Exhibit 5.1
&# 160; Ref. 29404.0024
March 19th, 2009
By Email and by Hand
Ship Finance International Limited
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM 08
Bermuda
Dear Sirs,
Ship Finance International Limited
Registration Statement on Form F-3
1. Subject of Opinion
We have acted as special legal counsel in Bermuda as to matters of Bermuda law to Ship Finance International Limited, a company organized under the laws of Bermuda (the “Company”), and in such capacity we have assisted in the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form F-3 (the “Registration Statement”) in relation to the registration of up to $500,000,000 in securities which may include common shares, preferred shares, debt securities, guarantees, warrants, purchase contracts and units (the “Securities”).
2. Documents Examined
For the purposes of this opinion we have examined and relied upon the following (collectively, the “Documents”):
2.1. a copy of the draft Registration Statement;
Ship Finance International Limited (the "Company")
Re: Form F-3 Replacement Registration Statement
March 19th, 2009
Page 2
2.2. a copy of the following documents for the Company, as certified by the Secretary thereof on 5 December 2008:
(a) Certificate of Incorporation;
(b) Memorandum of Association;
(c) Certificate of Deposit of Memorandum of Increase of Share Capital;
(d) Bye-laws;
(e) Register of Directors and Officers; and
(f) Register of Members.
2.3. a Bring-Down Certificate dated 19 March 2009 and issued by the Secretary of the Company certifying that the items certified as true by the Secretary on 5 December 2008 and referred to at item 2.2 of this opinion have not been amended or rescinded and remain in full force and effect as of the date hereof;
2.4. a Certified Resolution passed by the Board of Directors of the Company on 24 February 2009 and certified as true by the Secretary thereof on 19 March 2009 (the “Resolutions”);
2.5. a Certificate of Compliance issued by the Bermuda Registrar of Companies (“ROC”) in respect of the Company dated 19 March 2009; and
2.6. such other documents as we have deemed necessary in order to render this opinion.
3. Searches
We have also relied upon our searches of the documents of public record relating to the Bermuda Companies maintained by the ROC and on our search of the Cause Book maintained by the Registrar of the Supreme Court of Bermuda made on 19 March 2009 (the “Searches”).
Ship Finance International Limited (the "Company")
Re: Form F-3 Replacement Registration Statement
March 19th, 2009
Page 3
4. Opinion Limited to Bermuda Law
We have made no investigation of the laws of any jurisdiction other than Bermuda and this opinion is given only with respect to Bermuda law as applied by the Courts of Bermuda as at the date hereof. This opinion is limited to the matters stated herein and no opinion is to be implied or may be inferred beyond the matters expressly stated herein.
5. Assumptions
In giving this opinion we have assumed:
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;
5.2. the genuineness of all seals, signatures and markings on the Documents;
5.3. the authority, capacity and power of each of the persons signing the Documents (other than the Company);
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;
5.5. 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;
5.6. 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;
Ship Finance International Limited (the "Company")
Re: Form F-3 Replacement Registration Statement
March 19th, 2009
Page 4
5.7. 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 or on the Cause Book at the time of the Searches;
5.8. that no litigation, administrative or other proceeding of or before any governmental authority of Bermuda is pending against or affecting the Company;
5.9. 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;
5.10. that the Resolutions certified as being true and accurate and provided to us in connection with the giving of this opinion were duly passed by the duly appointed directors of the Company at meetings which were duly convened and at which a duly constituted quorum was present and voting throughout and that any provisions contained in the Companies Act 1981 (the “Act”) or the Bye-laws of the Company relating to the declaration of directors’ interests were duly observed and that such resolutions have not been amended or rescinded and are in full force and effect;
5.11. the Registration Statement, when filed with the Securities and Exchange Commission, will not differ in any material way from the draft of the Registration Statement which we have examined for the purposes of this opinion; and
5.12. the Resolutions represent the only Board action taken with respect to the Securities and there will be no amendment or addendum to or repeal of the Resolutions before the Securities are issued.
6. Opinion
Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:
Ship Finance International Limited (the "Company")
Re: Form F-3 Replacement Registration Statement
March 19th, 2009
Page 5
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. In this opinion, the expression “in good standing” means having paid all fees and taxes required by laws of Bermuda in order to maintain the valid existence of the Company pursuant to such laws.
6.2. The Securities have been duly authorised, and when issued, sold and paid for as contemplated in conformity with the Resolutions and the prospectus included in the Registration Statement or any prospectus supplement will be validly issued, fully paid and non-assessable when issued and delivered against payment therefore provided that the total number of shares to be issued as part of the Securities (including shares that could be issued following the conversion of any of the Securities that are convertible into shares) shall not exceed the then authorised and unissued capital.
7. Reservations
We have the following reservations:
7.1. we have relied upon searches of public records on file at the offices of the ROC and the Registry of the Supreme Court of Bermuda but we note that the records disclosed by those searches may not be complete or up to date;
7.2. any reference in this opinion to securities being “non-assessable” means, in relation to fully-paid securities of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of securities, that: no security holder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their securities, to satisfy claims of creditors of the Company, or otherwise; and no security holder 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 security holder, if and so far as the alteration requires him to take, or subscribe for additional securities, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company; and
Ship Finance International Limited (the "Company")
Re: Form F-3 Replacement Registration Statement
March 19th, 2009
Page 6
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.
8. Disclosure
This opinion is addressed to the Company and, save as referred to herein, is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose, nor quoted, nor referred to in any public document, nor filed with any governmental agency or person without our prior written consent, except as may be required by law.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm, under the captions “Legal Opinions” in the prospectus attached thereto, without admitting that we are “experts”, within the meaning of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder, with respect to any part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under section 7 of the Securities Act.
This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect to it in any jurisdiction other than Bermuda. Further, this opinion speaks as of its date and is strictly limited to the matters stated in it and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change.
Yours faithfully,
MELLO JONES & MARTIN