Exhibit 5.1

 

MILBANK, TWEED, HADLEY & MCLOY LLP

     

Washington DC

1-202-835-7500

FAX: 1-202-263-7586

 

Los Angeles

1-424-386-4000

FAX: 1-213-629-5063

 

São Paulo

55-11-3927-7700

FAX: 55-11-3927-7777

 

London

44-20-7615-3000

FAX: 44-20-7615-3100

 

Frankfurt

49-69-71914-3400

FAX: 49-69-71914-3500

 

28 LIBERTY STREET

 

NEW YORK, NY 10005-1413

_____________

1-212-530-5000

 

FAX: 1-212-530-5219

 

 

 

 

 

 

 

 

 

 

 

August 8, 2018

Munich

49-89-25559-3700

FAX: 49-89-25559-3700

 

Tokyo

813-5410-2801

FAX: 813-5410-2891

 

Beijing

8610-5969-2700

FAX: 8610-5969-2707

 

Hong Kong

852-2971-4888

FAX: 852-2840-0792

 

Singapore

65-6428-2500

FAX: 65-6428-2400

 

Seoul

822-6137-2600

FAX: 822-6137-2626

 

 

SEACOR Holdings Inc.
2200 Eller Drive, PO Box 13038
Fort Lauderdale, FL 33316

 

 

Re:

Registration Statement on Form S-8 relating to the issuance of Common Stock under the SEACOR Holdings Inc. 2009 Employee Stock Purchase Plan

 

Ladies and Gentlemen:

 

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) which SEACOR Holdings Inc., a Delaware corporation (the “Company”), proposes to file with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, an additional 300,000 shares of common stock of the Company, par value $0.01 per share (the “Shares”), issued, or issuable under and pursuant to the SEACOR Holdings Inc. 2009 Employee Stock Purchase Plan (as amended, the “Plan”).

 

We have examined originals, or copies certified to our satisfaction, of such corporate records of the Company, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company and other documents as we have deemed it necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to various questions of fact material to such opinions we have, when relevant facts were not independently established, relied upon certifications by officers of the Company and other appropriate persons and statements contained in the Registration Statement.

 

Based upon the foregoing, and having regard to legal considerations which we deem relevant, we are of the opinion that the issuance of the Shares pursuant to the Plan has been duly authorized and, when issued and delivered upon receipt by the Company of consideration constituting lawful consideration under Delaware law in accordance with the relevant Plan, the Shares will have been legally and validly issued, fully paid and non-assessable.

 

 

 

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the rules or regulations of the Securities and Exchange Commission thereunder.

 

  Very truly yours,
   
   
  /s/ Milbank, Tweed, Hadley & McCloy LLP