EXHIBIT 8.3

       (212) 922-2200                                                 2375.20045


January 10, 2002

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


Dear Sirs:

TEEKAY SHIPPING CORPORATION, REGISTRATION STATEMENT ON FORM F-4

         We have acted as special counsel for Teekay Shipping Corporation, a
Marshall Islands corporation (the "Company") on matters of Marshall Islands law
in connection with the Registration Statement on Form F-4 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations thereunder, in connection with the exchange offering
by the Company of an aggregate principal amount of $100,000,000 of the Company's
8.875% Senior Notes due 2011 (the "Notes"). The Notes are being issued under the
first supplemental indenture dated as of December 6, 2001, to the indenture
dated as of June 22, 2001 (collectively, the "Indenture") between the Company
and The Bank of New York Trust Company (formerly U.S. Trust Company of Texas,
N.A.), as trustee.

         As such counsel, we have examined the Registration Statement and such
other papers, documents and certificates of public officials and certificates of
officers of the Company and its subsidiaries as we have deemed relevant and
necessary as the basis for the opinions hereafter expressed. In such
examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as conformed or photostatic
copies.

         This opinion is limited to the law of the Republic of The Marshall
Islands. Insofar as Marshall Islands law is involved in the rendering of this
opinion, we have relied on opinions of counsel in the Marshall Islands rendered
in transactions which we consider to be sufficiently similar to those
contemplated by the Registration Statement in order to afford a satisfactory
basis for such opinion, and upon our independent examinations of the
Associations Law of the Republic of the Marshall Islands and our knowledge and
interpretation of analogous laws of the United States.




         Based on the foregoing and having regard to legal considerations which
we deem relevant, we are of the opinion that the statements in the Prospectus
under the caption "Taxation of Teekay - Marshall Islands Taxation" insofar as
such statements constitute summaries of the legal matters, documents or
proceedings referred to therein, fairly present the information expected to be
relevant to the holders of the Notes offered pursuant to the Prospectus, and
fairly summarize the matters referred to therein.

         We consent to the reference of our Firm under the captions "Taxation of
Teekay - Marshall Islands Taxation" and "Legal Matters" in the Registration
Statement and the related Prospectus, and to the use of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.

         This opinion is solely for the benefit of and may be relied upon by the
Company. This opinion may not be relied upon by any other person or entity
without the prior written approval of the undersigned.

Very truly yours,


/s/ Watson, Farley & Williams
WATSON, FARLEY & WILLIAMS