
| 1. |
A draft copy of the Registration Statement;
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| 2. |
In respect of the Company:
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| a. |
A copy of the Certificate of Registration of the Company issued pursuant to regulation 18 of Merchant Shipping Act, Chapter 234 of the laws of Malta, Merchant Shipping
(Shipping Organisations—Private Companies) Regulations, 2004 (attached hereto as Annex ‘A');
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| b. |
A copy of the Memorandum and Articles of Association of the Company, registered on 24 February 2011 (attached hereto as Annex ‘B’);
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| c. |
The Good Standing Certificate of the Company issued by the Malta Business Registry dated 21 July 2020 (attached hereto as Annex ‘C’); and
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| d. |
A scanned signed copy of the resolution in writing signed by the Sole Director of the Company dated 20 July 2020 (attached hereto as Annex ‘D’).
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| 3. |
Definitions
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| 4. |
Searches of public records
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| 5. |
Assumptions
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| a. |
The authenticity of all documents received as listed at clauses 1 and 2 of this opinion;
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| b. |
That no proceedings for the dissolution of the Partnership and the Company, insolvency proceedings, arrangements, compositions, recovery proceedings or any other analogous
proceedings have been commenced by or against the Parentship and the Company in Malta or elsewhere, as at the date of this opinion;
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| c. |
The due execution, completeness and conformity to the originals of all documents submitted to us as copies;
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| d. |
That the facts as we understand them and as described in this opinion are true and correct as at the date of this opinion; and
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| e. |
That the resolution referred to in sub-clause 2. d above, was duly convened and held, that those present at any such meetings acted bona fide throughout, that was duly passed
and that no further resolutions have been passed, or corporate or other action taken which would or might alter the effectiveness thereof, and that as at the date of this opinion the resolutions have not been repealed or amended;
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| f. |
The legal capacity of natural persons;
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| g. |
The validity and enforceability of any documents regulated by any law other than the laws of Malta;
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| h. |
That no other person has been appointed by the Board of Directors to represent the Company in a particular case or cases or classes of cases, as at the date of this opinion.
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| 6. |
Opinion
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| a. |
As appears from the Certificate of Registration, the Company is duly registered with the Malta Business Registry as a single member, private company in accordance with the
Laws of Malta with the name Fareastern Shipping Limited and company registration number C 52103 and is regulated by the Merchant Shipping (Shipping Organisations—Private Companies) Regulations, 2004.
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| b. |
The authorised share capital of the Company is that of one thousand five hundred Euros (€1,500) divided into one thousand five hundred (1,500) ordinary shares of Euro one (€1)
each. The issued share capital of the Company is that of one thousand two hundred Euros (€1,200) divided into one thousand two hundred (1,200) ordinary shares of Euro one (€1) each, out of which twenty per centum (20%) has been paid up.
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| c. |
As appears from the certificate of Good Standing and the search conducted at the Malta Business Registry, the current director of the Company is Direct Point Limited with
company registration number C46240, of 12th Floor, Standard Chartered Tower, 19 Bank Street, Cybercity, Ebene, Mauritius;
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| d. |
As appears from clause 8 of the Company’s Memorandum of Association, the legal representation of the Company is vested in any one director of the Company or in any person or
persons which the Board of Directors may from time to time nominate and appoint to represent the Company for any purpose. Any one director may appoint any person whether a director or not as the Company’s attorney with full power of
substitution and delegation to enter into any agreement, whether by public deed or by private writing, or instrument on behalf of the Company, and to sign and execute any documents on behalf of the Company. Moreover, any Power of Attorney
signed and executed by any one director or by any person authorised by the Board of Directors for this purpose shall be considered as executed by the Company.
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| e. |
As appears from the Good Standing certificate issued by the Malta Business Registry dated 21 July 2020, the Company is still constituted and registered as a limited liability
company under the laws of Malta, and is in good standing as at the date of the Good Standing Certificate;
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| f. |
The Company is duly incorporated and validly existing in good standing under the laws of the Republic of Malta and has the power to carry on its objects as contemplated under
the Memorandum and Articles of Association of the Company. Subject to the Company’s Memorandum the main activity of the Company is to buy or acquire on any title, sell, operate, charter on a bareboat or on a fully equipped basis or exchange,
administer and manage ships, yachts, boats and any other vessel. Subject to its Memorandum and as long as all regulatory requirements subject to Maltese legislation, if necessary, have been met the Company may inter alia guarantee and/or undertake the repayment of indebtedness of any person, corporation or firm of any kind, whether associated to or forming part of the same
group as the Company or not, although not in furtherance of its corporate purpose and although not for the direct or indirect benefit of the Company, and to secure such guarantee and/or undertaking by a mortgage, charge, hypothec pledge or
the creation of a security interest in or over the Company’s vessels or sea-craft and/or the whole or any part of the corporate assets or property or any interest therein wherever situated, and also carry on of all ancillary financial,
security and commercial activities in connection therewith;
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| g. |
The Company has the necessary corporate power to enter into and perform its obligations under the Registration Statement and subject to clause 2.d of this opinion all
necessary corporate authorities have been issued to authorise the filing of the Registration Statement with the U.S. Securities and Exchange Commission;
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| h. |
The Subsidiary Guarantee constitutes valid and legally binding obligation of the Company enforceable in accordance with its respective terms and the Laws of Malta.
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| 7. |
Reliance
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| a. |
This opinion is limited to the laws of Malta as at the date hereof and is given on the basis of our knowledge of that law as of that date. We do not assume any obligation to
advise any person entitled to rely on this opinion of any subsequent change in, or in the interpretation of, the laws of Malta or if we become aware of any facts or circumstances that might change the opinion expressed herein after the date
hereof. We express no opinion on the law of any jurisdiction other than Malta and with respect to the laws of any country which may apply.
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| b. |
This opinion is strictly limited to the matters stated in it and does not apply by implication or otherwise to any other matters.
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| c. |
Seward & Kissel LLP of One Battery Park Plaza, New York, NY 10004, may rely on this opinion as if it were addressed and had been delivered by us to it on the date hereof.
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| 8. |
Consent
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| a. |
We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Registration
Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange
Commission promulgated thereunder.
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