[S&K LETTERHEAD]

			November , 2014

Knightsbridge Shipping Limited

Par-la-Ville Place

14 Par-la-Ville Road

Hamilton, HM08

Bermuda

Re: Knightsbridge Shipping Limited

Ladies and Gentlemen:

We have acted as counsel to Knightsbridge Shipping Limited (the "Company") in connection with the Company's Registration Statement on Form F-4 (File No. 333- ) as filed with the U.S. Securities and Exchange Commission (the "Commission") on November , 2014, as thereafter amended or supplemented (the "Registration Statement") with respect to the transfer of 61,500,000 of the Company' common shares, par value $0.01 per share. The Registration Statement relates to the merger of Golden Ocean Group Limited ("Golden Ocean") with and into the Company with the Company as the surviving corporation (the "Merger") pursuant to the Agreement and Plan of Merger, dated October 7, 2014, by and among the Company and Golden Ocean, as described in the form of the Joint Proxy Statement/Prospectus included in the Registration Statement (the "Joint Proxy/Prospectus").

In formulating our opinion as to these matters, we have examined such documents as we have deemed appropriate, including the Registration Statement and the Joint Proxy/Prospectus. We also have obtained such additional information as we have deemed relevant and necessary from representatives of the Company.

Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement.

Based on the facts as set forth in the Registration Statement and, in particular, on the representation, covenants, assumptions, conditions and qualifications described under the captions (i) "Risk Factors" and (ii) "Material United States Federal Income Tax Consequences of the Merger" therein, we hereby confirm that statements made in the sections listed in (i) and (ii), insofar as they purport to constitute summaries of matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, are the opinions of Seward & Kissel LLP and accurately state our view as to the tax matters discussed therein.

Our opinions and the tax discussion as set forth in the Joint Proxy/Prospectus are based on the current provisions of the U.S. Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service, which may be cited or used as precedents, and case law, any of which may be changed at any time with retroactive effect. No opinion is expressed on any matters other than those specifically referred to above by reference to the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,