F-3/A

As filed with the Securities and Exchange Commission on January 28, 2010

Registration Statement No. 333 - 164007

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KNIGHTSBRIDGE TANKERS LIMITED

(Exact name of registrant as specified in its charter)

Bermuda (State or other jurisdiction of incorporation or organization)	N/A (I.R.S. Employer Identification No.)
Knightsbridge Tankers Limited Par-la-Ville Place 14 Par-la-Ville Road Hamilton, HM 08 Bermuda +1 (441) 295 6935 (Address and telephone number of Registrant's principal executive offices)	Seward & Kissel LLP Attention:  Gary J. Wolfe, Esq. One Battery Park Plaza New York, New York 10004 (212) 574-1200 (Name, address and telephone number of agent for service)

Copies to:

Gary J. Wolfe, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

(212) 574-1200

Approximate date of commencement of proposed sale to the public:  From time to time after this registration statement becomes effective as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Aggregate Offering Price (1)(2)	Amount of Registration Fee (3)
Common Shares, par value $0.01 per share
Preferred Shares, par value $0.01 per share
Debt Securities (4)
Guarantees (5)
Warrants (6)
Purchase Contracts (7)
Units (8)
Total		$120,000,000	$8,556*

* Previously paid.

(1) Such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in an aggregate initial public offering price for all securities of $120,000,000.  Also includes such indeterminate amount of debt securities and common shares and preferred shares as may be issued upon conversion or exchange for any other debt securities or preferred shares that provide for conversion or exchange into other securities.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.  Pursuant to General Instruction II(C) of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price.  Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.  In no event will the aggregate offering price of all securities sold by Knightsbridge Tankers Limited pursuant to this registration statement exceed $120,000,000.

(3) Calculated in accordance with Rule 457 (r) under the Securities Act of 1933.

(4) If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $120,000,000.

(5) The debt securities may be guaranteed pursuant to guarantees by the subsidiaries of Knightsbridge Tankers Limited.  No separate compensation will be received for the guarantees.  Pursuant to Rule 457(n), no separate fees for the guarantees are payable.

(6) There is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $120,000,000.

(7) There is being registered hereunder an indeterminate number of purchase contracts as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $120,000,000.

(8) There is being registered hereunder an indeterminate number of units as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $120,000,000.  Units may consist of any combination of the securities registered hereunder.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	Country of Incorporation	IRS Employer I.D. No.	Primary Standard Industrial Classification Code No.
KTL Camden, Inc.	Republic of Liberia	98-0496993	4412
KTL Kensington, Inc.	Republic of Liberia	98-0496691	4412
KTL Hampstead, Inc.	Republic of Liberia	98-0496996	4412
KTL Mayfair, Inc.	Republic of Liberia	98-0496988	4412
KTL Belgravia I Inc.	Republic of Liberia	N/A	4412
KTL Belgravia II Inc.	Republic of Liberia	N/A	4412

EXPLANATORY NOTE

Knightsbridge Tankers Limited is filing this amendment to the registration statement on Form F-3 (Registration No. 333-164007), filed with the U.S. Securities and Exchange Commission on December 23, 2009 (the "Registration Statement"), solely for the purpose of revising legal opinions filed as exhibits to the Registration Statement.  No other changes have been made to the Registration Statement or the prospectus contained therein.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 9. Exhibits

