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NORDIC AMERICAN TANKERS LIMITED
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(registrant)
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Dated: December 15, 2017
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By:
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/S/ HERBJØRN HANSSON
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Herbjørn Hansson
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Chairman, Chief Executive Officer and President
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jleese@mjm.bm
Dir. 441 294-3625
Fax. 441 292- 9151
Ref. JL/29796.0020
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Re: |
Nordic American Tankers Ltd. (the "Company")
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1. |
Subject of Opinion
We are lawyers duly qualified to practise in Bermuda. This opinion as to the laws of Bermuda is addressed to you in connection with the Company's public offering (the "Offering") of 40,000,000 common shares of par value US$0.01 per share in the share capital of the Company (the "Shares"). The Shares are more fully described in a registration statement on Form F-3 (File No. 333-218903) (the "Registration Statement", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) filed with the Securities and Exchange Commission (the "Commission") on 22 June 2017 under the Securities Act of 1933, as amended (the "Securities Act"). |
2. |
Documents Examined
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2.2 |
copies of unanimous written resolutions of the Board of Directors of the Company adopted on 12 December 2017 and written resolutions of the Pricing Committee of the Board of Directors of the Company adopted on 13 December 2017 (the "Resolutions");
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2.3 |
2.4 |
a copy of a letter dated 15 December 2017 from Computershare, as registrar and transfer agent for the Shares, confirming the number of Shares issued and outstanding and fully paid as of 15 December 2017 (the "Registrar and Transfer Agent's Letter");
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2.5 |
a cross receipt dated 15 December 2017 between the Company and Morgan Stanley & Co. LLC, on behalf of the several underwriters (the "Cross Receipt"); and
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2.6 |
such other documents as we have deemed necessary in order to render this opinion
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4. |
Assumptions
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4.1 |
the authenticity, accuracy and completeness of all of the Documents (including, without limitation, public records) submitted to us as originals and the conformity to authentic original documents of all of the Documents submitted to us as certified, electronic or photostatic copies;
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4.2 |
the genuineness of all signatures on the Documents submitted to us;
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4.3 |
the truth, accuracy and completeness as at the date hereof of all representations as to factual matters, warranties and statements of fact or law, other than as to the laws of Bermuda, made in any of the Documents;
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4.4 |
the authority, capacity and power of each of the persons signing the Documents submitted to us (other than directors or officers of the Company);
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4.5 |
that the Resolutions certified as being true and accurate and provided to us in connection with the giving of this opinion were duly adopted by the duly elected or appointed directors of the Company; that any provisions contained in the Companies Act 1981 of Bermuda, as amended, (the "Companies Act") or the bye-laws of the Company relating to the declaration of directors' interests and the adopting of written resolutions of the directors were duly observed; that there is no matter affecting the authority of the directors of the Company to effect entry by the Company into the Agreement not disclosed by the memorandum of association or bye-laws of the Company or the applicable Resolutions which would have any adverse implication in relation to the opinions expressed herein; and that such Resolutions have not been amended or rescinded, either in whole or in part, and are in full force and effect; and
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4.6 |
that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed herein.
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5. |
Opinion
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6. |
Reservations
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7. |
Disclosure
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