F-4/A

Registration No. 333-122254

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Ultrapetrol (Bahamas) Limited

(Exact name of Registrant as specified in its charter)

Commonwealth of the Bahamas	4412	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box SS-19084
Nassau, Bahamas
(242) 322-8571
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices) CT Corporation System
111 Eighth Avenue
New York, New York 10011
(800) 624-0909
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of communications to:

Lawrence Rutkowski, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

      Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

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

      The registrant hereby amends the registration statement on such date or dates as may be necessary to delay the effective date until the registrant 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

					Primary Standard
	Jurisdiction of		IRS Employee		Industrial
Name	Incorporation		Identification No.		Classification Code
Baldwin Maritime Inc.		Panama		N/A		4412
Bayham Investments S.A.		Panama		N/A		4412
Cavalier Shipping Inc.		Panama		N/A		4412
Corporacion De Navegacion Mundial S.A.		Chile		N/A		4412
Danube Maritime Inc.		Panama		N/A		4412
General Ventures Inc.		Liberia		N/A		4412
Imperial Maritime Ltd. (Bahamas) Inc.		Panama		N/A		4412
Kattegat Shipping Inc.		Panama		N/A		4412
Kingly Shipping Ltd.		Bahamas		N/A		4412
Majestic Maritime Ltd.		Bahamas		N/A		4412
Massena Port S.A.		Uruguay		N/A		4412
Monarch Shipping Ltd.		Bahamas		N/A		4412
Noble Shipping Ltd.		Bahamas		N/A		4412
Oceanpar S.A.		Paraguay		N/A		4412
Oceanview Maritime Inc.		Panama		N/A		4412
Parfina S.A.		Paraguay		N/A		4412
Parkwood Commercial Corp.		Panama		N/A		4412
Princely International Finance Corp.		Panama		N/A		4412
Regal International Investments S.A.		Panama		N/A		4412
Riverview Commercial Corp.		Panama		N/A		4412
Sovereign Maritime Ltd.		Bahamas		N/A		4412
Stanmore Shipping Inc.		Panama		N/A		4412
Tipton Marine Inc.		Panama		N/A		4412
Ultrapetrol International S.A.		Panama		N/A		4412
Ultrapetrol S.A.		Argentina		N/A		4412
UP Offshore (Holdings) Ltd.		Bahamas		N/A		4412

EXPLANATORY NOTE

      This amendment No. 2 to the registration statement of Ultrapetrol (Bahamas) Limited (“Amendment No. 2”) does not relate to our preliminary prospectus which is not amended hereby. As such, this Amendment No. 2 does not include a copy of our preliminary prospectus. This Amendment No. 2 is being filed solely to include as exhibits to the registration statement executed copies of the legal opinions that were previously filed in draft form.

PART II:

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20: Indemnification of Directors and Officers

Bahamas

Indemnity

      Section 58 of the International Business Companies Act, Chapter 309, Statute Laws of the Bahamas, 2000 Edition, (“the Act”) provides that subject to any limitations in its Memorandum or Articles of Association or in any unanimous shareholder agreement, a company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal or administrative proceedings any person who (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil or administrative by reason of the fact that the person is or was a director or an officer of a company; or (b) is or was, at the request of the company, serving as a director or officer, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, provided in either case that such person acted honestly and in good faith with a view to the best interests of the company.

      With regard to third party actions, Section 5.1 of Article V of the Articles of Association (the “Articles”) of Ultrapetrol (Bahamas) Limited (the “Company”) (“the Articles”) provides that the Company (a) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a director or an officer of the Company and (b) except as otherwise required by Section 5.3 of Article V of the Articles, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was serving at the request of the Company as a director or officer, in another entity, against expenses (including attorneys’ fees), judgments, fines and amounts actually and reasonably incurred by such person in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

      In the case of actions by or in the right of the Company, Section 5.2. of Article V of the Articles provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer in another entity against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

      Section 5.3 of Article V of the Articles provides that to the extent that a person who is or was a director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.1 or in Section 5.2 of Article V, or in defense of any claim, issue or matter therein, such person shall be indemnified through the use of Company funds against expenses (including attorneys’ fees) actually or reasonably incurred by him in connection therewith.

      Section 5.4 of Article V of the Articles provides that any indemnification by the Company (unless ordered by a court) shall be made by the Company only as authorised in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable

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standard of conduct set forth in Article V. Such determination shall be made by (a) the Board of Directors by a majority vote of a quorum consisting of the directors who were not parties to such action, suit or proceeding; or, (b) if such quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders of the Company.

      The Articles of Association of Kingly Shipping Ltd., Majestic Maritime Ltd., Monarch Shipping Ltd., Noble Shipping Ltd. and Sovereign Maritime Ltd. contain the same indemnity provisions which are set forth in Article 68 thereof. Article 68 provides, inter alia, that any director, secretary and other officer of the company for the time being acting in relation to any of the affairs of the company and every one of their heirs, executors and administrators shall be indemnified and secured harmless out of the assets and profits of the company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices except such (if any) as they shall incur or sustain through or by their own wilful neglect or default respectively and none of them shall be answerable for the acts, receipts or defaults of the other or others of them or for joining in any receipt for the sake of conformity or for any bankers or other person with whom any moneys or effects belonging to the company shall or may be lodged or deposited for safe custody or for the insufficiency or deficiency of any security upon which any moneys of or belonging to the company shall be placed out or invested or for any other loss, misfortune or damage which may happen in the execution of their respective offices or in relation thereto except the same shall happen by or through their own wilful neglect or default respectively.

      Article 95 of the Articles of Association of UP Offshore (Holdings) Ltd. provides that the company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal or administrative proceedings any person who (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil or administrative, by reason of the fact that the person is or was a director or an officer of the company; or (b) is or was, at the request of the company, serving as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, provided such person acted honestly and in good faith with a view to the best interests of the company.

      Section 59 of the Act provides that the Company may purchase and maintain insurance in relation to any person who is or was a director or an officer of the Company, or who at the request of the Company is or was serving as a director or an officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability under Section 58 of the Act.

      Section 5.7 of Article V of the Articles provides that Company may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer in another entity against any liability asserted against him and incurred by him in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of Article V of the Articles.

Insurance

      There are no insurance provisions contained in the Articles of Association of Kingly Shipping Ltd., Majestic Maritime Ltd., Monarch Shipping Ltd., Noble Shipping Ltd. and Sovereign Maritime Ltd. and accordingly, the provisions of the Act would apply.

      Article 97 of the Articles of Association of UP Offshore (Holdings) Ltd. provides that the company may purchase and maintain insurance in relation to any person who is or was a director or an officer of the company, or who at the request of the company is or was serving as a director or an officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability as provided in the Articles of Association of the company.

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Argentina

      Under Argentine law, directors and officers have a duty of loyalty towards the corporation, and they must act with the care of a reasonable business person. Likewise, directors and officers of a company are jointly and severally liable for any damage caused to the company and its shareholders arising from willful misconduct or negligence. Any provision of the company’s by-laws or shareholder resolution providing any release or limitation of such liability of directors and officers to the company and its shareholders is null and void.

Chile

      Chilean law provides that directors and officers acting in such capacity must use the care that a reasonably prudent and careful person would use under similar circumstances, guided by those ordinary considerations which ordinarily regulate human affairs. Likewise, directors and officers of a company are jointly and severally liable for any damage occasioned to the company and its shareholders arising from willful misconduct or negligence. Any provision of the company’s by-laws or shareholder resolution providing any release or limitation of such liability of directors and officers to the company and its shareholders is null and void.

Liberia

      Under the Liberian Business Corporations Act, a Liberian corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, will not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful. However, no indemnification will be permitted in cases where it is determined that the director or officer was liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which such action or suit was brought determines that the person is fairly and reasonably entitled to indemnity, and then only for the expenses that the court deems proper. A corporation is permitted to advance payment for expenses occurred in defense of an action if its board of directors decides to do so upon receipt of an undertaking by or on behalf of the director to repay if it is determined that he or she is not entitled to indemnification. In addition, Liberian corporations may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of the Business Corporations Act. The by-laws of General Ventures Inc., our Liberian entity, provide that we will indemnify our directors and officers to the fullest extent permitted under the Business Corporation Act. The by-laws further provide that the corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer against any liability asserted against such person and incurred by such person in such, whether or not the corporation would have the power to indemnify such person against such liability by law or under the corporation’s by-laws.

Panama

      Panamanian law does not specifically addresses the issue of indemnification of directors and officers. However, since it is not prohibited, a Panamanian company may indemnify any officer or director who is made a party to any suit or proceeding on account of being a director, officer or employee of the company against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement reasonably incurred by him/her in connection with the action, through, among other things, a majority vote of a quorum consisting of directors who were not parties to

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the suit or proceeding if the officer or director acted in good faith and in a manner he/she reasonably believed to be in the best interests of the company. In a criminal proceeding, the standard is that the director or officer had no reasonable cause to believe his/her conduct was unlawful. The articles and by-laws of the Panamanian subsidiary guarantors do not contain a special provision or indemnity section and, therefore, such indemnity, if it is to be granted, must be approved by each of their respective Boards of Directors. Alternatively, each of the guarantors may include any such indemnity clause in their respective Articles of Incorporation, but any such amendment to the Articles must be approved by the shareholders.

Paraguay

      Paraguayan law provides that the officers (directors) of a stock company (sociedad anonima) are jointly and severally liable for any damages caused to the company, its shareholders and third parties for the non compliance of their obligations under the law and/or the company’s by-laws, unless the officer in question proves he/she has not taken part in the respective resolution. Directors are also fully responsible for any damages caused to the company, its shareholders and third parties due to willful misconduct, abuse of powers or gross negligence. Any provision contained in a charter, by-laws, contract or other arrangements under which any controlling persons limits or waives these responsibilities would be null and void under Paraguayan law.

Uruguay

      Under Uruguayan law, indemnification of directors for any liability or damages suffered by a company, any of its shareholders or any third party as a consequence of the breach of any fiduciary duty imposed on directors, or damages, caused with intent or negligence, or caused by the breach of the by-laws of the company, is null and void. Any provision of the company’s by-laws or shareholders resolutions providing any release or limitation of such liability of directors and officers to the company and its shareholders is null and void.

