EXHIBIT 8.1


                     [LETTERHEAD OF GALINDO, ARIAS & LOPEZ]


                                                 June 15, 2006


Copa Holdings, S.A.
Boulevard Costa del Este
Avenida Principal y Avenida de la Rotonda
Urbanizacion Costa del Este
Complejo Business Park, Torre Norte
Parque Lefevre
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
                  SHARES OF 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 June 15, 2006 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.



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         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

                                            GALINDO, ARIAS & LOPEZ