EXHIBIT 5.8
RAMELA & REGULES RUCKER
Abogados
Carlos RAMELA REGULES Julio Herreray Obes 1416, piso 8
Pedro REGULES ZABALETA Tel: (05982) 900-1232/900-0494
Fernando MENDEZ VALLES 902-1585/902-0693
Ricardo SOMMARUGA SANGUINETTI Telefax: (05982) 902-1585
Milagros SAPRIZA RAMELA E-mail: regules@dcd.com.uy
Abogados C.P. 11.100 - MONTEVIDEO
URUGUAY
Alejandro REGULES ZABALETA
Escribano
________________, 2005
Ultrapetrol (Bahamas) Limited
c/o H& J Corporation 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 Uruguayan counsel to Ultrapetrol (Bahamas) Limited, a
Bahamas company (the "Company") and to Massena Port S.A. (the "Guarantor" 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 Guarantor and
Manufacturers Traders and Trust Company, as Trustee (the "Trustee") (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
Paraguay 609 - 6 K - Tel: (05411) 4311-1412/8385 - Telefax: (05411)4311-1700
C.P. 1057 - BUENOS AIRES - ARGENTINA
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 opinion hereinafter expressed, we have relied upon statements or
certificates of public officials, directors or officers of the Company and 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 Uruguayan law,
subject to the limitations and conditions set forth therein, constitutes the
opinion of Ramela & Regules Rucker. 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 Uruguay. 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,
Dr. Pedro Regules Zabaleta
RAMELA & REGULES RUCKER
Abogados