Exhibit 5.2
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
January 8, 2024
C3is Inc.
331 Kifissias Avenue
Erithrea 14561
Athens, Greece
| Re: | Securities Registered under Registration Statement on Form F-1 |
We have acted as counsel to you in connection with your filing of a Registration Statement on Form F-1 (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by C3is Inc., a Marshall Islands corporation (the “Company”), of up to 9,090,909 units (the “Units”) of the Company, each Unit consisting of (i) one share of common stock, par value $0.01 per share (the “Common Stock”) of the Company, or one pre-funded warrant to purchase one share of Common Stock at an exercise price equal to $0.01 per share (collectively, the “Unit Pre-Funded Warrants”), (ii) one half of a Class B-1 warrant to purchase one share of Common Stock (the “Class B-1 Warrants”), and (iii) one Class B-2 warrant to purchase one share of Common Stock (the “Class B-2 Warrants”, and together with the Class B-1 Warrants, the “Unit Class B Warrants”), and up to 1,363,636 additional shares of Common Stock and/or pre-funded warrants (together with the Unit Pre-Funded Warrants, the “Pre-Funded Warrants”), and/or up to 681,818 additional Class B-1 Warrants and/or 1,363,636 Class B-2 Warrants (collectively, the “Additional Class B Warrants,” and together with the Unit Class B Warrants and Pre-Funded Warrants, the “Warrants”) which may be sold pursuant to an option granted to the underwriters by the Company to purchase additional securities. The Units and Warrants (together, the “Securities”) are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the laws of the State of New York.