CORRESP 1 filename1.htm d1426262_corresp.htm
 
 
 
Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK  10004
 
     
 
TELEPHONE:  (212)  574-1200
FACSIMILE:  (212) 480-8421
WWW.SEWKIS.COM
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE:  (202) 737-8833
FACSIMILE:  (202) 737-5184


 
   
November 1, 2013
 

Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549
 
Attn: Max A. Webb
 

 
Re:
Nordic American Tankers Limited
Amendment No. 1 to Registration Statement on Form F-3
Filed June 28, 2013
Comment Letter dated July 31, 2013
File No.333-187400
     
 

Dear Mr. Webb:
 
We refer to the registration statement on Form F-3, filed by Nordic American Tankers Ltd. (the "Company") with the Securities and Exchange Commission (the "Commission") on March 21, 2013, as amended on June 28, 2013 (File No. 333-187400) (the "Registration Statement").  By letter dated September 5, 2013 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Registration Statement.
 
The Company has today filed via EDGAR, Amendment No.2 to the Registration Statement (the "Amended Registration Statement"), which includes certain updates related to the passage of time.
 
The following numbered paragraph of this letter corresponds to the numbered paragraph of the Comment Letter.  For your convenience, each response is prefaced by the text of the Staff's corresponding comment in bold text.
 
Exhibit 5.1
 
 
1.
We note your response to prior comment 1. Please provide us with the legal basis for the proposed revised disclosure in either version of counsel's opinion included in your response letter. In doing so, please refer to the jurisdictional provisions of the federal securities laws and any applicable case law in support of the inclusion of this language. Please also have counsel explain to us why this language does not explicitly or implicitly limit and condition reliance by purchasers in the offering. Otherwise, please have counsel remove this language in the last paragraph of the opinion.
 
As discussed with the Staff, the Company has filed as Exhibit 5.1 the legal opinion of MJM Limited as to Bermuda law.
 
*********************
 

 
 

 


 
If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1223 or Evan Preponis at (212) 574-1438.
 
 
Sincerely,
   
 
/s/ Gary J. Wolfe
   
 
Gary J. Wolfe
   
cc:
J. Nolan McWilliams
 
 
Division of Corporation Finance
 
 
Securities and Exchange Commission
 
     
 
Herbjørn Hansson
Chairman and Chief Executive Officer
Nordic American Tankers Limited
 



 

 
 

 


 
NORDIC AMERICAN TANKERS LIMITED
LOM Building, 27 Reid Street
Hamilton HM 11, Bermuda
 

   
November 1, 2013
 

Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
 
Attention: Max A. Webb
 
 
RE:
Nordic American Tankers Limited (the "Company")
 
Ladies and Gentleman:
 
The undersigned registrant hereby acknowledges that:
 
·
should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
 
·
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the filing; and
 
·
the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
 

 
Yours faithfully,
   
 
NORDIC AMERICAN TANKERS LTD.
     
     
 
By:
 /s/ Turid M. Sørensen 
 
Name:
Turid M. Sørensen
 
Title:
Chief Financial Officer