Exhibit 5.1
REEDER & SIMPSON P.C.
ATTORNEYS AT LAW
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P.O. Box 601 |
Telephone: 011-692-625-3602 |
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RRE Commercial Center |
Facsimile: 011-692-625-3603 |
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Majuro, MH 96960 |
Email: dreeder@ntamar.net |
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r.simpson@simpson.gr |
Baltic Trading Limited
299 Park Avenue, 20th Floor
New York, New York 10171
March 10, 2010
Re: Baltic Trading Limited (the Company)
Ladies and Gentlemen:
We are licensed to practice law in the Republic of the Marshall Islands (the RMI), and are members in good standing of the Bar of the RMI. We are acting as special RMI counsel to the Company, an RMI non-resident domestic corporation (the Registrant), in connection with the preparation and filing of a Registration Statement on Form S-8 (the Registration Statement), with the Securities and Exchange Commission (the Commission), with respect to the registration under the Securities Act of 1933, as amended (the Act), of an aggregate of 2,000,000 shares (the Shares), of common stock, par value US$.01 per share (the Common Stock), to be issued by the Company.
In connection with this opinion and the registration of the Shares, we have examined originals, facsimiles, photos or electronic copies of the Registration Statement, the Articles of Incorporation of the Registrant, the By-laws of the Registrant, and such documents and records as we have deemed necessary in order to render this opinion on the matters covered hereby. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein. We have also made such examinations of matters of RMI law as we deem necessary in connection with the opinions expressed herein.
We have not reviewed any other documents other than those specifically listed above and we cannot render an opinion regarding the laws of the RMI on any other documents other than those specifically listed above even if such other documents have either been referred to or are incorporated into the documents we have reviewed.
Whenever our opinion is indicated to be based on our knowledge or awareness, it is intended to signify that we have not undertaken any independent investigation specifically for the purpose of rendering this opinion other than those procedures referred to herein and my knowledge will be limited to those matters of which we have actual knowledge. Whenever we have stated that we have assumed any matter, it is intended that we assume such matter without making any factual, legal, or other inquiry or investigation and without expressing any opinion or conclusion of any kind concerning such matter.
We express no opinion as to matters governed by, or the effect or applicability of any laws of any jurisdiction other than the laws of the RMI which are in effect as of the date hereof. This opinion speaks as of the date hereof, and it should be recognized that changes may occur after the date of this letter which may effect the opinions set forth herein. We assume no obligation to advise the parties, their counsel, or any other party seeking to rely upon this opinion, of any such changes, whether or not material, or of any other matter which may hereinafter be brought to our attention.
Based upon and subject to the assumptions, qualifications and limitations herein, we are of the opinion that the Shares covered by the Registration Statement will be validly issued, fully paid, and non-assessable.
We hereby authorize the Company to file this opinion as an exhibit to the Registration Statement and consent to the use of this opinion as an exhibit to the Registration Statement, without admitting that we are an expert within the meaning of the Securities Act or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement. In giving such consent, we do not thereby 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 thereunder.
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Sincerely, |
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/s/ Dennis J. Reeder |
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Dennis J. Reeder |
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Reeder & Simpson P.C. |
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