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Item 21:  Exhibits and Financial Statement Schedules

Exhibit
Number			Description
	3	.1	Articles of Incorporation and By-laws of Ultrapetrol (Bahamas) Limited.*
	3	.2	Articles of Incorporation (English translation) and By-laws of Baldwin Maritime Inc.*
	3	.3	Articles of Incorporation (English translation) and By-laws of Bayham Investments S.A.*
	3	.4	Articles of Incorporation (English translation) and By-laws of Cavalier Shipping Inc.*
	3	.5	Bylaws (English translation) of Corporacion De Navegacion Mundial S.A.*
	3	.6	Articles of Incorporation (English translation) and By-laws of Danube Maritime Inc.*
	3	.7	Articles of Incorporation and By-laws of General Ventures Inc.*
	3	.8	Articles of Incorporation (English translation) and By-laws of Imperial Maritime Ltd. (Bahamas) Inc.*
	3	.9	Articles of Incorporation (English translation) and By-laws of Kattegat Shipping Inc.*
	3	.10	Memorandum of Association and Articles of Association of Kingly Shipping Ltd.*
	3	.11	Memorandum of Association and Articles of Association of Majestic Maritime Ltd.*
	3	.12	Articles of Incorporation and Bylaws of Massena Port S.A. (English translation)*
	3	.13	Memorandum of Association and Articles of Association of Monarch Shipping Ltd.*
	3	.14	Memorandum of Association and Articles of Association of Noble Shipping Ltd.*
	3	.15	Articles of Incorporation (English translation) and Bylaws (English translation) of Oceanpar S.A.*
	3	.16	Articles of Incorporation (English translation) and By-laws of Oceanview Maritime Inc.*
	3	.17	Articles of Incorporation and Bylaws of Parfina S.A. (English translation)*
	3	.18	Articles of Incorporation (English translation) and By-laws of Parkwood Commercial Corp.*
	3	.19	Articles of Incorporation (English translation) and By-laws of Princely International Finance Corp.*
	3	.20	Memorandum of Association (English translation) and Articles of Association of Regal International Investments S.A.*
	3	.21	Articles of Incorporation (English translation) and By-laws of Riverview Commercial Corp.*
	3	.22	Memorandum of Association and Articles of Association of Sovereign Maritime Ltd.*
	3	.23	Articles of Incorporation (English translation) and By-laws of Stanmore Shipping Inc.*
	3	.24	Articles of Incorporation (English translation) and By-laws of Tipton Marine Inc.*
	3	.25	Articles of Incorporation (English translation) and By-laws of Ultrapetrol International S.A.*
	3	.26	Articles of Incorporation and Bylaws of Ultrapetrol S.A. (English translation)*
	3	.27	Memorandum of Association and Articles of Association of UP Offshore (Holdings) Ltd.*
	4	.1	Form of Global Exchange Notes (attached as Exhibit A to Exhibit 4.3).*
	4	.2	Registration Rights Agreement dated November 10, 2004.*
	4	.3	Indenture dated November 24, 2004.*
	4	.4	Form of Subsidiary Guarantee (attached as Exhibit F to Exhibit 10.4).*
	5	.1	Opinion of Seward & Kissel LLP regarding the laws of the United States.
	5	.2	Opinion of Perez, Alati, Grondona, Benites, Arntsen & Martinez de Hoz, Jr. regarding the laws of Argentina.
	5	.3	Opinion of Higgs & Johnson regarding the laws of the Bahamas.
	5	.4	Opinion of Barros & Errázuriz Abogados Ltda. regarding the laws of the Republic of Chile.
	5	.5	Opinion of Seward & Kissel LLP regarding the laws of the Republic of Liberia.
	5	.6	Opinion of Palacios, Prono & Talavera regarding the laws of Paraguay.
	5	.7	Opinion of Tapia, Linares y Alfaro regarding the laws of Panama.
	5	.8	Opinion of Ramela & Regules Rucker, Abogados.
	8	.1	Opinion of Seward & Kissel LLP regarding U.S. tax matters.

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Exhibit
Number			Description
	8	.2	Opinion of Higgs & Johnson regarding Bahamian tax matters (included in its opinion filed as Exhibit 5.3).
	10	.1	Form of Vessel Mortgage (attached as Exhibit C to Exhibit 4.3).*
	10	.2	Form of Insurance Assignment.*
	10	.3	Form of Earnings Assignment.*
	10	.4	Escrow Agreement dated November 24, 2004.*
	12	.1	Computation of Ratio of Earnings to Fixed Charges.*
	21	.1	List of Subsidiaries.*
	23	.1	Consents of Independent Registered Public Accounting Firm.*
	23	.2	Consent of Doll Shipping Consultancy.*
	23	.3	Consent of Seward & Kissel LLP (included in its opinion filed as Exhibit 5.1).
	23	.4	Consent of Perez, Alati, Grondona, Benites, Arntsen & Martinez de Hoz, Jr. (included in its opinion filed as Exhibit 5.2).
	23	.5	Consent of Higgs & Johnson (included in its opinion filed as Exhibit 5.3).
	23	.6	Consent of Barros & Errázuriz Abogados Ltda. (including in its opinion filed as Exhibit 5.4).
	23	.7	Consent of Seward & Kissel LLP (included in its opinion filed as Exhibit 5.5).
	23	.8	Consent of Palacios, Prono & Talavera (included in its opinion filed as Exhibit 5.6).
	23	.9	Consent of Tapia, Linares y Alfaro (included in its opinion filed as Exhibit 5.7).
	23	.10	Consent of Ramela & Regules Rucker, Abogados (included in its opinion filed as Exhibit 5.8).
	24	.1	Powers of Attorney (see signature pages to registration statement).*
	25	.1	Statement of Eligibility of Manufacturers Traders & Trust Company, as Trustee under the Indenture.*
	99	.1	Form of Letter of Transmittal.*
	99	.2	Form of Letter to Securities Brokers and Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	99	.3	Form of Letter to Clients.*
	99	.4	Form of Notice of Guaranteed Delivery.*

*  Previously filed with our Form F-4 filed with the Securities and Exchange Commission on January 24, 2005.

Item 22. Undertakings

      1. The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission under Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

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      2. The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      3. The undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      4. The undersigned registrant hereby undertakes, as a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by 17 C.F.R. § 210.3-19 at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or 17 C.F.R. § 210.3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Form F-3.

      5. The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reoffering by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

      6. The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (5) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      7. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      8. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

      9. The undersigned registrant hereby undertakes (i) to respond to requests for information that are incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form F-4, within one business

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day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests.

      10. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Argentina, on the 2nd day of March, 2005.

ULTRAPETROL (BAHAMAS) LIMITED

By:  /s/ Felipe Menendez Ross

Name: Felipe Menendez Ross

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Felipe Menendez Ross Felipe Menendez Ross	President and Director Chief Executive Officer
/s/ Ricardo Menendez Ross Ricardo Menendez Ross	Vice-President and Director
/s/ James F. Martin James F. Martin	Director
/s/ Katherine A. Downs Katherine A. Downs	Director
/s/ Leonard J. Hoskinson Leonard J. Hoskinson	Chief Financial Officer Treasurer, Secretary and Director
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:  General Manager

II-9

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

BAYHAM INVESTMENTS S.A.

By:  /s/ Juan Arturo Montes Gomez

Name: Juan Arturo Montes Gomez

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-10

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

BALDWIN MARITIME INC.

By:  /s/ Tomas Alvarado Montenegro

Name: Tomas Alvarado Montenegro

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Tomas Alvarado Montenegro Tomas Alvarado Montenegro	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-11

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

CAVALIER SHIPPING INC.

By:  /s/ Juan Arturo Montes Gomez

Name: Juan Arturo Montes Gomez

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:  General Manager

II-12

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Argentina, on the 2nd day of March, 2005.

CORPORACION DE NAVEGACION MUNDIAL S.A.

By:  /s/ Ricardo Menendez Ross

Name: Ricardo Menendez Ross

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Ricardo Menendez Ross Ricardo Menendez Ross	President and Director Chief Executive Officer
/s/ Patricio Guzmán Miro Patricio Guzmán Miro	Vice-President and Director
/s/ Ignacio Larrain Ignacio Larrain	Chief Financial Officer Treasurer and Director
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:  General Manager

II-13

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

DANUBE MARITIME INC.

By: /s/ Juan Arturo Montes Gomez

Name: Juan Arturo Montes Gomez

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-14

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

GENERAL VENTURES INC.

By: /s/ Juan Arturo Montes Gomez

Name: Juan Arturo Montes Gomez

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-15

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

IMPERIAL MARITIME LTD (BAHAMAS) INC.
By:	/s/ Juan Arturo Montes Gomez
	Name:	Juan Arturo Montes Gomez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-16

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

KATTEGAT SHIPPING INC.

By:  /s/ Juan Arturo Montes Gomez

Name: Juan Arturo Montes Gomez

Title:  President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature		Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez		President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre		Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero		Secretary and Director
RAVENSCROFT SHIPPING INC.		Authorized Representative in the United States
By:	/s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson Title:   General Manager

II-17

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

KINGLY SHIPPING LTD.
By:	/s/ Juan Arturo Montes Gomez
	Name:	Juan Arturo Montes Gomez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-18

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

MAJESTIC MARITIME LTD.
By:	/s/ Juan Arturo Montes Gomez
	Name:	Juan Arturo Montes Gomez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIPPING INC	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-19

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Uruguay, on the 2nd day of March, 2005.

MASSENA PORT S.A.

By: /s/ Ana María de Angelis Bazzano

Name: Ana Maria de Angelís Bazzano

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Ana Maria de Angelís Bazzano Ana Maria de Angelís Bazzano	President and Director Chief Executive Officer Chief Financial Officer, Treasurer
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-20

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

MONARCH SHIPPING LTD.

By:  /s/ Juan Arturo Montes Gomez

Name: Juan Arturo Montes Gomez

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIPPING INC	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-21

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

NOBLE SHIPPING LTD.
By:	/s/ Juan Arturo Montes Gomez
	Name:	Juan Arturo Montes Gomez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature		Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez		President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre		Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero		Secretary and Director
RAVENSCROFT SHIPPING INC		Authorized Representative in the United States
By:	/s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-22

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Argentina, on the 2nd day of March, 2005.

OCEANPAR S.A.

By:  /s/ Jorge Jose Alvarez

Name: Jorge Jose Alvarez

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Jorge Jose Alvarez Jorge Jose Alvarez	President and Director Chief Executive Officer
/s/ Horacio Valentine Salinas A Horacio Valentine Salinas A	Vice-President and Director
/s/ Mari Rocio Salinas Noguera Mari Rocio Salinas Noguera	Chief Financial Officer Treasurer and Director
/s/ Antonio Arrua Morillo Antonio Arrua Morillo	Secretary and Director
RAVENSCROFT SHIPPING INC	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-23

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

OCEANVIEW MARITIME INC.

By:  /s/ Juan Arturo Montes Gomez

Name: Juan Arturo Montes Gomez

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIPPING INC	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-24

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Argentina, on the 2nd day of March, 2005.

PARFINA S.A.

By:  /s/ Jorge Jose Alvarez

Name: Jorge Jose Alvarez

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature		Title
/s/ Jorge Jose Alvarez Jorge Jose Alvarez		President and Director Chief Executive Officer
/s/ Horacio Valentine Salinas A. Horacio Valentine Salinas A.		Vice-President and Director
/s/ Jorge Jose Alvarez Jorge Jose Alvarez		Chief Financial Officer Treasurer and Director
RAVENSCROFT SHIPPING INC		Authorized Representative in the United States
By:	/s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-25

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

PARKWOOD COMMERCIAL CORP.

By:  /s/ Juan Arturo Montes Gomez

Name: Juan Arturo Montes Gomez

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature		Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez		President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre		Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero		Secretary and Director
RAVENSCROFT SHIPPING INC		Authorized Representative in the United States
By:	/s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-26

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

PRINCELY INTERNATIONAL FINANCE CORP.

By:  /s/ Juan Arturo Montes Gomez

Name:      Juan Arturo Montes Gomez

Title:  President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature		Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez		President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre		Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero		Secretary and Director
RAVENSCROFT SHIPPING INC		Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
	Name: Leonard J. Hoskinson
	Title:   General Manager

II-27

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

REGAL INTERNATIONAL INVESTMENTS S.A.

