<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>d513180_ex5-1.txt
<TEXT>

                              MELLO JONES & MARTIN
                            Barristers and Attorneys

22 September 2004

Ship Finance
International Limited
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM 08
Bermuda

Dear Sirs:

Re: Form F-1 Registration Statement
-----------------------------------

1.   Subject of Opinion

     We have acted as legal  counsel in Bermuda as to matters of Bermuda  law to
     Ship Finance  International  Limited, a company organized under the laws of
     the  Islands of  Bermuda  (the  "Company"),  and in such  capacity  we have
     assisted in the  preparation  and filing with the  Securities  and Exchange
     Commission under the Securities Act of 1933, as amended,  of a Registration
     Statement  on Form F-1 (the  "Registration  Statement")  in relation to the
     registration  of  1,600,000  shares of common  stock of the  Company of par
     value $1.00 per share (the "Shares") held by Passport  Masters Fund, LP and
     Passport  Masters  Fund II, LP,  each a Delaware  limited  partnership  and
     shareholder of the Company.

2.   Documents Examined

2.1  For the purposes of this opinion we have examined and relied upon:

2.2  a copy of the Registration Statement;

2.3  a copy of the  prospectus  contained  in the  Registration  Statement  (the
     "Prospectus");

2.4  a copy of the  following  documents  of the  Company,  as  certified by the
     Assistant  Secretary  thereof on September 10th, 2004 (the  "Constitutional
     Documents"):

     (a)  Certificate of Incorporation,
     (b)  Certificate of Change of Name,
     (c)  Memorandum of Association and
     (d)  Bye-laws;

2.5  a Certificate  of Compliance  dated  September  10th,  2004;  issued by the
     Bermuda Registrar of Companies;

2.6  Unanimous  Written  Resolutions  of the Board of  Directors  of the Company
     dated  July 13th,  2004 as  certified  by the  Assistant  Secretary  of the
     Company on September 10th, 2004 approving the issue of the Shares;

2.7  such other  documents  as we have deemed  necessary in order to render this
     opinion (the documents  referred to in Sections 2.1 through 2.7 hereinafter
     referred to as the "Documents").

3.   Searches

     We have also relied upon our  searches of the  documents  of public  record
     relating to the Company maintained by the Registrar of Companies and on our
     search of the Cause Book  maintained  by the Registrar of the Supreme Court
     of Bermuda made on September 10th, 2004 ("the Searches").

4.   Opinion Limited to Bermuda Law

     We have made no investigation  of the laws of any  jurisdiction  other than
     Bermuda  and this  opinion  is given only with  respect  to Bermuda  law as
     applied by the Courts of Bermuda  as at the date  hereof.  This  opinion is
     limited to the matters stated herein and no opinion is to be implied or may
     be inferred beyond the matters expressly stated herein.

5.   Assumptions

     In giving this opinion, we have assumed: -

5.1  the  authenticity,  accuracy and completeness of all Documents  (including,
     without  limitation,  public records)  submitted to us as originals and the
     conformity to authentic original Documents of all Documents submitted to us
     as certified, conformed, notarised or photo static copies;

5.2  the genuineness of all signatures on the Documents;

5.3  the  authority,  capacity  and  power of each of the  persons  signing  the
     Documents (other than the Company);

5.4  that any factual statements made in any of the Documents are true, accurate
     and complete;

5.5  that  the  Resolutions  are in full  force  and  effect  and  have not been
     rescinded either in whole or in part, and accurately record the resolutions
     passed by the Board of Directors of the Company at meetings which were duly
     convened  and at which  duly  constituted  quorum  was  present  and voting
     throughout and accurately  record the resolutions  adopted by the Directors
     of the Company;

5.6  that the records  which were the subject of the Searches  were complete and
     accurate at the time of such search and disclosed all information  which is
     material  for the  purposes of this  opinion and such  information  has not
     since the date of the Searches been materially altered;

5.7  the  Registration  Statement,  when filed with the  Securities and Exchange
     Commission,  will not  differ  in any  material  way from the  draft of the
     Registration  Statement  which we have  examined  for the  purposes of this
     opinion.

6.   Opinion

     Based upon and subject to the foregoing and subject to the reservations set
     out below and to any  matters  not  disclosed  to us, we are of the opinion
     that :-

6.1  The Company has been duly  incorporated and is validly existing and in good
     standing as a corporation under the laws of Bermuda.

6.2  Any of the Shares when purchased in accordance  with the terms set forth in
     the Prospectus  will be duly  authorised,  validly  issued,  fully paid and
     non-assessable shares of the Company.

6.3  The Statements in the Prospectus under the caption  "Description of Capital
     Stock"  insofar as they purport to describe the  provisions  of the laws of
     Bermuda  referred  to therein,  are  accurate  and correct in all  material
     respects.

