AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 1997
REGISTRATION NO. 333-26227
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
Amendment NO.5
FORMS S-4 AND F-4*
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
GOLDEN STATE PETRO (IOM I-A) PLC
GOLDEN STATE PETRO (IOM I-B) PLC
(Exact Names of Registrants as Specified in Their Charters)
<TABLE>
<CAPTION>
DELAWARE 9999 N/A
ISLE OF MAN 8611 N/A
ISLE OF MAN 8611 N/A
<S> <C> <C>
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification Nos.)
Incorporation or Organization) Classification Code Number)
</TABLE>
C/O CAMBRIDGE FUND C/O 15-19 ATHOL STREET
MANAGEMENT LLC DOUGLAS, ISLE OF MAN IM1 1LB
535 MADISON AVENUE 011-44-1-62-4628575
NEW YORK, NEW YORK 10022 (Address, including zip code, and
212-508-6500 telephone number, including area code,
(Address, including zip code, and of principal executive offices of
telephone number, including area code, Golden State Petro (IOM I-A) PLC
of principal executive offices of and Golden State Petro (IOM I-B) PLC
Golden State Petroleum Transport
Corporation)
CT CORPORATION SYSTEM
1623 BROADWAY
NEW YORK, NEW YORK 10019
212-246-5070
(Name, address, including zip code, and
telephone number, including area code,
of agent for service of Golden State Petroleum
Transport Corporation, Golden State Petro (IOM I-A)
PLC and Golden State Petro
(IOM I-B) PLC)
------------------
COPIES TO:
LAURIS G. L. RALL BJORN AASEROD
CHARLES A. DIETZGEN CAMBRIDGE FUND MANAGEMENT LLC
THACHER PROFFITT & WOOD 535 MADISON AVENUE
TWO WORLD TRADE CENTER NEW YORK, NEW YORK 10022
NEW YORK, NEW YORK 10048 212-508-6500
212-912-7400
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective
------------------
The registrants hereby amend this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
------------------
* This Registration Statement constitutes a filing on Form S-4 by Golden
State Petroleum Transport Corporation and a filing on Form F-4 by
Golden State Petro (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC.
<PAGE>
* PART II
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
Golden State Petroleum is a corporation organized under the General
Corporation Law of the State of Delaware.
Subsection (a) of Section 145 of the General Corporation Law of
Delaware empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, employee or agent of the corporation or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification may be made
in respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification or advancement of expenses provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and empowers the corporation to purchase
and maintain insurance on behalf of a director, officer, employee or agent of
the corporation against any liability asserted against him or incurred by him in
any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.
Section VIII of the By-Laws of Golden State Petroleum provides for
indemnification of its directors and officers as follows:
The corporation shall (i) indemnify any person who was or is a party or
is threatened to be made
<PAGE>
a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director or officer of
the corporation, or is or was serving at the request of the corporation
as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit, and
(ii) indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason
of the fact that he or she is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as
a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such
action, suit or proceeding, in each case to the fullest extent
permissible under subsections (a) through (e) of Section 145 of the
Delaware General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendments, only to the extent
such amendment permits the corporation to broader indemnification
rights than permitted prior thereto). The foregoing right of
indemnification and advancement of expenses shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may now or hereafter be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office.
GOLDEN STATE PETRO (IOM I-A) PLC AND GOLDEN STATE PETRO (IOM I-B) PLC
Each of the Owners is a corporation incorporated under the laws of the
Isle of Man. Section 151 of the Isle of Man Companies Act 1931 provides that any
provision (whether contained in the articles of association of the corporation
or elsewhere) exempting any director, officer or auditor (collectively,
"Officer") or indemnifying him or her against any liability which would attach
to him or her in relation to any negligence, default, breach of duty or breach
of trust is void. However, Section 151 also provides that an Isle of Man
corporation may indemnify any Officer against any liability incurred by him or
her in defending any proceedings, whether civil or criminal, in which judgment
is given in his or her favor or in which he or she is acquitted or in connection
with any application under Section 337 of the Isle of Man Companies Act 1931 in
which relief is granted by a court. Section 337 provides that, if in any
proceedings for negligence, default, breach of duty or breach of trust against
any Officer it appears to the court hearing the case that the person is or may
be liable in respect of the negligence, default, breach of duty or breach of
trust, but that he or she has acted honestly and reasonably and that, having
regard to all the circumstances of the case, including those connected with his
appointment, he or she ought fairly be excused, that court may relieve him or
her either wholly or partly his or her liability on such terms as the court
thinks fit. Additionally, under Section 337, where any Officer has reason to
believe that any claim will or might be made against him or her, he or she may
apply to court for relief as if an action had already been brought against him.
