Exhibit 5.1

	Watson, Farley & Williams (New York) LLP
	1133 Avenue of the Americas New York, New York 10036
	Tel (212) 922 2200 Fax (212) 922 1512
May 25, 2011

Danaos Corporation

c/o Danaos Shipping Co. Ltd.

14 Akti Kondyli

184 45

Piraeus, Greece

Registration Statement on Form F-3 — Exhibit 5.1 Opinion

Dear Sirs:

We have acted as special counsel as to matters of the law of the Republic of The Marshall Islands (“Marshall Islands Law”) for Danaos Corporation, a Marshall Islands corporation (the “Company”), in connection with the Company’s registration statement on Form F-3 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission, relating to the proposed offer and sale of up to 23,945,945 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, that may be sold by or on behalf of certain selling stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders”) or their donees, pledgees, transferees or other successors in interest. The Shares were previously issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the subscription agreements dated as of August 6, 2010 (the “Subscription Agreements”) between the Company and the purchasers named therein. The number of Shares being offered pursuant to the Registration Statement by each Selling Stockholder is listed on Schedule I hereto. Each Share being offered pursuant to the Registration Statement by each Selling Stockholder includes a preferred stock purchase right (collectively, the “Rights”) under the Stockholder Rights Agreement dated as of September 18, 2006 (the “Stockholder Rights Agreement”) by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent.

In rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following:

(i) the Registration Statement and the prospectus included therein (the “Prospectus”);

(ii) each of the Subscription Agreements;

(iii) the Stockholder Rights Agreement; and

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(iv) such other papers, documents, agreements and certificates of public officials and representatives of the Company as we have deemed relevant and necessary as the basis for the opinion hereafter expressed.

In such examination, we have assumed (i) the legal capacity of each natural person, (ii) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (iii) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (iv) that there have been no undisclosed modifications, either written, verbal or otherwise, of any provision of any document reviewed by us in connection with the rendering of the opinion set forth herein, (v) the completeness of each document submitted to us and (vi) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.

In rendering this opinion, we have also assumed:

(i) the power, authority and legal right of all parties (other than the Company) to each of the Subscription Agreements and the Stockholder Rights Agreement to enter into and perform their respective obligations thereunder and the due authorization, execution and delivery of each of the Subscription Agreements and the Stockholder Rights Agreement by such parties; and

(ii) that all Shares and Rights have been issued in compliance with the Securities Act and all other applicable U.S. federal and state securities and other laws.

As to any questions of fact material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid certificates or comparable documents, and the representations and warranties of each of the parties to the Subscription Agreements and the Stockholder Rights Agreement. We have not independently verified the facts so relied on.

This opinion letter is limited to Marshall Islands Law. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein.

Based on the facts as set forth in the Registration Statement and the Prospectus, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that the Shares have been validly issued and are fully paid and nonassessable, that the Stockholder Rights Agreement has been duly authorized, executed and delivered by the Company and that the Rights have been validly issued.

We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement. In giving this 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 promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

Very truly yours,

Watson, Farley & Williams (New York) LLP

/s/ Watson, Farley & Williams (New York) LLP

Schedule I

Selling Stockholder		Shares Offered in the Registration Statement

Danaos Investments Limited as Trustee of the 883 Trust		23,945,945
Total:		23,945,945