EX-8.1 3 d517205dex81.htm EX-8.1 EX-8.1

Exhibit 8.1

 

LOGO   

30 ROCKEFELLER PLAZA

NEW YORK, NEW YORK

10112-4498

 

TEL +1 212.408.2500

FAX +1 212.408.2501

BakerBotts.com

  

AUSTIN

BRUSSELS

DALLAS

DUBAI

HOUSTON

LONDON

  

NEW YORK

PALO ALTO

RIYADH

SAN FRANCISCO

SINGAPORE

WASHINGTON

June 28, 2023

Navigator Holdings Ltd.

c/o NGT Services (UK) Ltd

10 Bressenden Place

London, SW1E 5DH, United Kingdom

 

  Re:

Navigator Holdings Ltd. Registration Statement on Form F-3

Ladies and Gentlemen:

We have acted as U.S. counsel for Navigator Holdings Ltd. (the “Company”), a Marshall Islands corporation, with respect to certain legal matters in connection with the preparation of a Prospectus (the “Prospectus”) forming part of the Registration Statement on Form F-3, filed June 28, 2023 (the “Registration Statement”), to which this opinion is an exhibit.

This opinion is based on various facts and assumptions and is conditioned upon certain representations made by the Company as to factual matters through an officer’s certificate (the “Officer’s Certificate”). In addition, this opinion is based upon factual representations of the Company concerning its business, properties, and governing documents as set forth in the Registration Statement.

In our capacity as counsel to the Company, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents, and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.

We are opining herein as to the effect of the subject transaction only of the federal income tax laws of the United States, and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state. We hereby confirm that all statements of all legal conclusions contained in the discussion in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations” constitute the opinion of Baker Botts L.L.P. with respect to the matters set forth therein as of the effective date of the Registration Statement, subject to the assumptions, qualifications, and limitations set forth therein.

This opinion is rendered to you as of the effective date of the Registration Statement, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder, and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement and the Officer’s Certificate, may affect the conclusions stated herein.


This opinion is furnished to you and is for your use in connection with the transactions set forth in the Registration Statement. This opinion may not be relied upon by you for any other purpose or furnished to, assigned to, quoted to, or relied upon by any other person, firm, or other entity, for any purpose, without our prior written consent. However, this opinion may be relied upon by you and by persons entitled to rely on it pursuant to the applicable provisions of federal securities law, including persons purchasing common stock pursuant to the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the common stock. By giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Baker Botts L.L.P.