By:	/s/ Tomas Alvarado Montenegro
	Name:	Tomas Alvarado Montenegro
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature		Title
/s/ Tomas Alvarado Montenegro Tomas Alvarado Montenegro		President and Director Chief Executive Officer Treasurer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre		Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero		Secretary and Director
RAVENSCROFT SHIPPING INC		Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
	Name: Leonard J. Hoskinson
	Title:   General Manager

II-28

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

RIVERVIEW COMMERCIAL CORP.
By:	/s/ Juan Arturo Montes Gomez
	Name:	Juan Arturo Montes Gomez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Chief Financial Officer, Treasurer Director
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIPPING INC	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-29

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

SOVEREIGN MARITIME LTD.
By:	/s/ Juan Arturo Montes Gomez
	Name:	Juan Arturo Montes Gomez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-30

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

STANMORE SHIPPING INC.

By: /s/ Juan Arturo Montes Gomez

Name: Juan Arturo Montes Gomez

Title:   President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-31

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

TIPTON MARINE INC.

By: /s/ Juan Arturo Montes Gomez

Name: Juan Arturo Montes Gomez

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-32

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 2nd day of March, 2005.

ULTRAPETROL INTERNATIONAL S.A.

By: /s/ Juan Arturo Montes Gomez

Name: Juan Arturo Montes Gomez

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President and Director Chief Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President and Director Chief Financial Officer, Treasurer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-33

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Argentina, on the 2nd day of March, 2005.

ULTRAPETROL S.A.
By:	/s/ Felipe Menendez Ross
	Name:	Felipe Menendez Ross
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Felipe Menendez Ross Felipe Menendez Ross	President and Director Chief Executive Officer
/s/ Ricardo Menendez Ross Ricardo Menendez Ross	Vice-President and Director
/s/ Jorge José Alvarez Jorge José Alvarez	Chief Financial Officer, Treasurer, Director
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-34

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Argentina, on the 2nd day of March, 2005.

UP OFFSHORE (HOLDINGS) LTD.
By:	/s/ Felipe Menendez Ross
	Name:	Felipe Menendez Ross
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing 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 attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 2, 2005 in the capacities indicated.