An Isle of Man corporation has the power to purchase and maintain
insurance on behalf of an Officer against any liability alleged against him or
her for negligence, default, breach of duty or breach of trust.
Article 126 of the Articles of Association of each of the Owners
provides for indemnification of
<PAGE>
directors and officers as follows:
Every director or other officer of the Company shall be entitled to be
indemnified out of the assets of the Company against all losses or
liabilities (including any such liability as is mentioned in paragraph
(c) of the proviso to Section 151 of the Companies Act, 1931), which he
may sustain or incur in or about the execution of the duties of his
office or otherwise in relation thereto, and no director or other
officer shall be liable for any loss, damage or misfortune which may
happen to or be incurred by the Company in the execution of the duties
of his office or in relation thereto, but this Article shall only have
effect insofar as its provisions are not avoided by the said section.
The effectiveness of such article is subject to the provisions of
Section 151 of the Isle of Man Companies Act 1931 as discussed above.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
*3.1 -- Certificate of Incorporation of Golden State
Petroleum.
*3.2 -- Bylaws of Golden State Petroleum.
*3.3 -- Memorandum and Articles of Association of
Golden State Petro (IOM I-A) PLC.
*3.4 -- Memorandum and Articles of Association of
Golden State Petro (IOM I-B) PLC.
*4.1 -- Indenture, dated as of December 1, 1996,
among Golden State Petroleum, the Owners and
the Indenture Trustee, in respect of the
8.04% First Preferred Mortgage Notes due
2019.
*4.2 -- Stock Pledge Agreement between Golden State Holdings
I Ltd. and the Indenture Trustee.
*4.3 -- Issue of One Debenture, dated as of December 1,
1997, between Golden State Petro (IOM I-A) PLC and
the Indenture Trustee.
**4.4 -- Issue of One Debenture, dated as of December 1,
1996, between Golden State Petro (IOM I-B) PLC and
the Indenture Trustee.
*4.5 -- Assignment of Charter, dated as of December 1, 1996,
between Golden State Petro (IOM I-A) PLC and the
Indenture Trustee.
**4.6 -- Assignment of Charter, dated as of December 1, 1996,
between Golden State Petro (IOM I-B) PLC and the
Indenture Trustee.
*4.7 -- Assignment of Shipbuilding Contract and Agreement on
Contract for Technical Matters, dated as of December
1, 1996, among Golden State Petro (IOM-IA) PLC and
the Indenture Trustee.
**4.8 -- Assignment of Shipbuilding Contract and Agreement on
Contract for Technical Matters, dated as of December
1, 1996, among Golden State Petro (IOM-IB) PLC and
the Indenture Trustee.
*4.9 -- Assignment of Building Contract Guarantee, dated as
of December 1, 1996, between Golden State Petro (IOM
I-A) PLC and the Initial Charterer.
**4.10 -- Assignment of Building Contract Guarantee, dated as
of December 1, 1996, between Golden State Petro (IOM
I-B) PLC and the Initial
<PAGE>
Charterer.
*4.11 -- Guarantee, made as of December 24, 1996, from
Chevron to Golden State Petro (IOM I-A) PLC.
**4.12 -- Guarantee, made as of December 24, 1996, from
Chevron to Golden State Petro (IOM I-B) PLC.
*4.13 -- Assignment of Management Agreement, dated as of
December 1, 1996, between Golden State Petro (IOM
I-A) PLC and the Indenture Trustee.
**4.14 -- Assignment of Management Agreement, dated as of
December 1, 1996, between Golden State Petro (IOM
I-B) PLC and the Indenture Trustee.
*4.15 -- Form of Exchange Note.
*4.16 -- Building Contract Guarantee, dated as of December
26, 1996, from the Korean Development Bank to Golden
State Petro (IOM I-A) PLC.
