Exhibit 8.1
[Date of filing], 2008
Britannia Bulk Holdings Inc
Dexter House
2 Royal Mint Court
London
EC3N 4QN
United Kingdom
RE: BRITANNIA BULK HOLDINGS PLC REGISTRATION STATEMENT ON FORM F-1
Ladies and Gentlemen:
We have acted as counsel for Britannia Bulk Holdings Inc (the “Company”), a company incorporated in the Republic of the Marshall Islands with respect to certain legal matters in connection with the offer and sale by the Company of its common shares pursuant to the Registration Statement on Form F-1 (No. xxx-xxxxxx) dated [ ], 2008 (the “Registration Statement”). In connection therewith, we prepared the discussion set forth under the caption “Taxation—Material U.S. Federal Income Tax Considerations” in the Registration Statement (the “Discussion”).
All statements of legal conclusions contained in the Discussion, unless otherwise noted therein, are our opinion with respect to the matters set forth therein as of the effective date of the Registration Statement, in all cases qualified by the limitations contained in the Discussion. In addition, we are of the opinion that the Discussion with respect to those matters as to which no legal conclusions are provided are accurate discussions of such U.S. federal income tax matters (except as otherwise noted and except for the representations and statements of fact of the Company included in such Discussion, as to which we express no opinion).
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. This consent does not constitute an admission that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder.
| | Very truly yours, |
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| | /s/ VINSON & ELKINS LLP |
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| | Vinson & Elkins LLP |
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