EXHIBIT 8.4 GRAHAM, THOMPSON & CO. ---------------------- COUNSEL & ATTORNEYS-AT-LAW-NOTARIES PUBLIC CONSULTANT COUNSEL Peter D. Graham, CMG Anthony C. Hepburn +Erica Paine PARTNERS M. Craig Roberts Dana C. Wells Michael L. Barnett Sean McWeeney Gilbert A. Ward Judith A. Whitehead Clare L. Hepburn Michelle M. Pindling-Sands Andrew G. Wells Gregory I. H. Cottis Pembroke H. Williams +Gregory K. Moss +Robert K. Adams ASSOCIATES Tami C. Kassim Tanya R. Hanna Dolly P. Young Michaela S. Sumner-Budhi Krystal D. Rolle Sandra J. Lightbourn Monique R. Cartwright Andre J. Rakming Colin M. Thompson +Antionette E. Allen Bethsheba G. Rolle Lethera S. Smith +Paula L. Gibson NASSAU CHAMBERS Sasson House Shirley St. & Victoria Ave. P.O. Box N-272 Nassau, New Providence The Bahamas Telephone: (242) 322-4130 (242) 323-8405 Telefax: (242) 328-1069 (242) 356-9368 +FREEPORT CHAMBERS The First Commercial Centre 3rd Floor, Suite 9 P.O. Box F-42533 Freeport, Grand Bahama The Bahamas Telephone: (242) 351-7474 (242) 351-7482 Telefax: (242) 351-7752 (242) 351-7782 Writer's Direct: Telephone: (242) 328-6287 Telefax: (242) 328-0386 E-Mail: gaw@gtclaw.com VIA E-MAIL: DBosley@PerkinsCoie.com February 10th, 2003 Our Ref: GAW/pr/T-218/5565/35 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: RE: TEEKAY SHIPPING CORPORATION -- REGISTRATION STATEMENT ON FORM-3 In connection with the Registration Statement on Form-3 filed, and the Prospectus Supplement to be filed, by Teekay Shipping Corporation, a Republic of The Marshall Islands corporation ("Teekay"), with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder, prepared in connection with the offer of US$125 million PEPS Units of Teekay, we have been requested to render our opinion as to the matters hereinafter set forth. In this regard, we have examined a draft as at February 7th, 2003, identified to our satisfaction, of the Registration Statement and the related Prospectus Supplement relating to the Units (the "Documents"), and in our examination of same, we have assumed, without independent investigation, the authenticity of such Documents, the power, authority and legal right of all parties thereto to enter into and perform their respective obligations under the said Documents and the due authorization, execution and delivery of the said Documents by all of the parties to that Documents to which they are a party. We have also assumed the accuracy and completeness of all factual representations made in the Documents. Teekay Shipping Corporation February 10, 2003 Page 2 GRAHAM, THOMPSON & CO. Based upon and subject to the foregoing we are of the opinion that the summaries set forth under the heading "Tax Consequences -- Bahamian Taxation Consequences" and "Taxation of Teekay -- Bahamian Taxation" in the Prospectus Supplement forming a part of the Registration Statement are accurate and describes the Bahamian Tax consequences expected to be relevant to the prospective purchasers of the Units offered pursuant to the Prospectus Supplement. We hereby consent to the use of our name in the related Document as the same appears under the caption "Tax Consequences -- Bahamian Taxation Consequences", "Taxation of Teekay -- Bahamian Taxation" and "Legal Matters", and to the use of this opinion as an exhibit to the Registration Statement. Our opinion expressed above is limited to the laws of the Commonwealth of The Bahamas as in effect on the date hereof. Insofar the Registration Statement and the related Prospectus are expressed to be governed by any other system of law, we have assumed with your approval the validity and enforceability of same under the applicable system of law. This opinion is solely for the benefit of and may be relied upon by Teekay. This opinion may not be relied upon by any other person or entity without the prior written approval of the undersigned. Yours faithfully, GRAHAM, THOMPSON & CO. /s/ Gilbert A. Ward PER: Gilbert A. Ward