*4.17 -- Building Contract Guarantee, dated as of December
26, 1996, from the Korean Development Bank to Golden
State Petro (IOM I-B) PLC.
***5.1 -- Opinion of Thacher Proffitt & Wood, counsel to the
Owners, as to the validity of the Exchange Notes.
***8.1 -- Opinion of Thacher Proffitt & Wood, counsel to the
Owners, as to Certain United States Income Tax
Consequences.
*8.2 -- Opinion of Cains, special counsel to the Owners, as
to Certain Isle of Man Tax Consequences.
*10.1 -- Serial Note Purchase Agreement, dated December 19,
1996, among Donaldson, Lufkin & Jenrette Securities
Corporation, Golden State Petroleum and each Owner.
*10.2 -- Term Note Purchase Agreement, dated December 19,
1996, among Donaldson, Lufkin & Jenrette Securities
Corporation, Golden State Petroleum and each Owner.
*10.3 -- Shipbuilding Contract, made as of December 24, 1996,
among Golden State Petro (IOM I-A) PLC and the
Builders.
**10.4 -- Shipbuilding Contract, made as of December 24, 1996,
among Golden State Petro (IOM I-B) PLC and the
Builders.
*10.5 -- Promissory Note from Golden State Petro (IOM I-A)
PLC to Samsung Heavy Industries Co. Ltd.
*10.6 -- Agreement on Contract for Technical Matters, made as
of December 24, 1996, among Golden State Petro
(IOM-IA) PLC, Samsung Heavy Industries Co., Ltd and
Chevron Shipping company, as agent for the Initial
Charterer.
**10.7 -- Agreement on Contract for Technical Matters, made as
of December 24, 1996, among Golden State Petro
(IOM-IB) PLC, Samsung Heavy Industries Co., Ltd and
Chevron Shipping company, as agent for the Initial
Charterer.
*10.8 -- Bareboat Charter, made as of December 24, 1996,
between Golden State Petro (IOM I-A) PLC and the
Initial Charterer.
**10.9 -- Bareboat Charter, made as of December 24, 1996, by
and between Golden State Petro (IOM I-B) PLC and the
Initial Charterer.
*10.10 -- Management Agreement, dated as of December 1, 1996,
between Golden State Petro (IOM I-A) PLC and
Cambridge Fund Management LLC.
**10.11 -- Management Agreement, dated as of December 1, 1996,
between Golden State Petro (IOM I-B) PLC and
Cambridge Fund Management LLC.
<PAGE>
*10.12 -- Agency Agreement, dated as of December 24, 1996,
between the Owners and Golden State Petroleum.
*10.13 -- Registration Rights Agreement, dated as of December
24, 1996, among Golden State Petroleum, Donaldson,
Lufkin & Jenrette Securities Corporation and each
Owner.
*23.1 -- Consent of Coopers & Lybrand L.L.P. (New York)
*23.2 -- Consent of Coopers & Lybrand LLP (Isle of Man)
*23.3 -- Consent of Thacher Proffitt & Wood (contained in
Exhibit 5.1).
*23.4 -- Consent of Cains.
*25.1 -- Statement of eligibility of trustee on Form T-1.
*99.1 -- Letter of Transmittal.
*99.2 -- Notice of Guaranteed Delivery.
- -----------
* Previously filed.
** Previously filed and substantially identical to corresponding document
of Golden State Petro (IOM I-A) PLC, except as to the parties thereto.
*** Filed with this amendment.
ITEM 22. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Golden State Petroleum, an undersigned registrant, hereby undertakes to
respond to requests for information that is incorporated by reference into the
Prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4, within one business
day of receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the Registration Statement
through the date of responding to the request.
