Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-4 Ultrapetrol (Bahamas) Ltd. HTML 3.04M
2: EX-3.1 Articles of Incorporation & By-Laws of Ultrapetrol 33 165K
Ltd.
11: EX-3.10 Memo of Association & Articles of Association of 11 58K
Kingly Shipping Ltd.
12: EX-3.11 Memo of Association & Articles of Association of 10 56K
Majestic Maritime Ltd.
13: EX-3.12 Articles of Incorporation & By-Laws of Massena 16 57K
Port S.A.
14: EX-3.13 Memo and Article of Association of Monarch 11 57K
Shipping Ltd.
15: EX-3.14 Memo and Article of Association of Noble Shipping 11 58K
Ltd.
16: EX-3.15 Articles of Inc. & By-Laws of Oceanpar S.A. 22 87K
17: EX-3.16 Articles of Inc. & By-Laws of Oceanview Maritime 21 61K
Inc.
18: EX-3.17 Articles of Inc. & By-Laws of Parfina S.A. 14 61K
19: EX-3.18 Articles of Inc. & By-Laws of Parkwood Commercial 19 61K
Corp.
20: EX-3.19 Articles of Inc. & By-Laws of Princely Int'L. 29 80K
Finance Corp.
3: EX-3.2 Articles of Incorporation & By-Laws of Baldwin 29 75K
Maritime Inc.
21: EX-3.20 Memo and Article of Association of Regal Int'L. 26 72K
Investments S.A.
22: EX-3.21 Articles of Inc. & By-Laws of Riverview Commercial 17 60K
Corp.
23: EX-3.22 Memo and Article of Association of Sovereign 11 57K
Maritime Ltd.
24: EX-3.23 Articles of Inc. & By-Laws of Stanmore Shipping 18 60K
Inc.
25: EX-3.24 Articles of Inc. & By-Laws of Tipton Marine Inc. 22 62K
26: EX-3.25 Articles of Inc. & By-Laws of Ultrapetrol Int'L. 19 57K
S.A.
27: EX-3.26 Articles of Inc. & By-Laws of Ultrapetrol S.A. 26 120K
28: EX-3.27 Memo and Article of Association of Up Offshore 24 95K
Ltd. Ltd.
4: EX-3.3 Articles of Incorporation & By-Laws of Bayham 18 61K
Investments S.A.
5: EX-3.4 Articles of Incorporation & By-Laws of Cavalier 18 60K
Shipping Inc.
6: EX-3.5 Articles of Incorporation & By-Laws of De 5 33K
Navegacion Mundial Inc.
7: EX-3.6 Articles of Incorporation & By-Laws of Danube 16 60K
Maritime Inc.
8: EX-3.7 Articles of Incorporation & By-Laws of General 15 66K
Venture Inc.
9: EX-3.8 Articles of Incorporation & By-Laws of Imperial 19 67K
Maritime Ltd.
10: EX-3.9 Articles of Incorporation & By-Laws of Kattegat 12 47K
Shipping Inc.
29: EX-4.2 Registration Rights Agreement 23 106K
30: EX-4.3 Indenture 155 664K
31: EX-5.1 Form of Opinion of Seward & Kissel LLP 4 29K
32: EX-5.2 Form of Opinion of Perez, Alati Etal. 2 27K
33: EX-5.3 Form of Opinion of Higgs & Johnson 4 28K
34: EX-5.4 Form of Opinion of Barros & Errazuriz Abogados 3 28K
Ltd.
35: EX-5.5 Form of Opinion of Seward & Kissel LLP 2 26K
36: EX-5.6 Form of Opinion of Palacios, Prono & Talavera 3 27K
37: EX-5.7 Form of Opinion of Tapia, Linares Y Alfaro 3 28K
38: EX-5.8 Form of Opinion of Ramela & Regules Rucker, 3 28K
Abogados
39: EX-8.1 Form of Opinion of Seward & Kissel LLP 2± 24K
40: EX-10.2 Form of Insurance Assignment 12 47K
41: EX-10.3 Form of Earnings Assignment 10 44K
42: EX-10.4 Escrow Agreement 24 95K
43: EX-12.1 Computation of Ratio or Earnings to Fixed Charges 2± 27K
44: EX-21.1 List of Subsidiaries 4 32K
45: EX-23.1 Consent of Independent Accounting Firm 2 23K
46: EX-23.2 Consent of Doll Shipping Consultancy 1 23K
47: EX-25.1 Statement of Eligibility 47 111K
48: EX-99.1 Form of Letter of Transmittal 16 76K
49: EX-99.2 Form of Letter to Securities Brokers Etal. 2± 25K
50: EX-99.3 Form of Letter to Clients 2 29K
51: EX-99.4 Form of Notice of Guaranteed Delivery 4 31K
EX-5.4 — Form of Opinion of Barros & Errazuriz Abogados Ltd.
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EXHIBIT 5.4
[LETTERHEAD OF]
BARROS Y ERRAZURIZ ABOGADOS LIMITADA
January____, 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 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" and, together with the
Company, the "Ultrapetrol Group") in connection with the Company's Registration
Statement on Form F-4 (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
Ultrapetrol (Bahamas) Limited
January_____, 2005]
Page 2
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 Company and 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 have been duly authorized, executed
and delivered by it.
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
Ultrapetrol (Bahamas) Limited
January_____, 2005]
Page 3
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,
BARROS Y ERRAZURIZ
ABOGADOS LIMITADA
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘F-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 1/24/05 |
| | 11/24/04 | | 1 | | | | | 6-K |
| List all Filings |
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