EX-5.1 2 ny20007082x1_ex5-1.htm EXHIBIT 5.1
Exhibit 5.1


   
Performance Shipping Inc.
373 Syngrou Avenue
175 64 Palaio Faliro
Athens, Greece
  
   
Our Reference US/38016.50000/80848231v2
  
 
January 27, 2023
 
Performance Shipping Inc.: Exhibit 5.1 Opinion
 
Ladies and Gentlemen:
 
We have acted as counsel to Performance Shipping Inc., a Marshall Islands corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form F-3 (File No. 333-       , as amended or supplemented from time to time, the “Registration Statement”), as filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 27, 2023 relating to the registration, under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), of up to 272,522 shares of Series C Convertible Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 and liquidation preference $25.00 (the “Series C Preferred Shares”) issuable upon the conversion of the outstanding shares of our Series B Convertible Cumulative Perpetual Preferred Stock, par value $0.01 and liquidation preference $25.00 (the “Series B Preferred Shares”).

As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

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

(ii)
the amended and restated Certificate of Designation of the Series B Preferred Shares, dated January 12, 2022;

(iii)
the Certificate of Designation of the Series C Preferred Shares, dated October 17, 2022;

(iv)
the Company’s amended and restated articles of incorporation, as amended, and amended and restated bylaws; and

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(v)
such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company, as we have deemed relevant and necessary as the basis for the opinions hereafter expressed.
 
In such examination, we have assumed (a) the legal competence or capacity of persons or entities (other than the Company) to complete the execution of documents, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinions set forth herein are true, correct and complete, and (e) 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. As to matters of fact material to this opinion that have not been independently established, we have relied upon the representations and certificates of officers or representatives of the Company and of public officials, in each case as we have deemed relevant and appropriate. We have not independently verified the facts so relied on.
 
This opinion letter is limited to Marshall Islands law and is as of the date hereof. 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 foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that:
 
1.
The Series C Preferred Shares have been duly authorized by the Company.

2.
The Series C Preferred Shares, when issued, sold and paid for upon conversion of the Series B Preferred Shares in accordance with the terms of the Series B Preferred Shares, will be validly issued, fully paid, and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement, the discussion of this opinion in the Registration Statement, and the references to our firm in the Prospectus. 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, 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 LLP
 
/s/ Watson Farley & Williams LLP