UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2019

Commission File Number:  001-34677

Scorpio Tankers Inc.
(Translation of registrant's name into English)
 
9, Boulevard Charles III, Monaco 98000
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X]       Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ].

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ].

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.





INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this Report on Form 6-K as Exhibit 5.1 is the opinion of Seward & Kissel LLP relating to the legality and validity of the shares of common stock of Scorpio Tankers Inc. (the “Company”) that were registered for resale on September 30, 2019.
The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company's registration statement on Form F-3 (Registration No. 333-230469) that was filed with the U.S. Securities and Exchange Commission with an effective date of March 22, 2019.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
SCORPIO TANKERS INC.
 
 
(registrant)
 
     
     
Dated: October 8, 2019
By:
/s/  Brian Lee
 
   
Brian Lee
 
   
Chief Financial Officer
 
       


Exhibit 5.1

 
Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK  10004
 
     
 
TELEPHONE:  (212)  574-1200
FACSIMILE:  (212) 480-8421
WWW.SEWKIS.COM
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE:  (202) 737-8833
FACSIMILE:  (202) 737-5184
 
 


 
     October 8, 2019  



Scorpio Tankers Inc.
9, Boulevard Charles III
MC 98000
Monaco

Re: Scorpio Tankers Inc.

Ladies and Gentlemen:
We have acted as counsel to Scorpio Tankers Inc. (the “Company”), a Marshall Islands corporation, in connection with the Company’s registration statement on Form F-3 (File No. 333-230469) (the “Registration Statement”), which became automatically effective with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the provisions of the U.S. Securities Act of 1933, as amended, a base prospectus of the Company dated March 22, 2019 (the “Base Prospectus”), and a prospectus supplement thereto dated September 30, 2019 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”), relating to the registration for resale of 6,297,010 shares of the Company’s common stock, par value $0.01 per share (the “Secondary Shares”), to be offered by the Selling Shareholders named therein.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Prospectus and (iii) such corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors and officers of the Company and others.
Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that under the laws of the Republic of the Marshall Islands, the Secondary Shares have been duly authorized and are validly issued, fully paid and non-assessable.
This opinion is limited to the laws of the Republic of the Marshall Islands, as in effect on the date hereof.


Scorpio Tankers Inc.
October 8, 2019
Page 2 of 2


We hereby consent to the filing of this opinion as an exhibit to the Company’s Report on Form 6-K to be filed with the Commission on the date hereof, which will be incorporated by reference into the Registration Statement.


 
Very truly yours,
 
 

 
/s/ Seward & Kissel LLP