Attached files
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| 8-K - FORM 8-K - Rand Logistics, Inc. | e608906_8k-rand.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - Rand Logistics, Inc. | e608906_ex1-1.htm |
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575 Madison Avenue
New York, NY 10022-2585
212.940.8800 tel
212.940.8776 fax
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September 21, 2011
Rand Logistics, Inc.
500 Fifth Avenue 50th floor
New York, New York 10110
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Re:
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Rand Logistics, Inc.
Registration on Form S-3
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Ladies and Gentlemen:
We have acted as counsel to Rand Logistics, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a supplement to the prospectus (the “Prospectus Supplement”) contained in the Company’s Registration Statement on Form S-3 (Registration File No. 333-172815) (the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) in connection with the issuance and sale by the Company of 2,800,000 shares (the “Shares”) of the Company’s common stock, par value $.0001 per share (the “Common Stock”), to BB&T Capital Markets, a division of Scott & Stringfellow, LLC (the “Underwriter”), pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”), dated as of September 16, 2011, between the Company and the Underwriter.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Act”).
In connection with this opinion, we have relied as to matters of fact, without investigation, upon affidavits, certificates and written statements of directors, officers and employees of, and the accountants for, the Company. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such instruments, documents and records as we have deemed relevant and necessary to examine for the purpose of this opinion, including (i) the Registration Statement; (ii) the Prospectus Supplement; (iii) a specimen certificate representing the Common Stock; (iv) the Amended and Restated Certificate of Incorporation of the Company, as presently in effect; (v) the Second Amended and Restated By-Laws of the Company, as presently in effect; (vi) the Company’s 2007 Long-Term Incentive Plan; and (vii) certain resolutions of the Board of Directors of the Company relating to the issuance and sale by the Company of the Shares and related matters.
In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the due authority of the parties signing such
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CHARLOTTE
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CHICAGO
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IRVING
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LONDON
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LOS ANGELES
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NEW YORK
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WASHINGTON, DC
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WWW.KATTENLAW.COM
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LONDON AFFILIATE: KATTEN MUCHIN ROSENMAN UK LLP
A limited liability partnership including professional corporations
Rand Logistics, Inc.
Page 2
documents, the authenticity of the documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies and that at the time of each issuance of Shares, the Company will have sufficient authorized but unissued and otherwise unreserved shares of Common Stock under its Amended and Restated Certificate of Incorporation to permit such issuance and sale of Shares. In making our examination of documents executed or to be executed by parties other than the Company, we have assumed that such parties had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof.
Based upon and subject to the foregoing, it is our opinion that the Shares are duly authorized, validly issued, fully paid and non-assessable.
Our opinion expressed above is limited to the General Corporation Law of the State of Delaware, including the applicable provisions of the Constitution of the State of Delaware and the reported judicial decisions interpreting such laws and provisions. This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ KATTEN MUCHIN ROSENMAN LLP
KATTEN MUCHIN ROSENMAN LLP