GIBSON, DUNN & CRUTCHER LLP
                                JAMBOREE CENTER
                                  4 PARK PLAZA
                         IRVINE, CALIFORNIA 92714-8557
                                 (714) 451-3800

                                 June 6, 1996

Callaway Golf Company
2285 Rutherford Road
Carlsbad, CA 92008-8815

     Re:  Registration Statement on Form S-8 for
          2,000,000 Shares of Common Stock

Ladies and Gentlemen:

     We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission to register 2,000,000 shares of common
stock, $.01 par value per share (the "Common Stock"), of Callaway Golf
Company, a California corporation (the "Company"), to be issued pursuant to
the Company's 1996 Stock Option Plan (the "Plan").

     For purposes of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary under the circumstances and,
as part of such examination, we have examined, among other things, originals
and copies, certified or otherwise, identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate.  For the purposes of such examination , we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.

     On the basis of and in reliance upon the foregoing examination and
assumptions, we are of the opinion that assuming the Registration Statement
shall have become effective pursuant to the provisions of the Securities Act
of 1933, as amended, the shares of Common Stock being offered under the Plan,
when issued in accordance with the Registration Statement and the provisions
of the Plan, will be validly issued, fully paid and nonassessable.

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

                                   Very truly yours,

                                   GIBSON, DUNN & CRUTCHER LLP