[LETTERHEAD OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP]
March 9, 2006
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
U.S.A.
Carnival plc
5 Gainsford Street
London, SE1 2NE
United Kingdom
REGISTRATION STATEMENT ON FORM S-3 ASR
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Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 ASR (the
"Registration Statement") of Carnival Corporation (the "Company") and Carnival
plc ("Carnival plc") filed today with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations thereunder (the "Rules"), you have asked us to furnish our opinion
as to the legality of the securities being registered under the Registration
Statement. The Registration Statement relates to the registration under the Act
of (i) the Company's senior debt securities ("Senior Debt Securities") and
subordinated debt securities ("Subordinated Debt Securities" and, together with
the Senior Debt Securities, the "Debt Securities"), consisting of notes,
debentures and/or other evidences of indebtedness denominated in United States
dollars or any other currency, (ii) the Company's Warrants (the "Warrants" and,
collectively with the Debt Securities, the "Securities"), (iii) shares of
Preferred Stock (including shares issued upon conversion of Debt Securities) of
the Company, par value $.01 per share (the "Preferred Stock"), (iv) shares of
the Common Stock (including shares to be issued upon conversion of the Debt
Securities or the Preferred Stock) of the Company, par value $.01 per share
(the "Common Stock"), (v) trust shares of beneficial interest in the P&O
Princess Special Voting Trust ("Trust Shares"), a trust established under the
laws of the Cayman Islands, and (vi) the guarantee by Carnival plc of the Debt
Securities pursuant to the Carnival plc Deed of Guarantee between the Company
and Carnival plc, dated as of April 17, 2003. The Securities, the Preferred
Stock, the Common Stock, the Trust Shares and the guarantee are being
registered for offering and sale from time to time as provided by Rule 415
under the Act.
The Senior Debt Securities are to be issued under an Indenture, dated
as of April 25, 2001, between the Company and U.S. Bank, National Association
("U.S. Bank"), as Trustee (the "Senior Debt Indenture"). The Subordinated Debt
Securities are to be issued under an indenture to be entered into between the
Company and the trustee under it (the "Subordinated Debt Indenture" and,
together with the Senior Debt Indenture, the "Indentures"). The Warrants are to
be issued under warrant agreements, each between the Company, as issuer, and a
warrant agent (collectively, the "Warrant Agreements").
In connection with the furnishing of this opinion, we have examined
(i) originals or copies certified or otherwise identified to our satisfaction
of the Registration Statement (including the exhibits and amendments to it) and
(ii) the Senior Indenture and the form of the Subordinated Indenture filed as
exhibits to the Registration Statement. In addition, we have made such other
examinations of law and fact as we considered necessary in order to form a
basis for our opinion. We have also relied upon the certificates of public
officials and the officers of the Company.
In our examination of the documents referred to above, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the documents
reviewed by us, the authenticity of all documents submitted to us as originals,
the conformity to the originals of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or
other documents, the authenticity of all the latter documents and that the
statements regarding matters of fact in the certificates, records, agreements,
instruments and documents that we have examined are accurate and complete.
In rendering the opinion set forth below, we have assumed that (i) the
Company has been duly organized and is validly existing in good standing under
the laws of the Republic of Panama, (ii) the Company has the legal power and
authority to enter into and perform its obligations under the Indentures, the
Warrant Agreements and the Securities, (iii) the execution, delivery and
performance by the Company of the Indentures, the Warrant Agreements and the
Securities will not conflict with or violate the charter or by-laws of the
Company, the laws of Panama or the terms of any agreement or instrument to
which the Company is subject, (iv) the Senior Debt Indenture has been duly
authorized, executed and delivered by the parties to it, (v) the Subordinated
Debt Indenture shall have been duly authorized, executed and delivered by the
parties to it in substantially the form filed as an exhibit to the Registration
Statement, (vi) the Senior Debt Indenture does, and the Subordinated Debt
Indenture, when so executed and delivered, will, represent a valid and binding
obligation of the appropriate trustee under the laws of its jurisdiction of
incorporation and the State of New York and of the Company under the laws of
the Republic of Panama, (vii) the Warrant Agreements will be duly authorized,
executed and delivered by the parties to it, and (ix) the Warrant Agreements,
when so executed and delivered, will represent a valid and binding obligation
of the appropriate Warrant Agent under the laws of its jurisdiction of
incorporation and the State of New York and of the Company under the laws of
the Republic of Panama.
We have also assumed, with respect to the Securities of a particular
series or issuance offered (the "Offered Securities"), that (i) the terms of
issue and sale of the Offered Securities shall have been duly established in
accordance with the appropriate Indenture or Warrant Agreement, as the case may
be, (ii) the Offered Securities shall have been duly authorized, issued and
delivered by the Company and duly authenticated by the Trustee or Warrant
Agent, as the case may be, all in accordance with the terms of the appropriate
Indenture or Warrant Agreement, as the case may be, and against payment by the
purchasers at the agreed consideration and (iii) the Offered Securities, when
so issued, authenticated, delivered and sold, will represent valid and binding
obligations of the Company under the laws of the Republic of Panama. With
regard to such assumptions, we refer you to the opinion of Taipa, Linares y
Alfaro, Panamanian counsel to the Company, filed as Exhibit 5.2 to the
Registration Statement.
Based on the above, and subject to the stated assumptions, exceptions
and qualifications, we are of the opinion that, when issued, authenticated and
delivered, the Offered Securities will be legal, valid and binding obligations
of the Company under the laws of the State of New York enforceable against the
Company in accordance with their respective terms, except as enforceability may
be limited by (a) bankruptcy, insolvency, fraudulent conveyance or transfer,
reorganization, moratorium and other similar laws affecting creditors' rights
generally, (b) subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law) and (c)
requirements that a claim with respect to any Offered Securities denominated
other than in United States dollars (or a judgment denominated other than in
United States dollars in respect of the claim) be converted into United States
dollars at a rate of exchange prevailing on a date determined by applicable
law.
The opinion expressed above is limited to the laws of the State of New
York and the federal laws of the United States of America. Our opinion is
rendered only with respect to the laws, and the rules, regulations and orders
under those laws, that are currently in effect.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" contained in the prospectus included in the Registration Statement. In
giving this consent, we do not thereby admit that we come within the category
of persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
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PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP