Exhibit 5.2


                             
                                                   LONDON
                                                   65 Fleet Street
                                                   London EC4Y 1HS
             P&O Princess Cruises plc        T +   44 20 7936 4000
             77 New Oxford Street     Direct T +
             London WC1A 1PP                 F +   44 20 7832 7001
             England                  Direct F +
                                          G4 F +   44 20 7936 3960
                                                   LDE No 23

             





[              ] 2003



Dear Sirs



Joint Registration Statement on Form F-4/S-4 (Registration No. 333-102443)



1. In connection with the above mentioned Joint Registration Statement on Form
   S-4/F-4 (the "Registration Statement") filed by P&O Princess Cruises plc
   (the "Company") and Carnival Corporation ("Carnival") with the United States
   Securities and Exchange Commission (the "SEC") 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 ordinary shares of $0.50 each in the capital of the
   Company, to be consolidated and sub-divided into new ordinary shares of
   $1.66 in the capital of the Company (the "Ordinary Shares") being registered
   thereunder. We express no opinion as to the legality of shares in issue or
   being issued by Carnival. The Registration Statement relates to the
   registration under the Act of the Ordinary Shares deemed offered to
   shareholders of the Company by virtue of the shareholder vote to be held at
   the extraordinary general meeting of the Company's shareholders to approve,
   inter alia, a dual listed company transaction with Carnival (the "DLC
   Transaction").



2. We are acting as English legal advisers to the Company for the purposes of
   giving this opinion. In so acting, we have examined:



       (i)the Registration Statement to be filed under the Act;



      (ii)a copy of the current Memorandum and Articles of Association of the
          Company in force as at 7 May 2002;



     (iii)a copy of the Company's Certificate of Incorporation dated 19 July
          2000 issued by the Registrar of Companies of England and Wales;



      (iv)a certificate dated 7 February 2003 issued by the Registrar of
          Companies of England and Wales (the "Certificate of Good Standing")
          certifying that:


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       "P&O Princess Cruises plc was incorporated under the Companies Act 1985
       as a public company on 19th July 2000. According to the documents on the
       file of the company in the custody of the Registrar of Companies, the
       company has been in continuous and unbroken existence since the date of
       its incorporation. No action is currently being taken by the Registrar
       of Companies for striking the company off the register and dissolving it
       as defunct, and as far as the Registrar is aware:



       (a)the company is not in liquidation or subject to an administration
          order, and



       (b)no receiver or manager of the company's property has been appointed";
          and



    (v)a certificate issued to us by the Company Secretary of the Company dated
       . 2003,



and relied upon the statements as to factual matters contained in or made
pursuant to each of the above mentioned documents.



3. In considering the above documents and rendering this opinion we have with
   your consent and without any further enquiry assumed:



    (a)the genuineness of all signatures on, and the authenticity and
       completeness of, all documents submitted to us whether as originals or
       copies;



    (b)the conformity to originals of all documents supplied to us as
       photocopies or facsmile copies;



    (c)that each of the statements contained in a certificate of the Company
       Secretary of the Company dated              2003 is true and correct as
       at the date hereof;



    (d)that entering into or performing any of the above documents neither
       constitutes, nor is part of, a regulated activity carried on by any
       person in contravention of section 19 of the Financial Services and
       Markets Act 2000 (FSMA);



    (e)that none of the above documents have been or will be entered into:



       (i)in consequence of any communication in relation to which there has
          been a contravention of section 21 of the FSMA; or



      (ii)with a person who is authorised for the purposes of the FSMA, in
          consequence of something said or done by another person in the course
          of a regulated activity carried on by that person in contravention of
          section 19 of the FSMA;



    (f)that the information revealed by our search [today] (carried out by us
       or by ICC Information Ltd. on our behalf) of the public documents of the
       Company kept at the Registrar of Companies of England and Wales was
       accurate in all respects and has not since the time of such search been
       altered;



    (g)that the information revealed by our oral enquiry [today] of the Central
       Registry of Winding up Petitions was accurate in all respects and has
       not since the time of such enquiry been altered;



    (h)that the Certificate of Good Standing dated [7 February] 2003 and issued
       by the Registrar of Companies of England and Wales was validly issued
       and accurate in all respects;



    (i)the Company has and will not make a payment out of capital in respect of
       the purchase of its own shares which would cause a liability to be
       incurred by shareholders under section 76 of the Insolvency Act 1986;



    (j)the holders of the Company's Ordinary Shares have and will not receive
       any dividends or other form of distribution which constitutes an
       unlawful distribution pursuant to common law and/or Part VIII of the
       Companies Act 1985;



    (k)there is no actual or implied additional contractual relationship
       between the Company and the holders of its Ordinary Shares, except for
       the Articles of Association of the Company;



    (l)the Company has had appropriate shareholder and other necessary
       authorities or approvals in place prior to or simultaneous with each
       allotment and/or issue of its Ordinary Shares;





    (m)the consolidation and sub-division of the Ordinary Shares will be
       properly performed as described in the Registration Statement and as
       described in the Company's circular to its shareholders dated . 2003
       with all necessary shareholder (and any other) approvals or other
       authorities in place; and



    (n)each of the foregoing assumptions will be true and accurate at and
       immediately prior to the time of . .



4. Based and relying solely upon the foregoing, we confirm that, in our opinion:



       (i)The Company is duly incorporated and the Registrar of Companies of
          England and Wales has issued the Certificate of Good Standing on [7
          February] 2003.



      (ii)The Company's Ordinary Shares are validly issued, fully paid and
          non-assessable.



For the purposes of this opinion, we have assumed that the term
"non-assessable" in relation to the Ordinary Shares means under English law
that holders of such Ordinary Shares, in respect of which all amounts due on
such Ordinary Shares as to the nominal amount and any premium thereon have been
fully paid, will be under no further obligation to contribute to the
liabilities of the Company solely in their capacity as holders of such Ordinary
Shares.



This opinion is limited to English law as currently applied by the English
courts and is given on the basis that it will be governed by and construed in
accordance with current English law. Accordingly, we express no opinion with
regard to any system of law other than the law of England as currently applied
by the English courts.



We hereby consent to the use of our name in the Registration Statement and to
the filing of this opinion as Exhibit 5.2 to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required by the Act or by the rules and regulations
promulgated thereunder.



This opinion is given to you solely for your benefit and for the purposes of
the Registration Statement to be filed under the Act. It is not to be
transmitted to any other person nor is it to be relied upon by any other person
or for any purposes or quoted or referred to any public document without our
prior written consent, except that we consent to the filing of this opinion as
an exhibit to the Registration Statement.



Yours faithfully