EXHIBIT 5.1
___________, 2005
Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box SS-19085 Nassau, Bahamas
Re: 9% First Preferred Ship Mortgage Notes due 2014
Ladies and Gentlemen:
We have acted as United States and New York counsel to Ultrapetrol
(Bahamas) Limited, a Bahamas corporation (the "Company") and to the Company's
subsidiaries listed on Exhibit A hereto (each a "Guarantor" and collectively the
"Guarantors" and, together with the Company, the "Ultrapetrol Group") in
connection with the Company's Registration Statement on Form F-4 (the
"Registration Statement") as filed with the United States Securities and
Exchange Commission (the "Commission"), with respect to the Company's offer to
exchange (the "Exchange Offer") up to $180,000,000 of the Company's 9% First
Preferred Ship Mortgage Notes due 2014 (the "Exchange Notes") for an identical
principal amount at maturity of its outstanding 9% First Preferred Ship Mortgage
Notes due 2014 (the "Outstanding Notes"). The Exchange Notes are to be issued
pursuant to the Indenture dated as of November 24, 2004 between the Company, the
Guarantors and Manufacturers Traders and Trust Company, as Trustee (the
"Trustee") (the "Indenture") and, when issued, will be guaranteed by the
Guarantors (the "Guarantees") pursuant to the Indenture. Capitalized terms not
defined herein have the meanings ascribed to them in the Registration Statement.
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; (iii) the
Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange
Notes and (vi) such corporate documents and records of the Company and the
Guarantors 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 (whoever are or will become signatories thereto) to complete
the execution of documents. As to various questions of fact that are material to
the opinion hereinafter expressed, we have relied upon statements or
certificates of public officials, directors or officers of the Company and the
Guarantors and others.
We have assumed due authorization of the Exchange Notes and the
Guarantees under the laws of incorporation of the respective the Company and
each Guarantor, as the case may be. With respect to the due authorization of the
Exchange Notes and the Guarantees we have relied upon the opinions of counsel of
each of the Company and each Guarantor filed as exhibits to the Registration
Statement, and we have assumed that each has been validly executed and delivered
by the Company and each Guarantor, as the case may be.
We have further assumed for the purposes of this opinion that the
Indenture and all documents contemplated by the Indenture to be executed in
connection with the Exchange Offer, have been duly authorized and validly
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executed and delivered by each of the parties thereto. 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 the Exchange Notes and the Guarantees,
when the Exchange Notes are executed and authenticated in accordance with the
Indenture and delivered pursuant to the Exchange Offer upon the terms and
conditions set forth in the Prospectus, will constitute the valid and binding
obligations of the Company and the Guarantors, respectively, enforceable against
the Company and the Guarantors in accordance with their terms, except as (i)
such enforceability may be limited by bankruptcy, insolvency, fraudulent
transfer, fraudulent conveyance, reorganization, arrangement, moratorium or
similar laws relating to or affecting the enforcement of creditors' rights
generally and may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law),
and (ii) rights of acceleration and the availability of equitable remedies may
be limited by equitable principles of general applicability.
This opinion is rendered as of the date hereof, and we have no
responsibility to update this opinion for events or circumstances occurring
after the date hereof, nor do we have any responsibility to advise you of any
change in the laws after the date hereof.
We are members of the bar of the State of New York, and this opinion is
limited to the law of the State of New York and the federal laws of the United
States of America 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 "Enforceability of Civil Liabilities,"
and "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
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Exhibit A
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Bayham Investments S.A.
Baldwin Maritime Inc.
Cavalier Shipping Inc.
Corporacion De Navegacion Mundial S.A.
Danube Maritime Inc.
Imperial Maritime Ltd. (Bahamas) Inc.
General Ventures Inc.
Kattegat Shipping Inc.
Kingly Shipping Ltd.
Majestic Maritime Ltd.
Massena Port S.A.
Monarch Shipping Ltd.
Noble Shipping Ltd.
Oceanpar S.A.
Oceanview Maritime Inc.
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Parfina S.A.
Parkwood Commercial Corp.
Princely International Finance Corp.
Regal International Investments S.A.
Riverview Commercial Corp.
Sovereign Maritime Ltd.
Stanmore Shipping Inc.
Tipton Marine Inc.
Ultrapetrol International S.A.
Ultrapetrol S.A.
UP Offshore (Holdings) Ltd.
02351.0008 #533176
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