AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON FEBRUARY __, 2000
SUBJECT TO AMENDMENT
REGISTRATION NO. ______-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OMI CORPORATION
(Exact name of registrant as specified in its charter)
----------------
Marshall Islands 52-2098714
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One Station Place
Stamford, CT 06901
(203) 602-6700
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
FREDRIC S. LONDON, ESQ.,
SENIOR VICE PRESIDENT & GENERAL COUNSEL
OMI CORPORATION
One Station Place
Stamford, CT 06901
(203) 602-6700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
The Commission is requested to mail signed copies of all orders,
notices and communications to:
Fredric S. London, Esq. Robert L. Clare III, Esq.
OMI Corporation White & Case LLP
One Station Place 1155 Avenue of the Americas
Stamford, CT 06901 New York, New York 10036
(203) 602-6700 (212) 819-8200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [__]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [__]
If this Form is a post-effective amendment filed pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [__]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [__]
----------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered share(1) price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock, par value $0.50 6,299,998 shares $2.25 $14,174,995 $3,742.20
per share (and related Rights (and an equal number
(the "Rights") with the shares of Rights)
of Common Stock)
- ----------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and based
on the average of the high and low prices of the Common Stock on the New York
Stock Exchange on February 8, 2000.]
</TABLE>
----------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its Effective Date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
================================================================================
The information contained in this Prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission or any applicable state securities commission
is effective. This Prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
================================================================================
<PAGE>
Subject to Completion, Dated February ___, 2000
Prospectus
6,299,998 Shares
OMI CORPORATION
Common Stock
This is a public offering of shares of Common Stock of the OMI
Corporation by the Selling Stockholders named in this Prospectus. The Selling
Stockholders are offering 6,299,998 shares of Common Stock of OMI Corporation.
OMI Corporation will not receive any of the proceeds from the offering.
With each share being offered, there is one Right to purchase Series A
Participating Preferred Stock, par value $1.00 per share of OMI Corporation.
This Right is exercisable in certain circumstances arising from a hostile
takeover attempt.
The Common Stock is listed on the New York Stock Exchange under the
symbol "OMM." On February ___, 2000, the last reported sale price of the Common
Stock on the NYSE was $__ per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated February __, 2000
<PAGE>
TABLE OF CONTENTS
Available Information........................................................ 3
Incorporation of Certain Information by Reference............................ 4
The Company.................................................................. 5
Use of Proceeds.............................................................. 5
Common Stock Price Range..................................................... 5
Dividend Policy.............................................................. 6
Selling Stockholders......................................................... 6
Plan of Distribution......................................................... 7
Legal Matters................................................................ 7
Experts...................................................................... 8
<PAGE>
As used in this Prospectus,
(a) the "Common Stock" means the common stock of OMI, par value $0.50
per share; references to the Common Stock will generally include the related
Rights;
(b) the "Company" or "OMI" means the OMI Corporation, a Marshall
Islands corporation;
(c) the "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(d) the "NYSE" means the New York Stock Exchange;
(e) the "Rights" means the rights to purchase Series A Participating
Preferred Stock of the Company, with $1.00 par value per share, issuable in
certain circumstances with the shares of Common Stock;
(f) the "Securities Act" means the Securities Act of 1933, as amended;
and
(g) the "Selling Stockholders" are the persons identified in the table
under the heading "Selling Stockholders" in this prospectus.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").
The Company has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement"), under the Securities Act for the registration of the Common Stock
and Rights offered hereby. This prospectus constitutes a part of the
Registration Statement and does not contain all the information set forth
therein, certain parts of which have been omitted as permitted by the rules and
regulations of the Commission. Any statements contained in this prospectus
concerning the provisions of any contract or other document are not necessarily
complete and, in each instance, reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference. For further information regarding the Company and the securities
offered hereby, you should refer to the Registration Statement.