7.   Reservations

     We have the following reservations:-

7.1  Enforcement  of the  obligations  of the Company  under the Bye-laws of the
     Company may be limited or affected by applicable  laws from time to time in
     effect relating to bankruptcy,  insolvency or liquidation or any other laws
     or other legal procedures affecting generally the enforcement of creditors'
     rights;

7.2  Enforcement  of the  obligations  of the  Company  may be the  subject of a
     statutory  limitation  of the time  within  which such  proceedings  may be
     brought;

7.3  Where an obligation is to be performed in jurisdiction  other than Bermuda,
     the  courts of Bermuda  may  refuse to  enforce it to the extent  that such
     performance  would be  illegal  under the laws of , or  contrary  to public
     policy of, such other jurisdiction;

7.4  We express no opinion as to the  availability  in Bermuda of remedies which
     are available in other jurisdictions;

7.5  Where a person is vested with a discretion or may determine a matter in his
     or its opinion, such discretion may have to be exercised reasonably or such
     an opinion may have to be based on reasonable grounds;

7.5  Where a person is vested with a discretion or may determine a matter in his
     or its opinion, such discretion may have to be exercised reasonably or such
     an opinion may have to be based on reasonable grounds;

7.6  Any  reference in this opinion to the Shares being  "non-assessable"  shall
     mean,  in relation to  fully-paid  shares of the company and subject to any
     contrary  provision in any agreement in writing between the Company and the
     holder of  shares,  that no  shareholder  shall be  obliged  to  contribute
     further amounts to the capital of the Company,  either in order to complete
     payment for their shares, to satisfy claims of creditors of the Company, or
     otherwise;  and no  shareholder  shall  be bound  by an  alteration  of the
     Memorandum  of  Association  or Bye-Laws  of the Company  after the date on
     which he became a shareholder, if and so far as the alteration requires him
     to take, or subscribe for  additional  shares,  or in any way increases his
     liability to  contribute to the share capital of, or otherwise to pay money
     to the Company;

7.7  Searches of the  Registrar of  Companies at the office of the  Registrar of
     Companies  and of the  Supreme  Court  Cause  Book at the  Registry  of the
     Supreme Court are not  conclusive  and it should be noted that the Register
     of Companies and the Supreme Court Cause Book do not reveal:

     (i)  whether an  application to the Supreme Court for a winding up petition
          or for the  appointment of a receiver or manager has been prepared but
          not yet been  presented or has been  presented  but does not appear in
          the  Cause  Book at the date and time the  Search is  concluded;

     (ii) whether any arbitration or  administrative  proceedings are pending or
          whether any proceedings are threatened,  or whether any arbitrator has
          been appointed;

    (iii) details of matters  which have been lodged for filing or  registration
          which as a matter of general  practice of the  Registrar  of Companies
          would have or should have been  registered  or to the extent that they
          have been  registered  have not been disclosed or appear in the public
          records at the date and time the search is concluded;

     (iv) whether a receiver or manager has been appointed privately pursuant to
          the provisions of a debenture or other security,  unless notice of the
          fact has been  entered in the register of charges in  accordance  with
          the provisions of the Companies Act 1981.

     Furthermore,  in the  absence  of a  statutorily  defined  system  for  the
     registration of charges created by companies  incorporated  outside Bermuda
     ("overseas  companies")  over their  assets  located in Bermuda,  it is not
     possible to determine definitively from searches of the register of charges
     maintained  by the  Registrar  of  Companies  in respect  of such  overseas
     companies  what  charges  have  been  registered  over any of their  assets
     located in Bermuda or whether  any one charge has  priority  over any other
     charge over such assets.

7.8  Where used herein,  the expression "in good standing" means having paid all
     fees and taxes  required  by the laws of Bermuda in order to  maintain  the
     valid existence of the Company pursuant to such laws.

8.   Disclosure

     This opinion is issued in  connection  with the filing of the  Registration
     Statement with the Securities and Exchange Commission of the United States,
     and we  consent  to the  filing  of  this  opinion  as  Exhibit  5.1 to the
     Registration  Statement and to the reference to our firm under the captions
     "Legal Matters" and "Information  About the Enforceability of Judgments and
     the Effect of Foreign Law" in the Prospectus.

     This  opinion is  governed by and is to be  construed  in  accordance  with
     Bermuda  law.  It is given on the  basis  that it will not give rise to any
     legal  proceedings  with  respect  thereto in any  jurisdiction  other than
     Bermuda.

Yours faithfully
MELLO JONES & MARTIN

/s/ MELLO JONES & MARTIN

23153.0001 #513180

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