| Exhibit 5.1 |
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17 March 2026
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Ref. 29404.0013
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By Email and by Hand
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SFL Corporation Ltd.
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM 08
Bermuda
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| 2.1. |
a copy of the Registration Statement;
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| 2.2. |
a copy of the Prospectus;
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| 2.3. |
a copy of the Agreement;
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| 2.4. |
a copy of the following documents of the Company, as certified by the Secretary thereof on 16 March 2026:
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| (a) |
Certificate of Incorporation;
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| (e) |
Minutes of the meeting of the Board of Directors of the Company held on 16 March 2026 (the “Resolutions”);
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| (g) |
Register of Directors and Officers; and
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| (h) |
Register of Members;
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| 2.5. |
a Certificate of Compliance issued by the Bermuda Registrar of Companies (“ROC”) in respect of the Company dated 16 March 2026; and
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| 2.6. |
such other documents as we have deemed necessary in order to render this opinion.
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| 3. |
Searches
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| 4. |
Opinion Limited to Bermuda Law
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| 5. |
Assumptions
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| 5.1. |
the authenticity, accuracy and completeness of all Documents (including, without limitation, public records) submitted to us as originals and the conformity to authentic
original documents of all Documents submitted to us as certified, conformed, notarised or photo static copies;
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| 5.2. |
the genuineness of all seals, signatures and markings on the Documents;
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| 5.3. |
the authority, capacity and power of each of the persons signing the Documents (other than the Company);
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| 5.4. |
that any representation, warranty or statement of fact or law, other than the laws of Bermuda, made in any of the Documents, is true, accurate and complete;
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| 5.5. |
that each of the Documents which was received by electronic means is complete, intact and in conformity with the transmission as sent;
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| 5.6. |
that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed herein;
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| 5.7. |
that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any actions taken by the Company in connection
with the Registration Statement or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration Statement is required to be performed
or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be
illegal by virtue of the laws of that jurisdiction;
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| 5.8. |
that the information disclosed by the Searches has not been materially altered and that the Searches did not fail to disclose any material information which had been delivered
for filing or registration, but was not disclosed or did not appear on the public files at the time of the Searches;
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| 5.9. |
that no litigation, administrative or other proceeding of or before any governmental authority of Bermuda is pending against or affecting the Company;
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| 5.10. |
that the Company has not passed a voluntary winding-up resolution and that no petition has been presented to or order made by a court for the winding-up or dissolution of the
Company;
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| 5.11. |
that the Resolutions certified as being true and accurate and provided to us in connection with the giving of this opinion were duly adopted by the duly elected or appointed
directors of the Company or any duly constituted committee thereof; that any provisions contained in the Companies Act 1981 of Bermuda, as amended (the “Companies Act”), or the bye-laws of the Company
relating to the declaration of directors’ interests and the convening of, the quorum required for, and voting at the meetings of the directors and the adopting of written resolutions of the directors were duly observed; and that such
Resolutions have not been amended or rescinded, either in whole or in part, and are in full force and effect;
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| 5.12. |
when issued, all Shares will be issued in compliance with all matters of, and will represent valid and enforceable obligations under, applicable U.S. federal and state
securities laws and other laws (other than the laws of Bermuda, in respect of which we are opining); and
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| 5.13. |
that, as of each and every time any of the Shares are issued in accordance with the Agreement, the Company will have a sufficient number of authorised and unissued Shares
available for issuance.
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| 6. |
Opinion
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| 6.1. |
the Company is duly incorporated for an indefinite period as an exempted limited company, and is validly existing and in ‘good standing’ under the laws of Bermuda;
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| 6.2. |
the Shares, when issued, sold and paid for as contemplated in the Prospectus and the Agreement, will be validly issued, fully paid and non-assessable; and
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| 6.3. |
so far as can be ascertained from the Searches, the Company is not engaged in or threatened with any action, suit, or proceeding before any court in Bermuda.
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| 7. |
Reservations
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| 7.1. |
we have relied upon searches of public records on file at the offices of the ROC but we note that the records disclosed by those searches may not be complete or up to date;
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| 7.2. |
any reference in this opinion to shares being “non-assessable” means, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in
writing between the Company and the holder of shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of
the Company, or otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take,
or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company; and
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| 7.3. |
any reference in this opinion to the Company being “in good standing” means having paid all fees and taxes and having made all filings required by the laws of Bermuda in order
to maintain the valid existence of the Company pursuant to such laws.
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| 8. |
Disclosure
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