Exhibit 5.1

                                 March 21, 2002

Callaway Golf Company
2180 Rutherford Road
Carlsbad, California  92008-7328

      Re:   Registration Statement on Form S-8
            Callaway Golf 1995 Employee Stock Incentive Plan

Ladies and Gentlemen:

      I have prepared the Registration Statement on Form S-8 ("Registration
Statement") to be filed by Callaway Golf Company, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission on or about the date
hereof in connection with the registration of 1,500,000 shares of the Company's
Common Stock, par value $.01 per share, which may be issued to employees under
the 1995 Employee Stock Incentive Plan (the "Plan"). In connection with said
registration, I have reviewed the proceedings of the Board of Directors of the
Company relating to the registration and proposed issuance of the Common Stock,
the Certificate of Incorporation of the Company and the Bylaws of the Company.
In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, and the conformity
to authentic original documents of all documents submitted to me as copies.

      I am opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, and I express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or any other laws, or as to any matters of municipal law
or the laws of any other local agencies within the state.

      Subject to the foregoing, upon completion of the proceedings being taken
or contemplated by the Company to be taken prior to the issuance and sale of the
aforesaid shares pursuant to the Plan, and upon completion of the proceedings
being taken in order to permit such transactions to be carried out in accordance
with the applicable securities laws, the aforesaid shares, when issued and sold
in the manner referred to in the Plan and the Registration Statement, will be
legally and validly issued, fully-paid and non-assessable.

      I hereby consent to filing this opinion as an exhibit to the Registration
Statement.

                                          Very truly yours,

                                          /s/ BRIAN P. LYNCH

                                          Brian P. Lynch
                                          Senior Corporate Counsel