EXHIBIT 5.1
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
WRITER'S DIRECT DIAL TELEPHONE: (212) 574-1200 1200 G STREET, N.W.
FACSIMILE: (212) 480-8421 WASHINGTON, D.C. 20005
WWW.SEWKIS.COM TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
March 2, 2005
Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box 55-19085
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") in connection with the Company's Registration Statement on Form
F-4 (Registration No. 333-122254), as amended (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
Ultrapetrol (Bahamas) Limited
March 2, 2005
Page 2
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 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 the Exchange Notes have been validly executed and delivered by the
Company.
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 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
Ultrapetrol (Bahamas) Limited
March 2, 2005
Page 4
Exhibit A
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.
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