EXHIBIT 5.1

                        [Seward & Kissel LLP Letterhead]


Eagle Bulk Shipping Inc.                                        December 29, 2006
477 Madison Avenue
New York, NY 10022


                RE: EAGLE BULK SHIPPING INC.


Ladies and Gentlemen:

     We have acted as counsel to Eagle Bulk Shipping Inc. (the "Company") in
connection with the Company's Registration Statement on Form S-3 as filed with
the U.S. Securities and Exchange Commission (the "Commission") on December 29,
2006, as thereafter amended or supplemented (the "Registration Statement"), with
respect to the public offering (the "Primary Offering") of up to an aggregate of
$220,500,000 of securities which may include common shares, preferred shares,
debt securities, guarantees, warrants, purchase contracts and units
(collectively the "Securities") and up to 7,425,000 of our Common Shares that
may be offered (the "Secondary Offering" and together with the Primary Offering
the "Offering") by one or more selling shareholders (the "Shares").

     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; and (iii)
such corporate documents and records of the Company and such other instruments,
certificates and documents as we have deemed necessary or appropriate as a basis
for the opinions hereinafter expressed. In such examinations, we have assumed
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as copies or drafts of
documents to be executed, the genuineness of all signatures and the legal
competence or capacity of persons or entities to complete the execution of
documents. As to various questions of fact which are material to the opinions
hereinafter expressed, we have relied upon statements or certificates of public
officials, directors of the Company and others.

     We have further assumed for the purposes of this opinion, without
investigation, that (i) all documents contemplated by the Prospectus to be
executed in connection with the Offering have been duly authorized, executed and
delivered by each of the parties thereto other than the Company, and (ii) the
terms of the Offering comply in all respects with the terms, conditions and
restrictions set forth in the Prospectus and all of the instruments, agreements
and other documents relating thereto or executed in connection therewith.

     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:

     1. Under the laws of the Republic of the Marshall Islands, the Securities
have been duly authorized, and when the Securities are issued, sold and paid for
as contemplated in the Prospectus, will be validly issued, fully paid and
non-assessable; and

     2. The Shares being sold by the Selling Shareholder have been validly
issued, fully paid for and are non-assessable.

     This opinion is limited to the law of the State of laws of the Republic of
the Marshall Islands as in effect on the date hereof.




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






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