EXHIBIT 5.2
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MAPLES AND CALDER
BVI | CAYMAN | HONG KONG | JERSEY | LONDON
Our ref JWA/601575/1446673/vl
The Law Debenture Trust Corporation
(Cayman) Limited Direct: +13458145217
4th Floor Harbour Place Cell: +13455255217
PO Box l034GT E-mail:
103 South Church Street justin.appleyard@maplesandcalder.com
George Town
Grand Cayman
Cayman Islands
1 June, 2005
Dear Sirs
P&O PRINCESS SPECIAL VOTING TRUST
We have acted as Cayman Islands counsel to The Law Debenture Corporation
(Cayman) Limited (the "Trustee") in connection with:
(i) the voting trust deed (the "Trust Deed") dated 17th April, 2003 by and
between Carnival Corporation, a Panamanian corporation ("Carnival
Corporation") and the Trustee, establishing the P&O Princess Special
Voting Trust, a Cayman Islands law trust (the "Trust") and pursuant to
which shares of beneficial interest in the Trust (the "Trust Shares")
have been issued; and
(ii) the registration statement on Form S-8, including all amendments or
supplements thereto, filed on 1 June, 2005 by Carnival Corporation and
Carnival plc, a public limited company incorporated under the laws of
England and Wales, with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act") (the
"Registration Statement") relating to, among other things, the
registration under the Securities Act of 200,000 Trust Shares to be
issued pursuant to the Amended and Restated Carnival Corporation 2001
Outside Director Stock Plan (the "Plan") referred to in the Form S-8.
We are furnishing this opinion as Exhibit 5.2 to the Registration
Statement. Other terms used but not defined in this letter are used as
defined in the Registration Statement or the Trust Deed.
MAPLES AND CALDER
PO Box 309GT, Ugland House South
Church Street
George Town, Grand Cayman
Cayman Islands
Tel: +1 345 949 8066
Fax: +1 345 949 8080
www.maplesandcalder.com
MAPLES AND CALDER
BVI | CAYMAN | HONG KONG | JERSEY | LONDON 2
1 DOCUMENTS REVIEWED
For the purposes of this opinion, we have reviewed only originals, copies or
final drafts of the following documents:
1.1 the Registration Statement; and
1.2 the Trust Deed.
2 ASSUMPTIONS
The following opinion is given only as to, and based on, circumstances and
matters of fact existing and known to us on the date of this opinion. This
opinion only relates to the laws of the Cayman Islands which are in force on the
date of this opinion. We have also relied on the following assumptions, which we
have not independently verified.
2.1 The Trust Deed has been authorised and duly executed and delivered by
or on behalf of Carnival Corporation in accordance with all relevant
laws.
2.2 The Trust Deed is legal, valid, binding and enforceable against
Carnival Corporation and the Trustee in accordance with its terms under
all relevant laws other than the laws of the Cayman Islands.
2.3 Copy documents, conformed copies or drafts of documents provided to us
are true and complete copies of, or in the final forms of, the
originals.
2.4 All signatures, initials and seals are genuine.
2.5 The power, authority and legal right of Carnival Corporation and the
Trustee under all relevant laws and regulations to enter into, execute,
deliver and perform their respective obligations under the Trust Deed
(other than the Trustee under the laws of the Cayman Islands).
2.6 There is nothing under any law (other than Cayman Islands law) which
would or might affect the opinions in this letter. Specifically, we
have made no independent investigation of the laws of England and
Wales, the Republic of Panama or the States of New York or Florida.
3 OPINIONS
Based upon the foregoing and subject to the qualifications set out below and
having regard to such legal considerations as we deem relevant, we are of the
opinion that:
3.1 The Trust is duly established and constitutes a validly existing trust
under the laws of the Cayman Islands.
3.2 The Trust Shares when issued as contemplated under the Registration
Statement and the Plan will be duly authorised for issuance in
accordance with the provisions of the Trust Deed and, on the relevant
entries being made in the Share Register, the Trust Shares will
constitute validly issued,
MAPLES AND CALDER
BVI | CAYMAN | HONG KONG | JERSEY | LONDON 3
fully paid and non-assessable Trust Shares and, in respect of such
Trust Shares, the registered holders will have the rights attributable
thereto as set forth in the Trust Deed.
4 QUALIFICATIONS
The opinions expressed above are subject to the following qualifications:
4.1 Nominal Cayman Islands stamp duty of CI$40 (US$48) may be payable if
the original Trust Deed is brought to or executed in the Cayman
Islands.
4.2 The obligations of the Trustee may be subject to restrictions pursuant
to United Nations sanctions as implemented under the laws of the Cayman
Islands.
4.3 All the beneficiaries under the trust may together terminate the Trust
notwithstanding anything to the contrary in the Trust Deed.
We express no view as to whether the terms of the Trust Deed represent the
intentions of the parties and make no comment with regard to the representations
which may be made by Carnival Corporation or the Trustee. This opinion is given
today and may not be relied on at any later date. This opinion is given for your
benefit for the purposes of the Registration Statement to be filed under the
Securities Act. We hereby consent to filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Opinions" in the Registration Statement. In giving our consent, we do not
thereby admit that we are in the category of persons whose consent is required
under the Securities Act or the Rules and Regulations of the Commission
thereunder.
Yours faithfully
/s/ Maples and Calder
MAPLES and CALDER