EXHIBIT 5.1
[PERKINS COIE LETTERHEAD]
January 16, 2002
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 July 15, 2011, of
the Company (the "Exchange Notes"), for each $1,000 principal amount of the
outstanding unregistered 8.875% Senior Notes due July 15, 2011 of the Company
(the "Private Notes"), which Exchange Notes are the subject of the Registration
Statement on Form F-4 (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 the
First Supplemental Indenture dated December 6, 2001, to the Indenture dated June
22, 2001 (collectively, the "Indenture"), between the Company and The Bank of
New York Trust Company of Florida, N.A. (formerly 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 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 Notes.
(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:
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 Consequences" in the final prospectus forming a
part of the Registration Statement, to the extent it constitutes summaries of
legal matters or legal conclusions, is accurate in all material respects. This
opinion is based on the current provisions of the U.S. Internal Revenue Code of
1986, as amended, Treasury regulations promulgated thereunder and
interpretations thereof by the Internal Revenue Service and the courts having
jurisdiction over such matters, all of which are subject to change either
prospectively or retroactively. We undertake no responsibility to advise you of
any new developments in the application or interpretation of the United States
federal income tax laws or regulations. Further, this opinion is based on the
accuracy of the facts and the representations set forth in the Registration
Statement. In the event any of the facts, representations or assumptions upon
which we have relied to issue this opinion is incorrect, our opinion might be
adversely affected and may not be relied upon.
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.
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
nor do we admit that we are experts with respect to any part of such
Registration Statement within the meaning of the term "expert" as used in the
Securities Act or related Rules.
Very truly yours,
/s/ Perkins Coie LLP
PERKINS COIE LLP
SCHEDULE A
(a) The Registration Statement
(b) The Indenture
(c) The form of the Private Notes
(d) The form of the Exchange Notes