EXHIBIT 5.1
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TAPIA, LINARES Y ALFARO
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ABOGADOS - ATTORNEYS AT LAW F.S. TAPIA C. +
JULIO E. LINARES +
ELOY ALFARO
MARIO E. CORREA E.
OCTAVIO DEL MORAL
JULIO E. LINARES F.
ADOLFO E. LINARES F.
FERNANDO A. LINARES F.
ANABEL GAMALLO Q.
JORGE L. LOMBARDO
PANAMA
PLAZA 2000, VIA GRAL
NICANOR A. DE OBARRIO
June 1, 2005 (CALLE 50)
APARTADO POSTAL 0816-02984
PANAMA, REP.DE PANAMA
Carnival Corporation TELEFONO (507) 263-6066
3655 N.W.87th Avenue TELEFAX (507)263-5305
Miami, Florida 33178-2428 E-MAIL talial@talial.com
U.S.A. WEB: http://www.talial.com
Carnival plc B.V.I.
5 Gainsford Street P.O. BOX 3161
London, SE1 2NE ROAD TOWN, TORTOLA
United Kingdom BRITISH VIRGIN ISLANDS
RE: REGISTRATION STATEMENT ON FORM S-8
Dear Sirs:
In connection with the joint Registration Statement on Form S-8 (the
"Registration Statement"), filed by Carnival Corporation (the "Company") and
Carnival plc, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), and the rules and
regulations promulgated thereunder, which relates to the issuance of 200,000
shares of the Company common stock, par value $0.01 per share (the "Common
Stock"), and 200,000 trust shares of beneficial interest in the P&O Princess
Special Voting Trust (the "Trust Shares"), which are paired with the shares
of Common Stock on a one-for-one basis, to be issued pursuant to the Amended
and Restated Carnival Corporation 2001 Outside Director Stock Plan (the
"Plan"), we have been requested to render our opinion as to the legality of
the Common Stock and Trust Shares being registered thereunder.
In this connection, we have examined (i) originals, photocopies or conformed
copies of the Plan, (ii) the Third Amended and Restated Articles of
Incorporation and By-Laws of the Company, each as amended to date, and (iii)
records of certain of the Company's corporate proceedings. In addition, we
have made such other examinations of law and fact as we have considered
necessary in order to form a basis of the opinions hereinafter expressed. In
connection with such investigation, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
and the conformity to originals of all documents submitted to us as
photocopies or conformed copies. We have relied as to matters of fact upon
declarations and certificates of officers of the Company.
TAPIA, LINARES Y ALFARO
Carnival Corporation
June 1, 2005
Page 2
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Terms defined in the Plan and the Registration Statement shall have the same
meaning herein.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing as a
corporation in good standing under the laws of the Republic of
Panama.
2. The Common Stock and the Trust Shares have been duly and legally
authorized for issuance, and such Common Stock and Trust Shares,
when issued and delivered by the Company on the terms and
conditions described in the Plan and paid for in accordance with
the terms and provisions of the Plan, will be validly issued,
fully paid and non-assessable.
3. The Common Stock, when issued and delivered by the Company on the
terms and conditions described in the Plan and paid for in
accordance with the terms and provisions of the Plan, will be
paired with the Trust Shares on a one-for-one basis, pursuant to
the Pairing Agreement dated as of April 17, 2003, between the
Company, The Law Debenture Trust Corporation (Cayman) Limited, as
trustee, and SunTrust Bank, as transfer agent.
We are members of the Bar of the Republic of Panama. We express no opinion
as to matters of law other than the laws of the Republic of Panama.
We hereby consent to all references to our firm in the Registration
Statement and in the prospectus therein, and to the filing by the Company of
this opinion as an exhibit to the Registration Statement. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required by the Act or the rules and regulations
promulgated thereunder.
Very truly yours,
/s/ Mario E. Correa
Mario E. Correa