Each of Golden State Petro (IOM I-A) PLC and Golden State Petro (IOM
I-B) PLC, each an undersigned registrant, hereby undertakes: (i) to respond to
requests for information that is incorporated by reference into the Prospectus
pursuant to Items 4, 10(b), 11 or 13 of Form F-4, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means; and (ii) to arrange or provide for a
facility in the U.S. for the purpose of responding to such requests. The
undertaking in subparagraph (i) above includes information contained in
documents
<PAGE>
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
Each of Golden State Petroleum, Golden State Petro (IOM I-A) PLC and
Golden State Petro (IOM I-B) PLC, each an undersigned registrant, hereby
undertakes: to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement (i) to include any
prospectus required by Section 10(a)(3) of Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
Each of Golden State Petroleum, Golden State Petro (IOM I-A) PLC and
Golden State Petro (IOM I-B) PLC, each an undersigned registrant, hereby
undertakes: that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
Each of Golden State Petroleum, Golden State Petro (IOM I-A) PLC and
Golden State Petro (IOM I-B) PLC, each an undersigned registrant, hereby
undertakes: to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
Each of Golden State Petroleum, Golden State Petro (IOM I-A) PLC and
Golden State Petro (IOM I-B) PLC, each an undersigned registrant, hereby
undertakes that every prospectus, each an undersigned registrant, hereby
undertakes: if the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3- 19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, PROVIDED, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements.
Each of Golden State Petroleum, Golden State Petro (IOM I-A) PLC and
Golden State Petro (IOM I-B) PLC, each an undersigned registrant, hereby
undertakes that every prospectus: that prior to any public or reoffering of the
securities registered hereunder through use of a prospectus which is a part of
this registration statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145 (c), the issuer undertakes that such
reoffering prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
Each of Golden State Petroleum, Golden State Petro (IOM I-A) PLC and
Golden State Petro (IOM I-B) PLC, each an undersigned registrant, hereby
undertakes that every prospectus: (i) that is filed pursuant to the paragraph
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment
<PAGE>
is effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on July 25, 1997.
GOLDEN STATE PETROLEUM TRANSPORT
CORPORATION
By: /s/ John McFadden
---------------------
John McFadden
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated on June 11, 1997.
NAME TITLE
---- -----
By: /s/ John McFadden President (Principal Executive Officer)
---------------------
John McFadden
By: /s/ Joseph Avantario Treasurer and Director (Principal Financial and
--------------------- Accounting Officer)
Joseph Avantario
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on July 25, 1997.
GOLDEN STATE PETRO (IOM I-A) PLC
By: /s/ John McFadden
---------------------
John McFadden
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated on July 25, 1997.
NAME TITLE
---- -----
By: /s/ John McFadden President and Director (Principal Executive
--------------------- Officer)
John McFadden
By: /s/ Joseph Avantario Treasurer (Principal Financial and Accounting
--------------------- Officer)
Joseph Avantario
By: /s/ Nunzio Lipomi Director
---------------------
Nunzio Lipomi
By: /s/ Andrew Baker Director
---------------------
Andrew Baker
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on July 25, 1997.
GOLDEN STATE PETRO (IOM I-B) PLC
By: /s/ John McFadden
---------------------
John McFadden
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated on July 25, 1997.
NAME TITLE
---- -----
By: /s/ John McFadden President (Principal Executive Officer)
---------------------
John McFadden
By: /s/ Joseph Avantario Treasurer and Director (Principal Financial and
--------------------- Accounting Officer)
Joseph Avantario
By: /s/ Andrew Baker Director
---------------------
Andrew Baker
<PAGE>
INDEX TO EXHIBITS
3.1 -- Certificate of Incorporation of Golden State
Petroleum.
3.2 -- Bylaws of Golden State Petroleum.
3.3 -- Memorandum and Articles of Association of Golden
State Petro (IOM I-A) PLC.
3.4 -- Memorandum and Articles of Association of Golden
State Petro (IOM I-B) PLC.
4.1 -- Indenture, dated as of December 1, 1996, among
Golden State Petroleum, the Owners and the Indenture
Trustee, in respect of the 8.04% First Preferred
Mortgage Notes due 2019.
4.2 -- Stock Pledge Agreement between Golden State Holdings
I Ltd. and the Indenture Trustee.
4.3 -- Issue of One Debenture, dated as of December 1,
1997, between Golden State Petro (IOM I-A) PLC and
the Indenture Trustee.
4.4 -- Issue of One Debenture, dated as of December 1,
1996, between Golden State Petro (IOM I-B) PLC and
the Indenture Trustee.
4.5 -- Assignment of Charter, dated as of December 1, 1996,
between Golden State Petro (IOM I-A) PLC and the
Indenture Trustee.
4.6 -- Assignment of Charter, dated as of December 1, 1996,
between Golden State Petro (IOM I-B) PLC and the
Indenture Trustee.
