<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>o08564exv5w1.txt
<DESCRIPTION>EXHBIT 5.1
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                                                                     EXHIBIT 5.1

                                PERKINS COIE LLP
           Pacwest Center, Suite 1500, 1211 - Southwest Fifth Avenue,
                           Portland Oregon 97204-10024
                  Telephone 503-727-2000 Facsimile 503-727-2222



                                January 17, 2003



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

         RE:      TEEKAY SHIPPING CORPORATION
                  REGISTRATION STATEMENT ON FORM F-3

Ladies and Gentlemen:

         We have acted as counsel to Teekay Shipping Corporation, a Republic of
The Marshall Islands corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission pursuant to
the Securities Act of 1933 (the "Securities Act") and the rules and regulations
promulgated thereunder ("Rules") of a registration statement on Form F-3 (such
registration statement and any additional registration statement filed pursuant
to Rule 462(b) is referred to as the "Registration Statement"), for the
registration of the sale from time to time of up to $500,000,000 aggregate
offering price (or any such further aggregate offering price as may be
registered pursuant to Rule 462(b)) of:

         (a)  shares of the Company's common stock, par value $0.001 per share
              (the "Common Stock"),

         (b)  shares of the Company's preferred stock, par value $1.00 per share
              (the "Preferred Stock"),


         (c)  debt securities of the Company, which may be either senior debt
              securities (the "Senior Debt Securities") or subordinated debt
              securities (the "Subordinated Debt Securities" and, together with
              the Senior Debt Securities, the "Debt Securities"),

         (d)  warrants representing rights to purchase Common Stock, Preferred
              Stock or Debt Securities of the Company ("Warrants"),

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Deft Corporation
June 18, 2001


         (e)  purchase contracts for the purchase of Common Stock or Preferred
              Stock of the Company or any combination thereof ("Stock Purchase
              Contracts"), and

         (f)  units consisting of one or more Stock Purchase Contracts and
              either Debt Securities, Preferred Stock or debt obligations of
              third parties or any combination of such securities ("Stock
              Purchase Units" and, together with the Common Stock, Preferred
              Stock, Debt Securities, Warrants and Stock Purchase Contracts,
              collectively the "Securities").

         The Securities will be sold or delivered from time to time as set forth
in the Registration Statement, the prospectus contained therein (the
"Prospectus") and supplements to the Prospectus (the "Prospectus Supplements").

         The Senior Debt Securities will be issued in one or more series
pursuant to an indenture (together with any supplemental indentures, the "Senior
Indenture") to be entered into between the Company and a trustee thereunder (the
"Senior Trustee") in substantially the form filed as an exhibit to the
Registration Statement. The Subordinated Debt Securities will be issued in one
or more series pursuant to a subordinated indenture (together with any
supplemental indentures, the "Subordinated Indenture") to be entered into
between the Company and a trustee thereto (the "Subordinated Trustee") in
substantially the form filed as an exhibit to the Registration Statement. The
Warrants will be issued pursuant to one or more warrant agreements (each a
"Warrant Agreement") to be entered into among the Company and a financial
institution identified therein as warrant agent (the "Warrant Agent") in a form
that will be filed as an exhibit to a post-effective amendment to the
Registration Statement or incorporated by reference therein. The Stock Purchase
Contracts will be issued pursuant to one or more stock purchase agreements (each
a "Stock Purchase Contract Agreement") to be entered into among the Company and
a financial institution identified therein as purchase contract agent (the
"Purchase Contract Agent") in a form that will be filed as an exhibit to a
post-effective amendment to the Registration Statement or incorporated by
reference therein. The Stock Purchase Units will be issued pursuant to one or
more stock purchase unit agreements (each a "Stock Purchase Unit Agreement") to
be entered into among the Company and a financial institution identified therein
as purchase unit agent (the "Purchase Unit Agent") in a form that will be filed
as an exhibit to a post-effective amendment to the Registration Statement or
incorporated by reference therein.

         In our capacity as counsel to the Company we have examined (a) the
Registration Statement, (b) the form of Senior Indenture to be filed as an
exhibit to the Registration Statement, (c) the form of Subordinated Indenture to
be filed as an exhibit to the Registration Statement, and (d) the originals, or
copies identified to our satisfaction, of such corporate records of the Company,
certificates of public officials, officers of the Company and other persons, and
such other documents, agreements and instruments as we have deemed necessary as
a basis for the opinions hereinafter expressed. In our examination, we have
assumed the authenticity of all documents submitted to us as originals, the
conformity with


<PAGE>

Deft Corporation
June 18, 2001


the originals of all documents submitted to us as copies, and the truth,
accuracy and completeness of the information, representations and warranties
contained in the Registration Statement and such other documents, agreements and
instruments. For purposes of the opinions expressed below, we also assume (a)
that the Registration Statement, and any amendments or supplements thereto
(including any necessary post-effective amendments), shall have become effective
under the Securities Act and (b) with respect to the opinions in Paragraphs 2
and 4 below, compliance by the Company and the Trustee with the terms and
conditions of the Senior Indenture or the Subordinated Indenture, as applicable,
regarding the creation, authentication and delivery of any supplemental
indenture to such Indenture.

         Based on and subject to the foregoing, we are of the opinion that:

         1.   When the Senior Indenture has been duly authorized, executed and
              delivered by the Company and qualified under the Trust Indenture
              Act of 1939, as amended (the "Trust Indenture Act"), and assuming
              due authorization, execution and delivery by the Senior Trustee,
              the Senior Indenture will constitute a valid and legally binding
              obligation of the Company, enforceable against the Company in
              accordance with its terms.