You can inspect and copy the Registration Statement, as well as the
reports, proxy statements and other information filed by the Company with the
Commission, at the public reference facilities maintained by the Commission at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Commission's regional offices in Chicago, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and in New York, Seven World Trade Center, 13th
Floor, New York, New York 10048. You can also obtain copies of this material
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. For information on the operation of
the Public Reference Section, you may call the Commission at 1-800-SEC-0330. The
Commission maintains a Web site (http://www.sec.gov) that contains reports,
proxy statements and other information regarding registrants who file
electronically with the Commission. In addition, you can inspect reports, proxy
statements and other information concerning the Company at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company incorporates and makes part of this prospectus by reference
the following documents, filed by the Company with the Commission pursuant to
the Exchange Act, except as superseded or modified herein:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1998;
2. The Company's Amendment to the Company's Annual Report on Form
10-KA filed by April 7, 1999.
3. The Company's current reports on Form 8-K dated July 1, 1999.
4. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999;
5. The Company's Proxy Statement for the 1999 annual meeting of
stockholders; and;
6. The description of the Common Stock contained in its registration
statements on Form 8-A, May 15, 1998, as amended on June 18, 1998 and the
description of the Rights currently traded with the Common Stock contained
in the Company's registration statement on Form 8-A, dated December 14,
1998, filed under Section 12 of the Exchange Act, including any subsequent
amendments or reports filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference into this prospectus and made a part
hereof from the date of filing of such documents, except that the information
required by Item 402 (i), (k) and (l) of Regulation S-K under the Securities Act
and included in any such document is not incorporated herein. Any statement
contained in this prospectus or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or therein or in a subsequently filed document, that also is or is deemed to be
incorporated by reference herein or therein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this prospectus is delivered, upon the written or oral request
of any such person, a copy of any or all of the documents which have been or may
be incorporated by reference in this prospectus, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference in
the documents. You should direct requests for such copies to Fredric S. London,
Esq., Senior Vice President and General Counsel, OMI Corporation, One Station
Place, Stamford, Connecticut 06901 (telephone:(203) 602-6700).
THE COMPANY
The principal executive offices of the Company are located at One
Station Place, Stamford, Connecticut 06901 (telephone:(203) 602-6700).
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby. See "Selling Stockholders."
COMMON STOCK PRICE RANGE
The Company's Common Stock is listed on the New York Stock Exchange
under the symbol "OMM." The table below shows the range of reported last sale
prices on the New York Stock Exchange Composite Tape for the Company's Common
Stock for the periods indicated and the dividends paid per share on the Common
Stock for such periods.
Common
Stock Price
High Low
Period beginning June 17, 1998(1)
June 17 to June 30 ..................8 11/16 6 7/8
Third Quarter .........................8 5/16 3 1/8
Fourth Quarter ........................4 2 5/8
Year ended December 31, 1999
First Quarter .........................3 1/4 1 9/16
Second Quarter ....................... 2 11/16 1 1/2
Third Quarter .........................2 3/4 1 7/8
Fourth Quarter ........................2 9/16 1 1/2
Period ended February 10, 2000............. 2 9/16 1 3/4
- ----------------
(1) Prior to June 30, 1998, the Company was a Subsidiary of OMI Corp., a
Delaware corporation.
DIVIDEND POLICY
The Board has not declared dividends to this date. OMI's current policy
is not to pay dividends, but to retain cash for use in its business. Any
determination to pay dividends by OMI in the future will be at the discretion of
the Board of Directors and will depend upon OMI's results of operations,
financial condition, capital restrictions, covenants and other factors deemed
relevant by the Board of Directors. Payment of dividends is limited by the terms
of certain agreements to which OMI and its subsidiaries are party.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Selling Stockholders, including:
(i) the name of each Selling Stockholder;
(ii) the number of shares of Common Stock beneficially owned by such
Selling Stockholder prior to the offering;
(iii) the maximum number of shares of such Common Stock to be offered
by such Selling Stockholder hereby; and
(iv) the number of shares of Common Stock to be beneficially owned by
such Selling Stockholder assuming all of the shares of such Selling
Stockholder covered by this prospectus are distributed in the offering.
Because the Selling Stockholders or their transferees may offer all, a
portion or none of the Common Stock offered pursuant to this prospectus, no
estimate can be given as to the amount of Common Stock that will be held by the
Selling Stockholders upon termination of the offering. See "Plan of
Distribution."
