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                                                                     EXHIBIT 8.2

                              SEWARD & KISSELL LLP
                             ONE BATTERY PARK PLAZA
                            NEW YORK, NEW YORK 10004

                           TELEPHONE: (212) 574-1200
                           FACSIMILE: (212) 480-8421
                                 WWW.SEWKIS.COM


                                                       July 11, 2001


Teekay Shipping Corporation
TK House, Bayside Executive Park
West Bay and Blake Road
P.O. Box AP-59213
Nassau, Commonwealth of the Bahamas



Re:  Registration on Form F-4 of 8.875% Senior Notes Due July 15, 2011 of Teekay
     Shipping Corporation


Ladies and Gentlemen:

     In connection with the Registration Statement on Form F-4 filed by Teekay
Shipping Corporation, a Republic of The Marshall Islands corporation (the
"Company"), with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
prepared in connection with the exchange offer of US$250 million Senior Notes
due 2011 of Teekay (the "Registration Statement"), we have been requested to
render our opinion as to the matters hereinafter set forth.

     In formulating our opinion as to the United States tax matters described
below, we have examined such documents as we have deemed appropriate, including
the Registration Statement and the prospectus (the "Prospectus") that forms a
part thereof. We also have obtained such additional information as we have
deemed relevant and necessary from representatives of the Company.

     Based on the facts as set forth in the Prospectus and, in particular, on
the representations, covenants, assumptions, conditions and qualifications
described in the Prospectus under the caption "Business-Taxation of Teekay -
United States Taxation", we hereby confirm that the statements contained in the
Prospectus under the caption "Business-Taxation of Teekay - United States
Taxation" fairly summarize the legal matters referred to therein and fairly
present the information called for with respect to such legal matters.

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July 11, 2001
Page 2

     We hereby consent to the use of our name in the Registration Statement and
in the Prospectus as the same appears under the captions "Business-Taxation of
Teekay - United States Taxation" and "Legal Matters," and to the use of this
opinion as an exhibit to the Registration Statement.

     Our opinions and the tax discussion as set forth in the Prospectus under
the caption "Business-Taxation of Teekay - United States Taxation" are based on
the Internal Revenue Code of 1986, as amended, existing and proposed Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service which may be cited or used as precedents, and the published
opinions of the United States Tax Court and other United States Federal Courts,
each as they exist as of the date hereof, and any of which may be changed at any
time with retroactive effect. No opinion is expressed on any matters other than
those specifically referred to above by reference to the Prospectus.

                                                        Very truly yours,



                                                        /s/ Seward & Kissell
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