Exhibit 5.6

                           PALAC IOS, PRONO & TALAVERA
                                    ABOGADOS

                                                                   March 2, 2005


Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box 55-19084
Nassau, Bahamas


RE:      9% FIRST PREFERRED SHIP MORTGAGE NOTES DUE 2014

Ladies and Gentlemen:

         We have acted as special Paraguayan counsel to Ultrapetrol (Bahamas)
Limited, a Bahamas company (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
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 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 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," 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 Paraguayan law, subject to the limitations and conditions set forth therein,
constitutes the opinion of Palacios, Prono & Talavera, Abogados. 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 Paraguay. 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/ Palacios, Prono & Talavera

                                                  PALACIOS, PRONO & TALAVERA

                                   EXHIBIT A

1.       Parfina S.A.

2.       Oceanpar S.A.



                                            Palacios, Prono & Talavera, Abogados