SEWARD & KISSEL LLP
                             ONE BATTRY PARK PLAZA
                               NEW YORK, NEW YORK

                           TELEPHONE: (212) 574-1200
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                                 WWW.SEWKIS.COM

October 8, 2004

Frontline Ltd.
Par la Ville Place, 4th Floor
Par la Ville Road
Hamilton HM 08
Bermuda

Ladies and Gentlemen:

We have acted as United States and New York 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; and (iii) shares of common stock of the Company, par value
$2.50 per share.

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.

Based upon the foregoing and having regard to legal considerations which we deem
relevant, we are of the opinion that:

     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.

                              Very truly yours,

                             /s/ Seward & Kissel LLP