Exhibit 5.1
8 August 2013
Tsakos Energy Navigation Limited
367 Syngrou Avenue
175 64 P. Faliro
Athens
Greece
Dear Sirs,
Re:Tsakos Energy Navigation Limited (the “Company”)
We have acted as special Bermuda legal counsel to the Company in connection with an effective registration statement on form F-3 (Registration No.333-184042) filed with the U.S. Securities and Exchange Commission (the “Commission”) on30 October 2012 (the “RegistrationStatement”, 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 “SecuritiesAct”) of up to US$300,000,000 of securities, including common shares, par value US$1.00 (“Common Shares”),of which 4,000,000 Common Shares (the “Offered Shares”) are to be offered and sold by the Company from time to time in accordance with the terms of the Distribution Agency Agreement, dated as of August 8, 2013, by and between the Company and Jefferies LLC (the “Distribution Agency Agreement”) and as described in the prospectus supplement dated August 8, 2013 (the “Prospectus Supplement”) and the accompanying prospectus dated October 30, 2012 (such documents, collectively, the “Prospectus”) that form part of the Registration Statement.
For the purposes of giving this opinion, we have examined a copy of each of the Registration Statement, the Prospectus and the Distribution Agency Agreement. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company, written resolutions of its directors dated 8 August 2013 (together, the “Resolutions”) and 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.
We have assumed (a) 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 authenticity and completeness of the originals from which such copies were taken, (b) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (c) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (d) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions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, and (e) that upon issue of any shares to be sold by the Company the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof.
We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. 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. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Offered Shares by the Company and is not to be relied upon in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion that:
1. | The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda). |
2. | When issued and paid for as contemplated by the Registration Statement, the Offered Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares). |
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 a 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