EXHIBIT 8.1

                       [GALINDO, ARIAS & LOPEZ LETTERHEAD]

                                                               November 28, 2005



Copa Holdings, S.A.
Ave. Aquilino de la Guardia y Calle 50
Torre Banco Continental
Panama City, Republic of Panama

      RE:   LEGAL OPINION REGARDING THE PANAMANIAN TAX CONSEQUENCES FOR CLASS A
            SHAREHOLDERS IN ACCORDANCE WITH THE OFFER AND SALE OF THOSE SHARES
            TO BE FILED BY COPA HOLDINGS, S.A. WITH THE U.S. SECURITIES AND
            EXCHANGE COMMISSION.

Ladies and Gentlemen:

      We act as Panamanian counsel for Copa Holdings, S.A. (the "Company") a
corporation duly organized and existing under the laws of Panama, in connection
with the Registration Statement on Form F-1 to be filed by the Company with the
U.S. Securities and Exchange Commission on November 28, 2005 relating to the
offer and sale of the Company's Class A shares.

      We confirm that we have reviewed the information in the prospectus
included in the Registration Statement under the caption "Income Tax
Consequences - Panamanian Taxation" and that, in our opinion, the statements
included therein, insofar as they relate to the Panamanian tax consequences
currently applicable to holders of Class A Shares, address the material tax
consequences of the ownership and disposition of the Class A shares and are
accurate and complete in all material respects.

      In rendering this opinion, we expressly incorporate in this opinion the
statements set forth under the caption "Income Tax Consequences - Panamanian
Taxation" in the prospectus included in the Registration Statement, including
the

limitations on the matters covered by that section set forth therein.

      Our opinion expressed in this paragraph is limited to the laws of the
Republic of Panama and is based upon existing provisions of laws and regulations
thereunder and administrative and judicial interpretations thereof, including
existing interpretations thereof of the Economy and Finance Ministry, as of the
date hereof, all of which are subject to subsequent, different interpretations
and applications with effect from the date of effectiveness of the underlying
laws and regulations.

      We are furnishing this opinion letter to you in connection with the filing
of the Registration Statement. This opinion is limited to the matters expressly
stated herein and does not extend to, and is not to be read as extended by
implication to, any other matter in connection with the Registration Statement
or the transactions or documents referred to therein.

      We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Registration Statement.
In giving this consent, we do not thereby concede that we are within the
category of persons whose consent is required by the U.S. Securities Act of
1933, as amended, or the general rules and regulations promulgated thereunder.

      This opinion will be governed by and construed in accordance with the laws
of the Republic of Panama in effect on the date hereof. We are qualified to
practice law in the Republic of Panama and accordingly, express no legal opinion
herein based upon any other laws other than the laws of Panama.

                                    Yours Very Truly,

                                    /s/ GALINDO, ARIAS & LOPEZ