[LETTERHEAD OF TAPIA, LINARES Y ALFARO]
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
Re: Registration Statement On Form S-3
---------------------------------------
Dear Sirs:
In connection with the above-captioned Registration Statement on Form S-3 (the
"Registration Statement") filed by Carnival Corporation, a corporation
incorporated under the laws of the Republic of Panama (the "Company"), and
Carnival plc, a public limited company incorporated under the laws of England
and Wales ("Carnival plc"), with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations promulgated thereunder, we have been requested to render our
opinion as to the legality of the securities being registered thereunder. 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"), (iii) shares of
Common Stock (including shares to be issued upon conversion of the Debt
Securities) of the Company, par value $.01 per share (the "Common Stock"), (iv)
shares of Preferred Stock (including shares to be issued upon conversion of the
Debt Securities) of the Company, par value $.01 per share (the "Preferred
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, which Trust Shares are paired with the shares of the Company's Common
Stock on a one-for-one basis which represent a beneficial interest in a special
voting share of Carnival plc (the "Voting Trust Deed"), and (vi) a guarantee by
Carnival plc of the Company's contractual monetary obligations under the some
or all 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 "Carnival
plc Guarantee"). The Preferred Stock, the Debt Securities, Warrants, and Common
Stock, are hereinafter together referred to as the "Securities". The
Securities, the Trust Shares and the Carnival plc Guarantee are being
registered for offering and sale from time to time pursuant to Rule 415 under
the Act.
Carnival Corporation
March 9, 2006
Page 2
- -------------------------------------------------------------------------------
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 Indenture"). The Subordinated Debt Securities
are to be issued under an indenture (the "Subordinated Indenture") to be
entered between the Company and a trustee to be named in the applicable
prospectus supplement (the "Subordinated Trustee") (the Subordinated Indenture
together with the Senior Indenture, are hereinafter referred to as the
"Indentures"). The Warrants are to be issued pursuant to either a warrant
agreement relating to Warrants to purchase Debt Securities or a warrant
agreement relating to the purchase of other types of Warrants, each between the
Company, as issuer, and a warrant agent (collectively, the "Warrant
Agreements").
In this connection we have examined (i) originals, photocopies or conformed
copies of the Registration Statement, including the exhibits and amendments
thereto, (ii) the forms of the Indentures, the Carnival plc Guarantee, and the
Voting Trust Deed filed as exhibits to the Registration Statement, and (iii)
records of certain of the Company's corporate proceedings relating to, among
other things, the proposed issuance and sale of the Securities. In addition, we
have made such other examinations of law and fact as we considered necessary in
order to form a basis for the opinion hereinafter expressed. In connection with
such investigation, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as photocopies or conformed copies.
We have relied as to matters of fact upon certificates of officers of the
Company.
In rendering the opinion set forth below, we have assumed that (i) the Senior
Indenture has been duly authorized by the parties thereto other than the
Company, and has been executed and delivered by U.S. Bank, (ii) the
Subordinated Indenture shall have been executed and delivered by the parties
thereto other than the Company in substantially the form filed as an exhibit to
the Registration Statement, (iii) the Senior Indenture does, and the
Subordinated 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, with respect to the
Senior Indenture, and the applicable jurisdiction of governing law of the
Subordinated Indenture, with respect to the Subordinated Indenture (iv) the
Warrant Agreements will be duly authorized, executed and delivered by the
parties thereto, (v) the Warrant Agreements, when so executed and delivered,
will represent a valid and binding obligation of the appropriate thereunder
Warrant Agent under the laws of its jurisdiction of incorporation and
applicable jurisdiction of governing law of such Warrant Agreements, (vi) the
Carnival plc Guarantee is a valid and binding obligation of Carnival plc under
the laws of its jurisdiction of incorporation and the Isle of Man, has been
Carnival Corporation
March 9, 2006
Page 3
- -------------------------------------------------------------------------------
duly authorized by all necessary corporate action by Carnival plc and duly
executed and delivered by Carnival plc, (vii) the Voting Trust Deed is a valid
and binding obligation of The Law Debenture Trust Corporation (Cayman) Limited
under the laws of its jurisdiction of incorporation and the Cayman Islands, has
been duly authorized by all necessary corporate action by The Law Debenture
Trust Corporation (Cayman) Limited and duly executed and delivered by The Law
Debenture Trust Corporation (Cayman) Limited. We have also assumed that the
Securities, except shares of Common Stock and Preferred Stock, of a particular
issuance offered will be duly executed, issued, authenticated and delivered,
and sold as described in the Registration Statement.
Based on the foregoing, we are of the opinion that:
1. The execution and delivery of the Indentures, the Voting Trust Deed and
Warrant Agreements, the performance of the Company's obligations
thereunder, the execution, issuance and delivery of the Senior Debt
Securities, Subordinated Debt Securities, Trust Shares and Warrants, as
applicable, and the performance of the Company's obligations thereunder
have been duly authorized by the Company.
2. The Indentures, when duly executed and delivered, and the Senior Debt
Securities and Subordinated Debt Securities, as applicable, when duly
issued, authenticated, delivered and paid for, as contemplated in the
Registration Statement and in accordance with the terms of the
respective Indenture, will represent valid and binding obligations of
the Company, enforceable against the Company in accordance with their
respective terms, except that such enforceability may be subject to (a)
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws affecting creditors' rights generally,
(b) general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law) and, (c) requirements
that a claim with respect to any Debt Securities denominated other than
in United States dollars (or a judgment denominated other than in United
States dollars in respect of such claim) be converted into United States
dollars at a rate of exchange prevailing on a date determined pursuant
to applicable law.
3. The Warrant Agreements, when duly executed and delivery, and the
Warrants when duly issued, authenticated, delivered and paid for, as
contemplated in the Registration Statement and in accordance with the
terms of the respective Warrant Agreement, will represent valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except that such enforceability
may be subject to (a) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws affecting creditors,
rights generally, (b) general principles of equity (regardless of
Carnival Corporation
March 9, 2006
Page 4
- -------------------------------------------------------------------------------
whether such enforcement is considered in a proceeding in equity or at
law) and, (c) requirements that a claim with respect to any Warrants
denominated other than in United States dollars (or a judgment
denominated other than in United States dollars in respect of such
claim) be converted into United States dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law.
4. The shares of Common Stock are either duly authorized, validly issued,
fully paid and non-assessable or, when issued and sold as contemplated
in the Registration Statement and any prospectus supplement relating
thereto, against payment of the consideration fixed therefor by the
Board of Directors or a committee thereof, and assuming that the Company
at such time has a sufficient number of authorized but unissued shares
of Common Stock remaining under its Articles of Incorporation, will be
duly authorized, validly issued, fully paid and nonassessable.
5. The shares of Preferred Stock, when issued and sold as contemplated in
the Registration Statement and any applicable prospectus supplement and
the provisions of an applicable Certificate of Designation that has been
duly adopted by the Board of Directors and duly filed in accordance with
Panama law and against payment of the consideration fixed therefor by
the Board of Directors or a duly authorized committee thereof, and
assuming that the Company at such time has a sufficient number of
authorized but unissued shares of Preferred Stock remaining under its
Articles of Incorporation, will be validly issued, fully paid and
nonassessable.
6. The shares of Common Stock and Preferred Stock issuable upon conversion
of the Debt Securities will be duly authorized and reserved for issuance
and will be validly issued, fully paid and nonassessable, assuming the
execution, authentication, issuance and delivery of the Debt Securities
and conversion of the Debt Securities in accordance with the terms of
any Indenture or any supplement or officers' certificate thereto and
assuming that the Company at such time has a sufficient number of
authorized but unissued shares of Common Stock and Preferred Stock
remaining under its Articles of Incorporation.
7. Neither distributions to the holders of shares of Common Stock or
Preferred Stock nor the interest paid on the Debt Securities will be
subject to taxation under the laws of Panama. Also, the Company's income
will not be subject to significant taxation under the laws of Panama, as
long as the Company's income is produced outside the territory of the
Republic of Panama.
8. The Company is duly incorporated and validly existing as a corporation
in good standing under the laws of the Republic of Panama.
Carnival Corporation
March 9, 2006
Page 5
- -------------------------------------------------------------------------------
9. The Company has full power and authority under the laws of the Republic
of Panama and its Articles of Incorporation to execute, deliver and
perform its obligations under the Debt Securities, the Indentures, the
Warrant Agreements, the Voting Trust Deed, and the Carnival plc
Guarantee and to issue and deliver the Common Stock, the Preferred
Stock, the Trust Shares and the Debt Securities.
10. The execution, delivery and performance by the Company under the Debt
Securities, the Indentures, the Warrant Agreements, the Voting Trust
Deed, and the Carnival plc Guarantee do not violate the Articles of
Incorporation, Bylaws or other organizational documents of the Company
or the laws of the Republic of Panama applicable thereto.
We are members of the Bar of the Republic of Panama. We express no opinion as
to matters of law other than the laws of the Republic of Panama.
We hereby consent to the use of our name in the Registration Statement and in
the Prospectus therein as the same appears in the caption "Legal Matters" and
to the use of this opinion as an exhibit to 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 by the rules and regulations
promulgated thereunder.
Yours very truly,
TAPIA, LINARES Y ALFARO
/s/ Mario E. Correa
- ---------------------
Mario E. Correa