Exhibit 5.1

                                October 17, 2001


Board of Directors
TransMontaigne Inc.
2750 Republic Plaza
370 17th Street
Denver, Colorado 80202

Gentlemen:

         We are acting as counsel to TransMontaigne Inc., a Delaware corporation
(the "Company"), in connection with its registration, pursuant to a registration
statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission relating to the proposed public offering of up to
2,312,095 shares of the Company's common stock, par value $0.01 per share, all
of which shares (the "Shares") are to be sold by the Company under the terms of
the TransMontaigne Inc. Equity Incentive Plan, as amended (the "Plan"). This
opinion letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S) 229.601(b)(5),
in connection with the Registration Statement.

         For purposes of this opinion letter, we have examined copies of the
following documents:

         1. An executed copy of the Registration Statement.

         2. A copy of the Plan, as certified by the Secretary of the Company on
            the date hereof as being complete, accurate, and in effect.

         3. The Certificate of Incorporation of the Company, as certified by the
            Secretary of State of the State of Delaware on October 15, 2001 and
            by the Secretary of the Company on the date hereof as being
            complete, accurate, and in effect.

         4. The Bylaws of the Company, as certified by the Secretary of the
            Company on the date hereof as being complete, accurate, and in
            effect.

         5. A certificate of good standing of the Company issued by the
            Secretary of State of the State of Delaware dated October 15, 2001.

         6. Resolutions of the Board of Directors of the Company (a) adopted by
            unanimous written consent dated July 18, 1997, (b) adopted at a
            meeting held on March 17, 1999, and (c) adopted by unanimous written
            consent dated April 23, 1999, each as certified by the Secretary of
            the Company on the date hereof as being complete, accurate, and in
            effect, relating to the adoption of the Plan, the filing of the


Board of Directors of TransMontaigne Inc.
October 17, 2001
Page 2 of 2

                  Registration Statement, the issuance and sale of the Shares
                  and arrangements in connection therewith.

             7.   Minutes of the Annual Meeting of Stockholders of the Company
                  and the respective Certificates of Inspectors of Election for
                  meetings held on (a) August 28, 1997, and (b) November 18,
                  1999, each as certified by the Secretary of the Company on the
                  date hereof as being complete, accurate, and in effect,
                  relating to the ratification and amendment of the Plan.

             8.   A certificate of an officer of the Company, dated the date
                  hereof, as to certain facts relating to the Company.

             In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.

             This opinion letter is based as to matters of law solely on the
Delaware General Corporation Law, as amended. We express no opinion herein as to
any other laws, statutes, ordinances, rules, or regulations. As used herein, the
term "Delaware General Corporation Law, as amended" includes the statutory
provisions contained therein, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.

             Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) effectiveness of the Registration Statement, (ii)
issuance of the Shares pursuant to the terms of the Plan, and (iii) receipt by
the Company of the consideration for the Shares specified in the resolutions
adopted by the Board of Directors authorizing the issuance thereof, the Shares
will be validly issued, fully paid, and nonassessable.

             This opinion letter has been prepared for your use in connection
with the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.

             We hereby consent to the filing of this opinion letter as Exhibit
5.1 to the Registration Statement. In giving this consent, we do not thereby
admit that we are an "expert" within the meaning of the Securities Act of 1933,
as amended.

                                                     Very truly yours,

                                                     /s/ HOGAN & HARTSON L.L.P.

                                                     HOGAN & HARTSON L.L.P.