EX-5.1 5 d7812384_ex5-1.htm

Exhibit 5.1


 
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK  10004
 
     
WRITER'S DIRECT DIAL
   
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
 


FORM OF OPINION
   
            , 2018

Gas Ships Limited
109 Kifisias Avenue and Sina Street
151 24 Marousi
Athens, Greece

Re: Gas Ships Limited

Ladies and Gentlemen:

We have acted as Marshall Islands counsel to Gas Ships Limited (the "Company") in connection with the Company's Registration Statement on Form F-1 (Registration No. 333-       ) (the "Registration Statement") as filed with the U.S. Securities and Exchange Commission (the "Commission") on February     , 2018 as thereafter amended or supplemented, with respect to the registration under the Securities Act of 1933, as amended (the "Securities Act"), of             shares of common stock, par value $0.01 of the Company (the "Common Shares").

We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the Company (the "Prospectus") included in the Registration Statement; and (iii) 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 which are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors 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 opinions that under the laws of the Republic of the Marshall Islands, the Common Shares have been duly authorized and are validly issued, fully paid for and non-assessable.
This opinion is limited to the law of the Republic of the Marshall Islands as in effect on the date hereof, and we expressly disclaim any obligation to update this opinion or advise you of any change in any matter after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us under the headings "Legal Matters" in the Prospectus, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement.

   
Very truly yours,
     
   
/s/ DRAFT