EXHIBIT 5.3
March 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 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 (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 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.
ULTRAPETROL (BAHAMAS) LIMITED
MARCH 2, 2005
PAGE 2
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of: (i) the Registration Statement; (ii) the prospectus (the
"Prospectus") of the Company 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 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 (i) the
Exchange Notes have been duly authorized, and when executed and authenticated in
accordance with the Indenture and delivered pursuant to the terms of the
Exchange Offer set forth in the Prospectus, will constitute the valid and
binding obligations of the Company, and (ii) the Guarantees have been duly
authorized, and upon issuance of the Exchange Notes, will constitute the valid
and binding obligations of 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
ULTRAPETROL (BAHAMAS) LIMITED
MARCH 2, 2005
PAGE 3
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.
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,
/S/ HIGGS & JOHNSON
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