[LETTERHEAD OF THACHER PROFFITT & WOOD]
November 25, 1998
To the Addressees listed
in Schedule A hereto
Opinion: Registration Statement
12% First Priority Exchange Ship Mortgage Notes Due 2005
Registration Statement On Form F-4
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Ladies and Gentlemen:
We are counsel to Millenium Seacarriers, Inc. (the "Company") and its
wholly owned subsidiaries, Millenium II, Inc., Millenium III, Inc., Millenium
IV, Inc., Millenium V, Inc., Millenium VI, Inc., Millenium VII, Inc., Millenium
Aleksander, Inc., Millenium Elmar, Inc., Millenium Yama, Inc., Millenium
Amethyst, Inc. and Millenium Majestic, Inc. (collectively with the Company, the
"Cayman Companies"), Oakmont Shipping and Trading Limited, Rapid Ocean Carriers
Inc. and Ivy Navigation Ltd. (collectively, the "Liberian Companies"), and
Topscale Shipping Company Limited and Conifer Shipping Company Limited
(together, the "Cypriot Companies"; collectively with the Cayman Companies and
the Liberian Companies, the "Registrants"), in connection with the registration
under the Securities Act of 1933, as amended (the "1933 Act"), of the Company's
First Priority Ship Mortgage Exchange Notes Due 2005 (the "Exchange Notes"), and
the related preparation and filing of a Registration Statement on Form F-4 (the
"Registration Statement") under the 1933 Act. The Exchange Notes will be issued
and delivered under the Indenture, dated as of July 15, 1998 (the "Indenture"),
between the Registrants and The First National Bank of Maryland as trustee (the
"Trustee"), in exchange for identical notes issued and delivered under the
Indenture on July 24, 1998 (the "Existing Notes"). The Indenture is
substantially in the form filed as an Exhibit to the Registration Statement.
This opinion is rendered pursuant to Items 601(b)(5) and 601(b)(8) of Regulation
S-K under the 1933 Act.
In rendering this opinion letter, we have examined the documents
described above, the
November 25, 1998 Page 2
Certificates of the Registrants (the "Certificates") and such other documents as
we have deemed necessary including, where we have deemed appropriate,
representations or certifications of officers of parties thereto or public
officials. In rendering this opinion letter, except for the matters that are
specifically addressed in the opinions expressed below, we have assumed (i) the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies, (ii) the necessary
entity formation and continuing existence in the jurisdiction of formation, and
the necessary licensing and qualification in all jurisdictions, of all parties
to all documents and (iii) the necessary authorization, execution, delivery and
enforceability of all documents, and the necessary entity power with respect
thereto. In rendering this opinion letter, we have made no inquiry, have
conducted no investigation and assume no responsibility with respect to (a) the
accuracy of and compliance by the parties thereto with the representations,
warranties and covenants contained in any document or (b) the conformity of the
underlying assets and related documents to the requirements of the agreements to
which this opinion letter relates. With respect to the assumptions in foregoing
clauses (ii) and (iii) relating to the Cayman Companies and the Cypriot
Companies, the Registrants have filed as an Exhibit to the Registration
Statement the opinion letter of Maples and Calder with respect to matters of
Cayman Islands law (the "Cayman Law Opinion Letter"), and the opinion letter of
Andreas P. Demetriades & Associates with respect to matters of Cypriot law (the
"Cypriot Law Opinion Letter"), in which opinion letters those assumptions are
addressed.
Our opinions set forth below with respect to the enforceability of any
right or obligation under any agreement are subject to (i) general principles of
equity, including concepts of materiality, reasonableness, good faith and fair
dealings and the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law,
(ii) the effect of certain laws, regulations and judicial or other decisions
upon the availability and enforceability of certain covenants, remedies and
other provisions, including the remedies of specific performance and self-help
and provisions imposing penalties and forfeitures and waiving objections to
venue and forum, (iii) bankruptcy, insolvency, receivership, reorganization,
liquidation, fraudulent conveyance, moratorium or other similar laws affecting
the rights of creditors or secured parties and (iv) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of any agreement which
purport or are construed to provide indemnification with respect to securities
law violations. However, the non- enforceability of any such provisions will
not, taken as a whole, materially interfere with the practical realization of
the benefits of the rights and remedies included in any such agreement which is
the subject of any opinion expressed below, including without limitation the
obligation of the Company under the Indenture to pay interest at the rate of 12%
per year to holders of the Notes, except for the considerations referred to in
foregoing clause (iv) and the consequences of any judicial, administrative,
procedural or other delay which may be imposed by, relate to or arise from
applicable laws, equitable principles and interpretations thereof.
In rendering the opinions below, we have relied upon the
representations of the Registrants
November 25, 1998 Page 3
contained in the Certificates stating that there is not any other agreement that
modifies or supplements the agreements expressed in the documents to which this
opinion letter relates and that renders any of the opinions expressed below
inconsistent with such documents as so modified or supplemented.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal law of the United States, the laws of
the State of New York and, only as to the opinions rendered in paragraphs 1 and
2 below, the law of the Republic of Liberia. We do not express any opinion with
respect to the securities laws of any jurisdiction or any other matter not
specifically addressed in the opinions expressed below.
Based upon and subject to the foregoing, it is our opinion that:
1. The Indenture has been duly authorized, executed and delivered
by the Liberian Companies and, assuming the necessary
authorization, execution and delivery thereof by the Cayman
Companies and the Cypriot Companies, which assumptions are
addressed in the Cayman Islands Law Opinion Letter and the
Cypriot Law Opinion Letter, and by the other parties thereto,
is a valid and legally binding agreement under the laws of the
State of New York, enforceable thereunder against the Liberian
Companies in accordance with its terms.
2. The Existing Notes have been duly authorized, executed and
delivered in accordance with the Indenture and are legally and
validly issued and outstanding, fully paid and non-assessable
and entitled to the benefits of the Indenture. The Exchange
Notes, upon the issuance and delivery thereof in exchange for
the Existing Notes pursuant to and in accordance with the
Indenture, will have been duly authorized, executed and
delivered in accordance with the Indenture and will be legally
and validly issued and outstanding, fully paid and
non-assessable and entitled to the benefits of the Indenture.
3. The description of federal income tax consequences appearing
under the heading "Material United States Federal Income Tax
Consequences" in the prospectus contained in the Registration
Statement represents the opinion of Thacher Proffitt & Wood
insofar as it relates to matters of law and legal conclusions
and, while not purporting to discuss all possible federal
income tax consequences of an investment in the Exchange
Notes, is accurate with respect to those tax consequences
which are discussed.
November 25, 1998 Page 4
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement, and to the use of our name in the prospectus
included in the Registration Statement under the heading "Legal Matters" and
"Material United States Federal Income Tax Consequences", without admitting that
we are "experts" within the meaning of Section 11 the 1933 Act, or "persons"
within the meaning of Section 11(a)(4) thereof with respect to any portion of
the Registration Statement including this Exhibit.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ Francis X. Sulger
SCHEDULE A
Millenium Seacarriers, Inc.
Oakmont Shipping & Trading Limited
Millenium II, Inc.
Rapid Ocean Carriers Inc.
Millenium III, Inc.
Ivy Navigation Ltd.
Millenium IV, Inc.
Topscale Shipping Company Limited
Millenium V, Inc.
Conifer Shipping Company Limited
Millenium VI, Inc.
Millenium Aleksander, Inc.
Millenium VII, Inc.
Millenium Elmar, Inc.
Millenium Yama, Inc
Millenium Amethyst, Inc.
Millenium Majestic, Inc.