EXHIBIT 5.1

                      [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 VALIDITY OF THE SHARES ISSUED BY
           COPA HOLDINGS, S.A.

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 offer and proposed sale of the Company's Class A Common
Stock, without par value, of which 14,000,000 shares will be sold by each of
Continental Airlines and Compania Panamena de Aviacion, S.A. (Copa), in
accordance with the Underwriting Agreement to be entered into among the
Company, the Selling Shareholders and a group of underwriters represented by
Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. (the
"Representatives"). An additional 2,100,000 shares may be sold by the
Company in connection with the over-allotment option, as contemplated by
the Company's Registration Statement on Form F-1 (No.333-129967), filed with
the SEC on November 28, 2005 (as amended, the "Registration Statement.")
Except as otherwise defined herein, capitalized terms used herein shall have
the meanings set forth in the Underwriting Agreement.

     We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Registration Statement, the Prospectus, the Articles
of Incorporation, the power of attorney and other such documents, corporate
records and other instruments as we have deemed necessary or advisable for the
purpose of rendering this opinion.  We have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
copies or facsimiles.

     Based upon the foregoing, we are of the opinion that the Company's
Class A shares are duly and validly authorized, legally issued, fully paid
and non-assessable.

     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.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the captions
"Validity of Securities" and "Enforcement of Civil Liabilities" in the
Prospectus constituting a part of the Registration Statement.

                                        Yours Very Truly,

                                        GALINDO, ARIAS & LOPEZ



                                        Ramon Ricardo Arias