SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
July 30, 2004
Frontline Ltd.
Par la Ville Place, 4th Floor
Par la Ville Road
Hamilton HM 08
Bermuda
Ladies and Gentlemen:
We have acted as counsel to Frontline Ltd., a company organized under the laws
of the Islands of Bermuda (the "Company"), and in such capacity we have assisted
in the preparation and filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), of an amended
Registration Statement on Form F-3 (such registration statement and any
additional registration statement filed pursuant to Rule 462(b) is referred to
as the "Registration Statement") in respect of the contemplated issuance by the
Company from time to time of up to $500,000,000 aggregate public offering price
(or any such further aggregate public offering price as may be registered
pursuant to Rule 462(b)) or the equivalent thereof in one or more foreign
currencies, currency units or composite currencies of (i) senior debt securities
and subordinated debt securities (collectively referred to as the "Debt
Securities"), which may be issued pursuant to separate indentures, as amended or
supplemented from time to time, between the Company and the trustee named in the
applicable indenture; (ii) shares of preferred stock of the Company (the
"Preferred Stock"); and (iii) shares of common stock of the Company, par value
$2.50 per share (the "Common Stock"). The Debt Securities, Preferred Stock and
Common Stock are hereafter referred to as the "Securities."
As such counsel, we have examined such papers, documents and certificates of
public officials and certificates of the officers of the Company as we have
deemed relevant and necessary as the basis for the opinions hereafter expresses.
In such examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as conformed or photostatic
copies.
This opinion is limited to the laws of the Islands of Bermuda. In rendering this
opinion, we have relied on opinions of counsel in Bermuda rendered in
transactions which we consider to be sufficiently similar to those contemplated
hereby in order to afford a satisfactory basis for such opinion, and upon our
independent examinations of the laws of the Islands of Bermuda and our knowledge
and interpretation of analogous laws in the United States. Based upon the
foregoing and having regard to legal considerations which we deem relevant, we
are of the opinion that:
1. Upon the fixing of the designations, relative rights, preferences and
limitations of any series of Preferred Stock by the Board of Directors of
the Company and any proper and valid filing with the authorities of the
Islands of Bermuda of a statement setting forth a copy of the resolution of
the Board of Directors establishing such series of Preferred Stock and the
number of shares of such Preferred Stock to be issued, all in conformity
with the Company's Memorandum of Association and Amended and Restated
Bye-Laws and upon the approval of the Board of Directors of the Company of
the specific terms of the issuance, all necessary corporate action on the
part of the Company will have been taken to authorize the issuance and sale
of such series of Preferred Stock proposed to be sold by the Company, and
when such shares of Preferred Stock are issued and delivered against
payment therefor in accordance with the applicable agreement or upon
conversion or exchange in accordance with the terms of any other Security
that has been duly authorized, issued, paid for an delivered, such shares
will be validly issued, fully paid and non-assessable.
2. The shares of Common Stock, when the terms of the issuance and sale thereof
have been duly approved by the Board of Directors of the Company in
conformity with the Company's Memorandum of Association and Amended and
Restated Bye-Laws and when issued and delivered against payment therefor in
accordance with the applicable agreement or upon conversion or exchange of
any Security that has been duly authorized, issued, paid for and delivered,
will be validly issued, fully paid and non-assessable.
3. When the specific terms of a particular Debt Security have been duly
authorized by the Board of Directors of the Company and established in
accordance with the applicable indenture and such Debt Security has been
duly executed, authenticated, issued for value and delivered in accordance
with the applicable indenture, such Debt Security will be a binding
obligation of the Company, enforceable against the Company in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance or other laws relating to
or affecting creditors' rights generally and subject to general principles
of equity, including application by a court of competent jurisdiction of
principles of good faith, fair dealing, commercial reasonableness,
materiality, unconscionability and conflict with public policy or other
similar principles.
We are members of the bar of the State of New York, and this opinion is limited
to the law of the State of New York and the Federal law of the United States. In
rendering this opinion, to the extent that the matters discussed herein relate,
or are affected by, Bermuda laws, we have relied on the opinion of Mello, Jones
& Martin, a copy of which is included as Exhibit 5.1 to the Registration
Statement.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name in the prospectus contained therein.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
This opinion may not, without our prior written consent, be used or relied upon
by any person other than the Company.
Very truly yours,
/s/ Seward & Kissel LLP
02089.0009 #499217