Exhibit 5.2
REEDER & SIMPSON P.C.
Attorneys-at-Law
RRE Commercial Center
Ace Building, Suite 205
1 Main Road
Majuro, Marshall Islands MH 96960
July 20, 2012
Navios Maritime Holdings Inc.
85 Akti Miaouli Street
Piraeus, Greece 185 38
Dear Sirs:
Re:NAVIOS MARITIME HOLDINGS INC.
We are licensed to practice law in the Republic of the Marshall Islands and Liberia and are members in good standing of the Bar of the Marshall Islands and of Liberia.
We have acted as counsel to Navios Maritime Holdings Inc., a Marshall Islands corporation (the “Company”) and the Covered Guarantors (as defined below) on matters of Marshall Islands and Liberian law in connection with the offer by the Company and Navios Maritime Finance (US) Inc., a Delaware corporation (“NMFI” and together with the Company, the “Co-Issuers”) to exchange up to US$88,000,000 in aggregate principal amount of the Co-Issuers new 8 7/8% First Priority Ship Mortgage Notes due 2017 (the “Exchange Notes”) which are being registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its 8 7/8% First Priority Ship Mortgage Notes due 2017 (the “Outstanding Notes”) in each case pursuant to the Registration Statement on Form F-4 filed with the Securities and Exchange Commission (the “Registration Statement”). The Outstanding Notes and the Exchange Notes are collectively referred to herein as the “Notes.” As used herein, the “Covered Guarantors” means the Guarantors listed on Schedule I hereto.
In connection herewith we have examined originals or copies of:
1. | the Indenture dated November 2, 2009 by and among the Co-Issuers, the guarantors party thereto and Wells Fargo Bank N.A., as trustee and collateral trustee with respect to the 8 7/8% First Priority Ship Mortgage Notes due 2017 as supplemented from time to time (the “Indenture”); |
2. | the Notes; and |
3. | the Notations of Guarantee (as defined in the Indenture). |
The documents referred to in Items 1, 2 and 3 above are referred to herein as the “Documents.”
We have also examined and relied upon originals, or copies certified to our satisfaction, of all such records, documents, certificates of officers of the Company, the Covered Guarantors and of public officials and such other instruments, and made such other inquiries, as, in our judgment, are necessary or appropriate to enable us to render the opinion expressed below.
As to questions of fact material to this opinion, we have, with your approval, where relevant facts were not independently established, relied upon, among other things, the representations made in the Documents and certificates of officers of the Company and the Covered Guarantors.
For the purpose of this opinion, we have further assumed:
(a) the power, authority and legal right of all parties to the Documents to enter into and to perform their respective obligations thereunder and that the Documents have been duly authorized, executed and delivered by each such party (in each case, other than the Company and the Covered Guarantors);
(b) the genuineness of all signatures on all documents and the completeness, and the conformity to original documents, of all copies submitted to us;
(c) the due compliance of each of the Documents with all matters of, and the validity and enforceability thereof under, all such laws as govern or relate to it (other than the laws of the Republic of the Marshall Islands and Liberia as to which we are opining);
(d) that each of the parties to the Documents (other than the Company and the Covered Guarantors) has duly and validly executed and delivered the Documents to which it is a party and has complied with all legal requirements pertaining to its status as such status relates to its rights to seek benefits of and enforce the Documents against the Company or the Covered Guarantors, as the case may be; and
(e) that any required consents, licenses, permits, approvals, exemptions, qualifications or authorizations of or by, and any required registrations or filings with, any governmental authority or regulatory body of any jurisdiction other than the Republic of the Marshall Islands and Liberia in connection with the transactions contemplated by the Documents have been duly obtained or made.
Based upon and subject to the foregoing and having regard to legal considerations we deem relevant, we are of the opinion that, insofar as the laws of the Republic of the Marshall Islands or Liberia, as the case may be, are concerned:
(i) Each of the Company and each Covered Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Republic of Marshall Islands or Liberia, as the case may be.
(ii) Each of the Company and each Covered Guarantor has full power, authority and legal right to execute, deliver and perform its obligations under the Documents to which it is a party.
(iii) Each of the Company and each Covered Guarantor has duly authorized, executed and delivered the Documents to which it is a party.