<TABLE>
<CAPTION>
Number of Shares
Number of Maximum to be Beneficially
shares Number of Owned after
Beneficially Shares Offering, Assuming
Owned Prior to to be All Shares Offered
the Offering Offered are Distributed
<S> <C> <C> <C>
Mega Tankers Newbuilding AS................ 5,700,000 5,700,00 0
Venturos Holding AS........................ 299,999 299,999 0
Glastad Capital AS......................... 299,999 299,999 0
Total...................................... 6,299,998 6,299,998 0
</TABLE>
PLAN OF DISTRIBUTION
The Company has not been advised by the Selling Stockholders as to any
plan of distribution. Distribution of the Common Stock by the Selling
Stockholders, or by pledgees, donees (including charitable organizations),
transferees or other successors in interest, may be effected from time to time
in one or more transactions (which may involve block transactions):
(i) on the NYSE in transactions that may include special offerings and
exchange distributions pursuant to and in accordance with the rules of such
exchange,
(ii) in the over-the-counter market, or
(iii) in transactions otherwise than on such exchange or in the
over-the-counter market, or in a combination of any such transactions.
Such transactions may be effected by the Selling Stockholders at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The Selling Stockholders
may effect such transactions by selling the Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts or commissions from the Selling Stockholders and may receive
commissions from the purchasers of the Common Stock for whom they may act as
agent. The Selling Stockholders may agree to indemnify any broker-dealer or
agent that participates in transactions involving sales of the shares against
certain liabilities, including liabilities arising under the Securities Act.
The Company has agreed to bear certain expenses (excluding any
underwriting fees, expenses, discounts or other costs payable to any
underwriter, broker or dealer) in connection with the registration and sale of
the Common Stock being offered by the Selling Stockholders, estimated to be
approximately $[________].
The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of the Common
Stock may be deemed to be "underwriters" within the meaning of the Securities
Act, and any commissions received by them and any profit on the resale of any
Common Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed
upon for the Company by Fredric S. London, Esq., Senior Vice President and
General Counsel of the Company.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1998 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of issuance and distribution, other than
underwriting discounts and commissions, expected to be incurred by the
Registrant are as follows:
Filing fee of Securities and Exchange Commission $4,054.05
relating to registration statement....................
Fees and expenses of counsel for the Registrant, $5,000.00
White & Case LLP......................................
Fee of accountants, Deloitte & Touche LLP............. $10,000.00
Miscellaneous......................................... 0
Total................................................. $10,054.05
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS OF OMI
Marshall Islands law provides that with respect to legal actions against a
person by reason of the fact that such person is or was a director or officer of
a corporation, such corporation (i) must indemnify such person for expenses of
litigation when such person is successful on the merits; (ii) may indemnify such
person for expenses, judgments, fines and amounts paid in settlement of
litigation (other than in an action by or in right of the corporation), even if
such person is not successful on the merits, if such person acted in good faith
and in a manner that such person reasonably believed to be in or not opposed to
the best interests of the corporation (and, in the case of criminal proceedings,
had no reason to believe that conduct was unlawful); and (iii) may indemnify
such person for the expenses of a suit by or in the interest of the corporation,
even if such person is not successful on the merits, if such person acted in
good faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the corporation, provided that no
indemnification may be made if such person has been found to be liable of
negligence or misconduct in the performance of his duties to the corporation
unless the court in which such action was brought determines that, despite the
finding of liability, such person is fairly and reasonably entitled to indemnity
for such expenses. The advancement of litigation expenses to a director or
officer is also authorized upon receipt by the board of directors of an
undertaking to repay such amounts if it is ultimately determined that such
person is not entitled to indemnification. The OMI Articles and By-laws limit
personal liability of directors and officers to the fullest extent permitted by
Marshall Islands law.
Insofar as indemnification for liabilities arising under the federal
securities laws may be permitted to directors, officers or persons controlling
OMI pursuant to the foregoing provisions, OMI has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy and therefore unenforceable.
ITEM 16. EXHIBITS.
Exhibit
Number Description
4.1 The Articles of Incorporation of OMI Corporation, incorporated by
reference herein from Exhibit 3.1 of the Registration Statement of Form
S-1 dated May 15, 1998.
4.2 By-laws of OMI Corporation, incorporated by reference herein from
Exhibit 3.2 of the Registration Statement on Form S-1 dated May 15,
1998.
