EX-5.1 15 file006.htm OPINION OF WATSON, FARLEY & WILLIAMS

                                            WATSON, FARLEY & WILLIAMS (NEW YORK) LLP
                                                                     100 Park Avenue
                                                            New York, New York 10017

                                                                  Tel (212) 922 2200

                                                                  Fax (212) 922 1512

    August 29, 2005

    StealthGas Inc.
    331 Kifissias Avenue
    Erithrea 14561
    Athens, Greece

    Ladies & Gentlemen:

    STEALTHGAS INC.

    We have acted as special counsel as to matters of the law of the Republic of The
    Marshall Islands ("Marshall Islands Law") for StealthGas Inc., a Marshall
    Islands corporation (the "Company"), in connection with the preparation of a
    Registration Statement on Form F-1 (No. 333-[o]) (such Registration Statement,
    as amended at the effective date thereof, being referred to herein as the
    "Registration Statement") filed by the Company with the Securities and Exchange
    Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
    the rules and regulations thereunder, with respect to the issuance and sale by
    the Company of up to 8,855,000 shares of common stock (the "Common Stock") of
    the Company.

    In so acting, we have examined originals, or copies, certified to our
    satisfaction, of (i) the Registration Statement and the prospectus (the
    "Prospectus") included therein, (ii) the form of the underwriting agreement (the
    "Underwriting Agreement") among the Company and the underwriters named therein,
    relating to the issuance and sale of the Common Stock, and (iii) originals, or
    copies certified to our satisfaction, of all such records of the Company,
    agreements and other documents, certificates of public officials, officers and
    representatives of the Company and other appropriate persons, and such other
    documents as we have deemed necessary as a basis for the opinions hereinafter
    expressed. In such examinations, we have assumed without independent
    investigation, (a) the genuineness of all signatures, the authenticity of all
    documents submitted to us as originals, the conformity to original documents of
    all documents submitted to us as photostatic or facsimile copies, and the
    authenticity of the originals of such copies and (b) the accuracy of the factual
    representations made to us by officers and other representatives of the Company.

    This opinion is limited to Marshall Islands Law and is as of the effective date
    of the Registration Statement.

    Based on the foregoing and having regard to legal considerations which we deem
    relevant, we are of the opinion that, upon due execution and delivery of the
    Underwriting Agreement by the parties thereto

    London o Athens o Paris o New York o Singapore o Bangkok o Rome

    Watson, Farley & Williams (New York) LLP is a limited liability partnership
    registered in England and Wales with registered number OC312253. It is regulated
    by the Law Society of England and Wales and its members are solicitors or
    registered foreign lawyers. A list of members of Watson, Farley & Williams (New
    York) LLP and their professional qualifications is open to inspection at the
    above address. Any reference to a 'partner' in relation to Watson, Farley &
    Williams (New York) LLP means a member, consultant or employee of Watson, Farley
    & Williams (New York) LLP.

    Watson, Farley & Williams (New York) LLP or an affiliated undertaking has an
    office in each of the cities listed above.

    StealthGas Inc.
    August 29, 2005                                                           Page 2

    substantially in the form examined by us, when the Common Stock is issued and
    delivered against payment therefor in accordance with the terms of the
    Underwriting Agreement, the Registration Statement and Prospectus, the Common
    Stock will be duly authorized, validly issued, fully paid and non-assessable.

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

    Very truly yours,

    /s/ Watson, Farley & Williams (New York) LLP
    WATSON, FARLEY & WILLIAMS (NEW YORK) LLP