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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/21/04 Ship Finance International Ltd F-4 5/20/04 32:8.3M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size
1: F-4 Registration Statement of a Foreign Private Issuer HTML 1.51M
for Securities Issued in a
Business-Combination Transaction
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 220K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 56K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 236K
5: EX-4.1 Instrument Defining the Rights of Security Holders HTML 15K
6: EX-4.3 Instrument Defining the Rights of Security Holders HTML 151K
7: EX-4.4 Instrument Defining the Rights of Security Holders HTML 889K
8: EX-5.1 Opinion re: Legality HTML 23K
9: EX-5.2 Opinion re: Legality HTML 17K
10: EX-5.3 Opinion re: Legality HTML 19K
11: EX-5.4 Opinion re: Legality HTML 20K
12: EX-5.5 Opinion re: Legality HTML 33K
13: EX-5.6 Opinion re: Legality HTML 19K
14: EX-5.7 Opinion re: Legality HTML 16K
15: EX-8.1 Opinion re: Tax Matters HTML 16K
16: EX-10.1 Material Contract HTML 1.51M
23: EX-10.11 Material Contract HTML 139K
17: EX-10.2 Material Contract HTML 428K
18: EX-10.3 Material Contract HTML 72K
19: EX-10.4 Material Contract HTML 156K
20: EX-10.5 Material Contract HTML 160K
21: EX-10.6 Material Contract HTML 191K
22: EX-10.7 Material Contract HTML 143K
24: EX-12.1 Statement re: Computation of Ratios HTML 52K
25: EX-21.1 Subsidiaries of the Registrant HTML 15K
26: EX-23.1 Consent of Experts or Counsel HTML 13K
27: EX-23.2 Consent of Experts or Counsel HTML 13K
28: EX-25.1 Statement re: Eligibility of Trustee HTML 171K
29: EX-99.1 Miscellaneous Exhibit HTML 79K
30: EX-99.2 Miscellaneous Exhibit HTML 26K
31: EX-99.3 Miscellaneous Exhibit HTML 16K
32: EX-99.4 Miscellaneous Exhibit HTML 22K
| Page | (sequential) | | | (alphabetic) | Top | |
|---|---|---|---|---|---|
| 1 | 1st Page - Filing Submission | ||||
| " | Exhibit 5.2 | ||||
| " | QuickLinks | ||||
17 May 2004
Ship
Finance International Limited
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM 08
Bermuda
Re: 81/2% Senior Notes due December 15, 2013
Ladies and Gentlemen
We have acted as special Bermuda counsel to Ship Finance International Limited, a Bermuda company (the "Company" in connection with the Company's offer to exchange up to $580,000,000 of the Company's 81/2% senior notes due 2013 (the "Exchange Notes") for an identical principal amount at maturity of its outstanding 81/2% senior notes due December 15, 2013. The Exchange Notes are to be issued pursuant to the Indenture dated as of December 18, 2003, between the Company and Wilmington Trust Company, as Trustee (the "Trustee") (the "Indenture").
We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Indenture and (ii) 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 copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities (whoever are or will become signatories thereto) to complete the execution of documents. As to various questions of fact that are material to the opinion hereinafter expressed, we have relied upon statements or certificates of public officials, directors or officers of the Company and others.
We have further assumed for the purposes of this opinion that each of the Indenture and all documents contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes have been duly authorized and validly executed and delivered by each of the parties thereto other than the Company.
Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that the Exchange Notes have been duly authorized by the Company.
This opinion is limited to the laws of the Island of Bermuda. This opinion is rendered as of the date hereof, and we have no responsibility to update this opinion for events or circumstances occurring after the date hereof, nor do we have any responsibility to advise you of any change in the laws after the date hereof.
We hereby confirm that the discussion under the headings "Information about the Enforceability of Judgements and the Effect of Foreign Law" and "Summary of the Terms of the Exchange Notes: Additional Amounts" contained in the Company's Registration Statement on Form F-4, insofar as such discussion represents legal conclusions or statements of Bermuda tax law, subject to the limitations and conditions set forth therein, constitutes the opinion of Mello Jones & Martin.
1
We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form F-4 to be filed with the United States Securities and Exchange Commission with respect to the Exchange Notes, without admitting we are "experts" within the Commission thereunder with respect to any part of the Registration Statement.
Yours
faithfully
/s/ MELLO JONES & MARTIN
2
| This ‘F-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/15/13 | None on these Dates | |||
| Filed as of: | 5/21/04 | |||
| Filed on: | 5/20/04 | |||
| 12/18/03 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 SFL Corp. Ltd. 20-F 12/31/23 154:17M 4/28/23 SFL Corp. Ltd. F-3ASR 4/28/23 8:1.2M Donnelley … Solutions/FA 3/16/23 SFL Corp. Ltd. 20-F 12/31/22 158:19M 3/24/22 SFL Corp. Ltd. 20-F 12/31/21 151:21M 3/22/21 SFL Corp. Ltd. 20-F 12/31/20 145:21M |