Exhibit Index

Exhibit Number	Description
1.1	Underwriting Agreement for Common Stock*
1.2	Underwriting Agreement (for debt securities)*
3.1	Memorandum of Association of the Company, as amended**
3.2	Amended Bye-laws of the Company(1)
4.1	Form of Common Share Certificate (2)
4.2	Preferred Share Certificate*
4.3	Form of Senior Debt Securities Indenture**
4.4	Form of Subordinated Debt Securities Indenture**
4.5	Form of Warrant Agreement*
4.6	Form of Purchase Contract*
4.7	Form of Unit Agreement*
5.1	Opinion of Mello Jones & Martin, Bermuda counsel to the Company
5.2	Opinion of Seward & Kissel LLP, U.S. counsel to the Company
23.1	Consent of Mello Jones & Martin (included in Exhibit 5.1)
23.2	Consent of Seward & Kissel LLP (included in Exhibit 5.2)
23.3	Consent of Independent Registered Public Accounting Firm**
24.1	Power of Attorney (contained in signature page)
25.1	T-1 Statement of Eligibility (senior indenture)*
25.2	T-1 Statement of Eligibility (subordinated indenture)*
*	To be filed either as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the Registrant and incorporated by reference into this Registration Statement.
**	Previously filed.
(1)	Incorporated by reference to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2005, filed with the Commission on June 15, 2006.
(2)	Incorporated by reference to the Company's Registration Statement on Form F-1 filed with the Commission on December 13, 1996.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	Knightsbridge Tankers Limited (Registrant)
Date: January 28, 2010	By: /s/ Inger M. Klemp
	Name: Inger M. Klemp Title:   Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Gary J. Wolfe and Robert E. Lustrin his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ola Lorentzon                          Ola Lorentzon	Director and Chairman (Principal Executive Officer)	January 28, 2010
/s/ Douglas C. Wolcott                Douglas C. Wolcott	Director	January 28, 2010

/s/ David M. White                      David M. White	Director	January 28, 2010
/s/ Hans Petter Aas                      Hans Petter Aas	Director	January 28, 2010
/s/ Inger M. Klemp                       Inger M. Klemp	Chief Financial Officer (Principal Financial and Accounting Officer)	January 28, 2010

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this registration statement in the City of Newark, State of Delaware, on January 28, 2010.

PUGLISI & ASSOCIATES

By: /s/ Donald J. Puglisi                         

Name:   Donald J. Puglisi

Title:     Authorized Representative in the United States

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Country of Bermuda, on January 28, 2010.

KTL CAMDEN, INC.

By: /s/ Ola Lorentzon                         

Name: Ola Lorentzon

Title:   President and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Gary J. Wolfe and Robert E. Lustrin his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ola Lorentzon	President and Director (Principal Executive Officer)	January 28, 2010
Ola Lorentzon
/s/ Kate Blankenship	Vice-President and Director	January 28, 2010
Kate Blankenship
/s/ Georgina Sousa	Treasurer and Director (Principal Financial and Accounting Officer)	January 28, 2010
Georgina Sousa

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the State of Delaware, on January 28, 2010.

PUGLISI & ASSOCIATES

By: /s/ Donald J. Puglisi                         

Name:  Donald J. Puglisi

Title:    Authorized Representative in the United States

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Country of Bermuda, on January 28, 2010.

KTL KENSINGTON, INC.

By: /s/ Ola Lorentzon                         

Name: Ola Lorentzon

Title:   President and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Gary J. Wolfe and Robert E. Lustrin his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ola Lorentzon	President and Director (Principal Executive Officer)	January 28, 2010
Ola Lorentzon
/s/ Kate Blankenship	Vice-President and Director	January 28, 2010
Kate Blankenship
/s/ Georgina Sousa	Treasurer and Director (Principal Financial and Accounting Officer)	January 28, 2010
Georgina Sousa

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the State of Delaware, on January 28, 2010.

PUGLISI & ASSOCIATES

By: /s/ Donald J. Puglisi                         

Name:  Donald J. Puglisi

Title:    Authorized Representative in the United States

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Country of Bermuda, on January 28, 2010.

KTL HAMPSTEAD, INC.

By: /s/ Ola Lorentzon                         

Name: Ola Lorentzon

Title:   President and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Gary J. Wolfe and Robert E. Lustrin his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ola Lorentzon	President and Director (Principal Executive Officer)	January 28, 2010
Ola Lorentzon
/s/ Kate Blankenship	Vice-President and Director	January 28, 2010
Kate Blankenship
/s/ Georgina Sousa	Treasurer and Director (Principal Financial and Accounting Officer)	January 28, 2010
Georgina Sousa

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the State of Delaware, on January 28, 2010.

PUGLISI & ASSOCIATES

By: /s/ Donald J. Puglisi                         

Name:  Donald J. Puglisi

Title:    Authorized Representative in the United States

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Country of Bermuda, on January 28, 2010.

KTL MAYFAIR, INC.

