[Seward & Kissel LLP Letterhead]

                                                                 Exhibit 8.1


DryShips Inc.                                    May 2, 2006
80 Kifissias Avenue
Amaroussion 15125
Athens, Greece


                           Re:  DryShips Inc.


Ladies and Gentlemen:

          You have requested our opinion regarding certain United States federal
income tax matters and Marshall Islands tax matters relating to DryShips Inc.
(the "Company") and the holders of shares of the Company's common stock.

          In formulating our opinion as to these matters, we have examined such
documents as we have deemed appropriate, including the Registration Statement
and amendments to such Registration Statement filed by the Company on Form F-3
(File No. 333-133482 with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended, through the
date hereof (the "Registration Statement") and the prospectus of the Company
(the "Prospectus") included in the Registration Statement. 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 "Risk Factors", therein, we hereby
confirm that the opinions of Seward & Kissel LLP with respect to United States
federal income tax matters and Marshall Islands tax matters are those opinions
attributed to Seward & Kissel LLP expressed in the Registration Statement under
the captions "Risk Factors - We may have to pay tax on United States source
income, which would reduce our earnings" 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.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to each reference to us and the discussions of
advice provided by us under the headings "Legal Matters" in the Prospectus,
without admitting we are "experts" within the meaning of the Securities Act 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