Exhibit 5.2
23 September 2024
Dynagas LNG Partners LP
Poseidonos Avenue & 2 Foivis Street
166 74 Glyfada, Athens, Greece
Re: Noteworthy Shipping Limited
We, Gauci-Maistre Xynou have acted as Maltese counsel to Dynagas LNG Partners LP (the “Partnership”) in respect of the legal personality and capacity of the Partnership’s subsidiary, i.e. Noteworthy Shipping Limited, a company incorporated under the laws of Malta on 24 February 2011 and changed its name from Fareastern Shipping Limited to Noteworthy Shipping Limited as from 12 September 2024, with company registration number C52103 and having its registered office at 147/1 St. Lucia Street, Valletta, VLT 1185, Malta (the “Company”), in connection with the filing of a Registration Statement on Form F-3 (such registration statement as amended or supplemented from time to time, the “Registration Statement”) (Registration No. 333-281195) with the U.S. Securities and Exchange Commission (the “Commission”) by the Partnership and certain of its subsidiaries identified therein (the “Subsidiary Guarantors”), which includes the Company, on 1 August 2024, and as amended on 23 September 2024. The Registration Statement is being filed pursuant the U.S. Securities Act of 1933, as amended (the “Act”) and relates to the offering of securities that may be issued and sold by the Partnership and the Subsidiary Guarantors from time to time pursuant to Rule 415 under the Act. Such securities include, among others, debt securities of the Partnership (“Debt Securities”) and guarantees of Debt Securities that are made by the Partnership and the Subsidiary Guarantors (the “Guarantees”).
The Debt Securities will be issued in one or more series pursuant to a Base Indenture (as defined below) to be entered into among the Partnership and a trustee to be named therein (the “Trustee”). Each such Base Indenture is to be supplemented, in connection with the issuance of each such series, by a supplemental indenture, or other writing thereunder, establishing the form and terms of such series (together with the applicable Base Indenture, an “Indenture”). The Guarantees, if any, with respect to any series of Debt Securities will be issued under such Indenture, to which each guarantor providing a Guarantee of the Debt Securities of such series shall be party.
This opinion is being rendered subject to the Letter of Engagement entered into with the Partnership on 24 July 2024.
Capitalized terms not otherwise defined herein shall have the respective meanings given to them in the documents examined as below specified.
This opinion is being rendered subject to the assumptions mentioned hereunder.
| 1. | For the purposes of giving this legal opinion we have received the following: |
| (a) | A draft copy of the Registration Statement; |
| (b) | The forms of Senior Indenture and Subordinated Indenture, each as filed as an exhibit to the Registration Statement (each, a “Base Indenture”); |
For the purposes of giving this legal opinion we have examined the following:
| (c) | A copy of the altered Certificate of Registration of the Company issued pursuant to regulation 21 of Merchant Shipping Act, Chapter 234 of the laws of Malta, Merchant Shipping (Shipping Organisations-Private Companies) Regulations, 2004 (attached hereto as Annex “A”); |
| (d) | A copy of the Memorandum and Articles of Association of the Company, registered on 09 September 2024 (attached hereto as Annex “B”); |
| (e) | A scanned copy of the resolution in writing signed by the sole director of the Company dated 1 August 2024 (attached hereto as Annex “C”). |
| 2. | Searches of public records |
We have carried out a search in respect of the Company at the Malta Business Registry which we considered appropriate in support of the opinions expressed herein.
