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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/04/22 Danaos Corp. F-3ASR 3/04/22 5:382K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: F-3ASR Automatic Shelf Registration Statement by a HTML 177K
Well-Known Foreign Issuer
2: EX-5.1 Opinion of Counsel re: Legality HTML 16K
3: EX-5.2 Opinion of Counsel re: Legality HTML 12K
4: EX-23.1 Consent of Expert or Counsel HTML 6K
5: EX-FILING FEES Filing Fees HTML 29K
Exhibit 5.2
Morgan, Lewis & Bockius LLP
101 Park Avenue
Danaos Corporation
c/o Danaos Shipping Co. Ltd., Athens Branch
14 Akti Kondyli
184 45 Piraeus
Greece
RE: Danaos Corporation —Registration Statement on Form F-3
Ladies and Gentlemen:
We are acting as special U.S. and New York counsel to Danaos Corporation, a Marshall Islands company (the “Company”), in connection with the filing of the Registration Statement on Form F-3 (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended (the “Act”), with the U.S. Securities and Exchange Commission (the “Commission”). The Registration Statement relates to the offer and sale, from time to time, in one or more offerings, of securities, which may include any or all of the following: the Company’s debt securities (the “Debt Securities”), warrants, common stock, preferred stock, rights, depositary shares, purchase contracts and units.
In connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement, the form of Senior Indenture to be entered into by the Company and a trustee (the “Senior Indenture”), the form of Subordinated Indenture to be entered into by the Company and a Trustee (the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”), and such other documents and records as we have deemed necessary.
With your permission, for the purposes of the opinion expressed herein, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile, pdf or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
We have also assumed for purposes of our opinion that the trustee (the “Trustee”) under the Indentures will be qualified to act as trustee thereunder and the Indentures will be duly qualified under the Trust Indenture Act of 1939, as amended, that the Indentures and any Supplemental Indenture will be duly authorized, executed and delivered by the Trustee, that the Indentures and any Supplemental Indenture will constitute a legal, valid and binding obligations of the Trustee, and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indentures and any Supplemental Indenture.
We have further assumed with respect to any Debt Securities that (i) the applicable indenture will have been duly authorized, executed and delivered by the Company, (ii) a Supplemental Indenture or an Officer’s Certificate with respect to such Debt Securities will have been duly authorized, executed and delivered by the Company, (iii) such Debt Securities will be authenticated by the Trustee as provided in the applicable Indenture and any Supplemental Indenture with respect thereto, and (iv) such Debt Securities will be executed, issued and delivered by the Company (a) against receipt of the consideration for the Debt Securities approved by the Board of Directors of the Company and (b) as provided in the applicable Indenture and any Supplemental Indenture with respect thereto.
Based upon and subject to the foregoing, and the limitations and qualifications described below, we are of the opinion that when any series of the Debt Securities are duly authorized and executed by the Company, and the Debt Securities are duly authenticated by the Trustee in accordance with the applicable Indenture and any Supplemental Indenture with respect thereto and are issued and delivered by the Company against receipt of the purchase price therefore, the Debt Securities will constitute valid and binding obligations of the Company.
C:
The opinions expressed above are subject to the following additional limitations and qualifications:
1. The opinions set forth above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally, (ii) general principles of equity (whether such principles are considered in a proceeding at law or equity), including the discretion of the court before which any proceeding may be brought, concepts of good faith, reasonableness and fair dealing and standards of materiality, and (iii) limitations on enforceability to the extent that acceleration of indebtedness under any Debt Security may impair collectibility of that portion, if any, of the principal amount thereof that might be determined to be unearned interest thereon.
2. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, as currently in effect. In particular (and without limiting the generality of the foregoing) we express no opinion concerning (i) the laws of any country or subdivision thereof (other than the laws of the State of New York) or as to the effect of such laws (whether limiting, prohibitive or otherwise) on any of the rights or obligations of the Company, the holders of the Debt Securities, or any other party to or beneficiary of any of the Indentures, any Supplemental Indenture and the Debt Securities or (ii) the effect, if any, of the law of any jurisdiction (except the State of New York) in which any holder of any Debt Security is located that limits the rate of interest that such holder may charge or collect.
3. We express no opinion as to (i) whether a United States Federal court or New York court would accept jurisdiction in any dispute, action, suit or proceeding arising out of or relating to the Debt Securities, the Indentures, any Supplemental Indenture or the transactions contemplated thereby, (ii) any objection to jurisdiction on the basis of the inconvenience of the forum provided for in the Indentures or any Supplemental Indenture or (iii) any provision in the Indentures relating to judgments in other currencies.
We hereby consent to the use of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Morgan Lewis & Bockius LLP | |
| Morgan Lewis & Bockius LLP |
C:
| This ‘F-3ASR’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 3/4/22 | None on these Dates | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/03/22 Danaos Corp. 20-F 12/31/21 105:13M Toppan Merrill/FA 2/27/20 Danaos Corp. 20-F 12/31/19 104:10M Toppan Merrill-FA 5/03/19 Danaos Corp. 6-K 5/03/19 3:297K Toppan Merrill/FA 3/06/19 Danaos Corp. F-3 6:1.4M Toppan Merrill-FA 9/23/09 Danaos Corp. 6-K 9/23/09 4:1.5M Toppan Merrill/FA 10/02/06 Danaos Corp. 8-A12B 1:31K Toppan Merrill/FA |