EXHIBIT 5.2

                                                 _________2005

Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box SS-19084
Nassau, Bahamas

                Re:   9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

      We have acted as special Argentine counsel to Ultrapetrol S.A. and UABL
S.A., each a corporation (sociedad anonima) organized and existing under the
laws of the Republic of Argentina (the "Argentine Subsidiaries") in connection
with the Registration Statement on Form F-4 (the "Registration Statement") of
Ultrapetrol (Bahamas) Limited, a Bahamas Company (the "Company") 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 the Argentine Subsidiaries 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, the Argentine Subsidiaries and others.

      We have further assumed for the purposes of this opinion that each of the
Indenture and all documents contemplated by the Indenture to be executed in
connection with the issuance of the Exchange Notes and Guarantees have been duly
authorized and validly executed and delivered by each of the parties thereto
other than the Argentine Subsidiaries.

      1.    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
each of the Guarantees to which an Argentine Subsidiary is a party has been duly
authorized, executed and delivered by each of the Argentine Subsidiaries.

      We hereby confirm that the discussion under the headings "Enforceability
of Civil Liabilities" and "Summary of the Terms of the Exchange Notes:
Additional Amounts", contained in the Company's Registration Statement on Form
F-4, insofar as such discussion represents legal conclusions or statements of
Argentine law, subject to the limitations and conditions set forth therein,
constitutes the opinion of Perez Alati, Grondona, Benites, Arntsen & Martinez de
Hoz (jr). It is our further opinion that the discussion set forth under such
captions accurately states our views as to the matters discussed therein.

      This opinion is limited to the laws of the Republic of Argentina. 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 hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form F-4 to be filed with the United States
Securities and Exchange Commission with respect to the Exchange Notes, 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,

                                                 PEREZ ALATI, GRONDONA,
                                                 BENITES, ARNTSEN & MARTINEZ
                                                 DE HOZ (JR)