EX-8.1 5 d1356855_ex8-1.htm d1356855_ex8-1.htm
Exhibit 8.1
 


 
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK  10004
 
     
 
   
TELEPHONE:  (212)  574-1200
FACSIMILE:  (212) 480-8421
WWW.SEWKIS.COM
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE:  (202) 737-8833
FACSIMILE:  (202) 737-5184

 
    February 22, 2013   
 


Scorpio Tankers Inc.
9, Boulevard Charles III
Monaco 98000

 
Re:           Scorpio Tankers Inc.
 
Ladies and Gentlemen:

You have requested our opinion regarding certain United States federal income tax matters relating to Scorpio Tankers Inc. (the "Company") and the holders of shares of the Company's common stock, par value $0.01 per share.
 
In formulating our opinion as to these matters, we have examined such documents as we have deemed appropriate, including (i) the registration statement on Form F-3 (the "Registration Statement"), as filed by the Company with the U.S. Securities and Exchange Commission (the "Commission"), relating to the registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), of an indeterminate number of securities; and (ii) the prospectus of the Company included in the Registration Statement (the "Prospectus").  We have also obtained such additional information as we have deemed relevant and necessary from representatives of the Company.
 
Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement.
 
Based on the facts as set forth in the Registration Statement and the Company's annual report on Form 20-F for the fiscal year ended December 31, 2011 (the "Annual Report"), which is incorporated by reference into the Registration Statement, and in particular, on the representations, covenants, assumptions, conditions and qualifications described (i) in the Annual Report in the section entitled "ITEM 10.E. Taxation—United States Federal Income Tax Considerations" and in the risk factors entitled "United States tax authorities could treat us as a 'passive foreign investment company,' which could have adverse United States federal income tax consequences to United States shareholders" and "We may have to pay tax on United States source shipping income, which would reduce our earnings," and (ii) in the Prospectus in the section entitled "Tax Considerations—United States Federal Income Tax Considerations," we hereby confirm that the opinions with respect to United States federal income tax considerations expressed in the discussions in the sections listed in (i) and (ii) are the opinions of Seward & Kissel LLP and accurately state our view as to the tax matters discussed therein.
 
Our opinions and the tax discussion as set forth in the Prospectus are based on the current provisions of the U.S. Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service, which may be cited or used as precedents, and case law, any of which may be changed at any time with retroactive effect.  No opinion is expressed on any matters other than those specifically referred to above by reference to the Prospectus.
 

 
 

 
Scorpio Tankers Inc.
February 22, 2013
Page 2 of 2



We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us (i) in the Annual Report in the section entitled "ITEM 10.E. Taxation—United States Federal Income Tax Considerations" and in the risk factors entitled "United States tax authorities could treat us as a 'passive foreign investment company,' which could have adverse United States federal income tax consequences to United States shareholders" and "We may have to pay tax on United States source shipping income, which would reduce our earnings," and (ii) in the sections in the Prospectus entitled "Tax Considerations—United States Federal Income Tax Considerations" and "Legal Matters," without admitting we are "experts" within the meaning of the Securities Act or the rules and regulations of the Commission promulgated thereunder with respect to any part of the Registration Statement.
 
 
    Very truly yours,  
       
       
       
    /s/ Seward & Kissel LLP