By: /s/ Ola Lorentzon                         

Name: Ola Lorentzon

Title:   President and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Gary J. Wolfe and Robert E. Lustrin his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ola Lorentzon	President/Director (Principal Executive Officer)	January 28, 2010
Ola Lorentzon
/s/ Kate Blankenship	Vice-President and Director	January 28, 2010
Kate Blankenship
/s/ Georgina Sousa	Treasurer and Director (Principal Financial and Accounting Officer)	January 28, 2010
Georgina Sousa

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the State of Delaware, on January 28, 2010.

PUGLISI & ASSOCIATES

By: /s/ Donald J. Puglisi                         

Name:  Donald J. Puglisi

Title:    Authorized Representative in the United States

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Country of Bermuda, on January 28, 2010.

KTLBELGRAVIA I INC.

By: /s/ Ola Lorentzon                         

Name: Ola Lorentzon

Title:   President and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Gary J. Wolfe and Robert E. Lustrin his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ola Lorentzon	President and Director (Principal Executive Officer)	January 28, 2010
Ola Lorentzon
/s/ Kate Blankenship	Vice-President and Director	January 28, 2010
Kate Blankenship
/s/ Georgina Sousa	Treasurer and Director (Principal Financial and Accounting Officer)	January 28, 2010
Georgina Sousa

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the State of Delaware, on January 28, 2010.

PUGLISI & ASSOCIATES

By: /s/ Donald J. Puglisi                         

Name:  Donald J. Puglisi

Title:    Authorized Representative in the United States

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Country of Bermuda, on January 28, 2010.

KTLBELGRAVIA II INC.

By: /s/ Ola Lorentzon                         

Name: Ola Lorentzon

Title:   President and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Gary J. Wolfe and Robert E. Lustrin his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ola Lorentzon	President and Director (Principal Executive Officer)	January 28, 2010
Ola Lorentzon
/s/ Kate Blankenship	Vice-President and Director	January 28, 2010
Kate Blankenship
/s/ Georgina Sousa	Treasurer and Director (Principal Financial and Accounting Officer)	January 28, 2010
Georgina Sousa

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the State of Delaware, on January 28, 2010.

PUGLISI & ASSOCIATES

By: /s/ Donald J. Puglisi                         

Name:  Donald J. Puglisi

Title:    Authorized Representative in the United States

EX-5.1

Exhibit 5.1

January 28, 2010

Knightsbridge Tankers Limited

Par-la-Ville Place

14 Par-la-Ville Road

Hamilton HM 08

Bermuda

Re:           Knightsbridge Tankers Limited's Registration Statement on Form F-3

Ladies and Gentlemen:

We have acted as special Bermuda counsel to Knightsbridge Tankers Limited, a Bermuda company (the "Company"), in connection with the filing with the Securities and Exchange Commission (the "Commission") of a registration statement on Form F-3 (such registration statement as amended and supplemented from time to time), including the exhibits thereto (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act") and the rules and regulations promulgated thereunder. The Registration Statement relates to the registration by the Company of up to $120,000,000 in securities, which may include the Company's common shares ("Common Shares"), preferred shares ("Preferred Shares"), warrants ("Warrants"), debt securities (which may be guaranteed by one or more of the Company's subsidiaries listed in the Registration Statement) ("Debt Securities"), purchase contracts ("Purchase Contracts") and units ("Units") (the Common Shares, Preferred Shares, Warrants, Debt Securities, Purchase Contracts and Units are collectively referred to herein as the "Securities"). Except as otherwise defined herein, capitalized terms are used as defined in the Registration Statement.

In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Company's Certificate of Incorporation, Certificate of Incorporation on Change of Name, Certificates of Registration of Altered Memorandum of Association, Memorandum of Association and Bye-laws (collectively, the "Constitutional Documents"), the Registration Statement and the form of prospectus included therein (the "Prospectus"), the form of indenture to be entered into by the Company (filed as Exhibit 4.3 to the Registration Statement) (the "Senior Indenture"), the form of subordinated indenture to be entered into by the Company (filed as Exhibit 4.4 to the Registration Statement) (the "Subordinated Indenture" and, collectively with the Senior Indenture, the "Indentures"), the resolutions of the Board of Directors of the Company dated 21 December 2009 (the "Resolutions") as certified by the secretary of the Company on 28 January, 2010 and such other documents and records as we have deemed necessary. The documents referred to in this paragraph are collectively referred to herein as the "Documents".