Signature	Title
/s/ Felipe Menendez Ross Felipe Menendez Ross	President and Director Chief Executive Officer
/s/ Ricardo Menendez Ross Ricardo Menendez Ross	Vice-President and Director
/s/ James F. Martin James F. Martin	Director
/s/ Katherine A. Downs Katherine A. Downs	Director
/s/ Leonard J. Hoskinson Leonard J. Hoskinson	Chief Financial Officer Treasurer, Secretary and Director
RAVENSCROFT SHIPPING INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-35 EX-5.1 2 y04808a2exv5w1.txt OPINION OF SEWARD & KISSEL LLP EXHIBIT 5.1 SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 WRITER'S DIRECT DIAL TELEPHONE: (212) 574-1200 1200 G STREET, N.W. FACSIMILE: (212) 480-8421 WASHINGTON, D.C. 20005 WWW.SEWKIS.COM TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184 March 2, 2005 Ultrapetrol (Bahamas) Limited c/o H&J Corporate Services Ltd. Shirlaw House 87 Shirley Street P.O. Box 55-19085 Nassau, Bahamas Re: 9% First Preferred Ship Mortgage Notes due 2014 Ladies and Gentlemen: We have acted as United States and New York counsel to Ultrapetrol (Bahamas) Limited, a Bahamas corporation (the "Company") and to the Company's subsidiaries listed on Exhibit A hereto (each a "Guarantor" and collectively the "Guarantors") in connection with the Company's Registration Statement on Form F-4 (Registration No. 333-122254), as amended (the "Registration Statement") as filed with the United States Securities and Exchange Commission (the "Commission"), with respect to the Company's offer to exchange (the "Exchange Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "Exchange Notes") for an identical principal amount at maturity of its outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the "Outstanding Notes"). The Exchange Notes are to be issued pursuant to the Indenture dated as of November 24, 2004 between the Company, the Guarantors and Manufacturers Traders and Trust Company, as Trustee (the "Trustee") (the "Indenture") and, when issued, will be guaranteed by the Guarantors (the "Guarantees") pursuant to the Indenture. Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the Company (the "Prospectus") included in the Registration Statement; (iii) the Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate documents and records of the Company and the Guarantors 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 (whoever are or will become signatories thereto) to complete the execution of documents. As to various questions of fact that are material to the Ultrapetrol (Bahamas) Limited March 2, 2005 Page 2 opinion hereinafter expressed, we have relied upon statements or certificates of public officials, directors or officers of the Company and the Guarantors and others. We have assumed due authorization of the Exchange Notes and the Guarantees under the laws of incorporation of the Company and each Guarantor, as the case may be. With respect to the due authorization of the Exchange Notes and the Guarantees we have relied upon the opinions of counsel of each of the Company and each Guarantor filed as exhibits to the Registration Statement, and we have assumed that the Exchange Notes have been validly executed and delivered by the Company. We have further assumed for the purposes of this opinion that the Indenture and all documents contemplated by the Indenture to be executed in connection with the Exchange Offer, have been duly authorized and validly executed and delivered by each of the parties thereto. 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: the Exchange Notes and the Guarantees, when the Exchange Notes are executed and authenticated in accordance with the Indenture and delivered pursuant to the Exchange Offer upon the terms and conditions set forth in the Prospectus, will constitute the valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors in accordance with their terms, except as (i) such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, arrangement, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally and may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. This opinion is rendered as of the date hereof, and we have no responsibility to update this opinion for events or circumstances occurring after the date hereof, nor do we have any responsibility to advise you of any change in the laws after the date hereof. We are members of the bar of the State of New York, and this opinion is limited to the law of the State of New York and the federal laws of the United States of America 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 "Enforceability of Civil Liabilities," and "Legal Matters" in the Prospectus, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement. Very truly yours, /s/ Seward & Kissel LLP Ultrapetrol (Bahamas) Limited March 2, 2005 Page 4 Exhibit A Bayham Investments S.A. Baldwin Maritime Inc. Cavalier Shipping Inc. Corporacion De Navegacion Mundial S.A. Danube Maritime Inc. Imperial Maritime Ltd. (Bahamas) Inc. General Ventures Inc. Kattegat Shipping Inc. Kingly Shipping Ltd. Majestic Maritime Ltd. Massena Port S.A. Monarch Shipping Ltd. Noble Shipping Ltd. Oceanpar S.A. Oceanview Maritime Inc. Parfina S.A. Parkwood Commercial Corp. Princely International Finance Corp. Regal International Investments S.A. Riverview Commercial Corp. Sovereign Maritime Ltd. Stanmore Shipping Inc. Tipton Marine Inc. Ultrapetrol International S.A. Ultrapetrol S.A. UP Offshore (Holdings) Ltd. 02351.0008 #533176 EX-5.2 3 y04808a2exv5w2.txt OPINION OF PEREZ, ALATI, GRONDONA, BENITES, ARMSTEN & MARTINEZ DE HOZ, JR. PEREZ ALATI, GRONDONA, BENITES, ARNTSEN & MARTINEZ DE HOZ (h) EXHIBIT 5.2 ABOGADOS SUIPACHA 1111 - PISCO 18 - C1008AAW BUENOS AIRES - TEL. (54 11) 4114 3000 FAX (54 11) 4114 3001 e-mail: pagbam@pagbam.com.ar March 2, 2005 Ultrapetrol (Bahamas) Limited c/o H&J Corporate Services Ltd. Shirlaw House 87 Shirley Street P.O. Box 55-19084 Nassau, Bahamas Re: 9% First Preferred Ship Mortgage Notes due 2014 Ladies and Gentlemen: We have acted as special Argentine counsel to Ultrapetrol S.A. and UABL S.A., each a corporation (sociedad anonima) organized and existing under the laws of the Republic of Argentina (the "Guarantors") in connection with the Registration Statement on Form F-4 (Registration No. 333-122254), as amended (the "Registration Statement") of Ultrapetrol (Bahamas) Limited, a Bahamas Company (the "Company") as filed with the United States Securities and Exchange Commission (the "Commission"), with respect to the Company's offer to exchange (the "Exchange Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "Exchange Notes") for an identical principal amount at maturity of its outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the "Outstanding Notes"). The Exchange Notes are to be issued pursuant to the Indenture dated as of November 24, 2004 between the Company, the Guarantors and Manufacturers Traders and Trust Company, as Trustee (the "Trustee") (the "Indenture") and, when issued, will be guaranteed by the Guarantors (the "Guarantees") pursuant to the Indenture. Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the Company (the "Prospectus") included in the Registration Statement; (iii) the Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate documents and records of the Company and the Guarantors, 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 1 PEREZ ALATI, GRONDONA, BENITES, ARNTSEN & MARTINEZ DE HOZ (h) ABOGADOS executed, the genuineness of all signatures and the legal competence or capacity of persons or entities (whoever are or will become signatories thereto) to complete the execution of documents. As to various questions of fact that are material to the opinion hereinafter expressed, we have relied upon statements or certificates of public officials, directors or officers of the Company and the Guarantors, and others. We have further assumed for the purposes of this opinion that each of the Indenture and all documents contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and Guarantees have been duly authorized and validly executed and delivered by each of the parties thereto other than the Guarantors. 1. 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 each of the Guarantees to which a Guarantor is a party has been duly authorized, and upon issuance of the Exchange Notes, will constitute the valid and binding obligation of each such Guarantor. We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities" and "Summary of the Terms of the Exchange Notes: Additional Amounts", contained in the Company's Registration Statement on Form F-4, insofar as such discussion represents legal conclusions or statements of Argentine law, subject to the limitations and conditions set forth therein, constitutes the opinion of Perez Alati, Grondona, Benites, Arntsen & Martinez de Hoz (jr). It is our further opinion that the discussion set forth under such captions accurately states our views as to the matters discussed therein. This opinion is limited to the laws of the Republic of Argentina. This opinion is rendered as of the date hereof, and we have no responsibility to update this opinion for events or circumstances occurring after the date hereof, nor do we have any responsibility to advise you of any change in the laws after the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form F-4 to be filed with the United States Securities and Exchange Commission with respect to the Exchange Notes, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement. 2 PEREZ ALATI, GRONDONA, BENITES, ARNTSEN & MARTINEZ DE HOZ (h) ABOGADOS Very truly yours, /s/ Santiago Daireaux Santiago Daireaux PEREZ ALATI, GRONDONA, BENITES, ARNTSEN & MARTINEZ DE HOZ (JR) 02351.0008 #545759 3 EX-5.3 4 y04808a2exv5w3.txt OPINION OF HIGGS & JOHNSON EXHIBIT 5.3 March 2, 2005 Ultrapetrol (Bahamas) Limited c/o H&J Corporate Services Ltd. Shirlaw House 87 Shirley Street P.O. Box SS-19084 Nassau, Bahamas RE: 9% FIRST PREFERRED SHIP MORTGAGE NOTES DUE 2014 Ladies and Gentlemen: We have acted as special Bahamian counsel to Ultrapetrol (Bahamas) Limited, a Bahamian company (the "COMPANY") and to the Company's Bahamian subsidiaries listed on Exhibit A hereto (each a "GUARANTOR" and collectively the "GUARANTORS" in connection with the Company's Registration Statement on Form F-4 (Registration No. 333-122254), as amended (the "REGISTRATION STATEMENT") as filed with the United States Securities and Exchange Commission (the "COMMISSION"), with respect to the Company's offer to exchange (the "EXCHANGE OFFER") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "EXCHANGE NOTES") for an identical principal amount at maturity of its outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the "OUTSTANDING NOTES"). The Exchange Notes are to be issued pursuant to an Indenture dated as of November 24, 2004 between the Company, the Guarantors and Manufacturers Traders and Trust Company, as Trustee (the "INDENTURE") and, when issued, will be guaranteed by the Guarantors (the "GUARANTEES") pursuant to the Indenture. Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement. ULTRAPETROL (BAHAMAS) LIMITED MARCH 2, 2005 PAGE 2 We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus (the "Prospectus") of the Company included in the Registration Statement; (iii) the Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes; and (vi) such corporate documents and records of the Company and the Guarantors 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 (whoever are or will become signatories thereto) to complete the execution of documents. As to various questions of fact that are material to the opinion hereinafter expressed, we have relied upon statements or certificates of public officials, directors or officers of the Company and the Guarantors and others. We have further assumed for the purposes of this opinion that each of the Indenture and all documents contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and Guarantees have been duly authorized and validly executed and delivered by each of the parties thereto other than the Company and the Guarantors. 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 (i) the Exchange Notes have been duly authorized, and when executed and authenticated in accordance with the Indenture and delivered pursuant to the terms of the Exchange Offer set forth in the Prospectus, will constitute the valid and binding obligations of the Company, and (ii) the Guarantees have been duly authorized, and upon issuance of the Exchange Notes, will constitute the valid and binding obligations of the Guarantors. We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities," "Summary of the Terms of the Exchange Notes: Additional Amounts," and "Tax Considerations -- Bahamian Tax Considerations" contained in the Registration Statement, insofar as such discussion represents legal conclusions ULTRAPETROL (BAHAMAS) LIMITED MARCH 2, 2005 PAGE 3 or statements of Bahamian law, subject to the limitations and conditions set forth therein, constitutes the opinion of Higgs & Johnson. It is our further opinion that the discussion set forth under such captions accurately states our views as to the matters discussed therein. This opinion is limited to the laws of the Commonwealth of The Bahamas. This opinion is rendered as of the date hereof, and we have no responsibility to update this opinion for events or circumstances occurring after the date hereof, nor do we have any responsibility to advise you of any change in the laws after the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement to be filed with the Commission with respect to the Exchange Notes, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement. Very truly yours, /S/ HIGGS & JOHNSON HIGGS & JOHNSON EXHIBIT A LIST OF BAHAMIAN SUBSIDIARIES NAME JURISDICTION OF INCORPORATION ________________________________ ___________________________________ Kingly Shipping Ltd. Bahamas Majestic Maritime Ltd. Bahamas Monarch Shipping Ltd. Bahamas Noble Shipping Ltd. Bahamas Sovereign Maritime Ltd. Bahamas UP Offshore (Holdings) Ltd. Bahamas EX-5.4 5 y04808a2exv5w4.txt OPINION OF BARROS & ERRAZURIZ ABOGADOS LTDA. EXHIBIT 5.4 March 2, 2005 Ultrapetrol (Bahamas) Limited c/o H&J Corporate Services Ltd. Shirlaw House 87 Shirley Street P.O. Box 55-19084 Nassau, Bahamas Re: 9% First Preferred Ship Mortgage Notes due 2014 Ladies and Gentlemen: We have acted as special Chilean counsel to Ultrapetrol (Bahamas) Limited, a Bahamas company (the "Company") and to Corporacion de Navegacion Mundial S.A., a (corporation) organized and existing under the laws of the Republic of Chile, and one of the Company's subsidiaries (the "Guarantor") in connection with the Company's Registration Statement on Form F-4 (Registration No. 333-122254), as amended (the "Registration Statement") as filed with the United States Securities and Exchange Commission (the "Commission"), with respect to the Company's offer to exchange (the "Exchange Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "Exchange Notes") for an identical principal amount at maturity of its outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the "Outstanding Notes"). The Exchange Notes are to be issued pursuant to the Indenture dated as of November 24, 2004 between the Company, the Guarantor and Manufacturers Traders and Trust Company, as Trustee (the "Trustee") (the "Indenture") and, when issued, will be guaranteed by the Guarantor (the "Guarantee") pursuant to the Indenture. Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the Company (the "Prospectus") included in the Registration Statement; (iii) the Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate documents and records of the Company and the Guarantor and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed (collectively the "Documents"). In such examinations, we have assumed and not verified: (a) the authenticity of all documents submitted to us as originals; (b) the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed; (c) the genuineness of all signatures and the legal competence or capacity of persons or entities (whoever are or will become signatories thereto) to complete the execution of documents; (d) the due compliance of the Documents 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 Chile as to which we are opining); (e) that any required consents, licenses, permits, approvals, exemptions or authorizations of or by any governmental authority or regulatory body of any jurisdiction other than Chile in connection with the transactions contemplated by the Documents have been obtained. As to various questions of fact that are material to the opinion hereinafter expressed, we have relied upon statements or certificates of public officials, directors or officers of the Company and the Guarantor and others. We have further assumed for the purposes of this opinion that each of the Indenture and all documents contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and Guarantee have been duly authorized and validly executed and delivered by each of the parties thereto other than the Guarantor. 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 the Guarantee to which the Guarantor is a party has been duly authorized, and upon issuance of the Exchange Notes, will constitute the valid and binding obligation of the Guarantor. We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities" and "Summary of the Terms of the Exchange Notes: Additional Amounts" contained in the Company's Registration Statement on Form F-4, insofar as such discussion represents legal conclusions or statements of Chile law, subject to the limitations and conditions set forth therein, constitutes the opinion of Barros & Errazuriz Abogados Ltda. and fairly presents the information disclosed therein in all material respects. This opinion is limited to the laws of Chile. This opinion is rendered as of the date hereof, and we have no responsibility to update this opinion for events or circumstances occurring after the date hereof, nor do we have any responsibility to advise you of any change in the laws after the date hereof. 2 We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form F-4 to be filed with the United States Securities and Exchange Commission with respect to the Exchange Notes, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement. Very truly yours, BARROS Y ERRAZURIZ ABOGADOS LIMITADA /s/ Cristian Barros Tocornal 02351.0008 #545756 3 EX-5.5 6 y04808a2exv5w5.txt OPINION OF SEWARD & KISSEL LLP EXHIBIT 5.5 SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 WRITER'S DIRECT DIAL TELEPHONE: (212) 574-1200 1200 G STREET, N.W. FACSIMILE: (212) 480-8421 WASHINGTON, D.C. 20005 WWW.SEWKIS.COM TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184 March 2, 2005 Ultrapetrol (Bahamas) Limited c/o H&J Corporate Services Ltd. Shirlaw House 87 Shirley Street P.O. Box 55-19084 Nassau, Bahamas Re: 9% First Preferred Ship Mortgage Notes due 2014 Ladies and Gentlemen: We have acted as special Liberian counsel to General Ventures Inc., a Liberian company ("Guarantor") and a subsidiary of Ultrapetrol (Bahamas) Limited, a Bahamas company (the "Company") in connection with the Company's Registration Statement on Form F-4 (Registration No. 333-122254), as amended (the "Registration Statement") as filed with the United States Securities and Exchange Commission (the "Commission"), with respect to the Company's offer to exchange (the "Exchange Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "Exchange Notes") for an identical principal amount at maturity of its outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the "Outstanding Notes"). The Exchange Notes are to be issued pursuant to the Indenture dated as of November 24, 2004 between the Company, the Guarantor, Manufacturers Traders and Trust Company, as Trustee (the "Trustee") and the other parties thereto (the "Indenture") and, when issued, will be guaranteed by the Guarantor (the "Guarantee") pursuant to the Indenture. Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the Company (the "Prospectus") included in the Registration Statement; (iii) the Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate documents and records of the Company and the Guarantor 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 (whoever are or will become signatories thereto) to complete the execution of documents. As to various questions of fact that are material to the Ultrapetrol (Bahamas) Limited March 2, 2005 Page 2 opinion hereinafter expressed, we have relied upon statements or certificates of public officials, directors or officers of the Guarantor and others. We have further assumed for the purposes of this opinion that each of the Indenture and all documents contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and Guarantee have been duly authorized and validly executed and delivered by each of the parties thereto other than the Guarantor. 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 the Guarantee has been duly authorized, and upon issuance of the Exchange Notes, will constitute the valid and binding obligation of the Guarantor. We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities," and "Summary of the Terms of the Exchange Notes: Additional Amounts," contained in the Company's Registration Statement on Form F-4, insofar as such discussion represents legal conclusions or statements of Liberian law, subject to the limitations and conditions set forth therein, constitutes the opinion of Seward & Kissel LLP. It is our further opinion that the discussion set forth under such captions accurately states our views as to the matters discussed therein. This opinion is limited to the laws of Liberia. This opinion is rendered as of the date hereof, and we have no responsibility to update this opinion for events or circumstances occurring after the date hereof, nor do we have any responsibility to advise you of any change in the laws after the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form F-4 to be filed with the United States Securities and Exchange Commission with respect to the Exchange Notes, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement. Very truly yours, /s/ Seward & Kissel LLP 02351.0008 #535626 EX-5.6 7 y04808a2exv5w6.txt OPINION OF PALACIOS, PRONO & TALAVERA Exhibit 5.6 PALAC IOS, PRONO & TALAVERA ABOGADOS March 2, 2005 Ultrapetrol (Bahamas) Limited c/o H&J Corporate Services Ltd. Shirlaw House 87 Shirley Street P.O. Box 55-19084 Nassau, Bahamas RE: 9% FIRST PREFERRED SHIP MORTGAGE NOTES DUE 2014 Ladies and Gentlemen: We have acted as special Paraguayan counsel to Ultrapetrol (Bahamas) Limited, a Bahamas company (the "Company") and to the Company's subsidiaries listed on Exhibit A hereto (each a "Guarantor" and collectively the "Guarantors") in connection with the Company's Registration Statement on Form F-4 (Registration No. 333-122254), as amended (the "Registration Statement") as filed with the United States Securities and Exchange Commission (the "Commission"), with respect to the Company's offer to exchange (the "Exchange Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "Exchange Notes") for an identical principal amount at maturity of its outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the "Outstanding Notes"). The Exchange Notes are to be issued pursuant to the Indenture dated as of November 24, 2004 between the Company, the Guarantors and Manufacturers Traders and Trust Company, as Trustee (the "Trustee") (the "Indenture") and, when issued, will be guaranteed by the Guarantors (the "Guarantees") pursuant to the Indenture. Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the Company (the "Prospectus") included in the Registration Statement; (iii) the Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate documents and records of the Company and the Guarantors 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 (whoever are or will become signatories thereto) to complete the execution of documents. As to various questions of fact that are material to the opinion hereinafter expressed, we have relied upon statements or certificates of public officials, directors or officers of the Company and the Guarantors and others. We have further assumed for the purposes of this opinion that each of the Indenture and all documents contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and Guarantees have been duly authorized and validly executed and delivered by each of the parties thereto other than the Guarantors. 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 the Guarantees have been duly authorized, and upon issuance of the Exchange Notes, will constitute the valid and binding obligations of the Guarantors. We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities," and "Summary of the Terms of the Exchange Notes: Additional Amounts," contained in the Company's Registration Statement on Form F-4, insofar as such discussion represents legal conclusions or statements of Paraguayan law, subject to the limitations and conditions set forth therein, constitutes the opinion of Palacios, Prono & Talavera, Abogados. It is our further opinion that the discussion set forth under such captions accurately states our views as to the matters discussed therein. This opinion is limited to the laws of Paraguay. This opinion is rendered as of the date hereof, and we have no responsibility to update this opinion for events or circumstances occurring after the date hereof, nor do we have any responsibility to advise you of any change in the laws after the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form F-4 to be filed with the United States Securities and Exchange Commission with respect to the Exchange Notes, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement. Very truly yours /s/ Palacios, Prono & Talavera PALACIOS, PRONO & TALAVERA EXHIBIT A 1. Parfina S.A. 2. Oceanpar S.A. Palacios, Prono & Talavera, Abogados EX-5.7 8 y04808a2exv5w7.txt OPINION OF TAPIA, LINARES Y ALFARO EXHIBIT 5.7 March 2, 2005 Ultrapetrol (Bahamas) Limited c/o H&J Corporate Services Ltd. Shirlaw House 87 Shirley Street P.O. box 55-19084 Nassau, Bahamas Re: 9% First Preferred Ship Mortgage Notes due 2014 Ladies and Gentlemen: We have acted as special Panamanian counsel to Ultrapetrol (Bahamas) Limited, a Bahamas company (the "Company") and to the Company's Panamanian subsidiaries listed on Exhibit A hereto (each a "Guarantor" and collectively the "Guarantors") in connection with the Company's Registration Statement on Form F-4 (Registration No. 333-122254), as amended (the "Registration Statement") as filed with the United States Securities and Exchange Commission (the "Commission"), with respect to the Company's offer to exchange (the "Exchange Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "Exchange Notes") for an identical principal amount at maturity of its outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the "Outstanding Notes"). The Exchange Notes are to be issued pursuant to the Indenture dated as of November 24, 2004 between the Company, the Guarantors and Manufacturers Traders and Trust Company, as Trustee (the "Trustee") (the "Indenture") and, when issued, will be guaranteed by the Guarantors (the "Guarantees") pursuant to the Indenture. Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (1) the Registration Statement; (ii) the prospectus of the Company (the "Prospectus") included in the Registration Statement; (iii) the Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate documents and records of the Company and the Guarantors 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 (whoever are or will become signatories thereto) to complete the execution of documents. As to various questions of fact that are material to the Ultrapetrol (Bahamas) Limited March 2, 2005 Page 2 - -------------------------------------------------------------------------------- opinion hereinafter expressed, we have relied upon statements or certificates of public officials, directors or officers of the Company and the Guarantors and others. We have further assumed for the purposes of this opinion that each of the Indenture and all documents contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and Guarantees have been duly authorized and validly executed and delivered by each of the parties thereto other than the Guarantors. 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 the Guarantees have been duly authorized, and upon issuance of the Exchange Notes, will constitute the valid and binding obligations of the Guarantors. We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities," "Summary of the Terms of the Exchange Notes: Additional Amounts," and "Tax Considerations - Panama Tax Considerations" contained in the Company's Registration Statement on Form F-4, insofar as such discussion represents legal conclusions or statements of Panamanian law, subject to the limitations and conditions set forth therein, constitutes the opinion of Tapia, Linares y Alfaro. It is our further opinion that the discussion set forth under such captions accurately states our views as to the matters discussed therein. This opinion is limited to the laws of Panama. This opinion is rendered as of the date hereof, and we have no responsibility to update this opinion for events or circumstances occurring after the date hereof, nor do we have any responsibility to advise you of any change in the laws after the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form F-4 to be filed with the United States Securities and Exchange Commission with respect to the Exchange Notes, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement. Very truly yours, Tapia, Linares y Alfaro /s/ Mario E. Correa Mario E. Correa Ultrapetrol (Bahamas) Limited March 2, 2005 Page 3 - -------------------------------------------------------------------------------- EXHIBIT A Baldwin Maritime Inc. Bayham Investments S.A. Cavalier Shipping Inc. Danube Maritime Inc. Imperial Maritime Ltd. (Bahamas) Inc. Kattegat Shipping Inc. Oceanview Maritime Inc. Parkwood Commercial Corp. Princely International Finance Corp. Regal International Investments S.A. Riverview Commercial Corp. Stanmore Shipping Inc. Tipton Marine Inc. Ultrapetrol International S.A. EX-5.8 9 y04808a2exv5w8.txt OPINION OF RAMELA & REGULES RUCKER, ABOGADOS EXHIBIT 5.8 RAMELA & REGULES RUCKER Abogados Carlos RAMELA REGULES Julio Herrera y Obes 1416, piso 8 Pedro REGULES ZABALETA Tel: (05982) 900-1232/900-0494 Fernando MENDEZ VALLES 902-1585/902-0693 Ricardo SOMMARUGA SANGUINETTI Telefax: (05982) 902-1585 Milagros SAPRIZA RAMELA E-mail: regules@dcd.com.uy Abogados C.P. 11.100 - MONTEVIDEO URUGUAY Alejandro REGULES ZABALETA Escribano Paraguay 609 - 6K - Tel: (05411) 4311-1412/8385 - Telefax: (05411) 4311-1700 C.P. 1057 - BUENOS AIRES - ARGENTINA March 2, 2005 Ultrapetrol (Bahamas) Limited c/o H&J Corporation Services Ltd. Shirlaw House 87 Shirley Street P.O. Box 55-19084 Nassau, Bahamas Re: 9% First Preferred Ship Mortgage Notes due 2014 Ladies and Gentlemen: We have acted as special Uruguayan counsel to Ultrapetrol (Bahamas) Limited, a Bahamas company (the "Company") and to Massena Port S.A. (the "Guarantor" and, together with the Company, the "Ultrapetrol Group") in connection with the Company's Registration Statement on Form F-4 (Registration No. 333-122254) as amended (the "Registration Statement") as filed with the United States Securities and Exchange Commission (the "Commission"), with respect to the Company's offer to exchange (the "Exchange Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "Exchange Notes") for an identical principal amount at maturity of its outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the "Outstanding Notes"). The Exchange Notes are to be issued pursuant to the Indenture dated as of November 24, 2004 between the Company, the Guarantor and Manufacturers Traders and Trust Company, as Trustee (the "Trustee") (the "Indenture") and, when issued, will be guaranteed by the Guarantor (the "Guarantee") pursuant to the Indenture. Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the Company (the "Prospectus") included in the Registration Statement; (iii) the Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate documents and records RAMELA & REGULES RUCKER Abogados of the Company and the Guarantor 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 (whoever are or will become signatories thereto) to complete the execution of documents. As to various questions of fact that are material to the opinion hereinafter expressed, we have relied upon statements or certificates of public officials, directors or officers of the Company and the Guarantor and others. We have further assumed for the purposes of this opinion that each of the Indenture and all documents contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and Guarantee have been duly authorized and validly executed and delivered by each of the parties thereto other than the Guarantor. 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 the Guarantee has been duly authorized, and upon issuance of the Exchange Notes, will constitute the valid and binding obligation of the Guarantor. We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities," and "Summary of the Terms of the Exchange Notes: Additional Amounts," contained in the Company's Registration Statement on Form F-4, insofar as such discussion represents legal conclusions or statements of Uruguayan law, subject to the limitations and conditions set forth therein, constitutes the opinion of Ramela & Regules Rucker. It is our further opinion that the discussion set forth under such captions accurately states our views as to the matters discussed therein. This opinion is limited to the laws of the Republic of Uruguay. This opinion is rendered as of the date hereof, and we have no responsibility to update this opinion for events or circumstances occurring after the date hereof, nor do we have any responsibility to advise you of any change in the laws after the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form F-4 to be filed with the United States Securities and Exchange RAMELA & REGULES RUCKER Abogados Commission with respect to the Exchange Notes, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement. Very truly yours, /S/ Pedro Regules Zabaleta EX-8.1 10 y04808a2exv8w1.txt OPINION OF SEWARD & KISSEL LLP EXHIBIT 8.1 SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 WRITER'S DIRECT DIAL TELEPHONE: (212) 574-1200 1200 G STREET, N.W. FACSIMILE: (212) 480-8421 WASHINGTON, D.C. 20005 WWW.SEWKIS.COM TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184 March 2, 2005 Ultrapetrol (Bahamas) Limited c/o H&J Corporate Services Ltd. Shirlaw House 87 Shirley Street P.O. Box 55-19085 Nassau, Bahamas Ladies and Gentlemen: Re: 9% First Preferred Ship Mortgage Notes due 2014 Ladies and Gentlemen: In connection with the Registration Statement (Registration No. 333-122254), as amended, filed by Ultrapetrol (Bahamas) Limited, a Bahamas corporation (the "Company") on Form F-4 with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the "Registration Statement") in connection with the exchange offer for the Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "Notes"), we have been requested to render our opinion regarding certain United States federal income tax matters. In formulating our opinion as to these matters, we have examined such documents as we have deemed appropriate, including the Registration Statement and the prospectus that forms a part thereof (the "Prospectus"). We also have obtained such additional information as we have deemed relevant and necessary from representatives of the Company. Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement. Based on the facts as set forth in the Registration Statement and, in particular, on the representations, covenants, assumptions, conditions and qualifications described under the captions "Summary of the Terms of The Exchange Offer -- U.S. Federal Income Tax Considerations," "The Exchange Offer - -- Transfer Taxes," and "Tax Considerations -- United States Federal Income Tax Considerations" we hereby confirm that the opinions of Seward & Kissel LLP with respect to federal income tax matters are those opinions attributed to Seward & Kissell LLP in the Registration Statement under the captions "Summary of the Terms of The Exchange Offer -- U.S. Federal Income Tax Consideration," "The Exchange Offer -- Transfer Taxes," and "Tax Considerations -- United States Federal Income Tax Considerations." It is our Ultrapetrol (Bahamas) Limited March 2, 2005 Page 2 further opinion that the tax discussion set forth under the captions "Summary of the Terms of The Exchange Offer -- U.S. Federal Income Tax Consideration," "The Exchange Offer -- Transfer Taxes," and "Tax Considerations -- United States Federal Income Tax Considerations" in the Registration Statement accurately states our views as to the tax matters discussed therein. Our opinions and the tax discussion as set forth in the Registration Statement are based on the current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service which may be cited or used as precedents, and case law, 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 Registration Statement, and we have no responsibility to update this opinion or to advise you of any change in the laws after the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our firm included in or made part of the Registration Statement. Very truly yours, /s/ Seward & Kissel LLP 02351.0008 #533182 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

