EXHIBIT 8.2

                                        WATSON, FARLEY & WILLIAMS (NEW YORK) LLP
Our reference: 02375.50030/19083447 v3                           100 Park Avenue
                                                        New York, New York 10017

                                                              Tel (212) 922 2200

                                                              Fax (212) 922 1512

September 29, 2006

Teekay LNG Partners L.P.
Bayside House, Bayside Executive Park
West Bay Street and Blake Road
Nassau, Commonwealth of the Bahamas



REGISTRATION STATEMENT ON FORM F-3

Dear Sirs:

We have acted as special counsel as to matters of the law of the Republic of The
Marshall Islands ("MARSHALL ISLANDS LAW") for Teekay LNG Partners L.P. (the
"PARTNERSHIP") in connection with the preparation and filing with the Securities
and Exchange Commission (the "COMMISSION"), pursuant to the Securities Act of
1933, as amended (the "SECURITIES ACT"), and the rules and regulations
promulgated thereunder ("RULES"), of a registration statement on Form F-3 (such
registration statement and any additional registration statement filed pursuant
to Rule 462(b) is referred to as the "REGISTRATION STATEMENT") for the
registration of the sale from time to time of up to $400,000,000 aggregate
offering price (or any such further aggregate offering price as may be
registered pursuant to Rule 462(b)) of:

(a)   Common units (the "UNITS") representing limited partnership interests in
      the Partnership;

(b)   Debt securities (the "DEBT SECURITIES") of the Partnership, which may be
      co-issued by Teekay LNG Finance Corp. in the form of either senior debt
      securities or subordinated debt securities; and

(c)   Guarantees (the "GUARANTEES", and together with the Units and the Debt
      Securities, the "Securities") of the Debt Securities by one or more
      subsidiaries of the Partnership.

The Securities will be sold or delivered from time to time as set forth in the
Registration Statement, the prospectus contained therein (the "PROSPECTUS") and
supplements to the Prospectus.

In rendering this opinion, we have examined originals or photocopies of all such
documents, including certificates of public officials and of representatives of
the Partnership and the Partnership's general partner, Teekay GP L.L.C., as we
have deemed necessary. In such examination, we have assumed the


London o Athens o Paris o New York o Singapore o Bangkok o Rome o Hamburg

Watson, Farley & Williams (New York) LLP is a limited liability partnership
registered in England and Wales with registered number OC312253. It is regulated
by the Law Society of England and Wales and its members are solicitors or
registered foreign lawyers. A list of members of Watson, Farley & Williams (New
York) LLP and their professional qualifications is open to inspection at the
above address. Any reference to a 'partner' in relation to Watson, Farley &
Williams (New York) LLP means a member, partner, consultant or employee of
Watson, Farley & Williams (New York) LLP or an affiliated undertaking.

Watson, Farley & Williams (New York) LLP or an affiliated undertaking has an
office in each of the cities listed above.



Teekay LNG Partners L.P.
September 29, 2006                                                        Page 2


genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity with the original documents of all documents
submitted to us as photocopies. As to any questions of fact material to our
opinion, we have, when relevant facts were not independently established, relied
upon the aforesaid certificates.

This opinion is limited to Marshall Islands Law and is as of the date hereof.

Based on the foregoing and having regard to legal considerations which we deem
relevant, we are of the opinion that the statements in the Prospectus under the
caption "Non-United States Tax Consequences - Marshall Islands Tax
Consequences", insofar as such statements constitute summaries of the legal
matters referred to therein, fairly present the information expected to be
relevant to holders of Units offered pursuant to the Prospectus and fairly
summarize the matters referred to therein.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to our firm in the Prospectus. In giving this
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or related Rules nor
do we admit that we are experts with respect to any part of the Registration
Statement within the meaning of the term "expert" as used in the Securities Act
or related Rules.

Very truly yours,

/S/ WATSON, FARLEY & WILLIAMS (NEW YORK) LLP