SEC Comment Letter for NORDIC AMERICAN TANKERS Ltd (NAT) (CIK 0001000177) (NAT) — Jul 9, 2013
NORDIC AMERICAN TANKERS Ltd (NAT) (CIK 0001000177)
Date: July 9, 2013 · CIK: 0001000177 · Accession: 0000000000-13-037203
AI Filing Summary & Sentiment
File numbers found in text: 333-187400
Referenced dates: April 8, 2013
Letter
July 9 , 2013 Via E -mail Herbj ǿrn Hansson Chief Executive Officer Nordic American Tankers Limited LOM Building 27 Reid Street Hamilton HM 11 Bermuda
Re: Nordic American Tankers Limited Amendment No. 1 to Registration Statement on Form F-3 Filed June 28 , 2013 File No. 333-187400
Dear Mr. Hannson :
We have reviewed your response to our letter dated April 8, 2013 and have the following additional comments.
Exhibit 5.1
1. We note your response to prior comment 3; however, we continue to believe that the assumptions in paragraph (h) are not appropriate. The assumptions in paragraph (h) appear necessary to the legal conclusion that the ac tions required by Bermuda law to approve the issuance of the securities have been taken and that the securities will be issued in compliance with the requirements of Bermuda law, the registrant’s certificate of incorporation and its bylaws, and the resolut ions approving the issuance of those securities. Additionally, to the extent a component of the assumption in paragraph (h) is a question of fact, it would appear to be a material fact or otherwise readily ascertainable. As to matters of fact, counsel ma y rely on a certificate of an officer of the corporation. Please have counsel revise accordingly.
2. We note your response to prior comment 4. Purchasers in the offering are entitled to rely unconditionally on the legality opinion. Please have counsel re vise the first paragraph under “Disclosure” on page 3 and remove the second sentence of the last paragraph on page 3 accordingly.
Herbjǿrn Hannson Nordic American Tankers Limited July 9 , 2013 Page 2
Please contact J. Nolan McWilliams at (202) 551 -3217 or me at (202) 551 -3755 with any questions you may have .
Sincerely,
/s/ Max A. Webb
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July 9 , 2013 Via E -mail Herbj ǿrn Hansson Chief Executive Officer Nordic American Tankers Limited LOM Building 27 Reid Street Hamilton HM 11 Bermuda Re: Nordic American Tankers Limited Amendment No. 1 to Registration Statement on Form F-3 Filed June 28 , 2013 File No. 333-187400 Dear Mr. Hannson : We have reviewed your response to our letter dated April 8, 2013 and have the following additional comments. Exhibit 5.1 1. We note your response to prior comment 3; however, we continue to believe that the assumptions in paragraph (h) are not appropriate. The assumptions in paragraph (h) appear necessary to the legal conclusion that the ac tions required by Bermuda law to approve the issuance of the securities have been taken and that the securities will be issued in compliance with the requirements of Bermuda law, the registrant’s certificate of incorporation and its bylaws, and the resolut ions approving the issuance of those securities. Additionally, to the extent a component of the assumption in paragraph (h) is a question of fact, it would appear to be a material fact or otherwise readily ascertainable. As to matters of fact, counsel ma y rely on a certificate of an officer of the corporation. Please have counsel revise accordingly. 2. We note your response to prior comment 4. Purchasers in the offering are entitled to rely unconditionally on the legality opinion. Please have counsel re vise the first paragraph under “Disclosure” on page 3 and remove the second sentence of the last paragraph on page 3 accordingly. Herbjǿrn Hannson Nordic American Tankers Limited July 9 , 2013 Page 2 Please contact J. Nolan McWilliams at (202) 551 -3217 or me at (202) 551 -3755 with any questions you may have . Sincerely, /s/ Max A. Webb Max A. Webb Assistant Director cc: Gary J. Wolfe, Esq. Seward & Kissel