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EXHIBIT 5.1
PERKINS COIE LLP
1211 SOUTHWEST FIFTH AVENUE, SUITE 1500 - PORTLAND, OREGON 97204-3715
TELEPHONE: (503) 727-2000 - FACSIMILE: (503) 727-2222
July 11, 2001
Teekay Shipping Corporation
TK House
Bayside Executive Park
West Bay Street and Blake Road
P.O. Box AP-59213
Nassau, Commonwealth of the Bahamas
RE: TEEKAY SHIPPING CORPORATION
REGISTRATION STATEMENT ON FORM F-4
Dear Sirs:
We have acted as counsel to Teekay Shipping Corporation, a Republic of The
Marshall Islands corporation (the "Company"), in connection with its offer to
exchange $1,000 principal amount of 8.875% Senior Notes due 2011 of the Company
(the "Exchange Notes"), for each $1,000 principal amount of the outstanding
unregistered 8.875% Senior Notes due 2011 of the Company (the "Private Notes"),
which Exchange Notes are the subject of the Registration Statement on Form F-4
(as amended, the "Registration Statement"), filed by the Company today with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations promulgated thereunder
(the "Rules"). The Exchange Notes will be issued pursuant to an Indenture (the
"Indenture") dated June 22, 2001, between the Company and U.S. Trust Company of
Texas, N.A., as Trustee (the "Trustee"). You have asked us to render our opinion
as to the matters hereinafter set forth. Capitalized terms used but not defined
herein shall have the same meaning as in the Registration Statement.
In the course of our representation as described above, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
the documents described in Schedule A hereto. The documents listed in Schedule A
are herein collectively referred to as the "Documents." Our opinions are based
solely
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ANCHORAGE BELLEVUE BOISE DENVER HONG KONG LOS ANGELES MENLO PARK OLYMPIA
PORTLAND SAN FRANCISCO SEATTLE SPOKANE TAIPEI WASHINGTON, D.C.
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Teekay Shipping Corporation
July 11, 2001
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upon a review of the Documents and, with your consent, we have reviewed no other
documents, corporate records, certificates or other statements as a basis for
the opinions expressed herein.
As to matters of fact bearing upon the opinions expressed herein, we have,
with your consent and without further investigation, relied upon information in
certificates provided to us by the Company's directors and officers.
In rendering the opinions expressed herein, we have further relied upon the
following assumptions, the accuracy of which we have not independently verified:
(a) Each document submitted to us for review is accurate and complete, each
such document that is an original is authentic, each such document that is
a copy conforms to an authentic original, and all signatures on each such
document are genuine.
(b) The Company is validly existing under applicable law.
(c) The Company has the power, authority and legal right to execute and
deliver, and to perform its obligations under, the Indenture and the
Exchange Securities.
(d) The Company has duly authorized, executed and delivered the Indenture and
any other certificates, instruments or documents (other than the Exchange
Notes) required to be executed and delivered in connection therewith.
(e) The Exchange Notes have been duly authorized, executed and issued by the
Company and duly authenticated by the Trustee.
(f) Each of the Company and the Trustee has satisfied those legal requirements
applicable to it that are necessary to make the Indenture and any other
certificates, instruments or documents (other than, with respect to the
Company, the Exchange Notes) required to be executed and delivered by it in
connection therewith enforceable against such party in accordance with
their respective terms.
OPINION
Based upon the foregoing examinations and assumptions and subject to the
qualifications and exclusions stated below, we are of the opinion that:
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Teekay Shipping Corporation
July 11, 2001
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1. Upon (a) the Registration Statement becoming effective under the
Securities Act, (b) qualification of the Indenture under the Trust Indenture Act
of 1939, as amended, and (c) delivery of the Exchange Notes in exchange for the
Private Notes as contemplated by the Registration Statement, the Exchange Notes
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms.
2. The summary set forth under the heading "Tax Considerations -- United
States Federal Income Tax Considerations" in the final prospectus forming a part
of the Registration Statement is accurate and describes the material United
States federal income tax consequences expected to be relevant to the recipients
of Exchange Notes in exchange for Private Notes who were initial purchasers of
the Private Notes, acquired the Private Notes as a capital asset, are United
States persons and are not among particular categories of investors subject to
special treatment under certain United States federal income tax laws. This
opinion is based on provisions of the United States Internal Revenue Code of
1986, as amended, applicable United States Treasury Department Regulations,
published administrative positions and judicial decisions, all existing as of
the date hereof.
EXCLUSIONS AND QUALIFICATIONS
The opinions expressed above are subject to the following exclusions and
qualifications:
a. Our opinions are as of the date hereof and we have no
responsibility to update this opinion for events and circumstances occurring
after the date hereof or as to facts relating to prior events that are
subsequently brought to our attention. We disavow any undertaking to advise you
of any changes in law.
b. We express no opinion as to enforceability of any right or
obligation to the extent such right or obligation is subject to and limited by
(i) the effect of bankruptcy, insolvency, reorganization, receivership,
conservatorship, arrangement, moratorium, fraudulent transfer or other laws
affecting or relating to the rights of creditors generally or (ii) the rules
governing the availability of specific performance, injunctive relief or other
equitable remedies and general principles of equity, regardless of whether
arising prior to, or after, the date hereof or considered in a proceeding in
equity or at law.
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Teekay Shipping Corporation
July 11, 2001
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c. We are qualified to practice law in the state of New York and do
not express any opinions herein concerning any laws other than the laws in their
current forms of the state of New York and the federal laws of the United States
of America, and we express no opinion with respect to the laws of any other
jurisdiction.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm in the prospectus made
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or related
Rules.
Very truly yours,
/s/ Perkins Coie LLP
PERKINS COIE LLP
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SCHEDULE A
(a) The Registration Statement
(b) The Indenture
(c) The form of the Private Notes
(d) The form of the Exchange Notes