5 Opinion of Fredric S. London, Esq. as to the legality of the shares of
Common Stock and Rights registered hereunder.
23.1 Consent of Deloitte & Touche LLP.
23.3 Consent of Fredric S. London, Esq. (included in Exhibit Number 5).
24 Power of Attorney (included in Part II of this Registration Statement).
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in this registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be initial bona fide
offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on the 11th day of
February, 2000.
OMI Corporation
(Registrant)
By: /s/ Fredric S. London
--------------------------------
Fredric S. London
Senior Vice President and General Counsel
By: /s/ Vincent J. de Sostoa
--------------------------------
Vincent J. de Sostoa
Senior Vice President and Chief
Financial Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Fredric S. London and Vincent J. de
Sostoa and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or would do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME SIGNATURE DATE
Robert Bugbee /s/ Robert Bugbee February 8, 2000
Director ---------------------------
James N. Hood /s/ James N. Hood February 7, 2000
Director ---------------------------
Craig H. Stevenson, Jr. /s/ Craig H. Stevenson, Jr. February 8, 2000
Director ---------------------------
James D. Woods /s/ James D. Woods February 10, 2000
Director ---------------------------
Michael Klebanoff /s/ Michael Klebanoff February 10, 2000
Director ---------------------------
EXHIBIT INDEX
Exhibit
Number Description
4.1 The Articles of Incorporation of OMI Corporation, incorporated by
reference herein from Exhibit 3.1 of the Registration Statement of Form
S-1 dated May 15, 1998.
4.2 By-laws of OMI Corporation, incorporated by reference herein from
Exhibit 3.2 of the Registration Statement on Form S-1 dated May 15,
1998.
5 Opinion of Fredric S. London, Esq. as to the legality of the shares of
Common Stock and Rights registered hereunder.
23.1 Consent of Deloitte & Touche LLP.
23.3 Consent of Fredric S. London, Esq. (included in Exhibit Number 5).
24 Power of Attorney (included in Part II of this Registration Statement).
Exhibit 5
February 11, 2000
OMI Corporation
One Station Place
Stamford, Connecticut 06902
Re: OMI Corporation,
Registration Statement on Form S-3
Ladies and Gentlemen:
I am General Counsel of OMI Corporation, a Marshall Islands'
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of the above-captioned
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the registration of 6,299,998 shares of the Corporation's Common Stock, $0.50
par value (the "Shares"), and related Rights (the "Rights") to purchase Series A
Participating Preferred Stock, par value $1.00 issuable in certain circumstances
with the shares of Common Stock.
In arriving at the opinions expressed below, I have examined and relied
on the originals or copies certified or otherwise identified to my satisfaction
of all such corporate records of the Corporation and such other instruments and
other certificates or public officials, officers and representatives of the
Corporation and such other persons, and I have made such investigation of law,
as I have deemed appropriate as a basis for the opinions expressed below. In
rendering the opinions expressed below, I have assumed and have not verified
that the signatures on all documents that I have examined are genuine.
Based on the foregoing, it is my opinion that:
1. The Corporation is validly existing as a corporation in good
standing under the laws of the Marshall Islands.
2. The Shares have been duly authorized by all necessary corporate
action of the Corporation, and are legally issued, fully paid and
non-assessable.
3. The Rights have been duly authorized and are the valid, binding and
enforceable obligations of the Company.
Insofar as the foregoing opinions relate to the validity, binding
effect or enforceability of any agreement or obligation of the Company, (a) I
have assumed that each other party to such agreement or obligation has satisfied
those legal requirements that are applicable to it to the extent necessary to
make such agreement or obligation enforceable against it, and (b) such opinions
are subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principals of equity.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my name in the Registration
Statement and the related Prospectus under the caption "Legal Matters." By
giving such consent, I do not admit that I am an "expert" within the meaning of
the Act or the rules and regulations of the Commission issued thereunder with
respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ Fredric S. London
------------------------------
Fredric S. London
Vice President, General Counsel
and Secretary
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of OMI Corporation on Form S-3 of our report dated February 23, 1999
(February 28, 1999 as to Note 7), appearing in the Annual Report on Form 10-K of
OMI Corporation for the year ended December 31, 1998 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
--------------------------
New York, New York
February 11, 2000
