This page presents quick & dirty updates for new classes appearing in v.3.0 Freeport material: Freeport: The City of Adventure, Tales of Freeport, and "Focus on Freeport" #2, 9, and 10. These are unofficial, of course, unless/until Green Ronin says differently.
General conversion notes
PHB and DMG page references are to the 3.5 rules.
Skills: No skills are exclusive skills in 3.5. The following skills have been renamed: Alchemy (to Craft [alchemy]), Pick Pockets (to Sleight of Hand) and Wilderness Lore (to Survival). The Innuendo, Intuit Direction, and Read Lips have been merged with other skills (Bluff/Sense Motive, Survival, and Spot, respectively). Scry has been deleted entirely. When converting the stat block of a 3.0 character with skills that were deleted in 3.5, move the freed skill points to the appropriate new skill (if any) until maximum ranks are reached; after that, redistribute the points however you wish (typically among class skills).
Knowledge skills should be limited to the list in the PHB (p. 78) except for very good reasons.
Weapon and Armor Proficiency: Classes proficient with shields are not necessarily proficient with tower shields.
Weapon Finesse need only be taken once to apply the benefit to all appropriate weapons. The Freeport Pirate and Ship's Captain may use Weapon Finesse with the cutlass.
Freeport: The City of Adventure [and Focus #2]
[Update: The d20 Freeport Companion provides official v.3.5 updates to the Crime Boss and Cultist. Replace the Freeport pirate with the corsair base class from that book.]
Freeport Pirate
[First appeared in Focus on Freeport 2; reprinted in Freeport: The City of Adventure.]
Requirements: Change Knowledge (sea lore) to Knowledge (nature).
Class Skills: Delete Intuit Direction. Change Knowledge (sea lore) to Knowledge (nature).
Animal Companion: Replace this ability's description with the following text: "If the character desires, he may acquire an animal companion on reaching 2nd level. Treat this as the druid class ability, except that the character's effective level is equal to his Freeport Pirate class level. The animal may be chosen from the following list: cat*, dire rat, dog, eagle, hawk, lizard*, monkey, parrot* (use raven stats), porpoise, shark (Medium), snake (Small or Medium viper), squid. (*If cat, lizard, or parrot is chosen, raise Hit Dice to 1d8 plus Con modifier before applying animal companion powers.)" If using Creatures of Freeport, add the following to the list: flying lizard (Tiny), giant lizard (Small or Medium), parrot*, reef eel, sea turtle.
Press-Gang Thwack: Subdual damage is now called nonlethal damage. See p. 146 of the PHB.
Superior Weapon Focus: Replace this ability's description with the following text: "At 4th level, the pirate gains Superior Weapon Focus with a weapon (cutlass or boarding pike only) for which he already has Weapon Focus. This is a bonus feat, and the pirate need not meet the fighter level prerequisite. If the pirate already has Superior Weapon Focus with one of these weapons, he gains Weapon Focus with the other instead."
Lungs of Legend: See p. 304 of the DMG for full rules on drowning.
{Superior} Weapon Specialization (Ex): Replace this ability's description with the following text: "At 8th level, the pirate gains Superior Weapon Specialization with cutlass or boarding pike. He must meet all prerequisites except for fighter level. This is a bonus feat. If he lacks Weapon Specialization with either weapon, he gains that feat instead."
Pirate Weapons: Shortspears are now spears.
Crimeboss
Class Skills: Delete Innuendo and Read Lips. Pick Pockets is now Sleight of Hand.
Weapon and Armor Proficiency: Pick Pockets is now Sleight of Hand.
arcenous Followers: The DMG no longer limits followers to the commoner, expert, and warrior classes, thus rendering this ability moot.
Cultist
Note that because this is an NPC class, no Alignment entry is given. Cultists tend towards chaos and/or evil, but could theoretically be of any alignment not opposed to their god's on either the good/evil or law/chaos axes. (Note, however, that good cultists would have a reduced spell list, and are only appropriate in areas where cult activity must remain secret from a mostly-evil populace.)
Class Skills: Delete Innuendo. Add Sleight of Hand (for concealing weapons and other items).
Skill Focus: Skill Focus now gives an official +3 bonus.
Leadership: The DMG no longer limits followers to the commoner, expert, and warrior classes.
Spells: Move message to 0 level and status to 2nd. Name changes: change self to disguise self; polymorph self to polymorph; circle of doom to mass inflict light wounds. Add touch of fatigue to 0-level spells.
(The Cultist has been officially updated to v.3.5 in Terror in Freeport Revised and the Freeport Trilogy.)
Tales of Freeport
Freeport Merchant
Class Skills: Any Knowledge skill could be useful to a merchant, so all Knowledge skills (taken individually) are class skills. Because merchants do not get Craft as a class skill, the DM may wish to give them synergy bonuses to Appraise based on appropriate Knowledge skills (arcana for magical supplies, history for antiques, nature for herbs and furs, etc.).
