Exhibit 5.01
REEDER & SIMPSON P.C.
Attorneys-at-Law
| RRE Commercial Center | Raymond E. Simpson Law Offices | ||
| Ace Building, Suite 205 | 53 – 55 Akti Miaouli, 6th Floor | ||
| 1 Lagoon Drive | Piraues 183 45, Greece | ||
| Majuro, Marshall Islands MH 96960, | Telephone: | +30 210 429 3323 | |
| Telephone: | +692 625 3602 | Fax: | +30 210 429 3309 |
| Fax: | +692 625 3603 | E-mail: | simpson@otenet.gr |
| E-mail: | dreeder@ntamar.net | Mobile phone: | +30 6945 465 173 |
May 19, 2014
FreeSeas Inc.
10, Eleftheriou Venizelou Street (Panepistimiou Ave.)
106 71, Athens, Greece
| Re: | FreeSeas Inc. |
Ladies and Gentlemen:
We have acted as Marshall Islands counsel to FreeSeas Inc., a Marshall Islands corporation (the "Company"), in connection with the registration of up to $90,000,000 aggregate offering price of (i) Series D Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), (ii) common stock purchase warrants (the “Warrants”), (iii) shares of the Company’s common stock, par value $.001 per share, including the related preferred share purchase rights (the "Common Stock") issuable upon conversion of the Preferred Stock (the “Conversion Shares”) and (iv) shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), as described in the Company's Registration Statement on Form F-1 (the “Registration Statement”) as filed with the U.S. Securities and Exchange Commission (the "Commission") and as thereafter amended or supplemented.
We have examined copies, certified or otherwise identified to our satisfaction, of the following documents (together, the “Documents”): (i) the Registration Statement; (ii) the Company’s Amended and Restated Articles of Incorporation, as amended; (iii) the Company’s Amended and Restated By-laws, as amended; (iv) the unanimous written consent of the board of directors of the Company dated May 15, 2014; (v) the Shareholders Rights Agreement effective as of January 14, 2009 between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”); (vi) minutes of a meeting of the Board of Directors of the Company held on November 13, 2008; (vii) the form of certificate of designation for the Preferred Stock (the “Certificate of Designation”); (viii) the form of Warrant certificate; (ix) the form of Placement Agent Agreement in the form filed as Exhibit 10.78 to the registration statement (the “Placement Agreement”); and (x) all other documents as we have deemed necessary in order to render the opinions provided herein. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures, and the legal competence or capacity of persons or entities to execute and deliver such documents. As to questions of fact that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, officers and directors of the Company, and others, and have made no independent investigation, but have assumed that any representation, warranty or statement of fact or law, other than as to the laws of the Marshall Islands, made in any of the Documents is true, accurate and complete;
Based upon and subject to the foregoing, and having regard to such other legal considerations that we deem relevant, we are of the opinion that:
(a) when issued and delivered pursuant to the terms of the Placement Agreement against payment of the consideration therefor as provided therein, the Preferred Stock and Warrants will be duly authorized and validly issued, fully paid and nonassessable;
(b) when the Conversion Shares (including the related preferred share purchase rights) have been issued and delivered upon conversion of the Preferred Stock in accordance with the terms of the Certificate of Designation, the Conversion Shares will be validly issued, fully paid and nonassessable;
(c) when the Warrant Shares (including the related preferred share purchase rights) have been issued and delivered upon exercise of the Warrants in accordance with the terms of the Warrants, the Warrants Shares will be validly issued, fully paid and nonassessable; and
(d) Under the laws of the Republic of the Marshall Islands, the preferred share purchase rights constitute binding obligations of the Company in accordance with the terms of the Rights Agreement.
This opinion letter is limited to the laws of the Republic of the Marshall Islands, including the statutes and Constitution of the Republic of the Marshall Islands, as in effect on the date hereof and the reported judicial decisions interpreting such statutes and constitution.
We qualify our opinions set forth herein to the extent that (x) we express no opinion as to any law other than Marshall Islands law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except the Republic of the Marshall Islands; and (y) our opinions do not address any determination by a court of competent jurisdiction as to whether redemption or termination of the preferred share purchase rights may be required under applicable law, whether members of the Company’s Board of Directors have acted in a manner consistent with their fiduciary duties as required by applicable law in adopting the Rights Plan, or whether the validity of the Rights Agreement or the preferred share purchase rights would be affected by the invalidity of any provision thereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us under the headings “Legal Matters” in the Prospectus, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement.
| Very truly yours, | ||
| REEDER & SIMPSON P.C. | ||
| By | /s/ Raymond E. Simpson | |
