OceanPal Inc.
We have acted as United States and Marshall Islands counsel to OceanPal Inc. (the “Company”), a Marshall Islands corporation, in connection with the (i) the Company's offering of 8,838,236 common shares, par value $0.01 per share; (ii) the Company’s offering of pre-funded warrants to purchase one share of the Company’s common stock each; (iii) the Company’s offering of Class A Warrants to purchase up to 8,838,236 of the Company’s common shares, (iv) the preparation of the Company's registration statement on Form F-1 (File No. 333-) (the "Registration Statement"), and (v) a prospectus included therein. We have reviewed the documents incorporated by reference in the foregoing.
In formulating our opinions, we have examined such documents as we have deemed appropriate, including the Registration Statement and the prospectus contained therein. We have also obtained such additional information as we have deemed relevant and necessary from representatives of the Company.
Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement.
Based on the facts as set forth in the Registration Statement, and in particular, on the representations, covenants, assumptions, conditions and qualifications described in the Registration Statement in the section entitled “Taxation”, we hereby confirm that the opinions of Seward & Kissel LLP with respect to United States federal income tax matters and Marshall Islands tax matters expressed in the Registration Statement in the section entitled “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 and applicable Marshall Islands tax law as in effect on the date hereof, 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 section entitled “Taxation” in the Registration Statement, without admitting we are “experts” within the meaning of the Securities Act, or the rules and regulations of the Commission promulgated thereunder with respect to any part of the Registration Statement.