In our examination of the Documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the Documents, the authenticity of all Documents submitted to us as originals, the conformity to the original documents of all Documents submitted to us as certified, photostatic, reproduced or conformed copies and the authenticity of all such Documents.

We have also assumed that (i) when executed and delivered, the Indentures will be in a form which does not differ in any material respect from the forms we have examined for the purposes of this opinion, (ii) the definitive terms of the Securities, other than Common Shares, to be offered pursuant to the Registration Statement will have been established in accordance with the Resolutions and applicable law, (iii) any Securities issuable upon conversion, exchange or exercise of any Security to be offered, will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise, (iv) any Securities consisting of Common Shares or Preferred Shares, including Common Shares or Preferred Shares issuable upon conversion, exchange or exercise of any Security to be offered, or issued as part of a Unit, will be duly authorized and issued, and the certificates evidencing the same will be duly executed and delivered, against receipt of the consideration approved by the Company which will be no less than the par value, if any, thereof, (v) the Registration Statement and the Prospectus, and any amendments thereto, will have become effective, (vi) one or more Prospectus Supplements will have been filed with the Commission describing the Securities to be offered thereby, (vii) all Securities will be issued in compliance with all matters of, and the validity and enforceability thereof under, applicable U.S. federal and state securities laws and other laws (other than the laws of Bermuda in respect of which we are opining), and (viii) prior to the date of issuance of any Securities, all necessary approvals of the Bermuda Monetary Authority (save in the case of the issuance of the Common Shares) will have been obtained with respect to the issue and free transferability of the Securities to be issued.

For the purpose of the opinions set forth below, we have also assumed:

· with respect to the issuance and sale of any Debt Securities, that (i) with respect to any Senior Debt Securities, the Senior Indenture will have been duly executed and delivered by the Company and the trustee named therein, (ii) with respect to any Subordinated Debt Securities, the Subordinated Indenture will have been duly executed and delivered by the Company and the trustee named therein, and (iii) with respect to all Debt Securities, when issued, will be executed, authenticated, issued and delivered (a) against receipt of the consideration therefor approved by the Company and (b) as provided in the indenture with respect thereto;

· with respect to the issuance and sale of any series of Preferred Shares, that an appropriate certificate of designations, or similar instrument setting forth the preferential, qualified or special rights, privileges or conditions with respect to such series of Preferred Shares will have been duly and validly authorized and adopted by the Company;

· with respect to the issuance and sale of any Warrants, that (i) a warrant agreement with respect to such Warrants will have been executed and delivered by the Company and the warrant agent, (ii) the Warrants will have been duly executed and delivered by the Company and duly executed by any warrant agent appointed by the Company, and (iii) the Warrants will have been issued and delivered by the Company against receipt of the consideration therefor approved by the Company;

· with respect to the issuance and sale of any Purchase Contracts, that (i) a purchase agreement with respect to such Purchase Contracts will have been executed and delivered by the parties thereto, and (ii) the Purchase Contracts will have been duly executed and delivered in accordance with the purchase agreement upon payment of the consideration therefor provided for therein; and

· with respect to the issuance and sale of any Units, that (i) a purchase agreement with respect to such Units will have been executed and delivered by the parties thereto, and (ii) the Units, if in certificated form, will have been duly executed and delivered in accordance with the purchase agreement upon payment of the consideration therefor provided for therein.

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

1. the Common Shares and the Preferred Shares have been duly authorized and that any Securities consisting of Common Shares or Preferred Shares, including any Common Shares or Preferred Shares issuable on conversion, exercise or exchange of other Securities, or issued as part of a Unit, when issued and delivered, will be duly and validly issued, fully paid and non-assessable; and

2. Any Securities consisting of Debt Securities, Warrants, Purchase Contracts or Units have been duly authorized and will constitute legal, valid and binding obligations of the Company and will be, in the case of Debt Securities, entitled to benefits provided by the applicable Indenture.