                                                                     EXHIBIT 5.1
                              SEWARD & KISSEL LLP
                             ONE BATTERY PARK PLAZA
                            NEW YORK, NEW YORK 10004

WRITER'S DIRECT DIAL       TELEPHONE: (212) 574-1200         1200 G STREET, N.W.
                           FACSIMILE: (212) 480-8421      WASHINGTON, D.C. 20005
                                 WWW.SEWKIS.COM        TELEPHONE: (202) 737-8833
                                                       FACSIMILE: (202) 737-5184


                                                                   March 2, 2005

Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box 55-19085
Nassau, Bahamas

            Re: 9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

      We have acted as United States and New York counsel to Ultrapetrol
(Bahamas) Limited, a Bahamas corporation (the "Company") and to the Company's
subsidiaries listed on Exhibit A hereto (each a "Guarantor" and collectively the
"Guarantors") in connection with the Company's Registration Statement on Form
F-4 (Registration No. 333-122254), as amended (the "Registration Statement") as
filed with the United States Securities and Exchange Commission (the
"Commission"), with respect to the Company's offer to exchange (the "Exchange
Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage
Notes due 2014 (the "Exchange Notes") for an identical principal amount at
maturity of its outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the
"Outstanding Notes"). The Exchange Notes are to be issued pursuant to the
Indenture dated as of November 24, 2004 between the Company, the Guarantors and
Manufacturers Traders and Trust Company, as Trustee (the "Trustee") (the
"Indenture") and, when issued, will be guaranteed by the Guarantors (the
"Guarantees") pursuant to the Indenture. Capitalized terms not defined herein
have the meanings ascribed to them in the Registration Statement.

