EXHIBIT 5.3
January _________, 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 Bahamian counsel to Ultrapetrol (Bahamas)
Limited, a Bahamian company (the "COMPANY") and to the Company's Bahamian
subsidiaries listed on Exhibit A hereto (each a "GUARANTOR" and collectively the
"GUARANTORS" 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 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 an
Indenture dated as of November 24, 2004 between the Company, the Guarantors and
Manufacturers Traders and Trust Company, as 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 included in the Registration
ULTRAPETROL (BAHAMAS) LIMITED
JANUARY______, 2005]
PAGE 2
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 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 Company and the Guarantors.
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 Guarantees have been duly authorized, executed and delivered
by the Company and the Guarantors.
We hereby confirm that the discussion under the headings "Enforceability
of Civil Liabilities," "Summary of the Terms of the Exchange Notes: Additional
Amounts," and "Tax Considerations -Bahamian Tax Considerations" contained in the
Registration Statement, insofar as such discussion represents legal conclusions
or statements of Bahamian law, subject to the limitations and conditions set
forth therein, constitutes the opinion of Higgs & Johnson. It is our further
opinion that the discussion set forth under such captions accurately states our
views as to the matters discussed therein.
ULTRAPETROL (BAHAMAS) LIMITED
JANUARY______, 2005]
PAGE 3
This opinion is limited to the laws of the Commonwealth of The Bahamas.
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
Registration Statement to be filed with the 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,
HIGGS & JOHNSON
EXHIBIT A
LIST OF BAHAMIAN SUBSIDIARIES
NAME JURISDICTION OF INCORPORATION
---- -----------------------------
Kingly Shipping Ltd. Bahamas
Majestic Maritime Ltd. Bahamas
Monarch Shipping Ltd. Bahamas
Noble Shipping Ltd. Bahamas
Sovereign Maritime Ltd. Bahamas
UP Offshore (Holdings) Ltd. Bahamas