(iv) No consent, approval, license or exemption by, order or authorization of, or filing, recording or registration with, any governmental authority is required to be obtained or made by the Company or any Covered Guarantor under the laws of the Republic of the Marshall Islands or Liberia, as the case may be, in connection with its execution and delivery of the Documents to which it is a party or the performance by it of its obligations thereunder other than those that have been obtained or made.
(v) The execution, delivery and performance of the Documents to which each of the Company and each Covered Guarantor is a party does not and will not result in any violation of the provisions of the charter or bylaws of the Company or the Covered Guarantors, as applicable, or any applicable Marshall Islands or Liberian law, statute, rule, regulation, judgment, order, writ or decree, known to us, of any Marshall Islands or Liberian government, government instrumentality or court.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is included in the Registration Statement. In giving this 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. Furthermore, Fried, Frank, Harris, Shriver & Jacobson LLP may rely on this opinion, as if it were addressed to them, in rendering their opinion that is filed as Exhibit 5.1 to the Registration Statement.
Yours faithfully,
/s/ Raymond E. Simpson
REEDER & SIMPSON P.C.
Schedule I
Corporation | Jurisdiction | |
Achilles Shipping Corporation | Marshall Islands | |
Aegean Shipping Corporation | Marshall Islands | |
Anemos Maritime Holdings Inc. | Marshall Islands | |
Apollon Shipping Corporation | Marshall Islands | |
Arc Shipping Corporation | Marshall Islands | |
Astra Maritime Corporation | Marshall Islands | |
Beaufiks Shipping Corporation | Marshall Islands | |
Mauve International S.A. | Marshall Islands | |
Corsair Shipping Ltd. | Marshall Islands | |
Ducale Marine Inc. | Marshall Islands | |
Ginger Services Co. | Marshall Islands | |
Herakles Shipping Corporation | Marshall Islands | |
Highbird Management Inc. | Marshall Islands | |
Hios Shipping Corporation | Marshall Islands | |
Horizon Shipping Enterprises Corporation | Marshall Islands | |
Ionian Shipping Corporation | Marshall Islands | |
Kleimar Ltd. | Marshall Islands | |
Cinthara Shipping Ltd. | Marshall Islands | |
Kypros Shipping Corporation | Marshall Islands | |
Magellan Shipping Corporation | Marshall Islands | |
Mercator Shipping Corporation | Marshall Islands | |
Meridian Shipping Enterprises Inc. | Marshall Islands | |
Navimax Corporation | Marshall Islands | |
Navios Corporation | Marshall Islands | |
Navios Handybulk Inc. | Marshall Islands | |
Navios International Inc. | Marshall Islands | |
Navios Shipmanagement Inc. | Marshall Islands, | |
Nostos Shipmanagement Corp. | Marshall Islands | |
Tulsi Shipmanagement Co. | Marshall Islands |
Corporation | Jurisdiction | |
Solange Shipping Ltd. | Marshall Islands | |
Pharos Navigation S.A. | Marshall Islands | |
Portorosa Marine Corp. | Marshall Islands | |
Primavera Shipping Corporation | Marshall Islands | |
Pueblo Holdings Ltd. | Marshall Islands | |
Quena Shipmanagement Inc. | Marshall Islands | |
Red Rose Shipping Corp. | Marshall Islands | |
Rheia Associates Co. | Marshall Islands | |
Rowboat Marine Inc. | Marshall Islands | |
Rumer Holding Ltd. | Marshall Islands | |
Shikhar Ventures S.A. | Liberia | |
Sizzling Ventures Inc. | Liberia | |
Star Maritime Enterprises Corporation | Marshall Islands | |
Mandora Shipping Ltd | Marshall Islands | |
Taharqa Spirit Corp. | Marshall Islands | |
Vector Shipping Corporation | Marshall Islands | |
Aquis Marine Corp. | Marshall Islands | |
Navios Tankers Management Inc. | Marshall Islands | |
Serenity Shipping Enterprises Inc. | Marshall Islands | |
Rawlin Services Company | Marshall Islands | |
Aramis Navigation Inc. | Marshall Islands | |
Faith Marine Ltd. | Liberia |