This opinion is limited to the matters stated herein. We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relate to compliance with or matters governed by the laws of any jurisdiction except Bermuda.

We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus.  In giving this consent, we do not admit that we are acting within the category of persons whose consent is required under Section 7 of the Act.

Yours faithfully,

/s/ MELLO JONES & MARTIN

EX-5.2

Exhibit 5.2

	SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004
WRITER'S DIRECT DIAL	TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.SEWKIS.COM	1200 G STREET, N.W. WASHINGTON, D.C. 20006 TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184

January 28, 2010

Knightsbridge Tankers Limited

Par-la-Ville Place

14 Par-la-Ville Road

Hamilton, HM 08

Bermuda

Re:           Knightsbridge Tankers Limited

Ladies and Gentlemen:

We have acted as counsel to Knightsbridge Tankers Limited (the "Company") and its wholly-owned subsidiaries, set forth on Schedule I attached hereto, in connection with the Company's registration statement on Form F-3 (such registration statement as amended or supplemented from time to time) (the "Registration Statement") as filed with the U.S. Securities and Exchange Commission (the "Commission") on December 23, 2009, relating to the registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") of up to an aggregate of $120,000,000 of securities, which may include shares of common stock, par value $0.01 per share, of the Company (the "Common Shares"), shares of preferred stock, par value $0.01 per share, of the Company (the "Preferred Shares"), debt securities of the Company (the "Debt Securities"), warrants to purchase the Company's securities (the "Warrants"), purchase contracts to purchase the Company's securities (the "Purchase Contracts"), units comprised of any of the foregoing securities (the "Units"), and guarantees to the Debt Securities that are made by the Company's subsidiaries listed in the Registration Statement (the "Subsidiaries") (the "Guarantees" and, together with the Common Shares, the Preferred Shares, the Debt Securities, the Warrants, the Purchase Contracts, and the Units, the "Securities") to be offered by the Company.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the Company included in the Registration Statement (the "Prospectus"); (iii) the form of senior debt securities indenture; (iv) the form of subordinated debt securities indenture, and (v) such corporate documents and records of the Company and the Subsidiaries and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed.  In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents.  As to various questions of fact that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors of the Company and others.  We have further assumed due compliance of the issuance of the Guarantees with all matters of, and the validity and enforceability thereof under, all such laws as govern or relate to them other than the laws of the State of New York and the laws of the Republic of Liberia in respect of which we are opining.

Knightbridge Tankers Limited
January 28, 2010
Page 2

Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that under the laws of the State of New York:

1.  the Debt Securities issued pursuant to an indenture substantially in the form examined by us, upon due execution and delivery as contemplated in the Prospectus or any supplement thereto, will be valid and legally binding obligations of the Company;

2.  the Guarantees issued by the Subsidiaries pursuant to an indenture substantially in the form examined by us, upon due execution and delivery as contemplated in the Prospectus or any supplement thereto, will be valid and legally binding obligations of the relevant Subsidiary; and

3.  the Warrants, Purchase Contracts and Units, upon due execution and delivery as contemplated in the Prospectus or any supplement thereto, will be valid and legally binding obligations of the Company.

Furthermore, based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that under the laws of the Republic of Liberia, the Guarantees issued by the Subsidiaries pursuant to an indenture substantially in the form examined by us, upon due execution and delivery as contemplated in the Prospectus or any supplement thereto, will be valid and legally binding obligations of the relevant Subsidiary.

This opinion is limited to the laws of the State of New York, the federal laws of the United States of America and the laws of the Republic of Liberia as in effect on the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us under the headings "Legal Matters" in the Prospectus, without admitting we are "experts" within the meaning of the Securities Act or the rules and regulations of the Commission promulgated thereunder with respect to any part of the Registration Statement.

Very truly yours,

 /s/ Seward & Kissel LLP

SCHEDULE I

KTL Camden, Inc.

KTL Kensington, Inc.

KTL Hampstead, Inc.

KTL Mayfair, Inc.

KTL Belgravia I Inc.

KTL Belgravia II Inc.

SK 01655 0002 1058329 v3