EXHIBIT 5.1


              [PAUL, WEISS, RIFKIND, WHARTON & GARRISON LETTERHEAD]






                                           November 29, 2001




Carnival Corporation
3655 N.W. 87th Avenue
Miami, FL 33178-2428

                       REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

         In connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by Carnival Corporation (the "Issuer"), a Panama
corporation, with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
under the Act (the "Rules"), we have been requested to render our opinion as to
the legality of the securities being registered. The Registration Statement
relates to the registration under the Act of the sale of (i) $1,051,175,000
aggregate principal amount at maturity of the Issuer's Liquid Yield Option Notes
due 2021 (the "LYONs") and held by certain securityholders, and (ii) 17,446,000
shares (the "Shares") of the Company's Common Stock issuable upon conversion of
the LYONs held by these selling securityholders, plus such additional
indeterminate number of shares as may become issuable upon conversion of the
LYONs by reason of adjustment to the conversion price in certain circumstances.
The LYONs were issued under a Second Supplemental Indenture (the "Second
Supplemental Indenture"), dated as of October 24, 2001, between the Issuer and
the U.S. Bank Trust National Association, as trustee (the "Trustee") and an
Indenture (the "Indenture"), dated as of April 25, 2001, between the Issuer and
the Trustee. Capitalized terms used and not otherwise defined in this letter
have the respective meanings given those terms in the Registration Statement.




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         In connection with this opinion, we have examined originals, conformed
copies or photocopies, certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):

         (i)   the Registration Statement;

         (ii)  the Second Supplemental Indenture;

         (iii) the Indenture;

         (iv)  the LYONs; and

         (v)   the Registration Rights Agreement, dated as of October 24,
               2001, among the Issuer and Merrill Lynch & Co., Merrill Lynch,
               Pierce, Fenner & Smith Incorporated, as the initial purchaser
               (the "Initial Purchaser") (the "Registration Rights
               Agreement").

In addition, we have examined such other certificates, agreements and documents
that we deemed relevant and necessary as a basis for our opinion.

         In our examination of the documents referred to above, and in rendering
our opinion, we have assumed, without independent investigation, (i) the
genuineness of all signatures, (ii) the authenticity of all documents submitted
to us as originals, (iii) the conformity to the original documents of all
documents submitted to us as certified, photostatic, reproduced or conformed
copies of validly existing agreements or other documents and the authenticity of
all the latter documents, (iv) that the statements regarding matters of fact in
the certificates, records, agreements, instruments and documents that we have
examined are accurate and complete and (v) the legal capacity of all individuals
who have executed any of the documents which we examined. We have relied as to
matters of fact upon certificates of officers of the Issuer.

         We have also assumed that (i) the Issuer is validly existing and in
good standing under the laws of the Republic of Panama, (ii) that the Issuer has
all necessary corporate power and authority to enter into and perform its
obligations under the Registration Rights Agreement, the Indenture and the
Second Supplemental Indenture and the LYONs, (iii) that the Indenture and the
Second Supplemental Indenture, the Registration Rights Agreement and the LYONs
have been duly executed and delivered by the parties thereto, (iv) that the
execution, delivery and performance by the Issuer of the Indenture and the
Second Supplemental Indenture, the Registration Rights Agreement and the LYONs
have been duly authorized by all necessary corporate action and do not violate
the Issuer's organizational documents or the laws of Panama, (v) that the
Indenture and the Second Supplemental Indenture are valid and binding
obligations of the Trustee under the laws of its jurisdiction of incorporation
and the State of New York, and of the Issuer under the laws of the Republic of
Panama, and (vi) that the Registration Rights Agreement is a valid and binding
agreement of the Initial Purchaser under the




Carnival Corporation                                                          3

laws of its jurisdiction of incorporation and the State of New York, and of the
Issuer under the laws of the Republic of Panama.

         Based on the foregoing, and subject to the assumptions, exceptions and
qualifications set forth herein, we are of the opinion that the LYONs are valid
and binding obligations of the Issuer under the laws of the State of New York,
enforceable against the Issuer in accordance with their terms.

         Our opinion is subject to the qualification that the enforceability of
the Indenture and the Second Supplemental Indenture, the Registration Rights
Agreement and the LYONs may be (i) subject to bankruptcy, insolvency, fraudulent
conveyance or transfer, reorganization, moratorium and other similar laws
affecting creditors' rights generally and (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding at law or in
equity).

         The opinion expressed above is limited to the laws of the State of New
York. Our opinion is rendered only with respect to the laws, and the rules,
regulations and orders under them, which are currently in effect.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the prospectus included in the Registration Statement. In giving
this consent, we do not 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
                           PAUL, WEISS, RIFKIND, WHARTON & GARRISON