Exhibit 5.1

                                 July 14, 2004

Callaway Golf Company
2180 Rutherford Road
Carlsbad, California  92008-7328

             Re:  Registration Statement on Form S-8
                  The Callaway Golf Company 2004 Equity Incentive Plan and the
                  Callaway Golf Company Employee Stock Purchase Plan

Ladies and Gentlemen:

         I have prepared the Registration Statement on Form S-8 ("Registration
Statement") to be filed by Callaway Golf Company, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission on or about the date
hereof in connection with the registration of 8,000,000 shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), which may be issued
to employees under the Callaway Golf Company 2004 Equity Incentive Plan and
4,000,000 shares of the Company's Common Stock which may be issued to employees
under the Callaway Golf Company Employee Stock Purchase Plan (collectively, the
"Equity Plans"). In connection with said registration, I have reviewed the
proceedings of the Board of Directors of the Company relating to the
registration and proposed issuance of the Common Stock, the Certificate of
Incorporation of the Company and the Bylaws of the Company. 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 not admitted to practice in the State of Delaware, however, I am
generally familiar with the Delaware General Corporation Law as currently in
effect. 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 aforesaid shares pursuant to the Equity Plans, and upon completion of the
proceedings being taken in order to permit such transactions to be carried out
in accordance with the applicable securities laws, the aforesaid shares, when
issued and sold in the manner referred to in the Equity Plans and the
Registration Statement, will be legally and validly issued, fully-paid and
non-assessable.

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

                                                     Very truly yours,

                                                     /s/ BRIAN P. LYNCH

                                                     Brian P. Lynch
                                                     Senior Corporate Counsel