[Letterhead of Andreas P. Demetriades & Associates]


                                             September 3, 1998



Millenium Seacarriers Inc.
Ugland House
South Church Street
Cayman Islands

         Re: Millenium Seacarriers Inc.-Registration Statement on Form F-4
             -------------------------------------------------------------

         We have acted as special Cypriot Counsel to the MILLENIUM SEACARRIERS
INC. ("Millenium Seacarriers") and each of those subsidiaries of Millenium
Seacarriers incorporated in the Republic of Cyprus (the "Cypriot Subsidiary
Guarantors") that are signatories to the Indenture, dated July 15, 1998 (the
"Indenture"), among Millenium Seacarriers, the Subsidiary Guarantors listed
therein and The First National Bank of Maryland, as Indenture Trustee (the
"Indenture Trustee") in connection with the issuance of the 12% First Priority
Ship Mortgage Exchange Notes due 2005 (the "Notes").

         In rendering the opinions expressed therein, we have examined the
Registration Statement as an exhibit to which this opinion will be filed. We
have also examined such other documents and instruments and have made such
further investigation as we have deemed necessary or appropriate in connection
with this Opinion.

         Based upon and subject to the foregoing and having regard for Legal
considerations which we have deemed relevant, we hereby confirm, and adopt as
our Opinion, the Statement of Legal Matters contained in the prospectus
contained in the above-referenced Registration Statement under the caption
"Certain Foreign Tax Considerations-Cypriot Tax Considerations".

         We consent to the filing of this opinion as an exhibit to the
Registration Statement referred to the above.

                                             Yours Sincerely,

                                             /s/ Andreas Demetriades

                                             ANDREAS P. DEMETRIADES LLB (HONS)
                                             ADVOCATE