EXHIBIT 8.3

                                                       WATSON, FARLEY & WILLIAMS
380 MADISON AVENUE
NEW YORK o NEW YORK 10017

TELEPHONE (212) 922-2200                                     N E W  Y O R K
FAX (212) 922-1512

Telex 6790626 WFWNY

Direct dial                                           Our reference
                                                                     02375.20065




February 10, 2003






Teekay Shipping Corporation
TK House, Bayside Executive Park
West Bay and Blake Road
P.O. Box AP-59213
Nassau, Commonwealth of the Bahamas



Dear Sirs:


TEEKAY SHIPPING CORPORATION -- REGISTRATION STATEMENT ON FORM F-3


We have acted as special counsel for Teekay Shipping Corporation, a Marshall
Islands corporation (the "Company"), on matters of Marshall Islands law in
connection with the Registration Statement on Form F-3 (No. 333-102594) (the
"Registration Statement"), and the prospectus included therein, as supplemented
by the prospectus supplement dated February 10, 2003 (the "Prospectus
Supplement"), filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, and the rules and
regulations thereunder, in connection with the issuance and sale by the Company
of an aggregate of 5,000,000 [  ]% Premium Equity Participating Security Units
- -- PEPS(SM) Units (the "Firm Securities") and an additional 750,000 [  ]%
Premium Equity Participating Security Units -- PEPS(SM) Units (the "Option
Securities", and together with the Firm Securities, the "Securities") relating
to the underwriters' over-allotment option.

As such counsel, we have examined the Prospectus Supplement and such other
papers, documents and certificates of public officials and certificates of
officers of the Company and its subsidiaries as we have deemed relevant and
necessary as the basis for the opinions hereafter expressed. 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 law of the Republic of The Marshall Islands.
Insofar as Marshall Islands law is involved in the rendering of this opinion,
we have relied on opinions of counsel in the Marshall Islands rendered in
transactions which we consider to be sufficiently similar to those




Teekay Shipping Corporation
February 10, 2003                                                         Page 2


contemplated by the Registration Statement and the Prospectus Supplement in
order to afford a satisfactory basis for such opinion, and upon our independent
examinations of the Associations Law of the Republic of the Marshall Islands and
our knowledge and interpretation of analogous laws of the United States.

Based on the foregoing and having regard to legal considerations which we deem
relevant, we are of the opinion that the statements in the Prospectus Supplement
under the captions "Tax Consequences -- Marshall Islands Tax Consequences" and
"Taxation of Teekay -- Marshall Islands Taxation" insofar as such statements
constitute summaries of the legal matters, documents or proceedings referred to
therein, fairly present the information expected to be relevant to purchasers of
the Securities offered pursuant to the Prospectus Supplement, and fairly
summarize the matters referred to therein.

We consent to the reference of our Firm under the captions "Tax Consequences --
Marshall Islands Tax Consequences", "Taxation of Teekay -- Marshall Islands
Taxation" and "Legal Matters" in the Prospectus Supplement, and to the use of
this opinion as an exhibit to the Registration Statement.

This opinion is solely for the benefit of and may be relied upon by the Company.
This opinion may not be relied upon by any other person or entity without the
prior written approval of the undersigned.

Very truly yours,

WATSON, FARLEY & WILLIAMS

/s/ Watson, Farley & Williams