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-5.1 — Form of Opinion of Seward & Kissel LLP
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EXHIBIT 5.1
___________, 2005
Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box SS-19085 Nassau, Bahamas
Re: 9% First Preferred Ship Mortgage Notes due 2014
Ladies and Gentlemen:
We have acted as United States and New York counsel to Ultrapetrol
(Bahamas) Limited, a Bahamas corporation (the "Company") and to the Company's
subsidiaries listed on Exhibit A hereto (each a "Guarantor" and collectively the
"Guarantors" 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
Guarantors and Manufacturers Traders and Trust Company, as Trustee (the
"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 (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
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 assumed due authorization of the Exchange Notes and the
Guarantees under the laws of incorporation of the respective the Company and
each Guarantor, as the case may be. With respect to the due authorization of the
Exchange Notes and the Guarantees we have relied upon the opinions of counsel of
each of the Company and each Guarantor filed as exhibits to the Registration
Statement, and we have assumed that each has been validly executed and delivered
by the Company and each Guarantor, as the case may be.
We have further assumed for the purposes of this opinion that the
Indenture and all documents contemplated by the Indenture to be executed in
connection with the Exchange Offer, have been duly authorized and validly
Page 1
executed and delivered by each of the parties thereto. 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 the Guarantees,
when the Exchange Notes are executed and authenticated in accordance with the
Indenture and delivered pursuant to the Exchange Offer upon the terms and
conditions set forth in the Prospectus, will constitute the valid and binding
obligations of the Company and the Guarantors, respectively, enforceable against
the Company and the Guarantors in accordance with their terms, except as (i)
such enforceability may be limited by bankruptcy, insolvency, fraudulent
transfer, fraudulent conveyance, reorganization, arrangement, moratorium or
similar laws relating to or affecting the enforcement of creditors' rights
generally and may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law),
and (ii) rights of acceleration and the availability of equitable remedies may
be limited by equitable principles of general applicability.
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 are members of the bar of the State of New York, and this opinion is
limited to the law of the State of New York and the federal laws of the United
States of America 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 "Enforceability of Civil Liabilities,"
and "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
Page 2
Exhibit A
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Bayham Investments S.A.
Baldwin Maritime Inc.
Cavalier Shipping Inc.
Corporacion De Navegacion Mundial S.A.
Danube Maritime Inc.
Imperial Maritime Ltd. (Bahamas) Inc.
General Ventures Inc.
Kattegat Shipping Inc.
Kingly Shipping Ltd.
Majestic Maritime Ltd.
Massena Port S.A.
Monarch Shipping Ltd.
Noble Shipping Ltd.
Oceanpar S.A.
Oceanview Maritime Inc.
Page 3
Parfina S.A.
Parkwood Commercial Corp.
Princely International Finance Corp.
Regal International Investments S.A.
Riverview Commercial Corp.
Sovereign Maritime Ltd.
Stanmore Shipping Inc.
Tipton Marine Inc.
Ultrapetrol International S.A.
Ultrapetrol S.A.
UP Offshore (Holdings) Ltd.
02351.0008 #533176
Page 4
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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