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Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
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TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
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901 K STREET, NW
WASHINGTON, DC 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
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| 1. |
Under the laws of the Republic of the Marshall Islands, the Company is validly existing.
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| 2. |
Under the laws of the Republic of the Marshall Islands, the Common Shares, Preferred Shares, and any Common Shares or Preferred Shares underlying Warrants, Units or Rights,
constituting the Securities have been duly authorized, and when issued, sold and paid for as contemplated in the Prospectus, the Common Shares and Preferred Shares will be validly issued, fully paid and non-assessable.
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| 3. |
Under the laws of the Republic of the Marshall Islands, with respect to the Warrants, Rights and Units (together, the “Subscription Securities”), when (i) the Company has
taken all necessary action to approve the issuance and terms of such Subscription Securities, the terms of the offering and related matters, (ii) such Subscription Securities shall have been duly authorized and executed by the parties
thereto other than the Company and shall be a valid and binding obligation of such parties, enforceable against such parties in accordance with its terms, and (iii) the Subscription Securities have been issued, executed and delivered in
accordance with the terms of the applicable warrant agreement, rights agreement or similar agreement approved by the Company and as contemplated in the Prospectus or prospectus supplement related thereto, and upon payment of the
consideration therefor, if any, provided for therein and in any applicable definitive purchase agreement, underwriting agreement or similar agreement approved by the Company, then the Subscription Securities 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.
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| 4. |
Under the laws of the Republic of the Marshall Islands, with respect to the Debt Securities, when (i) the applicable indenture relating to such Debt Securities (the
“Indenture”) has been duly qualified and the Company has taken all necessary action to approve the issuance and terms of the Debt Securities and the terms of the offering thereof and related matters and the Debt Securities have been duly
executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and the other applicable agreements approved by the Company and as contemplated in the Prospectus or prospectus supplement related thereto, and
upon payment of the consideration thereof or provided for therein, and (ii) such Debt Securities shall have been duly authorized and executed by the parties thereto other than the Company and shall be a valid and binding obligation of such
parties, enforceable against such parties in accordance with its terms, the Debt Securities will be legally issued and will constitute valid and legally binding obligations of the Company, enforceable against 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.
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Very truly yours,
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/s/ Seward & Kissel LLP
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