[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP]


                                                                     Exhibit 8.2


                                         November 28, 2005


Copa Holdings, S.A.
Avenida Aquilino de la Guardia y Calle 50
Bella Vista, Panama City, Panama

Ladies and Gentlemen:

      We have acted as United States counsel to Copa Holdings, S.A., a
corporation (sociedad anonima) duly incorporated under the laws of Panama (the
"Company"), in connection with the preparation and filing by the Company with
the Securities and Exchange Commission of the Registration Statement on Form F-1
dated November 28, 2005 (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to 16,100,000 shares of
Class A common stock.

      We have examined the Registration Statement (File No. 333- ) filed by the
Company under the Securities Act. In addition, we have examined, and have relied
as to matters of fact upon, forms of the documents delivered to you at the
closing, and upon originals, or duplicates or certified or conformed copies, of
such corporate records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such other and further
investigations, as we have deemed necessary or appropriate as a basis for the
opinion hereinafter set forth.

Copa Holdings, S.A.                   -2-                      November 28, 2005

      In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as duplicates or certified or conformed copies, and
the authenticity of the originals of such latter documents. We have assumed that
any documents will be executed by the parties in the forms provided to and
reviewed by us.

      Based upon the foregoing, and subject to the qualifications, assumptions
and limitations stated herein, and in the Registration Statement, we hereby
confirm our opinion set forth in the Registration Statement under the caption
"Certain Income Tax Consequences -- United States".

      We do not express any opinion herein concerning any law other than the
federal tax law of the United States.

      We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
references to our firm under the headings "Certain Income Tax Consequences --
United States" and "Validity of Securities" in the Registration Statement.

                                    Very truly yours,

                                    /s/  SIMPSON THACHER & BARTLETT LLP

                                    SIMPSON THACHER & BARTLETT LLP