[] [SEASPAN CORPORATION, AS ISSUER, TO , AS TRUSTEE INDENTURE [SUBORDINATED] DEBT SECURITIES DATED AS OF , 20 Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act of 1939 Section Indenture Section 310 (a)(1) 6.8 (a)(2) 6.8 (a)(3) TIA (a)(4) Not Applicable (a)(5) TIA (b) 6.9 311 (a) TIA (b) TIA 312] [SEASPAN CORPORATION, AS ISSUER, TO , AS TRUSTEE INDENTURE CONVERTIBLE [SUBORDINATED] DEBT SECURITIES DATED AS OF , 20 Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act of 1939 Section Indenture Section 310 (a)(1) 6.8 (a)(2) 6.8 (a)(3) TIA (a)(4) Not Applicable (a)(5) TIA (b) 6.9 311 (a) TIA (b) TIA] [REEDER & SIMPSON P.C. ATTORNEYS AT LAW P.O. Box 601 RRE Commercial Center Majuro, MH 96960 Telephone: + 692-625-3602 Email: dreeder@ntamar.net r.simpson@simpson.gr August 19, 2013 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong, China Ladies and Gentlemen: RMI Corporation Registration Statement Commission Securities Act a. Common Shares common shares of the Corporation (the “] [August 19, 2013 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong, China Re: Registration Statement on Form F-3 filed by Seaspan Corporation Ladies and Gentlemen: (a) shares of the Company’s common stock, par value $0.01 per share, (b) shares of the Company’s preferred stock, par value $0.01 per share, which may be convertible preferred] [Consent of Independent Registered Public Accounting Firm The Board of Directors Seaspan Corporation: We consent to the use of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus. Chartered Accountants Vancouver, Canada August]