4.7 -- Assignment of Shipbuilding Contract and Agreement on
Contract for Technical Matters, dated as of December
1, 1996, among Golden State Petro (IOM-IA) PLC and
the Indenture Trustee.
4.8 -- Assignment of Shipbuilding Contract and Agreement on
Contract for Technical Matters, dated as of December
1, 1996, among Golden State Petro (IOM-IB) PLC and
the Indenture Trustee.
4.9 -- Assignment of Building Contract Guarantee, dated as
of December 1, 1996, between Golden State Petro (IOM
I-A) PLC and the Initial Charterer.
4.10 -- Assignment of Building Contract Guarantee, dated as
of December 1, 1996, between Golden State Petro (IOM
I-B) PLC and the Initial Charterer.
4.11 -- Guarantee, made as of December 24, 1996, from
Chevron to Golden State Petro (IOM I-A) PLC.
4.12 -- Guarantee, made as of December 24, 1996, from
Chevron to Golden State Petro (IOM I-B) PLC.
4.13 -- Assignment of Management Agreement, dated as of
December 1, 1996, between Golden State Petro (IOM
I-A) PLC and the Indenture Trustee.
4.14 -- Assignment of Management Agreement, dated as of
December 1, 1996, between Golden State Petro (IOM
I-B) PLC and the Indenture Trustee.
4.15 -- Form of Exchange Note.
4.16 -- Building Contract Guarantee, dated as of December
26, 1996, from the Korean Development Bank to Golden
State Petro (IOM I-A) PLC.
4.17 -- Building Contract Guarantee, dated as of December
26, 1996, from the Korean Development Bank to Golden
State Petro (IOM I-B) PLC.
5.1 -- Opinion of Thacher Proffitt & Wood, counsel to the
Owners, as to the validity of the Exchange Notes.
<PAGE>
8.1 -- Opinion of Thacher Proffitt & Wood, counsel to the
Owners, as to Certain United States Tax
Consequences.
8.2 -- Opinion of Cains, special counsel to the Owners, as
to Certain Isle of Man Tax Consequences.
10.1 -- Serial Note Purchase Agreement, dated December 19,
1996, among Donaldson, Lufkin & Jenrette Securities
Corporation, Golden State Petroleum and each Owner.
10.2 -- Term Note Purchase Agreement, dated December 19,
1996, among Donaldson, Lufkin & Jenrette Securities
Corporation, Golden State Petroleum and each Owner.
10.3 -- Shipbuilding Contract, made as of December 24, 1996,
among Golden State Petro (IOM I-A) PLC and the
Builders.
10.4 -- Shipbuilding Contract, made as of December 24, 1996,
among Golden State Petro (IOM I-B) PLC and the
Builders.
10.5 -- Promissory Note from Golden State Petro (IOM I-A)
PLC to Samsung Heavy Industries Co. Ltd.
10.6 -- Agreement on Contract for Technical Matters, made as
of December 24, 1996, among Golden State Petro
(IOM-IA) PLC, Samsung Heavy Industries Co., Ltd and
Chevron Shipping company, as agent for the Initial
Charterer.
10.7 -- Agreement on Contract for Technical Matters, made as
of December 24, 1996, among Golden State Petro
(IOM-IB) PLC, Samsung Heavy Industries Co., Ltd and
Chevron Shipping company, as agent for the Initial
Charterer.
10.8 -- Bareboat Charter, made as of December 24, 1996,
between Golden State Petro (IOM I-A) PLC and the
Initial Charterer.
10.9 -- Bareboat Charter, made as of December 24, 1996, by
and between Golden State Petro (IOM I-B) PLC and the
Initial Charterer.
10.10 -- Management Agreement, dated as of December 1, 1996,
between Golden State Petro (IOM I-A) PLC and
Cambridge Fund Management LLC.
10.11 -- Management Agreement, dated as of December 1, 1996,
between Golden State Petro (IOM I-B) PLC and
Cambridge Fund Management LLC.
10.12 -- Agency Agreement, dated as of December 24, 1996,
between the Owners and Golden State Petroleum.
10.13 -- Registration Rights Agreement, dated as of December
24, 1996, among Golden State Petroleum, Donaldson,
Lufkin & Jenrette Securities Corporation and each
Owner.
