Attached files
| file | filename |
|---|---|
| 8-K - OVERSEAS SHIPHOLDING GROUP INC | v179071_8k.htm |
| EX-4.1 - OVERSEAS SHIPHOLDING GROUP INC | v179071_ex4-1.htm |
| EX-4.2 - OVERSEAS SHIPHOLDING GROUP INC | v179071_ex4-2.htm |
| EX-99.1 - OVERSEAS SHIPHOLDING GROUP INC | v179071_ex99-1.htm |
 |
Proskauer
Rose LLP 1585 Broadway New York, NY
10036-8299
|
March 29,
2010
Ladies
and Gentlemen:
We have
acted as special counsel for Overseas Shipholding Group, Inc., a Delaware
corporation (the “Company”), with respect to certain legal matters in connection
with the registration by the Company under the Securities Act of 1933, as
amended (the “Securities Act”), of $300,000,000 aggregate principal amount of
8-1/8% Senior Notes due 2018 (the “Notes”) issued by the Company, pursuant to
that certain Underwriting Agreement, dated March 24, 2010 (the “Underwriting
Agreement”), by and among the Company and Citigroup Global Markets Inc., Morgan
Stanley & Co. Incorporated and HSBC Securities (USA) Inc., as
representatives of the several underwriters named therein (collectively, the
“Underwriters”).
In
rendering the opinions set forth below, we have examined: (i) the Registration
Statement on Form S-3 (File No. 333-165592) with respect to the Notes
being sold by the Company (the “Registration Statement”); (ii) the Prospectus,
dated March 22, 2010 (the “Prospectus”) included in the Registration Statement;
(iii) the preliminary prospectus supplement, dated March 22, 2010 (the
“Preliminary Prospectus Supplement”); (iv) the prospectus supplement, dated
March 24, 2010 (the “Prospectus Supplement”); (vii) the Underwriting Agreement;
(viii) the Indenture (the “Indenture”), dated March 29, 2010, among the Company
and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”);
(ix) resolutions of the Board of Directors of the Company, dated March 19, 2010;
(x) the minutes of the Pricing Committee of the Board of Directors of the
Company, dated March 24, 2010; and (xi) such other certificates, statutes and
other instruments and documents as we consider appropriate for purposes of the
opinions hereafter expressed.
In
connection with this opinion, we have assumed that the Notes will be issued and
sold in compliance in the manner stated in the Registration Statement, the
Prospectus, the Preliminary Prospectus Supplement and the Prospectus
Supplement.
Based
upon the foregoing and subject to the assumptions, exceptions, limitations and
qualifications set forth herein, we are of the opinion that when (a) the
Indenture has been duly executed and delivered by the parties thereto and (b)
the Notes have been duly executed and issued by the Company and duly
authenticated by the Trustee and paid for by the Underwriters as contemplated by
the Underwriting Agreement, the Notes will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms except as such enforcement may be subject to any applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance or other law
relating to or affecting creditors’ rights generally and general principles of
equity.
The
opinions expressed herein are qualified in the following respects:
|
A.
|
We
have assumed that (i) each document submitted to us for review is accurate
and complete, each such document that is an original is authentic, each
such document that is a copy conforms to an authentic original and all
signatures on each such document are genuine and (ii) each certificate
from governmental officials reviewed by us is accurate, complete and
authentic, and all official public records are accurate and
complete.
|
Boca
Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New
York | Newark | Paris | São Paulo | Washington, D.C.
March 29,
2010
Page 2
|
B.
|
This
opinion is limited in all respects to federal laws and the laws of State
of New York.
|
We hereby
consent to the filing of this opinion in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act with the Commission as
Exhibit 5.1 to the Current Report on Form 8-K of the Company dated on or about
the date hereof, to the incorporation by reference of this opinion of counsel
into the Registration Statement and to the use of our name in the
above-referenced Prospectus, the Preliminary Prospectus Supplement and the
Prospectus Supplement under the caption “Legal Matters”. In giving such consent,
we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission.
| Very truly yours, | |||
| /s/ Proskauer Rose LLP |