      We have examined originals or copies, certified or otherwise identified to
our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the
Company (the "Prospectus") included in the Registration Statement; (iii) the
Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange
Notes and (vi) such corporate documents and records of the Company and the
Guarantors 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 (whoever are or will become signatories thereto) to complete
the execution of documents. As to various questions of fact that are material to
the

Ultrapetrol (Bahamas) Limited
March 2, 2005
Page 2

opinion hereinafter expressed, we have relied upon statements or certificates
of public officials, directors or officers of the Company and the Guarantors
and others.

     We have assumed due authorization of the Exchange Notes and the Guarantees
under the laws of incorporation of the Company and each Guarantor, as the case
may be. With respect to the due authorization of the Exchange Notes and the
Guarantees we have relied upon the opinions of counsel of each of the Company
and each Guarantor filed as exhibits to the Registration Statement, and we have
assumed that the Exchange Notes have been validly executed and delivered by the
Company.

     We have further assumed for the purposes of this opinion that the Indenture
and all documents contemplated by the Indenture to be executed in connection
with the Exchange Offer, have been duly authorized and validly executed and
delivered by each of the parties thereto. 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: the Exchange Notes and the Guarantees,
when the Exchange Notes are executed and authenticated in accordance with the
Indenture and delivered pursuant to the Exchange Offer upon the terms and
conditions set forth in the Prospectus, will constitute the valid and binding
obligations of the Company and the Guarantors, respectively, enforceable against
the Company and the Guarantors in accordance with their terms, except as (i)
such enforceability may be limited by bankruptcy, insolvency, fraudulent
transfer, fraudulent conveyance, reorganization, arrangement, moratorium or
similar laws relating to or affecting the enforcement of creditors' rights
generally and may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law),
and (ii) rights of acceleration and the availability of equitable remedies may
be limited by equitable principles of general applicability.

     This opinion is rendered as of the date hereof, and we have no
responsibility to update this opinion for events or circumstances occurring
after the date hereof, nor do we have any responsibility to advise you of any
change in the laws after the date hereof.

     We are members of the bar of the State of New York, and this opinion is
limited to the law of the State of New York and the federal laws of the United
States of America 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 "Enforceability of Civil Liabilities,"
and "Legal Matters" in the Prospectus, without admitting we are "experts"
within the meaning of the Securities Act of 1933, as amended, or the rules and
regulations of the Commission thereunder with respect to any part of the
Registration Statement.


                                        Very truly yours,




                                        /s/ Seward & Kissel LLP

Ultrapetrol (Bahamas) Limited
March 2, 2005
Page 4



                                   Exhibit A


Bayham Investments S.A.
Baldwin Maritime Inc.
Cavalier Shipping Inc.
Corporacion De Navegacion Mundial S.A.
Danube Maritime Inc.
Imperial Maritime Ltd. (Bahamas) Inc.
General Ventures Inc.
Kattegat Shipping Inc.
Kingly Shipping Ltd.
Majestic Maritime Ltd.
Massena Port S.A.
Monarch Shipping Ltd.
Noble Shipping Ltd.
Oceanpar S.A.
Oceanview Maritime Inc.
Parfina S.A.
Parkwood Commercial Corp.
Princely International Finance Corp.
Regal International Investments S.A.
Riverview Commercial Corp.
Sovereign Maritime Ltd.
Stanmore Shipping Inc.
Tipton Marine Inc.
Ultrapetrol International S.A.
Ultrapetrol S.A.
UP Offshore (Holdings) Ltd.


02351.0008 #533176

EX-5.2

                        PEREZ ALATI, GRONDONA, BENITES,
                         ARNTSEN & MARTINEZ DE HOZ (h)               EXHIBIT 5.2
                                    ABOGADOS

   SUIPACHA 1111 - PISCO 18 - C1008AAW BUENOS AIRES - TEL. (54 11) 4114 3000
                             FAX (54 11) 4114 3001
                         e-mail: pagbam@pagbam.com.ar


                                                 March 2, 2005


Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box 55-19084
Nassau, Bahamas


              Re:  9% First Preferred Ship Mortgage Notes due 2014


Ladies and Gentlemen:

     We have acted as special Argentine counsel to Ultrapetrol S.A. and UABL
S.A., each a corporation (sociedad anonima) organized and existing under the
laws of the Republic of Argentina (the "Guarantors") in connection with the
Registration Statement on Form F-4 (Registration No. 333-122254), as amended
(the "Registration Statement") of Ultrapetrol (Bahamas) Limited, a Bahamas
Company (the "Company") as filed with the United States Securities and Exchange
Commission (the "Commission"), with respect to the Company's offer to exchange
(the "Exchange Offer") up to $180,000,000 of the Company's 9% First Preferred
Ship Mortgage Notes due 2014 (the "Exchange Notes") for an identical principal
amount at maturity of its outstanding 9% First Preferred Ship Mortgage Notes due
2014 (the "Outstanding Notes"). The Exchange Notes are to be issued pursuant to
the Indenture dated as of November 24, 2004 between the Company, the Guarantors
and Manufacturers Traders and Trust Company, as Trustee (the "Trustee") (the
"Indenture") and, when issued, will be guaranteed by the Guarantors (the
"Guarantees") pursuant to the Indenture. Capitalized terms not defined herein
have the meanings ascribed to them in the Registration Statement.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of
the Company (the "Prospectus") included in the Registration Statement; (iii)
the Indenture; (iv) the form of the Outstanding Notes; (v) the form of the
Exchange Notes and (vi) such corporate documents and records of the Company and
the Guarantors, 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


                                       1

                        PEREZ ALATI, GRONDONA, BENITES,
                         ARNTSEN & MARTINEZ DE HOZ (h)
                                    ABOGADOS

executed, the genuineness of all signatures and the legal competence or capacity
of persons or entities (whoever are or will become signatories thereto) to
complete the execution of documents. As to various questions of fact that are
material to the opinion hereinafter expressed, we have relied upon statements or
certificates of public officials, directors or officers of the Company and the
Guarantors, and others.

     We have further assumed for the purposes of this opinion that each of the
Indenture and all documents contemplated by the Indenture to be executed in
connection with the issuance of the Exchange Notes and Guarantees have been duly
authorized and validly executed and delivered by each of the parties thereto
other than the Guarantors.

     1.   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
each of the Guarantees to which a Guarantor is a party has been duly authorized,
and upon issuance of the Exchange Notes, will constitute the valid and binding
obligation of each such Guarantor.

     We hereby confirm that the discussion under the headings "Enforceability of
Civil Liabilities" and "Summary of the Terms of the Exchange Notes: Additional
Amounts", contained in the Company's Registration Statement on Form F-4, insofar
as such discussion represents legal conclusions or statements of Argentine law,
subject to the limitations and conditions set forth therein, constitutes the
opinion of Perez Alati, Grondona, Benites, Arntsen & Martinez de Hoz (jr). It is
our further opinion that the discussion set forth under such captions accurately
states our views as to the matters discussed therein.

     This opinion is limited to the laws of the Republic of Argentina. This
opinion is rendered as of the date hereof, and we have no responsibility to
update this opinion for events or circumstances occurring after the date hereof,
nor do we have any responsibility to advise you of any change in the laws after
the date hereof.

     We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form F-4 to be filed with the United States
Securities and Exchange Commission with respect to the Exchange Notes, without
admitting we are "experts" within the meaning of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission thereunder with respect
to any part of the Registration Statement.


                                       2



                        PEREZ ALATI, GRONDONA, BENITES,
                         ARNTSEN & MARTINEZ DE HOZ (h)
                                    ABOGADOS


                                                 Very truly yours,


                                                 /s/ Santiago Daireaux
                                                 Santiago Daireaux


                                                 PEREZ ALATI, GRONDONA, BENITES,
                                                 ARNTSEN & MARTINEZ DE HOZ (JR)

02351.0008 #545759



                                       3

EX-5.3

                                                                     EXHIBIT 5.3



                                                                   March 2, 2005


Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box SS-19084
Nassau, Bahamas



RE: 9% FIRST PREFERRED SHIP MORTGAGE NOTES DUE 2014

Ladies and Gentlemen:

     We have acted as special Bahamian counsel to Ultrapetrol (Bahamas)
Limited, a Bahamian company (the "COMPANY") and to the Company's Bahamian
subsidiaries listed on Exhibit A hereto (each a "GUARANTOR" and collectively
the "GUARANTORS" in connection with the Company's Registration Statement on
Form F-4 (Registration No. 333-122254), as amended (the "REGISTRATION
STATEMENT") as filed with the United States Securities and Exchange Commission
(the "COMMISSION"), with respect to the Company's offer to exchange (the
"EXCHANGE OFFER") up to $180,000,000 of the Company's 9% First Preferred Ship
Mortgage Notes due 2014 (the "EXCHANGE NOTES") for an identical principal
amount at maturity of its outstanding 9% First Preferred Ship Mortgage Notes
due 2014 (the "OUTSTANDING NOTES"). The Exchange Notes are to be issued
pursuant to an Indenture dated as of November 24, 2004 between the Company, the
Guarantors and Manufacturers Traders and Trust Company, as Trustee (the
"INDENTURE") and, when issued, will be guaranteed by the Guarantors (the
"GUARANTEES") pursuant to the Indenture. Capitalized terms not defined herein
have the meanings ascribed to them in the Registration Statement.

ULTRAPETROL (BAHAMAS) LIMITED
MARCH 2, 2005
PAGE 2


     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of: (i) the Registration Statement; (ii) the prospectus (the
"Prospectus") of the Company included in the Registration Statement; (iii) the
Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange
Notes; and (vi) such corporate documents and records of the Company and the
Guarantors 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 (whoever are or will become signatories thereto) to complete
the execution of documents. As to various questions of fact that are material to
the opinion hereinafter expressed, we have relied upon statements or
certificates of public officials, directors or officers of the Company and the
Guarantors and others.

     We have further assumed for the purposes of this opinion that each of the
Indenture and all documents contemplated by the Indenture to be executed in
connection with the issuance of the Exchange Notes and Guarantees have been duly
authorized and validly executed and delivered by each of the parties thereto
other than the Company and the Guarantors.

     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 (i) the
Exchange Notes have been duly authorized, and when executed and authenticated in
accordance with the Indenture and delivered pursuant to the terms of the
Exchange Offer set forth in the Prospectus, will constitute the valid and
binding obligations of the Company, and (ii) the Guarantees have been duly
authorized, and upon issuance of the Exchange Notes, will constitute the valid
and binding obligations of the Guarantors.

     We hereby confirm that the discussion under the headings "Enforceability of
Civil Liabilities," "Summary of the Terms of the Exchange Notes: Additional
Amounts," and "Tax Considerations -- Bahamian Tax Considerations" contained in
the Registration Statement, insofar as such discussion represents legal
conclusions

ULTRAPETROL (BAHAMAS) LIMITED
MARCH 2, 2005
PAGE 3


or statements of Bahamian law, subject to the limitations and conditions set
forth therein, constitutes the opinion of Higgs & Johnson. It is our further
opinion that the discussion set forth under such captions accurately states our
views as to the matters discussed therein.

