<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>6
<FILENAME>o08564exv5w2.txt
<DESCRIPTION>EXHIBIT 5.2
<TEXT>
<PAGE>

                      Watson, Farley & Williams Letterhead

                                                                     Exhibit 5.2


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


Ladies and Gentlemen:

We have acted as special counsel as to matters of Marshall Islands and maritime
law to Teekay Shipping Corporation, a Marshall Islands corporation (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 (the "Securities Act"), 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") in respect of the
contemplated issuance by the Company from time to time of up to $500,000,000
aggregate public offering price (or any such further aggregate public offering
price as may be registered pursuant to Rule 462(b)) or the equivalent thereof in
one or more foreign currencies, currency units or composite currencies of (i)
shares of common stock of the Company, par value $.001 per share (the "Common
Stock"), (ii) shares of preferred stock of the Company $1.00 par value per share
(the "Preferred Stock"), (iii) warrants to purchase Common Stock, Preferred
Stock and Debt Securities (as that term is defined below) (the "Warrants"), (iv)
stock purchase contracts providing for the purchase by the holder upon
settlement of Common Stock or Preferred Stock (the "Stock Purchase Contracts"),
(v) stock purchase units consisting of a Stock Purchase Contract and beneficial
interest in Debt Securities, Preferred Stock or debt obligations of third
parties, including U.S. Treasury securities (the "Stock Purchase Units") and
(vi) senior or subordinated debt securities (the "Debt Securities") which may be
issued pursuant to an Indenture to be entered into between the Company and the
Bank of New York as Trustee (the "Indenture"). The Common Stock, the Preferred
Stock, the Warrants, the Stock Purchase Contracts, the Stock Purchase Units and
the Debt Securities are hereafter referred to as the "Securities."

As such counsel, we have examined (i) the forms of the Indenture for senior and
subordinated Debt Securities, and (ii) such other papers, documents and
certificates of public officials and certificates of officers of the Company as
we have deemed relevant and necessary as the basis for the opinions hereafter
expressed.

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Teekay Shipping Corporation                                               Page 2
January 17, 2003


In such examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as conformed or photostatic
copies.

This opinion is limited to the laws of the Republic of the Marshall Islands. In
rendering this opinion, we have relied on opinions of counsel in the Marshall
Islands rendered in transactions which we consider to be sufficiently similar to
those contemplated hereby in order to afford a satisfactory basis for such
opinion, and upon our independent examinations of the Associations Law of the
Republic of the Marshall Islands 1990, as amended made available to us by
Marshall Islands Maritime and Corporate Administrators, Inc. and our knowledge
and interpretation of analogous laws in the United States.

Based upon the foregoing and having regard to legal considerations which we deem
relevant, we are of the opinion that:

1.       The shares of Common Stock, when the terms of the issuance and sale
         thereof have been duly approved by the Board of Directors of the
         Company and when issued and delivered against payment therefor in
         accordance with the applicable underwriting agreement or other
         agreement or upon the due conversion, exchange, exercise or settlement
         of any Security that has been duly authorized, issued, paid for and
         delivered, will be validly issued, fully paid and non-assessable.

2.       Upon the fixing of the designations and the relative rights,
         preferences and limitations of any series of Preferred Stock by the
         Board of Directors of the Company, all in conformity with the Company's
         Restated Articles of Incorporation and upon the approval by the Board
         of Directors of the Company of the specific terms of the issuance and
         sale, all necessary corporate action on the part of the Company will
         have been taken to authorize the issuance and sale of such series of
         Preferred Stock proposed to be sold by the Company, and when such
         shares of Preferred Stock are issued and delivered against payment
         therefor in accordance with the applicable underwriting agreement or
         other agreement or upon the due conversion, exchange, exercise or
         settlement in accordance with the terms of any other Security that has
         been duly authorized, issued, paid for and delivered, such shares will
         be validly issued, fully paid and non-assessable.

3.       When the specific terms of a particular Warrant have been authorized,
         and the issuance of shares of Common Stock or Preferred Stock upon the
         exercise thereof have been reserved for issuance, by the Board of
         Directors of the Company and when issued and delivered against payment
         therefor in accordance with the applicable underwriting agreement or
         other agreement, such Warrant will be a binding agreement of the
         Company, and when issued against payment therefor upon exercise of the
         Warrant (i) the shares of Common Stock or Preferred Stock issued upon
         the exercise of such Warrant will be validly issued, fully paid and
         non-assessable, or (ii) the Debt Security will be the binding
         obligation of the Company.

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Teekay Shipping Corporation                                               Page 3
January 17, 2003

4.       When the specific terms of a particular Stock Purchase Contract have
         been authorized, and the issuance of shares of Common Stock or
         Preferred Stock upon the settlement thereof have been reserved for
         issuance upon the settlement thereof, by the Board of Directors of the
         Company and when issued and delivered against payment therefor in
         accordance with the applicable underwriting agreement or other
         agreement, such Stock Purchase Contract will be a binding agreement of
         the Company, and, when issued against payment therefor pursuant to the
         terms of the Stock Purchase Contract, the shares of Common Stock or
         Preferred Stock issued upon settlement of such Stock Purchase Contract
         will be validly issued, fully paid and non-assessable.

5.       When the specific terms of a particular Stock Purchase Unit have been
         authorized by the Board of Directors of the Company and when issued and
         delivered against payment therefor in accordance with the applicable
         underwriting agreement or other agreement, such Stock Purchase Unit
         will be a binding agreement of the Company and when issued against
         payment therefor pursuant to the terms of a Stock Purchase Unit, any
         Debt Security issued upon settlement thereof will be a binding
         obligation of the Company.

6.       When the specific terms of a particular Debt Security have been duly
         authorized by the Board of Directors of the Company and established in
         accordance with the Indenture and such Debt Security has been duly
         executed, authenticated, issued for value and delivered in accordance
         with the Indenture, such Debt Security will be a binding obligation of
         the Company.

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name in the prospectus contained therein.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.

This opinion may not, without our prior written consent, be used or relied upon
by any person other than the Company.

Very truly yours,

WATSON, FARLEY & WILLIAMS

s/ Watson, Farley & Williams


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