EXHIBIT 5
                                                                       ---------


                                 July 1, 1999


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

       Re: Post-Effective Amendment No. 1 to Registration Statements on Form S-8

Ladies and Gentlemen:

       I have prepared the Post-Effective Amendment No. 1 to the Registration
Statements on Form S-8 (the "Amendment") to be filed by Callaway Golf Company, a
Delaware Corporation (the "Company"), with the Securities and Exchange
Commission on or about July 1, 1999 in connection with the assumption pursuant
to Rule 414 of the Securities Act of 1933, as amended, by the Company of certain
Registration Statements on Form S-8 filed by the Company's predecessor, Callaway
Golf Company, a California Corporation ("Callaway Golf California"), relating to
shares of Common Stock of Callaway Golf California reserved for issuance under
certain stock plans (the "Plans") of Callaway Golf California.  I understand
that the Plans have been assumed by the Company and that in accordance with the
terms of the Plans, the Company has reserved shares (the "Shares") of Common
Stock of the Company for issuance pursuant to the Plans.  As your counsel, I
have examined the proceedings taken and am familiar with the proceedings
proposed to be taken by you in connection with said issuance and sale of the
Shares pursuant to the Plans.  In addition, I have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to my satisfaction of such documents,
corporate records and instruments, as I have deemed necessary or appropriate for
purposes of this opinion.

       In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, and the conformity
to authentic original documents of all documents submitted to me as copies.

       I am opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, and I express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or any other laws, or as to any matters of municipal law
or the laws of any other local agencies within the state.

       Subject to the foregoing, upon completion of the proceedings being taken
or contemplated by the Company to be taken prior to the issuance and sale of the
Shares pursuant to the Plans, and upon completion of the proceedings being taken
in order to permit such transactions to be carried out in accordance with the
securities laws of the various states

                                      12


where required, the Shares, when issued and sold in the manner referred to in
the Plan and the Registration Statement, will be legally and validly issued,
fully-paid and non-assessable.

                                      13


       I hereby consent to filing this opinion as an exhibit to the Amendment.

                                   Very truly yours,


                                   /s/ SEEMA L. NENE
                                   -------------------
                                   Seema L. Nene, Esq.
                                   Corporate Counsel

                                      14