EXHIBIT 8.2
                                                                    EXHIBIT 23.3

                  [Letterhead of Cadwalader, Wickersham & Taft]


[ ________ ], 2001

American Eagle Tankers Inc. Limited
15 Exchange Place
Suite 110
Jersey City, New Jersey  07302

Ladies and Gentlemen:

     You have requested our opinion regarding certain United States tax
considerations in connection with the offering of common shares, $1.00 par value
per share, directly or in the form of Singapore Depositary Receipts (the "Common
Shares") of American Eagle Tankers Inc. Limited, a company incorporated under
the laws of the Bermuda (the "Company"), pursuant to a registration statement
(the "Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act") on Form F-1.

     In our opinion, the discussions in the prospectus forming part of the
Registration Statement (the "Prospectus") under the heading "TAXATION - United
States Federal Income Taxation," to the extent they state matters of law or
legal conclusions and subject to the qualifications and limitations contained
therein, fairly discuss the principal United States federal income tax
consequences that are likely to be material to a beneficial owner of the Common
Shares or Singapore Depositary Receipts, and are incorporated and adopted herein
as our opinion.

     We express no opinion in respect of those matters governed by or construed
in accordance with the law of any jurisdiction other than the federal laws of
the United States of America.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to the name of our firm therein,
without thereby admitting that we are "experts" under the Act or the rules and
regulations of the Securities and Exchange Commission thereunder for the
purposes of any part of the Registration Statement.


                                            Very truly yours,



                                            Cadwalader, Wickersham & Taft