Exhibit 5.1



                        [Seward & Kissel LLP Letterhead]



                                                  December 13, 2006


Diana Shipping Inc.
Pendelis 16
175 64 Palaio Faliro
Athens, Greece

                  Re:   Diana Shipping Inc.

 Ladies and Gentlemen:

     We have acted as counsel to Diana Shipping Inc. (the "Company") in
connection with the Company's Registration Statement on Form F-3 (File No. 333-
) (the "Registration Statement") as filed with the U.S. Securities and Exchange
Commission (the "Commission") on December 13, 2006, as thereafter amended or
supplemented, with respect to the public offering by the Company (the
"Offering") of up to an aggregate of $423,525,000 of securities which may
include common shares, preferred shares, debt securities, guarantees, warrants,
purchase contracts and units (the "Primary Securities") and 8,000,000 common
shares of the Company, par value $0.01 per share, to be offered by certain
selling shareholders (the "Secondary Securities" and together with the Primary
Securities the "Securities").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the
Company (the "Prospectus") included in the Registration Statement; and (iii)
such corporate documents and records of the Company and such other instruments,
certificates and documents as we have deemed necessary or appropriate as a basis
for the opinions hereinafter expressed. In such examinations, we have assumed
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as copies or drafts of
documents to be executed, the genuineness of all signatures and the legal
competence or capacity of persons or entities to complete the execution of
documents. As to various questions of fact which are material to the opinions
hereinafter expressed, we have relied upon statements or certificates of public
officials, directors of the Company and others.

     We have further assumed for the purposes of this opinion, without
investigation, that (i) all documents contemplated by the Prospectus to be
executed in connection with the Offering have been duly authorized, executed and
delivered by each of the parties thereto other than the Company, and (ii) the
terms of the Offering comply in all respects with the terms, conditions and
restrictions set forth in the Prospectus and all of the instruments, agreements
and other documents relating thereto or executed in connection therewith.

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

     1. Under the laws of the Republic of the Marshall Islands, the Primary
Securities have been duly authorized, and when the Primary Securities are
issued, sold and paid for as contemplated in the Prospectus, will be validly
issued, fully paid and non-assessable.

     2. Under the laws of the Republic of the Marshall Islands, the Secondary
Securities have been duly authorized and validly issued and are fully paid for
and non-assessable.

     This opinion is limited to the law of the State of New York and the Federal
law of the United States of America and the laws of the Republic of the Marshall
Islands as in effect on the date hereof.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to each reference to us and the discussions of
advice provided by us under the headings "Legal Matters" in the Prospectus,
without admitting we are "experts" within the meaning of the Securities Act of
1933, as amended, or the rules and regulations of the Commission thereunder with
respect to any part of the Registration Statement.

                                                  Very truly yours,

                                                  /s/ Seward & Kissel LLP



SK 23159 0002 730307 v2