Weapon and Armor Proficiency: Add rapier to the list.
Ship's Captain
Requirements: Delete "(cutlass or rapier)" after Weapon Finesse. Replace Knowledge (sea lore) with Knowledge (nature). Replace Knowledge (navigation) and Intuit Direction with "Survival: 4 ranks".
Class Skills: Replace Intuit Direction and Knowledge (navigation, sea lore) with Knowledge (nature) and Survival.
Weapon and Armor Proficiency: Delete "or rapier"; this is redundant.
Bonus Feats: Change the Skill Focus options to Knowledge (nature) and Survival. Add Self-Sufficient to the list.
Gambler
Class Skills: Delete Innuendo. Pick Pockets is now Sleight of Hand. Keep Knowledge (mathematics), but note that it will have few game applications except for the synergy bonus to Profession (gambler) (see Tales of Freeport, p. 83).
Bonus Feats: Move "Dodge" out of the Skill Focus sublist [errata]. Pick Pockets is now Sleight of Hand. Skill Focus now gives a +3 bonus. Add Deft Hands, Negotiator, and Persuasive to the list.
Focus #9: Hell's Foes
The Book of Fiends web enhancement "Foes of the Fiends" updates these four classes to 3.5, and adds epic progressions. FOTF also generalizes these classes to fight fiends of all alignments.
Devil Slayer
Weapon and Armor Proficiency: Devil slayers are proficient with all shields, including tower shields. [Per FOTF, tower shields are excluded.]
Righteous Sword: Replace this ability's first sentence with: "At 2nd level, the devil slayer's training allows him to more effectively attack creatures with damage resistance (particularly devils). His weapon attacks are treated as silver weapons. If they already possess that quality, they are also treated as good weapons." [FOTF changes this ability to Align Weapon, per the spell, usable a number of times per day equal to the fiend slayer's Cha bonus.]
Diabolist
Class Skills: Alchemy is now Craft (Alchemy). Delete Scry. [FOTF adds Decipher Script.]
[FOTF adjusts class abilities slightly.]
Sample Diabolist: Delete Scry; redistribute 13 skill points. Wizard Spells Known: spider climb is now 2nd; improved invisib[ility] is now greater invisibility; animate dead is now 4th.
Hellblade
[FOTF adds Magical Aptitude to requirements, and reduces skill points.]
Class Skills: Delete Innuendo, Intuit Direction, and Read Lips. Pick Pockets is now Sleight of Hand.
Detect Illusions: Change "partial action" to "standard action". [FOTF changes this ability to Detect Magic, at will.]
Uncanny Dodge: The hellblade's progression matched that of the 3.0 barbarian, so change it to match the 3.5 barbarian: 2nd, uncanny dodge; 3rd, trap sense +1; 5th, improved uncanny dodge; 6th, trap sense +2; 9th, trap sense +3. [FOTF offers a different progression.]
Sample Hellblade: This hellblade has uncanny dodge, improved uncanny dodge, and trap sense +3. Delete Read Lips; raise Spot to +14; redistribute one more skill point.
Inquisitor
Class Skills: Delete Scry.
Weapon and Armor Proficiency: Inquisitors are not proficient with tower shields.
[FOTF changes the class abilities and their progression slightly.]
Sample Inquisitor: This inquisitor can smite evil 2/day, turn undead as a 9th-level cleric, and remove disease 1/week. Large shields are now heavy shields.
Focus #10: Hell in Freeport Prestige Classes
Blackthorn
Requirements: Wilderness Lore is now Survival.
Class Skills: Delete Animal Empathy and Intuit Direction. Wilderness Lore is now Survival.
Sample Blackthorn: SA: Add "favored enemy +1 [any one]". SQ: Replace uncanny dodge with "uncanny dodge, trap sense +2"; add "wild empathy". Skills: Pick Pockets is now Sleight of Hand; Wilderness Lore is now Survival; add 6 skill points to ranger skills. Feats: Add "Endurance" and "[Rapid Shot]".
Crusader
Initiation Requirements: Alchemy is now Craft (Alchemy).
Class Skills: Delete Scry.
Weapon and Armor Proficiency: Crusaders are not proficient with tower shields.
Sample Crusader: Large shields are now heavy shields.
Grayback
Initiation Requirements: Alchemy is now Craft (Alchemy).
Class Skills: Alchemy is now Craft (Alchemy).
Weapon and Armor Proficiency: Graybacks are proficient with all shields, including tower shields.
Avalanche: Sunder is now Improved Sunder.
Sample Grayback: Feats: Sunder is now Improved Sunder. Possessions: Large shields are now heavy shields.
Manikin
Class Skills: Alchemy is now Craft (Alchemy). Delete Scry.
Chisel and Maul: Sunder is now Improved Sunder.
Sample Manikin: Alchemy is now Craft (Alchemy). Delete Innuendo and Scry; redistribute 18 skill points.