| 3. | Assumptions |
In rendering this opinion, we have assumed without further enquiry:
General
| (a) | The authenticity of all documents received as listed at clause 1 of this opinion; |
| (b) | That no proceedings for the dissolution of the Partnership and the Company, insolvency proceedings, arrangements, compositions, recovery proceedings or any other analogous proceedings have been commenced by or against the Partnership and the Company in Malta or elsewhere, as at the date of this opinion; |
| (c) | The due execution, completeness and conformity to the originals of all documents submitted to us as copies; |
| (d) | That the facts described in this opinion are true and correct as at the date of this opinion; |
| (e) | That the resolution in writing referred to in sub-clause 1.e above, was duly convened and held, that those present at any such meetings acted bona fide throughout, that was duly passed and that no further resolutions have been passed, or corporate or other action taken which would or might alter the effectiveness thereof, and that as at the date of this opinion such resolution in writing has not been repealed or amended; |
| (f) | The legal capacity of natural persons; |
| (g) | The validity and enforceability of any documents regulated by any law other than the laws of Malta; and |
| (h) | That no other person has been appointed by the Board of Directors to represent the Company in a particular case or cases or classes of cases, as at the date of this opinion. |
Debt Securities and Guarantees
| (i) | at the time any Debt Securities and Guarantees are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws; |
| (j) | at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Debt Securities and Guarantees offered thereby and all related documentation and will comply with all applicable laws; |
| (k) | all Debt Securities and Guarantees will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement; |
| (l) | at the Relevant Time, the Board of Directors of the Partnership will have taken all necessary company action to authorize the issuance of the Debt Securities and any other securities issuable on the conversion, exchange, redemption or exercise thereof, and to authorize the terms of the offering and sale of such Debt Securities and related matters; |
| (m) | at the Relevant Time, the Board of Directors or other governing body of each Subsidiary Guarantor, as applicable, will have taken all necessary corporate or other organizational action to authorize the issuance of the Guarantee to be issued by such Subsidiary Guarantor, and to authorize the terms of the offering and sale of such Guarantee and related matters; |
| (n) | at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Debt Securities and Guarantees offered or issued will have been duly authorized by all necessary corporate or other action of the Company and/or each applicable Subsidiary Guarantor and duly executed and delivered by the Company, each such Subsidiary Guarantor and the other parties thereto; and |
| (o) | at the Relevant Time, the relevant trustee shall have been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), a Statement of Eligibility of the applicable indenture trustee on Form T-1 shall have been properly filed with the Commission and the Indenture shall have been duly executed and delivered by the Company and all other parties thereto and duly qualified under the TIA. |
| 4. | Opinion |
Based on, subject to and in reliance upon the assumptions set forth above and subject to the qualifications in this letter set forth and contained, and subject to any factual matters not disclosed to us in the course of our examination, and following such investigation as we have deemed necessary, and after having examined such corporate and other documents and records as we have considered relevant or appropriate for the purpose of giving the opinions set out below, and having regard to the applicable law in force in Malta, it is our considered opinion that:
| 4.1. | As appears from the altered Certificate of Registration, the Company has altered its name from Fareastern Shipping Limited to Noteworthy Shipping Limited as from 12 September 2024 and is still duly registered with the Malta Business Registry as a single member, private company in accordance with the Laws of Malta company registration number C52103 and is regulated by the Merchant Shipping (Shipping Organisations-Private Companies) Regulations, 2004; |
| 4.2. | As appears from clause 8.b of the Company's Memorandum of Association, the legal representation of the Company is vested in anyone director of the Company or in any person or persons which the Board of Directors may from time to time nominate and appoint to represent the Company for any purpose; |
| 4.3. | The Company is duly incorporated and validly existing under the laws of the Republic of Malta with all requisite power and authority to authorize the applicable Indenture and the issuance of a Guarantee thereunder; |
| 4.4. | With respect to Guarantees, the execution, delivery and performance by the Company of the applicable Indenture and the issuance by the Company of any Guarantee thereunder will be duly authorized by all necessary corporate action when (a) the specific terms of a particular series of Debt Securities and related Guarantees have been duly established in accordance with the terms of such Indenture and authorized and approved by the Board of Directors of Company; and (b) the series of Debt Securities to which the Guarantee(s) relate shall have been duly issued by the Partnership. |
| 5. | Reliance |
| 5.1. | This opinion is limited to the laws of Malta as at the date hereof and is given on the basis of our knowledge of that law as of that date. We do not assume any obligation to advise any person entitled to rely on this opinion of any subsequent change in, or in the interpretation of, the laws of Malta or if we become aware of any facts or circumstances that might change the opinion expressed herein after the date hereof. We express no opinion on the law of any jurisdiction other than Malta and with respect to the laws of any country which may apply. |
| 5.2. | This opinion is strictly limited to the matters stated in it and does not apply by implication or otherwise to any other matters. |
| 5.3. | Watson Farley & Williams LLP of 120 West 45th Street, 20th Floor, New York, New York 10036, may rely on this opinion as if it were addressed and had been delivered by us to it on the date hereof. |
| 6. | Consent |
| 6.1. | We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement, the discussion of this opinion in the Registration Statement and to the reference to us under the title “Legal Matters” in the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under the Act, or the rules and regulations of the Commission promulgated thereunder. |
/s/ Despoina Xynou
Yours Faithfully,
Despoina Xynou
Partner of Gauci-Maistre Xynou
