Global Ship Lease, Inc. c/o Global Ship Lease Services Limited London SW1V 1LW United Kingdom
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Xxxxxx & Xxxxxx llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
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TELEPHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
XXX.XXXXXX.XXX
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000 X Xxxxxx, XX
XXXXXXXXXX, X.X. 00000
TELEPHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
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December 11, 2019
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c/o Global Ship Lease Services Limited
00 Xxxxxx Xxxx
London SW1V 1LW
United Kingdom
Ladies and Gentlemen:
We have acted as counsel to Global Ship Lease, Inc. (the “Company”), a Xxxxxxxx Islands corporation, in connection with (i) the Company’s at-the-market offering (the “Offering”) of up to $75.0 million
of its Depositary Shares (the “Depositary Shares”), each representing a 1/100th interest in one share of the Company’s 8.75% Series B Cumulative Redeemable
Perpetual Preferred Shares, par value $0.01 per share, with a liquidation preference of $2,500 per share (equivalent to $25.00 per Depositary Share) (the “Preferred Shares”);
(ii) the At Market Issuance Sales Agreement, dated December 10, 2019 (the “Sales Agreement”), between the Company and X. Xxxxx FBR, Inc., as sales agent (the “Agent”), including any amendments or supplements thereto, pursuant to which the Company may offer Depositary Shares through the Agent, from time to time; and (iii) the
preparation of the Company’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”) on Form F-3 (File No. 333-235305), declared
effective by the Securities and Exchange Commission (the “Commission”) on December 10, 2019 (the “Registration Statement”), a prospectus included therein (the “Base Prospectus”) and a prospectus supplement thereto dated December 10, 2019
(the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”).
The Preferred Shares are to be deposited from time to time against delivery of one or more depositary receipts (the “Depositary Receipts”) representing the Depositary
Shares to be issued by Computershare, Inc. and Computershare Trust Company, N.A., as applicable, as depositary, registrar and transfer agent (the “Depositary”), under
a Deposit Agreement, dated as of August 20, 2014 (the “Deposit Agreement”), among the Company, the Depositary and holders from time to time of the Depositary Shares
issued thereunder.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Sales Agreement;
(ii) the Registration Statement; (iii) the Prospectus; (iv) the Deposit Agreement; (v) the Certificate of Designation for the Preferred Shares filed with the Registrar of Corporations of the Republic of the Xxxxxxxx Islands on August 19, 2014 and as
subsequently amended on December 9, 2019; (vi) the form of Depositary Receipt; and (vii) such corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis
for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to
be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact that are material to the opinions hereinafter expressed, we have
relied upon statements or certificates of public officials, directors and officers of the Company and others.
Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we
are of the opinion that under the laws of the Republic of the Xxxxxxxx Islands and the State of New York:
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The Preferred Shares have been duly authorized and, when issued, sold and paid for as described in the Registration Statement and the Prospectus, will be validly issued,
fully paid and non-assessable.
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The Depositary Receipts have been duly authorized by the Company and, after due execution by the Depositary and when issued against deposit of the Preferred Shares in
accordance with the Deposit Agreement, assuming that the Deposit Agreement is the valid and legally binding obligation of the Depositary, and when paid for by the Agent in accordance with the terms of the Sales Agreement, will be validly
issued and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with the terms of the Depositary Receipts and the Deposit Agreement.
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Assuming that the Deposit Agreement is the valid and legally binding obligation of the Depositary and assuming the due execution by the Depositary of the Depositary
Receipts in accordance with the terms of the Deposit Agreement, upon the deposit of Preferred Shares with the Depositary pursuant to the Deposit Agreement and payment for the Depositary Shares by the Agent pursuant to the Sales Agreement,
the Depositary Shares will represent legal and valid interests in the Preferred Shares and the Depositary Receipts will constitute valid evidence of such interests in the Preferred Shares and will be entitled to the benefits of the
Deposit Agreement.
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This opinion is limited to the laws of the Republic of the Xxxxxxxx Islands and the State of New York as in effect on the
date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to us
under the heading “Legal Matters” in the Prospectus, 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.
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Very truly yours,
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/s/ Xxxxxx & Xxxxxx LLP
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