Bermuda Office
Appleby (Bermuda)
Limited
Canon’s Court
22 Victoria Street
PO Box HM 1179
Hamilton HM EX
Bermuda
Tel +1 441 295 2244
applebyglobal.com
Appleby (Bermuda) Limited (the Legal Practice) is a limited liability company incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009. “Partner” is a title referring to a director, shareholder or an employee of the Legal Practice. A list of such persons can be obtained from your relationship partner.
Exhibit 5.1
Triton International Limited Victoria Place, 5th Floor 31 Victoria Street Hamilton HM 10 Bermuda | Email spenrose@applebyglobal.com
Direct Dial +1 441 298 3286 Tel +1 441 295 2244 Fax +1 441 292 8666 |
Your Ref
Appleby Ref 004096.0195/SP/KB
26 November 2024
Dear Sirs
TRITON INTERNATIONAL LIMITED (COMPANY)
We act as special legal counsel in Bermuda to the Company. The Company has requested that we provide this opinion in connection with the preparation and filing of a registration statement on Form F-3 (Registration Statement), with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (Securities Act), and the rules and regulations promulgated thereunder, for the registration of the issuance and sale of preference shares in multiple series with a par value of $0.01 each (Preference Shares).
For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (Documents) together with such other documentation as we have considered requisite to this opinion.
| 1. | ASSUMPTIONS |
In stating our opinion we have assumed:
| 1.1 | the authenticity, accuracy and completeness of all Documents and other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies; |
| 1.2 | that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent; |
| 1.3 | the genuineness of all signatures on the Documents; |
| 1.4 | the authority, capacity and power of each of the persons signing the Documents; |
Bermuda ● British Virgin Islands ● Cayman Islands ● Guernsey ● Hong Kong ● Isle of Man ● Jersey ● London ● Mauritius ● Seychelles ● Shanghai ● Zurich
| 1.5 | that any representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is true, accurate and complete; |
| 1.6 | that each Director of the Company, when the Board of Directors of the Company passed the Resolutions, discharged his fiduciary duty owed to the Company and acted honestly and in good faith with a view to the best interests of the Company; |
| 1.7 | that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by the issuance of the Preference Shares or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation to be performed or action to be taken as described in the Registration Statement is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction; and |
| 1.8 | that (i) all interests of the directors of the Company on the subject matter of the Resolutions, if any, were declared and disclosed in accordance with the law and Constitutional Documents; (ii) the Resolutions have not been revoked, amended or superseded, in whole or in part, and remain in full force and effect at the date of this opinion; (iii) the directors of the Company have concluded that the entry by the Company into any documents approved by the Resolutions and the transactions contemplated thereby are bona fide in the best interests of the Company and for a proper purpose of the Company; and (iv) there is no matter affecting the authority of the Directors to effect the issuance of the Preference Shares, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein. |
| 2. | OPINION |
Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:
| 2.1 | The Company is an exempted company limited by shares duly incorporated and existing under the laws of Bermuda. The Company possesses the capacity to sue and be sued in its own name and is in good standing under the laws of Bermuda. |
| 2.2 | When duly issued and paid for pursuant to and in accordance with the terms of the Resolutions, and delivered against payment therefore in the circumstances referred to or summarised in the Registration Statement, the Preference Shares will be validly issued, fully paid, non-assessable shares of the Company. |
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Bermuda ● British Virgin Islands ● Cayman Islands ● Guernsey ● Hong Kong ● Isle of Man ● Jersey ● London ● Mauritius ● Seychelles ● Shanghai ● Zurich
| 3. | RESERVATIONS |
We have the following reservations:
| 3.1 | We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the Courts of Bermuda at the date hereof. |
| 3.2 | In paragraph 2.1 above, the term “good standing” means that the Company has received a Certificate of Compliance from the Registrar of Companies indicating that it has neither failed to make any filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax, which might make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda. |
| 3.3 | Any reference in this opinion to shares being “non-assessable” shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between such Company and the holder of shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company. |
| 4. | DISCLOSURE |
This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, quoted or otherwise relied on for any other purpose. We consent to the filing of this opinion as an exhibit to the Registration Statement of the Company and to the references to Appleby (Bermuda) Limited’s name under the captions “Legal Matters” and “Enforcement of Civil Liabilities” in the proxy statement/prospectus forming part of the Registration Statement.
This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.
Yours faithfully
/s/ Appleby (Bermuda) Limited
Appleby (Bermuda) Limited
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Bermuda ● British Virgin Islands ● Cayman Islands ● Guernsey ● Hong Kong ● Isle of Man ● Jersey ● London ● Mauritius ● Seychelles ● Shanghai ● Zurich
SCHEDULE
| 1. | Certified copies of the Certificate of Incorporation, Memorandum of Association and Bye-Laws of the Company (collectively referred to as the Constitutional Documents). |
| 2. | Copies of the unanimous written resolutions of the Board of Directors of the Company effective on 24 November 2024 and the unanimous written resolutions of the common shareholder of the Company effective on 24 November 2024 (Resolutions). |
| 3. | A certified copy of the “Foreign Exchange Letter” issued by the Bermuda Monetary Authority in relation to the Company. |
| 4. | A certified copy of the “Tax Assurance”, issued by the Registrar of Companies for the Minister of Finance in relation to the Company. |
| 5. | A Certificate of Compliance, dated 25 November 2024, issued by the Registrar of Companies in respect of the Company. |
| 6. | A scanned copy of a Registration Statement on Form F-3 as filed with the SEC on 26 November 2024. |
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Bermuda ● British Virgin Islands ● Cayman Islands ● Guernsey ● Hong Kong ● Isle of Man ● Jersey ● London ● Mauritius ● Seychelles ● Shanghai ● Zurich
