Exhibit 8.5

 

		CONYERS DILL & PEARMAN LIMITED   Clarendon House, 2 Church Street Hamilton HM 11, Bermuda   Mail: PO Box HM 666, Hamilton HM CX, Bermuda T +1 441 295 1422   conyers.com

September 1, 2026

Matter No.: 1019383

+1-441-298-7861

robert.alexander@conyers.com

Navigator Holdings Ltd.

c/o NGT Services (UK) Ltd.

10 Bressenden Place

London, SW1E 5DH, United Kingdom

Dear Sirs/Mesdames,

Re: Navigator Gas plc (the “Company”)

We have acted as special legal counsel in Bermuda to the Company in connection with a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 1, 2026 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of the ordinary shares, par value US$0.01 each, of the Company (the “Ordinary Shares”) to be issued to holders of common stock, par value US$0.01 each, of Navigator Holdings Ltd. (“Navigator-MI”) in exchange for such common stock pursuant to the merger of Navigator-MI with and into a wholly owned subsidiary of the Company (the “Merger”).

 

1.	DOCUMENTS REVIEWED

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have reviewed such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

2.	ASSUMPTIONS

We have assumed:

 

2.1.	the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the accuracy, authenticity and completeness of the originals from which such copies were taken;

 

2.2.	that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

2.3.	the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us;

 

2.4.	that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein.

 

3.	QUALIFICATIONS

 

3.1.	We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.

 

3.2.	This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.

 

3.3.	This opinion is issued solely for the purpose of the filing of the Registration Statement and the offering and issuance of the Ordinary Shares by the Company pursuant to the Merger and is not to be relied upon in respect of any other matter.

 

4.

OPINION

On the basis of and subject to the foregoing, we are of the opinion that the statements under the caption “Material Tax Considerations—Bermuda Tax Considerations” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Bermuda law, are accurate in all material respects.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully,

/s/ Conyers Dill & Pearman Limited

Conyers Dill & Pearman Limited

 

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