<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>d589986_ex5-1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

                                                                     EXHIBIT 5.1

August 1, 2005

TOP Tankers Inc.
109-111 Messogion Avenue
Politia Centre
Athens 115 26 GR

Ladies and Gentlemen:

     We have acted as counsel to TOP Tankers Inc., a corporation incorporated
under the laws of the Republic of the Marshall Islands (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 $250,000,000
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 $0.01 per share (the "Common
Stock"); (ii) preferred shares of the Company, par value $0.01 per share (the
"Preferred Stock"); (iii) debt securities of the Company (the "Debt
Securities"), which may be issued pursuant to separate indentures, as amended or
supplemented from time to time, between the Company and the trustee named in the
applicable indenture; (iv) warrants of the Company (the "Warrants"); (v)
purchase contracts of the Company (the "Purchase Contracts"); and (vi) units of
the Company (the "Units"). The Common Stock, Preferred Stock, Debt Securities,
Warrants, Purchase Contracts and Units are hereafter referred to as the
"Securities."

     As such counsel, we have examined such papers, documents and certificates
of public officials and certificates of the officers of the Company as we have
deemed relevant and necessary as the basis for the opinions hereafter expresses.

     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 State of New York, the federal
laws of the United States and 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 laws of the Republic of
the Marshall Islands 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 in
     conformity with the Company's Amended and Restated Articles of
     Incorporation and By-Laws and when issued and delivered against payment
     therefor in accordance with the applicable agreement or upon conversion or
     exchange 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, relative rights, preferences and
     limitations of any series of Preferred Stock by the Board of Directors of
     the Company and any proper and valid filing with the authorities of the
     Republic of the Marshall Islands of a statement setting forth a copy of the
     resolution of the Board of Directors establishing such series of Preferred
     Stock and the number of shares of such Preferred Stock to be issued, all in
     conformity with the Company's Amended and Restated Articles of
     Incorporation and By-Laws and upon the approval of the Board of Directors
     of the Company of the specific terms of the issuance, 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 agreement or upon conversion or exchange in accordance with the
     terms of any other Security that has been duly authorized, issued, paid for
     an delivered, such shares will be validly issued, fully paid and
     non-assessable.

3.   When the specific terms of a particular Debt Security, Warrant, Purchase
     Contract or Unit have been duly authorized by the Board of Directors of the
     Company and established in accordance with the applicable indenture and
     such Debt Security, Warrant, Purchase Contract or Unit has been duly
     executed, authenticated, issued for value and delivered in accordance with
     the applicable indenture, such Debt Security, Warrant, Purchase Contract or
     Unit will be a binding obligation of the Company, enforceable against the
     Company in accordance with its terms, except as enforceability may be
     limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or
     other laws relating to or affecting creditors' rights generally and subject
     to general principles of equity, including application by a court of
     competent jurisdiction of principles of good faith, fair dealing,
     commercial reasonableness, materiality, unconscionability and conflict with
     public policy or other similar principles.

     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,


                                        Seward & Kissel LLP

23116.0001 #589986
</TEXT>
</DOCUMENT>
