[LETTERHEAD OF DICKINSON CRUICKSHANK]
9 March 2006
Carnival Corporation
Carnival Place
3655 N.W. 87th Avenue
Miami
Florida 33178 - 2428
and
Carnival plc
5 Gainsford Street
London, SE1 2NE
United Kingdom
Dear Sirs
REGISTRATION STATEMENT ON FORM S-3 ASR OF CARNIVAL CORPORATION AND CARNIVAL PLC
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1. We are a firm of Isle of Man advocates duly qualified to advise on Isle
of Man law.
In connection with the above-captioned Registration Statement on Form S-3 ASR
("Registration Statement") filed by Carnival Corporation and Carnival
plc on 9 March 2006, with the United States Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, and the
rules and regulations promulgated, we have been asked to provide this
opinion on the Deed of Guarantee between Carnival Corporation and
Carnival plc (under its then name P&O Princess Cruises plc), dated as
of April 17, 2003 (the "Carnival plc Guarantee").
In this opinion references to the "Documents" are references to the
Registration Statement and the Carnival plc Guarantee.
2. The Assumptions
In rendering the opinion stated below we have, with your permission, made the
following assumptions:
2.1 that each party to the Documents is duly incorporated and organised,
validly existing and in good standing under the laws of its
jurisdiction of incorporation or the jurisdiction of its principal
place of business and has or had full power and capacity and authority
to enter into the Documents and to exercise its rights and perform its
obligations thereunder, and all corporate and other action required to
authorise the execution of the same and the performance of its
obligations thereunder has been or will be duly taken;
2.2 that all acts, conditions and things required to be done, fulfilled or
undertaken under any law (including any and all authorisations and
consents of any public authority of any jurisdiction) other than that
of the Isle of Man in respect of the lawful execution delivery or
performance of the Documents and in order to ensure that they are
binding upon and enforceable against the parties have been or will be
done, fulfilled, undertaken or obtained;
2.3 insofar as any obligation under the Documents is to be performed in any
jurisdiction outside the Isle of Man its performance will be legal and
effective in accordance with the law of that jurisdiction;
2.4 that by entering into the Documents the parties thereto are not or will
not be in conflict with or in breach of their constitutional documents
or in breach of or otherwise in violation of any provision of the laws
of the jurisdictions in which they are respectively constituted and
established;
2.5 that none of the parties to the Documents by entering into the
Documents have been or will be in breach of any other agreement to
which it is a party;
2.6 that no circumstances exist which would justify the setting aside of
the Documents by reason of fraud, misrepresentation, mistake or undue
influence;
2.7 that no amendments have been made to the Carnival plc Guarantee.
The making of each of the above assumption indicates that we have assumed that
each matter the subject of each assumption is true correct and complete in
every particular. That we have made an assumption in this opinion does not
imply that we have made any enquiry to verify an assumption. No assumption
specified above is limited by reference to any other assumption.
3. The Opinion
Based upon and subject to the foregoing and subject to the qualifications set
out below, we confirm our opinion that the Carnival PLC Guarantee constitutes
the legal, valid and binding obligations of Carnival PLC enforceable against it
in accordance with its terms.
4. Qualifications
The opinion expressed above is subject to the following qualifications which
are not to be limited by reference to each other:
4.1 The Courts of the Isle of Man would determine in their discretion
whether or not any provision of any document may be severed from the
other provisions thereof on account of invalidity illegality or
unenforceability in order to save the other provisions thereof.
4.2 Where any obligation of any person is to be performed in any
jurisdiction outside of the Isle of Man, such obligation may not be
enforceable under the law of the Isle of Man to the extent that the
performance thereof would be illegal or contrary to public policy under
the laws of that foreign jurisdiction.
4.3 The Courts of the Isle of Man might not give effect to any indemnity
for legal costs incurred by a litigant as costs will be in the court's
discretion.
4.4 The effectiveness of any term exculpating a party from a liability or
duty otherwise owed may be limited by law.
4.5 Whilst an Isle of Man court has power to give judgment expressed as an
order to pay in a currency other than pounds sterling, it may decline
to do so in its discretion.
4.6 Our opinion is subject to any limitations arising from bankruptcy,
insolvency, liquidation, reorganisation, court schemes, moratoriums and
similar laws affecting the rights of creditors generally.
4.7 Enforcement may be limited by general principles of private
international law and of equity. Equitable remedies are available only
at the discretion of the court and are not available where damages are
considered to be an adequate remedy.
4.8 A foreign judgement could not form the basis of an action in the Isle
of Man without a re-trial or re-examination of the matters thereby
adjudicated upon if such judgment were obtained by fraud or in a manner
contrary to natural justice or if the enforcement were contrary to Isle
of Man public policy. Enforcement may be withheld if the relevant
judgment is not a final and conclusive money judgment being both
unrelated to taxation and free of conflict with any other judgment in
the same cause of action.
4.9 Claims may be or become statute-barred under the Limitation Acts of the
Isle of Man or become subject to a defence of set-off or counterclaim.
4.10 Any provision as to payment of default interest or agreed compensation
contained in any document may be unenforceable to the extent that any
element of interest or agreed compensation constitutes a penalty rather
than a compensatory amount.
4.11 If proceedings were commenced in the Isle of Man courts any provision
in any document to the effect that calculations and/or certifications
and/or determinations will be conclusive and binding will not be
effective in Manx law if such calculations and/or certifications and/or
determinations are fraudulent or erroneous on their face or manifestly
inaccurate and will not necessarily prevent judicial enquiry into the
merits of any claim by any party to any such document respecting any
such calculation, certification or determination.
4.12 Under Isle of Man law the terms of an agreement under hand may be
varied by oral or written agreement of the parties and this should be
borne in mind if proceedings are intended to be brought in the Isle of
Man courts.
4.13 As regards any provision in any document relating to jurisdiction, the
Isle of Man courts may stay proceedings if concurrent proceedings are
being brought elsewhere.
4.14 Any clause in any document which provides that remedies in the courts
of enforcement shall not be affected by any invalidity under other laws
could be seen to contemplate the ousting of the jurisdiction of the
court by the parties; a Manx court would be unlikely to permit parties
to contract out of the invalidating effect of a foreign law where it is
material to the transaction envisaged by any document.
4.15 Save as otherwise specifically stated herein this opinion addresses law
and not fact.
4.16 We do not purport to be experts on and do not purport to be generally
familiar with or qualified to express legal opinions based on any law
other than the laws of the Isle of Man and accordingly express no legal
opinion herein based upon any law other than the laws of the Isle of
Man in force at the date hereof.
4.17 Our opinion is limited to the present laws of the Isle of Man and the
present practice of the Isle of Man courts and is limited to facts and
circumstances known to us and subsisting at the date hereof.
4.18 This opinion is given on the basis that it will be governed and
construed in accordance with the laws of the Isle of Man, is solely for
the benefit of the persons to whom it is addressed and their legal
advisers and is not to be disclosed to or relied upon by any other
person or for any other purpose nor is it to be quoted or made public
in any way, expect that we hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the use of our name
in the Registration Statement and in the Prospectus therein as the same
appears in the caption "Legal Matters". It is strictly limited to the
matters stated herein and does not extend to, and is not to be extended
by implication, to any other matters.
Yours faithfully,
/s/ DICKINSON CRUICKSHANK
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DICKINSON CRUICKSHANK