Exhibit 5.1

Capital Product Partners L.P. - Registration Statement on Form F-1

Dear Sirs:

We have acted as special counsel as to matters of the law of the Republic of The Marshall Islands (“Marshall Islands Law”) for Capital Product Partners L.P. (the “Partnership”) in connection with the preparation of a Registration Statement on Form F-1 (the “Registration Statement”) to be filed by the Partnership with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, pursuant to Section 462(b) under the Act with respect to the issuance and sale of up to 13,512,500 common units (the “Common Units”) of the Partnership.

In so acting, we have examined originals, or copies, certified to our satisfaction, of (i) the form of the First Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of the Partnership, (ii) the form of the Company’s Registration Statement and the prospectus (the “Prospectus”) included therein, (iii) the form of the underwriting agreement (the “Underwriting Agreement”) to be executed among the Partnership, the representatives of the underwriters named therein, Capital Maritime & Trading Corp., Capital GP L.L.C. (the “General Partner”), and Capital Product Operating L.L.C. relating to the issuance and sale of the Common Units, and (iv) originals, or copies certified to our satisfaction, of all such records of the Partnership, agreements and other documents, certificates of public officials, officers and representatives of the Partnership, the General Partner and other appropriate persons, and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed.  In such examinations, we have assumed without independent investigation, (a) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or facsimile copies, and the authenticity of the originals of such copies and (b) the accuracy of the factual representations made to us by officers and other representatives of the Partnership and the General Partner, whether evidenced by certificates or otherwise.  In addition, for purposes of our opinion below, we have assumed due execution and delivery of the Partnership

Agreement and the Underwriting Agreement by the parties thereto substantially in the form examined by us, the filing by the Company with the SEC of the Registration Statement and Prospectus substantially in the form examined by us, and the declaration by the SEC of the effectiveness of such Registration Statement.

This opinion is limited to Marshall Islands Law and is as of the effective date of the Registration Statement.

Based on the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that when issued and delivered against payment therefor in accordance with the terms of the Partnership Agreement, the Underwriting Agreement and the Registration Statement and Prospectus, the Common Units will be duly authorized, validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the heading “Legal Matters” in the Prospectus.  In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

2

Exhibit 8.1

C R A V A T H,  S W A I N E  &  M O O R E  L L P

[New York Office]

March 29, 2007

Capital Product Partners L.P.

Ladies and Gentlemen:

You have requested our opinion regarding certain U.S. federal income tax matters relating to Capital Product Partners L.P. (the “Company”) and the holders of common units of the Company.

In formulating our opinion as to these matters, we have examined such documents as we have deemed appropriate, including the Registration Statement filed by the Company on Form F-1 with the Securities and Exchange Commission pursuant to rule 462(b) under the U.S. Securities Act of 1933, as amended (such Registration Statement, as amended at the effective date thereof, being referred to herein as the “Registration Statement”).  We also have obtained such additional information as we have deemed relevant and necessary from representatives of the Company.  In addition, we have examined, and relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and made such other inquiries as we have deemed necessary or appropriate to enable us to render the opinion set forth below.  In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.  We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

This opinion is as of the effective date of the Registration Statement.

The legal conclusions as to the application of the U.S. federal income tax law under the captions “Business-Taxation of the Partnership” and “Material U.S. Federal Income Tax Considerations” in the Registration Statement (subject to the qualifications set forth in such discussions) constitute the opinion of Cravath, Swaine & Moore LLP.  Our opinion does not relate to any factual or accounting matters, determination or conclusions.

Our opinion and the tax discussion set forth in the Registration Statement are based on the current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and case law, any of which may be changed at any time with retroactive effect.  We disclaim any undertaking to advise you of any subsequent changes of the matters stated, represented or assumed herein or any subsequent changes in applicable law, regulations or interpretations thereof.  No opinion is expressed on any matters other than those described above.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions “Business--Taxation of the Partnership,” “Material U.S. Federal Income Tax Considerations” and “Legal Matters” in the Registration Statement.

2

Exhibit 8.2

Capital Product Partners L.P. - Registration Statement on Form F-1

Dear Sirs:

We have acted as special counsel as to matters of the law of the Republic of The Marshall Islands (“Marshall Islands Law”) for Capital Product Partners L.P. (the “Partnership”) in connection with the preparation of a Registration Statement on Form F-1 (the “Registration Statement”) to be filed by the Partnership with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, pursuant to Section 462(b) under the Act with respect to the issuance and sale of up to 13,512,500 common units (the “Common Units”) of the Partnership.

In so acting, we have examined originals, or copies, certified to our satisfaction, of the Registration Statement and the prospectus (the “Prospectus”) included therein, and originals, or copies certified to our satisfaction, of all such records of the Partnership, agreements and other documents, certificates of public officials, officers and representatives of the Partnership, Capital GP L.L.C. (the “General Partner”), and other appropriate persons, and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed.  In such examinations, we have assumed without independent investigation, (a) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or facsimile copies, and the authenticity of the originals of such copies and (b) the accuracy of the factual representations made to us by officers and other representatives of the Partnership and the General Partner, whether evidenced by certificates or otherwise.

This opinion is limited to Marshall Islands Law and is as of the effective date of the Registration Statement.