     This opinion is limited to the laws of the Commonwealth of The Bahamas.
This opinion is rendered as of the date hereof, and we have no responsibility to
update this opinion for events or circumstances occurring after the date hereof,
nor do we have any responsibility to advise you of any change in the laws after
the date hereof.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement to be filed with the Commission with respect to the
Exchange Notes, without admitting we are "experts" within the meaning of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder with respect to any part of the Registration Statement.


Very truly yours,



/S/ HIGGS & JOHNSON
HIGGS & JOHNSON



                                                                       EXHIBIT A


                         LIST OF BAHAMIAN SUBSIDIARIES



             NAME                              JURISDICTION OF INCORPORATION
________________________________            ___________________________________

Kingly Shipping Ltd.                                   Bahamas
Majestic Maritime Ltd.                                 Bahamas
Monarch Shipping Ltd.                                  Bahamas
Noble Shipping Ltd.                                    Bahamas
Sovereign Maritime Ltd.                                Bahamas
UP Offshore (Holdings) Ltd.                            Bahamas

EX-5.4

                                                                     EXHIBIT 5.4



                                                                   March 2, 2005

Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box 55-19084
Nassau, Bahamas


          Re: 9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

     We have acted as special Chilean counsel to Ultrapetrol (Bahamas) Limited,
a Bahamas company (the "Company") and to Corporacion de Navegacion Mundial S.A.,
a (corporation) organized and existing under the laws of the Republic of Chile,
and one of the Company's subsidiaries (the "Guarantor") in connection with the
Company's Registration Statement on Form F-4 (Registration No. 333-122254), as
amended (the "Registration Statement") as filed with the United States
Securities and Exchange Commission (the "Commission"), with respect to the
Company's offer to exchange (the "Exchange Offer") up to $180,000,000 of the
Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "Exchange Notes")
for an identical principal amount at maturity of its outstanding 9% First
Preferred Ship Mortgage Notes due 2014 (the "Outstanding Notes"). The Exchange
Notes are to be issued pursuant to the Indenture dated as of November 24, 2004
between the Company, the Guarantor and Manufacturers Traders and Trust Company,
as Trustee (the "Trustee") (the "Indenture") and, when issued, will be
guaranteed by the Guarantor (the "Guarantee") pursuant to the Indenture.
Capitalized terms not defined herein have the meanings ascribed to them in the
Registration Statement.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of
the Company (the "Prospectus") included in the Registration Statement; (iii)
the Indenture; (iv) the form of the Outstanding Notes; (v) the form of the
Exchange Notes and (vi) such corporate documents and records of the Company and
the Guarantor and such other instruments, certificates and documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed (collectively the "Documents"). In such examinations, we have assumed
and not verified:


     (a)  the authenticity of all documents submitted to us as originals;

     (b)  the conformity to original documents of all documents submitted to us
          as copies or drafts of documents to be executed;

     (c)  the genuineness of all signatures and the legal competence or
          capacity of persons or entities (whoever are or will become
          signatories thereto) to complete the execution of documents;

     (d)  the due compliance of the Documents 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 Chile as to which we are
          opining);

     (e)  that any required consents, licenses, permits, approvals, exemptions
          or authorizations of or by any governmental authority or regulatory
          body of any jurisdiction other than Chile in connection with the
          transactions contemplated by the Documents have been obtained.

     As to various questions of fact that are material to the opinion
hereinafter expressed, we have relied upon statements or certificates of public
officials, directors or officers of the Company and the Guarantor and others.

     We have further assumed for the purposes of this opinion that each of the
Indenture and all documents contemplated by the Indenture to be executed in
connection with the issuance of the Exchange Notes and Guarantee have been duly
authorized and validly executed and delivered by each of the parties thereto
other than the Guarantor.

     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 the
Guarantee to which the Guarantor is a party has been duly authorized, and upon
issuance of the Exchange Notes, will constitute the valid and binding
obligation of the Guarantor.

     We hereby confirm that the discussion under the headings "Enforceability
of Civil Liabilities" and "Summary of the Terms of the Exchange Notes:
Additional Amounts" contained in the Company's Registration Statement on Form
F-4, insofar as such discussion represents legal conclusions or statements of
Chile law, subject to the limitations and conditions set forth therein,
constitutes the opinion of Barros & Errazuriz Abogados Ltda. and fairly
presents the information disclosed therein in all material respects.

     This opinion is limited to the laws of Chile. This opinion is rendered as
of the date hereof, and we have no responsibility to update this opinion for
events or circumstances occurring after the date hereof, nor do we have any
responsibility to advise you of any change in the laws after the date hereof.




                                       2

     We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form F-4 to be filed with the United States
Securities and Exchange Commission with respect to the Exchange Notes, without
admitting we are "experts" within the meaning of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission thereunder with respect
to any part of the Registration Statement.



                                             Very truly yours,


                                             BARROS Y ERRAZURIZ
                                             ABOGADOS LIMITADA


                                             /s/ Cristian Barros Tocornal


02351.0008 #545756


                                       3

EX-5.5

                                                                     EXHIBIT 5.5
                              SEWARD & KISSEL LLP
                             ONE BATTERY PARK PLAZA
                            NEW YORK, NEW YORK 10004

WRITER'S DIRECT DIAL       TELEPHONE: (212) 574-1200         1200 G STREET, N.W.
                           FACSIMILE: (212) 480-8421      WASHINGTON, D.C. 20005
                                 WWW.SEWKIS.COM        TELEPHONE: (202) 737-8833
                                                       FACSIMILE: (202) 737-5184


                                                                   March 2, 2005

Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box 55-19084
Nassau, Bahamas

            Re: 9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

      We have acted as special Liberian counsel to General Ventures Inc., a
Liberian company ("Guarantor") and a subsidiary of Ultrapetrol (Bahamas)
Limited, a Bahamas company (the "Company") in connection with the Company's
Registration Statement on Form F-4 (Registration No. 333-122254), as amended
(the "Registration Statement") as filed with the United States Securities and
Exchange Commission (the "Commission"), with respect to the Company's offer to
exchange (the "Exchange Offer") up to $180,000,000 of the Company's 9% First
Preferred Ship Mortgage Notes due 2014 (the "Exchange Notes") for an identical
principal amount at maturity of its outstanding 9% First Preferred Ship Mortgage
Notes due 2014 (the "Outstanding Notes"). The Exchange Notes are to be issued
pursuant to the Indenture dated as of November 24, 2004 between the Company, the
Guarantor, Manufacturers Traders and Trust Company, as Trustee (the "Trustee")
and the other parties thereto (the "Indenture") and, when issued, will be
guaranteed by the Guarantor (the "Guarantee") pursuant to the Indenture.
Capitalized terms not defined herein have the meanings ascribed to them in the
Registration Statement.

      We have examined originals or copies, certified or otherwise identified to
our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the
Company (the "Prospectus") included in the Registration Statement; (iii) the
Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange
Notes and (vi) such corporate documents and records of the Company and the
Guarantor 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 (whoever are or will become signatories thereto) to complete
the execution of documents. As to various questions of fact that are material to
the

Ultrapetrol (Bahamas) Limited
March 2, 2005
Page 2

opinion hereinafter expressed, we have relied upon statements or certificates of
public officials, directors or officers of the Guarantor and others.

     We have further assumed for the purposes of this opinion that each of the
Indenture and all documents contemplated by the Indenture to be executed in
connection with the issuance of the Exchange Notes and Guarantee have been duly
authorized and validly executed and delivered by each of the parties thereto
other than the Guarantor.

     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 the
Guarantee has been duly authorized, and upon issuance of the Exchange Notes,
will constitute the valid and binding obligation of the Guarantor.

     We hereby confirm that the discussion under the headings "Enforceability of
Civil Liabilities," and "Summary of the Terms of the Exchange Notes: Additional
Amounts," contained in the Company's Registration Statement on Form F-4, insofar
as such discussion represents legal conclusions or statements of Liberian law,
subject to the limitations and conditions set forth therein, constitutes the
opinion of Seward & Kissel LLP. It is our further opinion that the discussion
set forth under such captions accurately states our views as to the matters
discussed therein.

     This opinion is limited to the laws of Liberia. This opinion is rendered as
of the date hereof, and we have no responsibility to update this opinion for
events or circumstances occurring after the date hereof, nor do we have any
responsibility to advise you of any change in the laws after the date hereof.

     We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form F-4 to be filed with the United States
Securities and Exchange Commission with respect to the Exchange Notes, without
admitting we are "experts" within the meaning of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission thereunder with respect
to any part of the Registration Statement.


                                             Very truly yours,



                                             /s/ Seward & Kissel LLP


02351.0008 #535626

EX-5.6

                                                                     Exhibit 5.6

                           PALAC IOS, PRONO & TALAVERA
                                    ABOGADOS

                                                                   March 2, 2005


Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box 55-19084
Nassau, Bahamas


RE:      9% FIRST PREFERRED SHIP MORTGAGE NOTES DUE 2014

Ladies and Gentlemen:

         We have acted as special Paraguayan counsel to Ultrapetrol (Bahamas)
Limited, a Bahamas company (the "Company") and to the Company's subsidiaries
listed on Exhibit A hereto (each a "Guarantor" and collectively the
"Guarantors") in connection with the Company's Registration Statement on Form
F-4 (Registration No. 333-122254), as amended (the "Registration Statement") as
filed with the United States Securities and Exchange Commission (the
"Commission"), with respect to the Company's offer to exchange (the "Exchange
Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage
Notes due 2014 (the "Exchange Notes") for an identical principal amount at
maturity of its outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the
"Outstanding Notes"). The Exchange Notes are to be issued pursuant to the
Indenture dated as of November 24, 2004 between the Company, the Guarantors and
Manufacturers Traders and Trust Company, as Trustee (the "Trustee") (the
"Indenture") and, when issued, will be guaranteed by the Guarantors (the
"Guarantees") pursuant to the Indenture. Capitalized terms not defined herein
have the meanings ascribed to them in the Registration Statement.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of
the Company (the "Prospectus") included in the Registration Statement; (iii) the
Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange
Notes and (vi) such corporate documents and records of the Company and the
Guarantors 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 (whoever are or will become signatories thereto) to complete the
execution of documents. As to various questions of fact that are material to the
opinion hereinafter expressed, we have relied upon statements or certificates of
public officials, directors or officers of the Company and the Guarantors and
others.

         We have further assumed for the purposes of this opinion that each of
the Indenture and all documents contemplated by the Indenture to be executed in
connection with the issuance of the Exchange Notes and Guarantees have been duly
authorized and validly executed and delivered by each of the parties thereto
other than the Guarantors. 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 the Guarantees have been duly authorized, and upon issuance of the
Exchange Notes, will constitute the valid and binding obligations of the
Guarantors.

         We hereby confirm that the discussion under the headings
"Enforceability of Civil Liabilities," and "Summary of the Terms of the Exchange
Notes: Additional Amounts," contained in the Company's Registration Statement on
Form F-4, insofar as such discussion represents legal conclusions or statements
of Paraguayan law, subject to the limitations and conditions set forth therein,
constitutes the opinion of Palacios, Prono & Talavera, Abogados. It is our
further opinion that the discussion set forth under such captions accurately
states our views as to the matters discussed therein.

         This opinion is limited to the laws of Paraguay. This opinion is
rendered as of the date hereof, and we have no responsibility to update this
opinion for events or circumstances occurring after the date hereof, nor do we
have any responsibility to advise you of any change in the laws after the date
hereof.

         We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form F-4 to be filed with the United States
Securities and Exchange Commission with respect to the Exchange Notes, without
admitting we are "experts" within the meaning of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission thereunder with respect
to any part of the Registration Statement.

