EXHIBIT 8.5
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APPLEBY SPURLING & KEMPE
BARRISTERS & ATTORNEYS
Cedar House, 41 Cedar Avenue, CJK /rl/6860.19
Hamilton HM 12, Bermuda Your Ref:
Mail: P.O. Box HM 1179, Direct Tel: +441 298 3559
Hamilton HM EX, Bermuda Direct Fax: +441 298 4154
Telephone: 441 295 2244 Our Ref:
Fax: 441 292 8666/441 295 5328 Direct e-mail: eknight@ask.bm
e-mail:askcorp@ask.bm
Website: www.ask.bm
www.justaskinc.bm 10 February 2003
Teekay Shipping Corporation
TK House, Bayside Executive Park
West Bay Street and Blake Road
P.O. Box AP-59213
Nassau, Commonwealth of the Bahamas
Dear Sirs
TEEKAY SHIPPING CORPORATION (THE ''COMPANY'') AND
BONA SHIPHOLDING LTD. (THE ''BERMUDA SUBSIDIARY'')
We have acted as legal counsel in Bermuda to the Company and the Bermuda
Subsidiary and have been requested to Provide this opinion to you in connection
with the draft Prospectus Supplement to be filed in connection with the
Registration Statement (each as defined in the Schedule to this opinion).
For the purposes of this opinion we have examined and relied upon the documents
listed, and in some cased defined, in the Schedule to this opinion (the
''Document'').
ASSUMPTIONS
In stating our opinion we have assumed:-
(a) the authenticity, accuracy and completeness of all Documents and other
documentation examined by us submitted to us as originals and the
conformity to authentic original documents of all Documents and other such
documentation submitted to us as certified, conformed, notarised, faxed or
photostatic copies.
(b) that each of the Documents and all other such documentation which was
received by electronic means is complete, intact and in conformity with the
transmission as sent;
(c) the genuineness of all signatures on the Documents;
(d) the authority, capacity and power of each of the persons signing the
Documents;
(e) that any representation, warranty or statement of fact or law, other than
as to the laws of Bermuda, made in any of the Documents is true, accurate
and complete;
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(f) that the Bermuda Subsidiary is not carrying on investment business in or
from within Bermuda under the provisions of the Investment Business Act
1998 as amended from time to time; and
(g) that, when completed, signed and delivered, the Registration Statement and
related Prospectus Supplement will be in a form which does not differ in
any material respect from the draft which we have examined for the purposes
of this opinion.
OPINION
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Based upon and subject to the foregoing and subject to the reservation set out
below and to any matters not disclosed to us, we are of the opinion that the
statements in the Prospectus Supplement that forms part of the Registration
Statement under the captions "Taxation of Teekay -- Bermudian Taxation" insofar
as they purport to describe the provisions of the laws of Bermuda referred to
therein or legal conclusions with respect thereto, have been reviewed by us and
are accurate and correct in all material respects and fairly present the
information disclosed in all material respects.
RESERVATION
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We have the following reservation: -
We express no opinion as to any law other than Bermuda law and the opinion
expressed herein does not relate to compliance with or matters governed by the
laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law
as applied by the Courts of Bermuda at the date hereof.
DISCLOSURE
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We consent to the reference of our Firm under the captions "Taxation of Teekay
- -- Bermudian Taxation" and "Legal Matters" in the Registration Statement and the
related Prospectus Supplement, and to the use of this opinion as an exhibit to
the Registration Statement. This consent may be incorporated by reference in any
registration statement of the Company filed pursuant to the United States
Securities Act of 1933, as amended, in connection with the offer of the Units.
This opinion speaks as of its date and is strictly limited to the matters stated
herein and we assume no obligation to review or update this opinion if
applicable law or the existing facts or circumstances should change. This
opinion is governed by and is to be construed in accordance with Bermuda law. It
is given on the basis that it will not give rise to any legal proceedings with
respect thereto in any jurisdiction other than Bermuda.
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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.
Yours faithfully
/s/ Appleby Spurling & Kempe
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APPLEBY SPURLING & KEMPE
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SCHEDULE
1. A certified copy of the "TAX ASSURANCE" dated 21 September 1990, issued by
the Minister of Finance in relation to the Bermuda subsidiary
2. A Registration Statement dated 17 January 2003 on Form F-3 and related
Prospectus Supplement (the "REGISTRATION STATEMENT") to be filed by the
Company with the Securities and Exchange Commission pursuant to The
Securities Act of 1933 of the United States of America as amended, and the
rules and regulations thereunder, prepared in connection with the offer of
5,000,000 Remarketing Enhanced -- Premium Equity Participating Security Units
of the Company (the "Units").