EX-5 3 ex5-1forms8_041703.txt EXHIBIT 5.1 EXHIBIT 5.1 ----------- LONDON 65 Fleet Street Carnival plc London, EC4Y 1HS Carnival House 5 Gainsfold Street T + 44 20 7936 4000 London Direct T + SE21 2NE F + 44 20 7832 7001 Direct F + G4 F + 44 20 7936 3960 LDE No 23 E www.freshfields.com DOC ID / OUR REF MSR/BE/SN YOUR REF CLIENT MATTER NO. 115283-0012 17 April 2003 Dear Sirs Registration Statement on Form S-8 1. In connection with the above mentioned Registration Statement on Form S-8 (the "Registration Statement") filed by Carnival plc (previously known as P&O Princess Cruises plc, the "Company") 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 special voting share of 1 pound in the capital of the Company that was issued as part of the combination with Carnival Corporation plc ("Carnival") effected on 17 April 2003 through the use of a dual listed company structure (the "Special Voting Share"). 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 certified copy of the Offer and Implementation Agreement entered into between Carnival and the Company and dated as of 8 January 2003 (the "Offer and Implementation Agreement"); (iii) a copy of the new Memorandum and Articles of Association of the Company approved at the Company's extraordinary general meeting held on 16 April 2003 and in force as at 17 April 2003; (iv) a copy of the Company's Certificate of Incorporation dated 19 July 2000 issued by the Registrar of Companies of England and Wales; (v) a certificate dated 17 April 2003 issued by the Registrar of Companies of England and Wales (the "Certificate of Good Standing") certifying that: "The Company was incorporated under the Companies Act 1985 as a public company on 19th July 2000. According to the documents on the LB754431/6+ 000000-0000 DM 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"; (vi) an extract of minutes of a meeting of the Board of the directors of the Company held on 11 March 2003 authorising the issue and allotment of the Special Voting Share to Carnival plc at or prior to Closing (as defined in the Offer and Implementation Agreement); and (vii) a certificate issued to us by the Company Secretary dated 17 April 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 facsimile copies; (c) that each of the statements contained in a certificate of the Company Secretary dated 17 April 2003 is true and correct as at the date hereof; (d) that the information revealed by our search on the date of this letter (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; (e) that the information revealed by our oral enquiry on the date of this letter of the Central Registry of Winding up Petitions was accurate in all respects and has not since the time of such enquiry been altered; (f) that the Certificate of Good Standing dated 17 April 2003 and issued by the Registrar of Companies of England and Wales was validly issued and accurate in all respects; and (g) the meeting of the board of directors of the Company to authorise the issue and allotment of the Special Voting Share was properly convened, quorate and properly held and the extract of the minutes of that meeting referred to in 2(vi) LB754431/6+ 000000-0000 Page 2 above is a true and accurate description of the resolution passed at that meeting and the resolution remains in force and has not been revoked. 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 17 April 2003. (ii) The Special Voting Share has been duly authorized and validly issued in accordance with the Offer and Implementation Agreement and is fully paid and non-assessable. For the purposes of the opinion, we have assumed that the term "non-assessable" in relation to the Special Voting Share means under English law that the holder of such share, in respect of which all amounts due on such share 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 its capacity as holder of such share. 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 5.1 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 for your benefit and for the purposes of the Registration Statement to be filed under the Act. Yours faithfully /s/ Freshfields Bruckhaus Deringer ---------------------------------- LB754431/6+ 000000-0000 Page 3