Exhibit 5.1
REEDER & SIMPSON, P.C.
ATTORNEYS AT LAW
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P.O. Box 601 RRE Commercial Center Majuro, MH 96960 - Marshall Islands | | RMI Tel.: +692-625-3602 Honolulu Tel.: +808-352-0749 Email:dreeder.rmi@gmail.com |
April 30, 2020
Navios Maritime Partners L.P.
7, Avenue de Grande Bretagne, Office 11B2
MC 98000 Monaco
Re: | Navios Maritime Partners L.P. Registration Statement on FormF-3 |
Ladies and Gentlemen:
We have acted as special Marshall Islands counsel to Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “Partnership”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission of a Registration Statement on FormF-3 (the “Registration Statement”), pursuant to which the Partnership is registering under the Securities Act of 1933, as amended (the “SecuritiesAct”), the following:
| (i) | common units, representing limited partnership interests (“Common Units”); and |
| (ii) | debt securities (the “Debt Securities”), |
some or all of which may be issued, in any combination of the above, from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, at an aggregate public offering price not to exceed $500,000,000. The Common Units and the Debt Securities are collectively referred to herein as the “Offered Securities.”
The Debt Securities may be issued pursuant to an Indenture between the Partnership and a trustee to be named in such Indenture (the “Indentures”).
In connection with this opinion, we have examined such documents as may be required to issue this opinion including the Partnership’s operational documentation and certain resolutions adopted by the Partnership’s Board of Directors (the “Board of Directors”) relating to the registration of the Offered Securities and such other documents or records of the proceedings of the Partnership as we have deemed relevant, and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion:
| 1. | With respect to the Common Units, including those duly issued upon due conversion or exchange of any Debt Securities, when (i) specifically authorized for issuance by the Partnership’s Board of Directors or an authorized committee thereof (the “Common Units Authorizing Resolutions”), (ii) the Registration Statement has become effective under the Securities Act, (iii) the terms of the sale of the Common Units have been duly established in conformity with the Partnership’s Third Amended and Restated Agreement of Limited Partnership of the Partnership (the “PartnershipAgreement”) and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Partnership and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Partnership, (iv) the Common Units have been issued and sold as contemplated by the Registration Statement, and (v) the Partnership has received the consideration provided for in the Common Units Authorizing Resolutions, the Common Units will be validly issued, fully paid andnon-assessable. |