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-5.3 — Form of Opinion of Higgs & Johnson
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EXHIBIT 5.3
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 Bahamian counsel to Ultrapetrol (Bahamas)
Limited, a Bahamian company (the "COMPANY") and to the Company's Bahamian
subsidiaries listed on Exhibit A hereto (each a "GUARANTOR" and collectively the
"GUARANTORS" 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 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 an
Indenture dated as of November 24, 2004 between the Company, the Guarantors and
Manufacturers Traders and Trust Company, as Trustee (the "INDENTURE") and, when
issued, will be guaranteed by the Guarantors (the "GUARANTEES") 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 included in the Registration
ULTRAPETROL (BAHAMAS) LIMITED
JANUARY______, 2005]
PAGE 2
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 Guarantors 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 (whoever are or will become signatories thereto) to
complete the execution of documents. 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
Guarantors 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 Guarantees have been duly
authorized and validly executed and delivered by each of the parties thereto
other than the Company and the Guarantors.
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
Exchange Notes and Guarantees have been duly authorized, executed and delivered
by the Company and the Guarantors.
We hereby confirm that the discussion under the headings "Enforceability
of Civil Liabilities," "Summary of the Terms of the Exchange Notes: Additional
Amounts," and "Tax Considerations -Bahamian Tax Considerations" contained in the
Registration Statement, insofar as such discussion represents legal conclusions
or statements of Bahamian law, subject to the limitations and conditions set
forth therein, constitutes the opinion of Higgs & Johnson. It is our further
opinion that the discussion set forth under such captions accurately states our
views as to the matters discussed therein.
ULTRAPETROL (BAHAMAS) LIMITED
JANUARY______, 2005]
PAGE 3
This opinion is limited to the laws of the Commonwealth of The Bahamas.
This opinion is rendered as of the date hereof, and we have no responsibility to
update this opinion for events or circumstances 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
Registration Statement to be filed with the 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,
HIGGS & JOHNSON
EXHIBIT A
LIST OF BAHAMIAN SUBSIDIARIES
[Download Table]
NAME JURISDICTION OF INCORPORATION
---- -----------------------------
Kingly Shipping Ltd. Bahamas
Majestic Maritime Ltd. Bahamas
Monarch Shipping Ltd. Bahamas
Noble Shipping Ltd. Bahamas
Sovereign Maritime Ltd. Bahamas
UP Offshore (Holdings) Ltd. Bahamas
Dates Referenced Herein and Documents Incorporated by Reference
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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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