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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/24/21 Carnival Corp. 8-K:8,9 2/24/21 15:675K Toppan Merrill/FA Carnival plc |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 69K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 149K 3: EX-5.1 Opinion of Counsel re: Legality HTML 12K 4: EX-5.2 Opinion of Counsel re: Legality HTML 20K 5: EX-5.3 Opinion of Counsel re: Legality HTML 38K 11: R1 Cover HTML 67K 13: XML IDEA XML File -- Filing Summary XML 14K 10: XML XBRL Instance -- tm217456d4_8k_htm XML 34K 12: EXCEL IDEA Workbook of Financial Reports XLSX 6K 7: EX-101.DEF XBRL Definitions -- ccl-20210224_def XML 81K 8: EX-101.LAB XBRL Labels -- ccl-20210224_lab XML 115K 9: EX-101.PRE XBRL Presentations -- ccl-20210224_pre XML 76K 6: EX-101.SCH XBRL Schema -- ccl-20210224 XSD 17K 14: JSON XBRL Instance as JSON Data -- MetaLinks 28± 38K 15: ZIP XBRL Zipped Folder -- 0001104659-21-027479-xbrl Zip 71K
Exhibit 5.1
[TAPIA, LINARES Y ALFARO LETTERHEAD]
Carnival Corporation
3655 N.W. 87th Avenue
U.S.A.
| RE: | Registration Statement on Form S-3 |
Dear Sirs:
In connection with the Registration Statement No. 333-252433 and 333-252433-01 on Form S-3ASR (the “Registration Statement”), filed by Carnival Corporation (the “Company”) and 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, which relates to, among other things, the registration of 40,450,619 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”) to be issued pursuant to an equity offering (the “Equity Offering”), we have been requested to render our opinion as to the legality of the Shares being registered thereunder.
In this connection, we have examined (i) originals, photocopies or conformed copies of the Equity Offering, (ii) the Third Amended and Restated Articles of Incorporation and By-Laws of the Company, each as amended to date, and (iii) records of certain of the Company’s corporate proceedings. In addition, we have made such other examinations of law and fact as we have considered necessary in order to form a basis of the opinions 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, and the conformity to originals of all documents submitted to us as photocopies or conformed copies. We have relied as to matters of fact upon declarations and certificates of officers of the Company.
Based on the foregoing, we are of the opinion that:
| 1. | The Company is duly incorporated and validly existing as a corporation in good standing under the laws of the Republic of Panama. |
C:
Carnival Corporation
Page 2
| 2. | The Common Stock have been duly and legally authorized for issuance, and such shares, when issued and delivered by the Company on the terms and conditions described in the Equity Offering and paid for in accordance with the terms and provisions of the Equity Offering, will be validly issued, fully paid and non-assessable. |
| 3. | The Common Stock, when issued and delivered by the Company on the terms and conditions described in the Equity Offering and paid for in accordance with the terms and provisions of the Equity Offering, will be paired with one trust share of beneficial interest in the P&O Princess Special Voting Trust, or any successor 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 all references to our firm in the Registration Statement and in the prospectus therein, and to the filing by the Company 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 the rules and regulations promulgated thereunder.
Very truly yours,
TAPIA, LINARES Y ALFARO
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 2/24/21 | 424B5 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/28/21 Carnival Corp. S-8 6/28/21 5:186K Donnelley … Solutions/FA 6/28/21 Carnival Corp. 424B5 1:792K Toppan Merrill/FA |