EXHIBIT 5.5

                                                             _____________, 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 Liberian counsel to General Ventures Inc., a
Liberian company ("Guarantor") and a subsidiary of Ultrapetrol (Bahamas)
Limited, a Bahamas company (the "Company") 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 Guarantor, Manufacturers Traders
and Trust Company, as Trustee (the "Trustee") and the other parties thereto (the
"Indenture") and, when issued, will be guaranteed by the Guarantor (the
"Guarantee") 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
Guarantor 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



Ultrapetrol (Bahamas) Limited
_____________, 2005
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opinion hereinafter expressed, we have relied upon statements or certificates of
public officials, directors or officers of the Guarantor 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 Guarantee have been duly
authorized and validly executed and delivered by each of the parties thereto
other than the Guarantor.

      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
Guarantee has been duly authorized, executed and delivered by the Guarantor.

      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
Liberian law, subject to the limitations and conditions set forth therein,
constitutes the opinion of Seward & Kissel LLP. 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 Liberia. 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,

                                                 /s/ Seward & Kissel LLP