EXHIBIT 5.2


                     [LETTERHEAD OF TAPIA, LINARES Y ALFARO]



November 29, 2001.



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

                       REGISTRATION STATEMENT ON FORM S-3

Dear Sirs:

In connection with the Registration Statement on Form S-3 (the "Registration
Statement") relating to the registration with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
the rules and regulations promulgated thereunder, by Carnival Corporation, a
Panamanian corporation (the "Company") of the sale of (i) $1,051,175,000
aggregate principal amount at maturity of Liquid Yield Option Notes due 2021
(the "LYONs") issued by the Company, 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, we have been requested to render our opinion as to the legality
of the securities being registered thereunder.

The LYONs were issued under a Second Supplemental Indenture (the "Second
Supplemental Indenture"), dated as of October 24, 2001, between the Company and
U.S. 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 LYONs 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 the Second 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




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

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

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.




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Yours very truly,

/s/ Mario E. Correa
Mario E. Correa