Exhibit 5.1
June 15, 2018
Seaspan Corporation
Unit 2, 2nd Floor
Bupa Centre
141 Connaught Road West
Hong Kong
China
| Re: | $250,000,000 5.50% Senior Notes due 2025 |
Ladies and Gentlemen:
We have acted as counsel to Seaspan Corporation, a Marshall Islands corporation (the “Issuer”), in connection with the preparation and filing by the Issuer of a registration statement (the “Registration Statement”) on FormF-4 under the Securities Act of 1933, as amended (the “Securities Act”), and any amendments thereto for the registration under the Securities Act of $250,000,000 in aggregate principal amount of the Issuer’s 5.50% Senior Notes due February 14, 2025 (the “Exchange Notes”), to be offered in exchange (the “Exchange Offer”) for $250,000,000 in aggregate principal amount of the Issuer’s outstanding unregistered 5.50% Senior Notes due February 14, 2025 (the “Old Notes”).
The Old Notes have been, and the Exchange Notes will be, issued under a Base Indenture, dated as of October 10, 2017 (the “Base Indenture”), between the Issuer and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a second supplemental indenture dated as of February 14, 2018 (the “Second Supplemental Indenture”), among the Issuer, certain of its subsidiaries, as guarantors, and the Trustee, a third supplemental indenture, dated as of February 22, 2018 (the “Third Supplemental Indenture”), among the Issuer, certain of its subsidiaries, as guarantors, and the Trustee, a fourth supplemental indenture, dated as of March 22, 2018 (the “Fourth Supplemental Indenture”), among the Issuer, certain of its subsidiaries, as guarantors, and the Trustee, a fifth supplemental indenture, dated as of March 26, 2018 (the “Fifth Supplemental Indenture”), among the Issuer, certain of its subsidiaries, as guarantors, and the Trustee, a sixth supplemental indenture, dated as of March 26, 2018 (the “Sixth Supplemental Indenture”), among the Issuer, certain of its subsidiaries, as guarantors, and the Trustee and a seventh supplemental indenture, dated as of June 8, 2018 (the “Seventh Supplemental Indenture” and, together with the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, the “Supplemental Indentures”), among the Issuer, certain of its subsidiaries, as guarantors, and the Trustee. As used herein, the term “Indenture” shall refer to the Base Indenture, as supplemented by the Supplemental Indentures.
The Exchange Notes will be guaranteed by each of the subsidiaries of the Issuer listed on Schedule I hereto (the “Guarantors”) pursuant to the terms of the Indenture. This opinion letter is rendered pursuant to Item 21(a) of FormF-4 and Item 601(b)(5) of RegulationS-K. The Indenture and the Exchange Notes are collectively referred to herein as the “Opinion Documents.” The Issuer and the Guarantors are collectively referred to herein as the “Opinion Parties.”
We have examined such certificates of public officials and certificates of officers of the Opinion Parties, and the originals (or copies thereof, certified or otherwise identified to our satisfaction) of such corporate documents, records and papers of the Opinion Parties, and such other documents, records and papers as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In connection with this examination, we have assumed the genuineness of signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile or photostatic copies. In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates of public officials and of officers of the Opinion Parties with respect to the accuracy of material factual matters contained therein which were not independently established.
