Exhibit 5.1
SEWARD & KISSEL LLP
One Battery Park Plaza
New York, NY 10004
November 5, 2004
Excel Maritime Carriers Ltd.
67 Akti Miaouli Street
18537, Piraeus
Greece
Ladies and Gentlemen:
We have acted as counsel to Excel Maritime Carriers Ltd., a
corporation incorporated under the laws of the Republic of Liberia (the
"Company"), and in such capacity we have assisted in the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form F-3 (such
registration statement and any additional registration statement filed pursuant
to Rule 462(b) is referred to as the "Registration Statement") in respect of the
contemplated issuance by the Company from time to time of up to $200,000,000
aggregate public offering price (or any such further aggregate public offering
price as may be registered pursuant to Rule 462(b)) of (i) senior debt
securities and subordinated debt securities (collectively referred to as the
"Debt Securities"), which may be issued pursuant to separate indentures, as
amended or supplemented from time to time, between the Company and the trustee
named in the applicable indenture; (ii) shares of preferred stock of the
Company, par value $.01 per share (the "Preferred Stock"); and (iii) shares of
Class A common stock of the Company, par value $.01 per share (the "Common
Stock"). The Debt Securities, Preferred Stock and Common Stock are hereafter
referred to collectively as the "Securities," and each as a "Security."
As such counsel, we have examined such papers, documents and
certificates of public officials and certificates of the officers of the
Company, as we have deemed relevant and necessary as the basis for the opinions
hereafter expresses.
In such examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
conformed or photostatic copies.
This opinion is limited to the laws of the State of New York, the
federal laws of the United States and the laws of the Republic of Liberia. In
rendering this opinion, we have relied upon opinions and advice of Liberian
counsel rendered in transactions which we consider to be sufficiently similar to
those contemplated hereby as to afford a satisfactory basis for such opinions,
upon our independent examination of Section 40 of the Liberian General
Construction Law (Title 16 of the Liberian Code of Laws of 1956), the Liberian
Corporation Law of 1948 (Chapter 1 of Title 4 of the Liberian Code of Laws of
1956), including amendments thereto through July, 1973, the Liberian Business
Corporation Act of 1976 (Title 5 of the Liberian Code of Laws Revised),
including amendments thereto through November 26, 1999, the Liberian Internal
Revenue Code (Part II, Chapter 11 of Title 37 of the Liberian Code of Laws
Revised, effective July 1, 1977), including amendments thereto through November
19, 1994, each as made available to us by The Liberian International Ship &
Corporate Registry, LLC or, prior to December 31, 1999, by Liberian Corporation
Services, Inc. or Liberian Services, Inc., as the case may be, and upon our
knowledge of the interpretation of analogous laws in the United States of
America. In rendering the opinion set forth below, we have assumed that the
Liberian laws and regulations examined by us have not been the subject of any
further amendments and that the persons who executed the aforementioned
certificates of public officials are duly authorized to act in such capacity on
behalf of the Ministry of Foreign Affairs and the Bureau of Maritime Affairs of
the Republic of Liberia, as the case may be. Based upon the foregoing and having
regard to legal considerations which we deem relevant, we are of the opinion
that:
1. Upon the fixing of the designations, relative rights, preferences and
limitations of any series of Preferred Stock by the Board of Directors of
the Company and any proper and valid filing with the authorities of the
Republic of Liberia of a statement setting forth a copy of the resolution
of the Board of Directors establishing such series of Preferred Stock and
the number of shares of such Preferred Stock to be issued, all in
conformity with the Company's Articles of Amendment of the Articles of
Incorporation and Bylaws and upon the approval of the Board of Directors of
the Company of the specific terms of the issuance, all necessary corporate
action on the part of the Company will have been taken to authorize the
issuance and sale of such series of Preferred Stock proposed to be sold by
the Company, and when such shares of Preferred Stock are issued and
delivered against payment therefor in accordance with the applicable
agreement or upon conversion or exchange in accordance with the terms of
any such Security that has been duly authorized, issued, paid for an
delivered, such shares will be validly issued, fully paid and
non-assessable.
2. The shares of Common Stock, when the terms of the issuance and sale thereof
have been duly approved by the Board of Directors of the Company in
conformity with the Company's Articles of Amendment of the Articles of
Incorporation and Bylaws and when issued and delivered against payment
therefore in accordance with the applicable agreement or upon conversion or
exchange of any Security that has been duly authorized, issued, paid for
and delivered, will be validly issued, fully paid and non-assessable.
3. When the specific terms of a particular Debt Security have been duly
authorized by the Board of Directors of the Company and established in
accordance with applicable indenture and such Debt Security has been duly
executed, authenticated, issued for value and delivered in accordance with
the applicable indenture, such Debt Security will be a binding obligation
of the Company, enforceable against the Company in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance or other laws relating to or
affecting creditors' rights generally and subject to general principles of
equity, including application by a court of competent jurisdiction of
principles of good faith, fair dealing, commercial reasonableness,
materiality, unconscionability and conflict with public policy or other
similar principles.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name in the prospectus
contained therein. In giving such consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act. This opinion may not, without our prior written consent, be used
or relied upon by any person other than (i) the Company and (ii) solely with
respect to the opinions expressed herein under the laws of the Republic of
Liberia and Seward & Kissel LLP.
Very truly yours,
Seward & Kissel LLP
02545.0001 #517441