Exhibit 8.2


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

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                                                               February 11, 2003

Teekay Shipping Corporation
TK House, Bayside Executive Park
West Bay and Blake Road
P.O. Box AP-59213
Nassau, Commonwealth of the Bahamas


                     Re: Registration on Form F-3 of 5,000,000
                         PEPS Units of Teekay Shipping Corporation

Ladies and Gentlemen:

     In connection with the Registration Statement on Form F-3, as amended,
filed by Teekay Shipping Corporation (the "Company"), with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, and the
rules and regulations thereunder, and prepared in connection with the offer by
the Company of 5,000,000 PEPS Units of the Company (or up to 5,750,000 PEPS
Units if the underwriters exercise their overallotment option in full) (the
"Registration Statement"), we have been requested to render our opinion as to
the matters hereinafter set forth.

     In formulating our opinion as to the United States tax matters described
below, we have examined such documents as we have deemed appropriate, including
the Registration Statement and that certain Prospectus Supplement dated February
11, 2003 (the "Prospectus Supplement") that forms a part thereof. We also have
obtained such additional information as we have deemed relevant and necessary
from representatives of the Company.


February   , 2003
Page 2




     Based on the facts as set forth in the Prospectus Supplement and, in
particular, on the representations, covenants, assumptions, conditions and
qualifications described in the Prospectus Supplement under the captions
"Taxation of Teekay -- United States Taxation", "Taxation of Our Shipping
Income: In General", "Application of Code Section 883", "Taxation in Absence of
Internal Revenue Code Section 883 Exemption", we hereby confirm that the
statements contained in the Prospectus Supplement under the captions "Taxation
of Teekay -- United States Taxation", "Taxation of Our Shipping Income: In
General", "Application of Code Section 883", "Taxation in Absence of Internal
Revenue Code Section 883 Exemption" fairly summarize the legal matters referred
to therein and fairly present the information called for with respect to such
legal matters.

     We hereby consent to the use of our name in the Registration Statement and
in the Prospectus Supplement as the same appears under the captions "Taxation of
Teekay -- United States Taxation", "Taxation of Our Shipping Income: In
General", "Application of Code Section 883", "Taxation in Absence of Internal
Revenue Code Section 883 Exemption" and "Legal Matters" and to the use of this
opinion as an exhibit to the Registration Statement.

     Our opinions and the tax discussion as set forth in the Prospectus under
the caption "Taxation of Teekay -- United States Taxation", "Taxation of Our
Shipping Income: In General", "Application of Code Section 883", "Taxation in
Absence of Internal Revenue Code Section 883 Exemption" are based on the
Internal Revenue Code of 1986, as amended, existing and proposed Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service which may be cited or used as precedents, and the published
opinions of the United States Tax Court and other United States Federal Courts,
each as they exist as of the date hereof, and 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 Prospectus Supplement.

                                            Very truly yours,

                                            /s/ Seward & Kissel LLP