[COOPERS & LYBRAND LETTERHEAD]

                                                              Exhibit 8.2

Statia Terminals International N.V. and              Our reference
Statia Terminals Canada, Inc.                        SV/62.9460.I/B97084
                                                     Date
                                                     February 10, 1997
PER TELEFAX.                                         Subject
                                                     Netherlands Antilles
                                                     taxation

Dear Sirs:

We have acted as special tax counsel on matters of Netherlands Antilles tax law
to Statia Terminals International N.V. in connection with the execution of the
Purchase Agreement between Statia Terminals International N.V. (hereafter
"Statia N.V."), a Netherlands Antilles corporation. Statia Terminals Canada,
Incorporated, (hereafter "Statia Canada") a Nova Scotia, Canada corporation
(together with Statia N.V. the "Issuers") and Dillon, Read & Co. Inc. (the
"Purchaser") of an aggregate of $135,000,000 principal amount of 11-3/4% Series
A First Mortgage Notes due 2003 (the "Old Notes") issued by the Issuers pursuant
to the Indenture, among the Issuers, the companies collectively referred to as
the Subsidiary Guarantors and Marine Midland Bank as Trustee and in connection
with the Offer to Exchange (the "Exchange Offer") $135,000,000 principal amount
of 11-3/4% Series B First Mortgage Notes due 2003 (the "New Notes" and,
collectively with the Old Notes, the "Notes") pursuant to a prospectus dated
February 10, 1997 (the "Prospectus").

Based on the foregoing, we are of the opinion that the section of the Prospectus
captioned "Taxation--Netherlands Antilles Taxation" contains a summary which is
accurate in all material aspects of the Antilles profit tax, individual income
tax and gift, estate or inheritance tax consequences on the basis of the ruling
approved by the Antilles tax authorities, and applicable to a holder of Notes
who is not a resident or deemed a resident of the Netherlands Antilles and does
not have an enterprise which in its entirety or in part is carried on
personally, through a permanent representative, agent or permanent establishment
in the Antilles to which the Notes are attributable.

Yours truly,

Coopers & Lybrand