Exhibit 5.1
KRAMER LEVIN NAFTALIS & FRANKEL LLP
June 29, 2010
General Maritime Corporation
299 Park Avenue
New York, NY 10171
Ladies and Gentlemen:
We have acted as United States counsel to General Maritime Corporation, a company organized under the laws of the Republic of the Marshall Islands (the “Company”), in connection with the Registration Statement on Form S-4, as amended (File No. 333-166280) (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission, pursuant to which the Company is registering (i) $300,000,000 aggregate principal amount of its 12% Senior Notes due 2017 (the “Series B Notes”) to be exchanged for the Company’s outstanding notes bearing substantially identical terms and in like principal amount (the “Series A Notes”) in a registered exchange offer as contemplated by the Registration Statement (the “Exchange Offer”) and (ii) the guarantees (the “Subsidiary Guarantees”) of each of the subsidiary guarantors listed on Schedule I hereto (the “Subsidiary Guarantors”) of the Series B Notes. The Series A Notes were issued, and the Series B Notes will be issued, under an Indenture dated as of November 12, 2009, among the Company, the Subsidiary Guarantors parties thereto and The Bank of New York Mellon, as trustee (the “Indenture”).
We have made such inquiries and reviewed such documents and records as we have deemed necessary or appropriate as a basis for our opinion. As to factual matters only, we have also relied upon the statements, representations and certificates of officers or other representatives of the Company and GMR Chartering LLC, a New York limited liability company (the “U.S. Subsidiary”), public officials and others. We have not independently verified the facts so relied on.
Based on the foregoing, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that when the Series B Notes and the Subsidiary Guarantees have been duly executed, authenticated, issued and delivered in accordance with the terms and conditions of the Exchange Offer and the Indenture, (i) the Series B Notes will be legally issued and constitute binding obligations of the Company, and (ii) the Subsidiary Guarantee of each Subsidiary Guarantor will be legally issued and constitute the binding obligation of such Subsidiary Guarantor.
In rendering this opinion, we have assumed that the Indenture has been duly authorized by the Trustee, and constitutes the binding obligation of the Trustee. As to the due authorization by the Company of the Indenture and the Series B Notes and the due authorization by each Subsidiary Guarantor other than the U.S. Subsidiary of the Indenture and the Subsidiary Guarantees, we have examined and relied upon (i) the legal opinion, dated as of June 29, 2010, of Reeder & Simpson P.C., Marshall Islands counsel to the Company, (ii) the legal opinion, dated as of June 29, 2010, of George E. Henries, Esq., Liberia counsel to the Company, (iii) the legal opinion, dated as of June 29, 2010, of Conyers, Dill & Pearman Limited, Special Bermuda counsel to the Company, (iv) the legal opinion, dated as of June 29, 2010, of Allen and Gl edhill LLP, Singapore counsel to the Company, (v) the legal opinion, dated as of June 29, 2010, of Albuquerque & Associados, Portugal counsel to the Company, and (vi) the legal opinion, dated as of June 29, 2010, of Goltsblat BLP, Russia counsel to the Company.
1177 Avenue of the Americas New York NY 10036-2714 Phone 212.715.9100 Fax 212.715.8000 www.kramerlevin.com
also at 47 Avenue Hoche 75008 Paris France
KRAMER LEVIN NAFTALIS & FRANKEL LLP
General Maritime Corporation
June 29, 2010
Page 2
We express no opinion as to any laws other than the laws of the State of New York and the federal laws of the United States of America (the “Relevant Laws”).
The opinions expressed herein are based upon the Relevant Laws and interpretations thereof in effect on the date hereof, and the facts and circumstances in existence on the date hereof, and we assume no obligation to revise or supplement this opinion letter should any such law or interpretation be changed by legislative action, judicial decision or otherwise or should there be any change in such facts or circumstances.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.
Very truly yours, | |
/s/ Kramer Levin Naftalis & Frankel LLP |
General Maritime Corporation
June 29, 2010
Page 3
Schedule I
Subsidiary Guarantors | State or Other Jurisdiction of Incorporation | |
General Maritime Subsidiary Corporation | Marshall Islands | |
General Maritime Management LLC | Marshall Islands | |
General Maritime (Portugal) LLC | Marshall Islands | |
General Maritime (Portugal) Limitada | Portugal | |
General Maritime Crewing Pte. Ltd. | Singapore | |
Limited “General Maritime Crewing” (Russia Corporation) | Russia | |
GMR Agamemnon LLC | Liberia | |
GMR Ajax LLC | Liberia | |
GMR Alexandra LLC | Marshall Islands | |
GMR Argus LLC | Marshall Islands | |
GMR Chartering LLC | New York | |
GMR Constantine LLC | Liberia | |
GMR Daphne LLC | Marshall Islands | |
GMR Defiance LLC | Liberia | |
GMR Elektra LLC | Marshall Islands | |
GMR George T LLC | Marshall Islands | |
GMR Gulf LLC | Marshall Islands | |
GMR Harriet G. LLC | Liberia | |
GMR Hope LLC | Marshall Islands | |
GMR Horn LLC | Marshall Islands | |
GMR Kara G LLC | Liberia | |
GMR Minotaur LLC | Liberia | |
GMR Orion LLC | Marshall Islands | |
GMR Phoenix LLC | Marshall Islands | |
GMR Princess LLC | Liberia | |
GMR Progress LLC | Liberia | |
GMR Revenge LLC | Liberia | |
GMR St. Nikolas LLC | Marshall Islands | |
GMR Spyridon LLC | Marshall Islands | |
GMR Strength LLC | Liberia |
General Maritime Corporation
June 29, 2010
Page 4
Arlington Tankers Ltd. | Bermuda | |
Vision Ltd. | Bermuda | |
Victory Ltd. | Bermuda | |
Companion Ltd. | Bermuda | |
Compatriot Ltd. | Bermuda | |
Concord Ltd. | Bermuda | |
Consul Ltd. | Bermuda | |
Concept Ltd. | Bermuda | |
Contest Ltd. | Bermuda |
General Maritime Subsidiary II Corporation | Marshall Islands | |
GMR Atlas LLC | Marshall Islands | |
GMR Hercules LLC | Marshall Islands | |
GMR Maniate LLC | Marshall Islands | |
GMR Poseidon LLC | Marshall Islands | |
GMR Spartiate LLC | Marshall Islands | |
GMR Ulysses LLC | Marshall Islands | |
GMR Zeus LLC | Marshall Islands |