         2.   When (a) the Senior Debt Securities have been duly authorized, (b)
              the final terms of the Senior Debt Securities have been duly
              established and approved, and (c) the Senior Debt Securities have
              been duly executed by the Company and authenticated by the Senior
              Trustee in accordance with the Senior Indenture and delivered to
              and paid for by the purchasers thereof as contemplated by the
              Registration Statement, the Senior Debt Securities will constitute
              valid and legally binding obligations of the Company, enforceable
              against the Company in accordance with the terms thereof and will
              be entitled to the benefits of the Senior Indenture.

         3.   When the Subordinated Indenture has been duly authorized, executed
              and delivered by the Company and qualified under the Trust
              Indenture Act, and assuming due authorization, execution and
              delivery by the Subordinated Trustee, the Subordinated Indenture
              will constitute a valid and legally binding obligation of the
              Company, enforceable against the Company in accordance with its
              terms.

         4.   When (a) the Subordinated Debt Securities have been duly
              authorized, (b) the final terms of the Subordinated Debt
              Securities have been duly established and approved, and (c) the
              Subordinated Debt Securities have been duly executed by the
              Company and authenticated by the Subordinated Trustee in
              accordance with the Subordinated Indenture and delivered to and
              paid for by the purchasers thereof as contemplated by the
              Registration Statement, the Subordinated Debt Securities will
              constitute valid and legally binding obligations of the Company,
              enforceable

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Deft Corporation
June 18, 2001


              against the Company in accordance with the terms thereof and will
              be entitled to the benefits of the Subordinated Indenture.

         5.   When the Warrant Agreement as contemplated by the Registration
              Statement has been duly authorized, executed and delivered by the
              Company and assuming due authorization, execution and delivery by
              the Warrant Agent, the Warrant Agreement will constitute a valid
              and legally binding obligation of the Company, enforceable against
              the Company in accordance with its terms.

         6.   When (a) the Warrants have been duly authorized, (b) the terms of
              the Warrants have been duly established and approved, and (c) the
              Warrants have been duly executed by the Company and countersigned
              or authenticated in accordance with the Warrant Agreement and
              delivered to and paid for by the purchasers thereof as
              contemplated by the Registration Statement, the Warrants will
              constitute valid and legally binding obligations of the Company,
              enforceable against the Company in accordance with the terms
              thereof.

         7.   When the Stock Purchase Contract Agreement as contemplated by the
              Registration Statement has been duly authorized, executed and
              delivered by the Company and assuming due authorization, execution
              and delivery by the Purchase Contract Agent, the Stock Purchase
              Contract Agreement will constitute a valid and legally binding
              obligation of the Company, enforceable against the Company in
              accordance with its terms.

         8.   When (a) the Stock Purchase Contracts have been duly authorized,
              (b) the terms of the Stock Purchase Contracts have been duly
              established and approved, and (c) the Stock Purchase Contracts
              have been duly executed by the Company and countersigned or
              authenticated in accordance with the Stock Purchase Contract
              Agreement and delivered to and paid for by the purchasers thereof
              as contemplated by the Registration Statement, the Stock Purchase
              Contracts will constitute valid and legally binding obligations of
              the Company, enforceable against the Company in accordance with
              the terms thereof.

         9.   When the Stock Purchase Unit Agreement as contemplated by the
              Registration Statement has been duly authorized, executed and
              delivered by the Company and assuming due authorization, execution
              and delivery by the Purchase Unit Agent, the Stock Purchase
              Contract Agreement will constitute a valid and legally binding
              obligation of the Company, enforceable against the Company in
              accordance with its terms.

         10.  When (a) the Stock Purchase Units have been duly authorized, (b)
              the terms of the Stock Purchase Units have been duly established
              and approved, and (c) the Stock Purchase Units have been duly
              executed by the Company and countersigned or


<PAGE>

Deft Corporation
June 18, 2001


              authenticated in accordance with the Stock Purchase Unit Agreement
              and delivered to and paid for by the purchasers thereof as
              contemplated by the Registration Statement, the Stock Purchase
              Units will constitute valid and legally binding obligations of the
              Company, enforceable against the Company in accordance with the
              terms thereof.

         The opinions expressed above are subject to the following exclusions
and qualifications:

              a. Our opinions are as of the date hereof and we have no
responsibility to update this opinion for events and circumstances occurring
after the date hereof or as to facts relating to prior events that are
subsequently brought to our attention. We disavow any undertaking to advise you
of any changes in law.

              b. We express no opinion as to enforceability of any right or
obligation to the extent such right or obligation is subject to and limited by
(i) the effect of bankruptcy, insolvency, reorganization, receivership,
conservatorship, arrangement, moratorium, fraudulent transfer or other laws
affecting or relating to the rights of creditors generally, (ii) rules governing
the availability of specific performance, injunctive relief or other equitable
remedies and general principles of equity, regardless of whether arising prior
to, or after, the date hereof or considered in a proceeding in equity or at law
[or (iii) provisions of law that require that a judgment for money damages
rendered by a court in the United States be expressed only in United States
dollars.

              c. We are qualified to practice law in the State of New York and
do not express any opinions herein concerning any laws other than the laws in
their current forms of the State of New York and the federal laws of the United
States of America, and we express no opinion with respect to the laws of any
other jurisdiction.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm in the prospectus made
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or related Rules
nor do we admit that we are experts with respect to any part of the Registration
Statement within the meaning of the term "expert" as used in the Securities Act
or related Rules.


                                                     Very truly yours,

                                                     /s/ Perkins Coie LLP

                                                     PERKINS COIE LLP

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