaws, as in effect on the date hereof (the “Organizational Documents”); and
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(iv) |
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.
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1. |
The Company is validly existing under the laws of the Republic of the Marshall Islands.
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2. |
The Company has the corporate power to enter into each Indenture.
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3. |
With respect to the Common Shares, when (i) the Company has taken all necessary action to approve the terms of the issuance and sale thereof, the terms of the offering thereof and related matters and (ii) the
Common Shares have been duly authorized and approved by the Company, and issued and delivered in accordance with the terms of the applicable definitive purchase agreement, underwriting agreement or similar agreement approved by the Company
and upon payment of the consideration thereof as provided for therein, such Common Shares will be validly issued, fully paid and nonassessable.
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4. |
With respect to the Preferred Shares, when (i) the Company has taken all necessary action to approve the terms and issuance and sale thereof, the terms of the offering thereof and related matters; and (ii) the
Preferred Shares have been duly authorized and approved by the Company, and issued and delivered in accordance with the terms of the applicable definitive purchase agreement, underwriting agreement or similar agreement approved by the
Company and upon payment of the consideration thereof as provided for therein, then such Preferred Shares will be validly issued, fully paid and non-assessable, and if the Preferred Shares are exercisable, convertible or exchangeable into
Common Shares or Preferred Shares, then such resulting Common Shares or Preferred Shares, upon conversion, will be (subject to compliance with the requirements set forth in this Paragraph and Paragraph 3 above, as applicable), validly
issued, fully paid and non-assessable.
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5. |
With respect to the Debt Securities, (A) when (i) the applicable Indenture has been duly authorized and validly executed and delivered by the Company and the Trustee thereunder; (ii) the applicable Indenture has
been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), and a Form T-1 shall have been filed with the Commission and become effective under the TIA with respect to the Trustee
executing the applicable Indenture; (iii) the Company has taken all necessary action to approve the issuance and terms of such Debt Securities, the terms of the offering thereof and related matters; and (iv) such Debt Securities have been
duly created, executed, authenticated, issued and delivered in accordance with the provisions of the applicable Indenture and the other applicable definitive purchase, underwriting or similar agreement approved by the Company and as
contemplated in the Prospectus or prospectus supplement related thereto, against payment of the consideration therefor as provided for therein, such Debt Securities will constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or other law relating to or affecting creditors’
rights generally and general principles of equity, and (B) if the Debt Securities issued by the Company are convertible or exchangeable into Common Shares or Preferred Shares, then such resulting Common Shares or Preferred Shares will be
(subject to compliance with the requirements set forth in this Paragraph and Paragraphs 3 and 4 above, as applicable), validly issued, fully paid and non-assessable.
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6. |
With respect to the Depositary Shares, when the Company has taken all necessary action to approve the issuance and terms of the Depositary Shares, the terms of the offering thereof and related matters, and
assuming (A) the due 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 (B) 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 of directors of the Company 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), then (i) the Common Shares or Preferred Shares, as applicable, that
are issuable under any Depositary Shares will be (subject to compliance with the requirements set forth in this Paragraph and Paragraphs 3 and 4 above, as applicable), validly issued, fully paid and nonassessable; and (ii) 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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7. |
With respect to the Warrants, Rights and Purchase Contracts (together, the “Subscription Securities”), (A) when (i) the Company has taken all necessary action to approve the
issuance and terms of such Subscription Securities, the terms of the offering thereof and related matters; and (ii) such Subscription Securities have been duly executed, issued and delivered in accordance with the provisions of the
applicable warrant agreement, rights agreement, purchase contract, or similar agreement and in accordance with the provisions of the applicable definitive purchase, underwriting, or similar agreement approved by the Company and as
contemplated in the Prospectus or prospectus supplement related thereto, against payment of the consideration therefor as provided for therein, such Subscription Securities will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms, except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or other law relating to or affecting
creditors’ rights generally and general principles of equity; and (B) if Common Shares or Preferred Shares are issuable under any Subscription Securities, then such issuable Common Shares or Preferred Shares upon exercise, conversion or
otherwise a part thereof will be (subject to compliance with the requirements set forth in this Paragraph and Paragraphs 3 and 4 above, as applicable), validly issued, fully paid and nonassessable.
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8. |
With respect to the Units, (i) 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; and (ii) if Common Shares or Preferred Shares are issuable as part of a Unit, then such issuable Common Shares or Preferred Shares a part thereof will be (subject to
compliance with the requirements set forth in this Paragraph and Paragraphs 3 and 4 above), validly issued, fully paid and nonassessable.
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Watson Farley & Williams LLP |
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/s/ Watson Farley & Williams LLP
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