Based on the facts as set forth in the Prospectus and having regard to legal considerations which we deem relevant, we hereby confirm that the opinions attributed to Watson, Farley & Williams (New

York) LLP set forth in the Prospectus under the captions “Business - Taxation of the Partnership - Marshall Islands Taxation” and “Non-United States Tax Considerations - Marshall Islands Tax Consequences” are the opinions of Watson, Farley & Williams (New York) LLP and accurately state our views as to the tax matters discussed therein.  In addition, such opinions fairly present the information expected to be relevant to holders of the Common Units offered pursuant to the Prospectus and fairly summarize the legal matters referred to therein.

Our opinions as set forth in the Prospectus are based on the current provisions of Marshall Islands law, which may be changed at any time with retroactive effect.  No opinion is expressed on any matters other than those specifically referred to above.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Prospectus under the captions “Business - Taxation of the Partnership - Marshall Islands Taxation” and “Non-United States Tax Considerations - Marshall Islands Tax Consequences”.  In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

2

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in the Registration Statement No. 333-141422 of Capital Product Partners L.P. on Form F-1 of our report dated March 5, 2007 relating to the combined financial statements of Capital Product Partners, defined as including the following subsidiaries of Capital Maritime & Trading Corp.:

Shipping Rider Co.

Canvey Shipmanagement Ltd.

Centurion Navigation Limited

Polarwind Maritime S.A.

Carnation Shipping Company

Iraklitos Shipping Company

Apollonas Shipping Company

Tempest Maritime Inc.

incorporated by reference in this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte.

Hadjipavlou, Sofianos & Cambanis S.A.

Athens, Greece

March 29, 2007

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in the Registration Statement No. 333-141422 of Capital Product Partners L.P. on Form F-1 of our report dated February 9, 2007 relating to the balance sheet of Capital GP L.L.C. incorporated by reference in this Registration Statement.

We also consent to the reference to us under the heading “Experts” in this Registration Statement.

/s/ Deloitte.

Hadjipavlou, Sofianos & Cambanis S.A.

Athens, Greece

March 29, 2007

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in the Registration Statement No. 333-141422 on Form F-1 of our report dated February 9, 2007 except for Note 2 as to which the date is February 21, 2007 relating to the balance sheet of Capital Product Partners L.P. incorporated by reference in this Registration Statement.

We also consent to the reference to us under the heading “Experts” in this Registration Statement.

/s/ Deloitte.

Hadjipavlou, Sofianos & Cambanis S.A.

Athens, Greece

March 29, 2007

Exhibit 23.4

[CLARKSONS LETTERHEAD]

Capital Product Partners L.P.
Athens

Greece

29 March, 2007

Ladies and Gentlemen:

Reference is made to the Form F-1 registration statement (the “Registration Statement”) relating to the initial public offering of common units of Capital Product Partners L.P. (the “Company”).

We have reviewed the section in the Prospectus entitled “The International Shipping Industry” and confirm that it accurately describes the international containership and drybulk shipping markets. We further advise the Company that our role has been limited to the provision of the statistical data, graphs, and tables supplied by us. With respect to such statistical data, graphs and tables supplied by us, we advise you that:

•   some industry data included in this discussion is derived from estimates or subjective judgments;

•   the published information of other maritime data collection agencies may differ from this data; and

•   while we have taken reasonable care in the compilation of the industry statistical data, graphs and tables and believe them to be accurate and correct, data compilation is subject to limited audit and validation procedures and may accordingly contain errors.

We hereby consent to all references to our name in the Registration Statement and to the use of the graphical and statistical information supplied by us set forth in the sections of the Registration Statement entitled “Summary”, “Business” and “The Products Tanker Industry.”

We hereby consent to the filing of this letter as an exhibit to the Registration Statement of the Company on Form F-1 to be filed with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and to the reference to our firm in the section of the Registration Statement entitled “The Products Tanker Industry” and “Experts.”

CLARKSON RESEARCH SERVICES LIMITED

Clarkson Research Services Limited England No. 1944749: Registered Office as above

EXHIBIT 99.1

CONSENT OF DIRECTOR NOMINEE

I hereby consent to being named as a director nominee of Capital Product Partners L.P., a Marshall Island’s limited liability partnership in the Registration Statement on Form F-1 of Capital Product Partners L.P. (including the prospectus contained therein), and in all subsequent amendments and post-effective amendments or supplements thereto, filed with the U.S. Securities and Exchange Commission.

EXHIBIT 99.2

CONSENT OF DIRECTOR NOMINEE

I hereby consent to being named as a director nominee of Capital Product Partners L.P., a Marshall Island’s limited liability partnership in the Registration Statement on Form F-1 of Capital Product Partners L.P. (including the prospectus contained therein), and in all subsequent amendments and post-effective amendments or supplements thereto, filed with the U.S. Securities and Exchange Commission.

EXHIBIT 99.3

CONSENT OF DIRECTOR NOMINEE

I hereby consent to being named as a director nominee of Capital Product Partners L.P., a Marshall Island’s limited liability partnership in the Registration Statement on Form F-1 of Capital Product Partners L.P. (including the prospectus contained therein), and in all subsequent amendments and post-effective amendments or supplements thereto, filed with the U.S. Securities and Exchange Commission.