23.1 -- Consent of Coopers & Lybrand L.L.P. (New York)
23.2 -- Consent of Coopers & Lybrand LLP (Isle of Man)
23.3 -- Consent of Thacher Proffitt & Wood (contained in
Exhibit 5.1).
23.4 -- Consent of Cains.
25.1 -- Statement of eligibility of trustee on Form T-1.
99.1 -- Letter of Transmittal.
99.2 -- Notice of Guaranteed Delivery.
[LETTERHEAD OF THACHER PROFFITT & WOOD]
July 25, 1997
Golden State Petroleum Transport Corporation
c/o Cambridge Fund Management L.L.C.
65 East 55th Street
New York, New York 10022
Golden State Petro (IOM I-A) PLC
Golden State Petro (IOM I-B) PLC
15-19 Athol Street
Douglas, Isle of Man 1M1 1LB
Golden State Petroleum Transport Corporation
8.04% First Preferred Exchange Mortgage Notes Due 2019
Registration Statement On Forms S-4 And F-4
------------------------------------------------------
Ladies and Gentlemen:
We are counsel to Golden State Petroleum Transport Corporation
("Golden State Petroleum"), Golden State Petro (IOM I-A) PLC and Golden State
Petro (IOM I-B) PLC (the "Owners", and together with Golden State Petroleum, the
"Registrants") in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of Golden State Petroleum Transport Corporation
First Preferred Exchange Mortgage Notes Due 2019 (the "Notes"), and the related
preparation and filing of a Registration Statement on Forms S-4 and F-4 (the
"Registration Statement"). The Notes are issuable under the Indenture, dated as
of December 1, 1996 (the "Indenture"), between the Registrants and United States
Trust Company of New York as indenture trustee (the "Indenture Trustee"). The
Indenture and the Supplements are substantially in the form filed as an Exhibit
to the Registration Statement. This opinion is rendered pursuant to Items 601(5)
and (8) of Regulation S-K promulgated by the Securities and Exchange Commission.
<PAGE>
In connection with rendering this opinion letter, we have
examined the Indenture contained as an Exhibit to the Registration Statement,
the Registration Statement and such other documents as we have deemed necessary.
As to matters of fact, we have examined and relied upon representations or
certifications of officers of the Registrant or public officials. We have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of natural persons and the
conformity to the originals of all documents submitted to us as copies. We have
assumed that all parties, other than the Registrants, had the corporate power
and authority to enter into and perform all obligations thereunder. As to such
parties, we have also assumed the due authorization by all requisite corporate
action, the due execution and delivery and the validity, binding effect and
enforceability of such documents.
In rendering this opinion letter, we express no opinion as to
the laws of any jurisdiction other than the federal laws of the United States
and the laws of the State of New York, nor do we express any opinion on any
issue not expressly addressed below.
Based on the foregoing, we are of the opinion that:
1. The Indenture has been duly authorized by the Registrants
and is a legal and valid obligation of the Registrants, enforceable in
accordance with its terms, except as enforceability may be limited by (a)
bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or
other similar laws affecting the enforcement of the rights of creditors and (b)
general principles of equity, whether enforcement is sought in a proceeding in
equity or at law.
2. When the Notes have been duly executed and authenticated in
accordance with the provisions of the Indenture, and issued as contemplated in
the Registration Statement and the prospectus delivered in connection therewith,
such Notes will be legally and validly issued and outstanding and the holders of
such Notes will be entitled to the benefits of the Indenture.
3. The description of federal income tax consequences
appearing under the heading "Material United States Federal Income Tax
Consequences" in the prospectus contained in the Registration Statement, is our
opinion as to the material federal income tax consequences under the Internal
Revenue Code of 1986 of the acquisition, ownership and disposition of the
Exchange Notes and the Existing Notes.
<PAGE>
We hereby consent to the filing of this opinion letter as an
Exhibit to the Registration Statement, and to the use of our name in the
prospectus included in the Registration Statement under the heading "Legal
Matters" and "Material United States Federal Income Tax Consequences", without
admitting that we are "experts" within the meaning of the Act and the rules and
regulations thereunder with respect to any part of the Registration Statement
including this Exhibit.
Very truly yours,
THACHER PROFFITT & WOOD
By: /s/ Lauris G.L. Rall