                                                  Very truly yours

                                                  /s/ Palacios, Prono & Talavera

                                                  PALACIOS, PRONO & TALAVERA

                                   EXHIBIT A

1.       Parfina S.A.

2.       Oceanpar S.A.



                                            Palacios, Prono & Talavera, Abogados

EX-5.7

                                                                     EXHIBIT 5.7




March 2, 2005



Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. box 55-19084
Nassau, Bahamas

          Re:  9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

     We have acted as special Panamanian counsel to Ultrapetrol (Bahamas)
Limited, a Bahamas company (the "Company") and to the Company's Panamanian
subsidiaries listed on Exhibit A hereto (each a "Guarantor" and collectively the
"Guarantors") in connection with the Company's Registration Statement on Form
F-4 (Registration No. 333-122254), as amended (the "Registration Statement") as
filed with the United States Securities and Exchange Commission (the
"Commission"), with respect to the Company's offer to exchange (the "Exchange
Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage
Notes due 2014 (the "Exchange Notes") for an identical principal amount at
maturity of its outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the
"Outstanding Notes"). The Exchange Notes are to be issued pursuant to the
Indenture dated as of November 24, 2004 between the Company, the Guarantors and
Manufacturers Traders and Trust Company, as Trustee (the "Trustee") (the
"Indenture") and, when issued, will be guaranteed by the Guarantors (the
"Guarantees") pursuant to the Indenture. Capitalized terms not defined herein
have the meanings ascribed to them in the Registration Statement.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of: (1) the Registration Statement; (ii) the prospectus of
the Company (the "Prospectus") included in the Registration Statement; (iii)
the Indenture; (iv) the form of the Outstanding Notes; (v) the form of the
Exchange Notes and (vi) such corporate documents and records of the Company and
the Guarantors 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 (whoever are or will become signatories thereto) to
complete the execution of documents. As to various questions of fact that are
material to the

Ultrapetrol (Bahamas) Limited
March 2, 2005
Page 2
- --------------------------------------------------------------------------------

opinion hereinafter expressed, we have relied upon statements or certificates
of public officials, directors or officers of the Company and the Guarantors
and others.

     We have further assumed for the purposes of this opinion that each of the
Indenture and all documents contemplated by the Indenture to be executed in
connection with the issuance of the Exchange Notes and Guarantees have been
duly authorized and validly executed and delivered by each of the parties
thereto other than the Guarantors.

     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 the
Guarantees have been duly authorized, and upon issuance of the Exchange Notes,
will constitute the valid and binding obligations of the Guarantors.

     We hereby confirm that the discussion under the headings "Enforceability
of Civil Liabilities," "Summary of the Terms of the Exchange Notes: Additional
Amounts," and "Tax Considerations - Panama Tax Considerations" contained in the
Company's Registration Statement on Form F-4, insofar as such discussion
represents legal conclusions or statements of Panamanian law, subject to the
limitations and conditions set forth therein, constitutes the opinion of Tapia,
Linares y Alfaro. It is our further opinion that the discussion set forth under
such captions accurately states our views as to the matters discussed therein.

     This opinion is limited to the laws of Panama. This opinion is rendered as
of the date hereof, and we have no responsibility to update this opinion for
events or circumstances occurring after the date hereof, nor do we have any
responsibility to advise you of any change in the laws after the date hereof.

     We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form F-4 to be filed with the United States
Securities and Exchange Commission with respect to the Exchange Notes, without
admitting we are "experts" within the meaning of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission thereunder with respect
to any part of the Registration Statement.


Very truly yours,

Tapia, Linares y Alfaro


/s/ Mario E. Correa
Mario E. Correa

Ultrapetrol (Bahamas) Limited
March 2, 2005
Page 3
- --------------------------------------------------------------------------------

                                   EXHIBIT A



Baldwin Maritime Inc.

Bayham Investments S.A.

Cavalier Shipping Inc.

Danube Maritime Inc.

Imperial Maritime Ltd. (Bahamas) Inc.

Kattegat Shipping Inc.

Oceanview Maritime Inc.

Parkwood Commercial Corp.

Princely International Finance Corp.

Regal International Investments S.A.

Riverview Commercial Corp.

Stanmore Shipping Inc.

Tipton Marine Inc.

Ultrapetrol International S.A.

EX-5.8

                                                                     EXHIBIT 5.8

                            RAMELA & REGULES RUCKER
                                    Abogados

Carlos RAMELA REGULES                          Julio Herrera y Obes 1416, piso 8
Pedro REGULES ZABALETA                            Tel: (05982) 900-1232/900-0494
Fernando MENDEZ VALLES                                         902-1585/902-0693
Ricardo SOMMARUGA SANGUINETTI                          Telefax: (05982) 902-1585
Milagros SAPRIZA RAMELA                               E-mail: regules@dcd.com.uy
      Abogados                                          C.P. 11.100 - MONTEVIDEO
                                                               URUGUAY
Alejandro REGULES ZABALETA
      Escribano

  Paraguay 609 - 6K - Tel: (05411) 4311-1412/8385 - Telefax: (05411) 4311-1700
                      C.P. 1057 - BUENOS AIRES - ARGENTINA

                                                  March 2, 2005

Ultrapetrol (Bahamas) Limited
c/o H&J Corporation Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box 55-19084
Nassau, Bahamas

                         Re: 9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

We have acted as special Uruguayan counsel to Ultrapetrol (Bahamas) Limited, a
Bahamas company (the "Company") and to Massena Port S.A. (the "Guarantor" and,
together with the Company, the "Ultrapetrol Group") in connection with the
Company's Registration Statement on Form F-4 (Registration No. 333-122254) as
amended (the "Registration Statement") as filed with the United States
Securities and Exchange Commission (the "Commission"), with respect to the
Company's offer to exchange (the "Exchange Offer") up to $180,000,000 of the
Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "Exchange
Notes") for an identical principal amount at maturity of its outstanding 9%
First Preferred Ship Mortgage Notes due 2014 (the "Outstanding Notes"). The
Exchange Notes are to be issued pursuant to the Indenture dated as of November
24, 2004 between the Company, the Guarantor and Manufacturers Traders and Trust
Company, as Trustee (the "Trustee") (the "Indenture") and, when issued, will be
guaranteed by the Guarantor (the "Guarantee") pursuant to the Indenture.
Capitalized terms not defined herein have the meanings ascribed to them in the
Registration Statement.

We have examined originals or copies, certified or otherwise identified to our
satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the
Company (the "Prospectus") included in the Registration Statement; (iii) the
Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange
Notes and (vi) such corporate documents and records



     RAMELA & REGULES RUCKER
            Abogados



of the Company and the Guarantor 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 (whoever are or will become signatories thereto) to
complete the execution of documents. As to various questions of fact that are
material to the opinion hereinafter expressed, we have relied upon statements or
certificates of public officials, directors or officers of the Company and the
Guarantor and others.

We have further assumed for the purposes of this opinion that each of the
Indenture and all documents contemplated by the Indenture to be executed in
connection with the issuance of the Exchange Notes and Guarantee have been duly
authorized and validly executed and delivered by each of the parties thereto
other than the Guarantor.

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 the Guarantee
has been duly authorized, and upon issuance of the Exchange Notes, will
constitute the valid and binding obligation of the Guarantor.

We hereby confirm that the discussion under the headings "Enforceability of
Civil Liabilities," and "Summary of the Terms of the Exchange Notes: Additional
Amounts," contained in the Company's Registration Statement on Form F-4, insofar
as such discussion represents legal conclusions or statements of Uruguayan law,
subject to the limitations and conditions set forth therein, constitutes the
opinion of Ramela & Regules Rucker. It is our further opinion that the
discussion set forth under such captions accurately states our views as to the
matters discussed therein.

This opinion is limited to the laws of the Republic of Uruguay. This opinion is
rendered as of the date hereof, and we have no responsibility to update this
opinion for events or circumstances occurring after the date hereof, nor do we
have any responsibility to advise you of any change in the laws after the date
hereof.

We hereby consent to the filing of this opinion as an exhibit to the Company's
Registration Statement on Form F-4 to be filed with the United States
Securities and Exchange

     RAMELA & REGULES RUCKER
            Abogados




Commission with respect to the Exchange Notes, without admitting we are
"experts" within the meaning of the Securities Act of 1933, as amended, or the
rules and regulations of the Commission thereunder with respect to any part of
the Registration Statement.



                                        Very truly  yours,



                                        /S/ Pedro Regules Zabaleta

EX-8.1

                                                                     EXHIBIT 8.1
                              SEWARD & KISSEL LLP
                             ONE BATTERY PARK PLAZA
                            NEW YORK, NEW YORK 10004

WRITER'S DIRECT DIAL        TELEPHONE: (212) 574-1200     1200 G STREET, N.W.
                            FACSIMILE: (212) 480-8421    WASHINGTON, D.C. 20005
                                 WWW.SEWKIS.COM        TELEPHONE: (202) 737-8833
                                                       FACSIMILE: (202) 737-5184








                                                  March 2, 2005



Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box 55-19085
Nassau, Bahamas
Ladies and Gentlemen:

          Re:  9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

     In connection with the Registration Statement (Registration No.
333-122254), as amended, filed by Ultrapetrol (Bahamas) Limited, a Bahamas
corporation (the "Company") on Form F-4 with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 (the "Registration Statement")
in connection with the exchange offer for the Company's 9% First Preferred Ship
Mortgage Notes due 2014 (the "Notes"), we have been requested to render our
opinion regarding certain United States federal income tax matters.

     In formulating our opinion as to these matters, we have examined such
documents as we have deemed appropriate, including the Registration Statement
and the prospectus that forms a part thereof (the "Prospectus"). We also have
obtained such additional information as we have deemed relevant and necessary
from representatives of the Company. Capitalized terms not defined herein have
the meanings ascribed to them in the Registration Statement.

     Based on the facts as set forth in the Registration Statement and, in
particular, on the representations, covenants, assumptions, conditions and
qualifications described under the captions "Summary of the Terms of The
Exchange Offer -- U.S. Federal Income Tax Considerations," "The Exchange Offer
- -- Transfer Taxes," and "Tax Considerations -- United States Federal Income Tax
Considerations" we hereby confirm that the opinions of Seward & Kissel LLP with
respect to federal income tax matters are those opinions attributed to Seward &
Kissell LLP in the Registration Statement under the captions "Summary of the
Terms of The Exchange Offer -- U.S. Federal Income Tax Consideration," "The
Exchange Offer -- Transfer Taxes," and "Tax Considerations -- United States
Federal Income Tax Considerations." It is our

Ultrapetrol (Bahamas) Limited
March 2, 2005
Page 2


further opinion that the tax discussion set forth under the captions "Summary
of the Terms of The Exchange Offer -- U.S. Federal Income Tax Consideration,"
"The Exchange Offer -- Transfer Taxes," and "Tax Considerations -- United
States Federal Income Tax Considerations" in the Registration Statement
accurately states our views as to the tax matters discussed therein.

     Our opinions and the tax discussion as set forth in the Registration
Statement are based on the current provisions of the Internal Revenue Code of
1986, as amended, the Treasury Regulations promulgated thereunder, published
pronouncements of the Internal Revenue Service which may be cited or used as
precedents, and case law, 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 Registration Statement, and
we have no responsibility to update this opinion or to advise you of any change
in the laws after the date hereof.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made
part of the Registration Statement.

                                             Very truly yours,



                                             /s/ Seward & Kissel LLP





02351.0008 #533182