30 December 2004

Frontline Ltd
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM 08
Bermuda

Ladies and Gentlemen:

Re: Form F-3 Registration Statement
- -----------------------------------

We have acted as legal  counsel  in  Bermuda  as to  matters  of Bermuda  law 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,  of a  Registration  Statement on Form F-3 (such  registration
statement and any additional  registration statement filed is referred to as the
"Registration  Statement") in relation to the shelf  registration of senior debt
securities and  subordinated  debt securities  (collectively  referred to as the
"Debt  Securities")  which may be issued  pursuant  to separate  indentures,  as
amended and supplemented from time to time,  between the Company and the trustee
named in the applicable  indenture (the "Indenture"),  shares of preferred stock
of the  Company  (the  "Preferred  Shares")  and  shares of common  stock of the
Company,  par  value  $2.50 per share the  ("Ordinary  Shares")  together  to be
offered  from  time  to  time  by  the  Company  up to an  aggregate  amount  of
US$500,000,000.

We have examined originals or copies,  certified or otherwise  identified to our
satisfaction,  of (i) the  Registration  Statement and the prospectus  contained
therein (the "Prospectus"), and (ii) such corporate documents and records of the
Company and such other instruments, certificates and documents as we have deemed
necessary or appropriate for the purposes of this opinion.

With respect to all of the foregoing documents,  we have assumed the genuineness
of  all  signatures,  the  authenticity  of  all  documents  submitted  to us as
originals,  the conformity to the original or executed document, as the case may
be, of all  documents  submitted  to us as certified or  reproduced  copies,  or
drafts of documents to be executed,  and we have assumed the completeness of all
public records examined by us.

Based upon and subject to the foregoing, we are of the opinion that:

     1.   The  Company  has been duly  organized  and is validly  existing  as a
          company under the laws of the Bermuda.

     2.   Any Common Shares and any Preferred  Shares issued in accordance  with
          the terms of the Prospectus will be duly  authorized,  validly issued,
          fully paid and non-assessable shares of the Company.

     3.   The execution and delivery of the Indenture have been duly  authorized
          by the board of directors of the Company.

     4.   The statements in the Prospectus  under the captions  "Description  of
          Debt Securities",  "Description of Preferred Shares,"  "Description of
          Ordinary  Shares" and "Enforcement of Civil  Liabilities,"  insofar as
          they  purport  to  describe  the  provisions  of the  laws of  Bermuda
          referred to therein, are accurate and correct in all material aspects.

We render  this  opinion  as  members  of the Bar of  Bermuda  and we express no
opinion as to the laws of any jurisdiction  other than Bermuda.  This opinion is
rendered  as of the date hereof and we assume no  responsibility  to update this
opinion,  or to advise you of any change in the law,  after the date hereof.  No
opinion may be inferred beyond the matters expressly stated herein.

This  opinion  is  issued in  connection  with the  filing  of the  Registration
Statement with the  Securities  and Exchange  Commission of the United States of
America,  and we  consent to the  filing of this  opinion as Exhibit  5.1 to the
Registration  Statement  and to the  reference  to our firm  under the  captions
"Legal Matters" and "Enforcement of Liabilities" in the Prospectus.

Yours faithfully,
MELLO JONES & MARTIN

02089.0009 #537765