[] [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 May 23, 2016 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 “] [May 23, 2016 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: Company Commission Securities Act Rules Registration Statement We have acted as counsel to Seaspan Corporation, a Marshall Islands corporation (the “ (a) shares of the Company’s common stock, par] [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 Professional Accountants Vancouver, Canada]