EXHIBIT 5.2



                     [LETTERHEAD OF TAPIA, LINARES Y ALFARO]


September 6, 2001.


Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
U.S.A.


                       Registration Statement on Form S-3
                           REGISTRATION NO. 333-62950


Dear Sirs:

In connection with the above-captioned Registration Statement on Form S-3 (the
"Registration Statement") filed by Carnival Corporation, a Panamanian
corporation (the "Company"), 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 the sale of
(i) $600,000,000 aggregate principal amount of the Company's 2% Convertible
Senior Debentures due 2021 (the "Debentures") held by certain securityholders,
and (ii) 15,400,000 shares (the "Shares") of the Company's Common Stock issuable
upon conversion of the Debentures held by certain selling securityholders, plus
such additional indeterminate number of shares as may become issuable upon
conversion of the Debentures by reason of adjustment to the conversion price in
certain circumstances.

The Debentures were issued under a First Supplemental Indenture (the
"Supplemental Indenture"), dated as of April 25, 2001, between the Company and
US Bank Trust National Association, as trustee (the "Trustee"), and an Indenture
(the "Indenture"), dated as of April 25, 2001, between the Company and the
Trustee. The Debentures and the Shares are hereinafter called, collectively, the
"Securities."

In this connection we have examined (i) originals, photocopies or conformed
copies of the Registration Statement, including the exhibits and amendments
thereto, (ii) the Indenture and




Carnival Corporation
Page 2


Supplemental  Indenture  filed as exhibits to the  Registration  Statement,  and
(iii) records of certain of the  Company's  corporate  proceedings  relating to,
among other things,  the 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 Indenture
and the Supplemental Indenture have been duly authorized by the parties thereto
other than the Company, and has been executed and delivered by the Trustee, and
(ii) the Indenture and the Supplemental Indenture do represent a valid and
binding obligation of the Trustee under the laws of its jurisdiction of
incorporation and the State of New York.

Based on the foregoing, we are of the opinion that:

1.   The execution and delivery of the Indenture and the Supplemental Indenture,
     the performance of the Company's obligations hereunder, the execution,
     issuance and delivery of the Securities, as applicable, and the performance
     of the Company's obligations thereunder have been duly authorized by the
     Company.

2.   The Debentures represent valid and binding obligations of the Company,
     enforceable against the Company in accordance with the terms of their
     terms, the provisions of the Indenture and the Supplemental Indenture,
     except that such enforceability may be subject to (a) bankruptcy,
     insolvency, fraudulent conveyance, reorganization, moratorium or other
     similar laws affecting creditors' rights generally, and (b) general
     principles of equity (regardless of whether such enforcement is considered
     in a proceeding in equity or at law).

3.   The Shares issuable upon conversion of the Debentures have been duly
     authorized and reserved for issuance and will be validly issued, fully paid
     and nonassessable, when issued upon conversion of the Debentures in
     accordance with the terms of the Debentures, the Indenture and the
     Supplemental Indenture.

4.   Neither distributions to the holders of the Shares nor the interest paid on
     the Debentures 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.

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.



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Page 3


We hereby consent to the use of our name in the Registration Statement and in
the Prospectus therein, 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,


/s/ Mario E. Correa

Mario E. Correa

MEC/ocb