EX-8.1 9 d7862937_ex8-1.htm
Exhibit 8.1




 
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK  10004
 
     
WRITER'S DIRECT DIAL
   
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



 
April 11, 2018

Castor Maritime Inc.
Victory House
205 Archbishop Makarios Avenue
Limassol 3030
Cyprus

 
Re:
Castor Maritime Inc.

Ladies and Gentlemen:

We have acted as counsel to Castor Maritime Inc. (the "Company") in connection with the Company's Registration Statement on Form F-4 (File No. 333-            ) (the "Registration Statement") as filed publicly with the U.S. Securities and Exchange Commission on April 11, 2018, as thereafter amended or supplemented, with respect to the exchange offer of the Company's common shares, par value $0.001 per share.

In formulating our opinion as to these matters, we have examined such documents as we have deemed appropriate, including the Registration Statement and the prospectus of the Company (the "Prospectus") included in the Registration Statement. We also have 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, in particular, on the representations, covenants, assumptions, conditions and qualifications described under the captions "Risk Factors" and "Taxation" therein, we hereby confirm that the opinions of Seward & Kissel LLP with respect to United States federal income tax matters and Marshall Islands tax matters expressed in the Registration Statement under the captions "Taxation– U.S. Federal Income Tax Considerations", "Taxation – Marshall Islands Tax Considerations", "Risk Factors – A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate could result in a higher tax rate on our worldwide earnings, which could result in a significant negative impact on our earnings and cash flows from operations" and "Risk Factors – U.S. tax authorities could treat us as a 'passive foreign investment company,' which could have adverse U.S. federal income tax consequences to U.S. shareholders" accurately state our views as to the tax matters discussed therein.



Castor Maritime Inc.
Page 2
April 11, 2018

Our opinions and the tax discussion as set forth in the Registration Statement are based on the current provisions of the 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 Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and discussion of advice provided by us in the Prospectus. In giving such consent, we do not hereby admit that we are "experts" within the meaning of the Securities Act and 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