We have acted as United States counsel to Pangaea Logistics Solutions Ltd. (the "Company"), in connection with the Company's registration statement on Form S-3 (the "Registration Statement"), as filed on the date hereof with the U.S. Securities and Exchange Commission (the "Commission"), and as thereafter amended or supplemented (the "Registration Statement"), relating to the registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), of the resale of up to an aggregate of 18,359,342 shares of common stock, $0.0001 per share, of the Company (the "Shares"), to be offered by a selling shareholder named therein (the "Selling Shareholder").
In formulating our opinion, we have examined such documents as we have deemed appropriate, including the Registration Statement and the prospectus contained therein (the "Prospectus"). We have also obtained such additional information as we have deemed relevant and necessary from representatives of the Company.
Based on the facts as set forth in the Company's annual report on Form 10-K/A for the fiscal year ended December 31, 2023 (the "Annual Report"), which is incorporated by reference into the Registration Statement, and in particular, on the representations, covenants, assumptions, conditions and qualifications described in the section entitled "Taxation" under Item 1 of the Annual Report, we hereby confirm that the opinions of Seward & Kissel LLP with respect to United States federal income tax matters expressed in the Annual Report in the section entitled "Item 1. Taxation" are our opinions and accurately state our views as to the tax matters discussed therein.
Our opinions are based on the current provisions of the U.S. Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service, which may be cited or used as precedents, and case law, any of which may be changed at any time with retroactive effect. No opinion is expressed on any matters other than those specifically referred to above.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us in the Registration Statement, including by reference to the Company's Annual Report, without admitting we are "experts" within the meaning of the Securities Act or the rules and regulations of Commission promulgated thereunder with respect to any part of the Registration Statement.
