Exhibit 5




                                                                    May 17, 2001



OMI Corporation
One Station Place
Stamford, Connecticut 06902

         Re:    OMI Corporation,
                Registration Statement on Form S-3

Ladies and Gentlemen:

          I  am  General  Counsel  of  OMI  Corporation,   a  Marshall  Islands'
corporation (the  "Corporation"),  in connection with the preparation and filing
with the  Securities  and  Exchange  Commission  (the  "Commission")  under  the
Securities  Act  of  1933,  as  amended  (the  "Act"),  of  the  above-captioned
Registration Statement on Form S-3 (the "Registration  Statement"),  relating to
the registration of 10,156,143 shares of the Corporation's  Common Stock,  $0.50
par value (the "Shares"), and related Rights (the "Rights") to purchase Series A
Participating Preferred Stock, par value $1.00 issuable in certain circumstances
with the shares of Common Stock.

          In arriving at the  opinions  expressed  below,  I have  examined  and
relied on the  originals  or copies  certified  or  otherwise  identified  to my
satisfaction  of all such corporate  records of the  Corporation  and such other
instruments   and  other   certificates  or  public   officials,   officers  and
representatives of the Corporation and such other persons,  and I have made such
investigation  of law, as I have deemed  appropriate as a basis for the opinions
expressed  below. In rendering the opinions  expressed below, I have assumed and
have not verified that the  signatures on all documents that I have examined are
genuine.

          Based on the foregoing, it is my opinion that:

          1. The  Corporation  is  validly  existing  as a  corporation  in good
standing under the laws of the Marshall Islands.

          2. The Shares have been duly  authorized  by all  necessary  corporate
action  of  the   Corporation,   and  are   legally   issued,   fully  paid  and
non-assessable.

          3. The Rights have been duly authorized and are the valid, binding and
enforceable obligations of the Company.

          Insofar as the  foregoing  opinions  relate to the  validity,  binding
effect or  enforceability  of any agreement or obligation of the Company,  (a) I
have assumed that each other party to such agreement or obligation has satisfied
those legal  requirements  that are applicable to it to the extent  necessary to
make such agreement or obligation  enforceable against it, and (b) such opinions
are subject to  applicable  bankruptcy,  insolvency  and similar laws  affecting
creditors' rights generally and to general principals of equity.

          I hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the  reference  to my name  in the  Registration
Statement  and the related  Prospectus  under the caption  "Legal  Matters."  By
giving such consent,  I do not admit that I am an "expert" within the meaning of
the Act or the rules and  regulations of the Commission  issued  thereunder with
respect to any part of the Registration Statement, including this exhibit.

                                      Very truly yours,


                                      /s/ Fredric S. London
                                      ---------------------------
                                      Fredric S. London
                                      Senior Vice President, General Counsel
                                        and Secretary