EXHIBIT 8.1
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                                 March 31, 2004




Carnival plc
Carnival House
5 Gainsford Street
London, SE1 2NE

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

                       REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

                  We have acted as United States federal income tax counsel for
Carnival Corporation, a Panamanian corporation (the "Company"), and Carnival
plc, a public limited company existing under the laws of England and Wales (the
"Guarantor," and together with the Company, the "Issuers"), in connection with
the Registration Statement on Form S-4 (the "Registration Statement") filed with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and the rules and regulations thereunder. The
Registration Statement relates to the registration under the Securities Act of
the Company's 3.75% Senior Notes due 2007 (the "Exchange Notes") and the
guarantee of the Exchange Notes by the Guarantor (the "Guarantee" and, together
with the Exchange Notes, the "Securities"). You have asked us to furnish our
opinion as to certain tax matters in connection with the Registration Statement.



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                  In rendering our opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
agreements and other documents as we have deemed relevant and necessary and we
have made such investigations of law as we have deemed appropriate as a basis
for the opinion expressed below. In our examination, we have assumed, without
independent verification, (i) the authenticity of original documents; (ii) the
accuracy of copies and the genuineness of signatures; (iii) that each such
agreement represents the valid and binding obligation of the respective parties
thereto, is enforceable in accordance with its respective terms and represents
the entire agreement between the parties with respect to the subject matter
thereof; (iv) the parties to each agreement have complied, and will comply, with
all of their respective covenants, agreements and undertakings contained
therein; and (v) the transactions provided for by each agreement were and will
be carried out in accordance with their terms.

                  The opinion set forth below is limited to the Internal Revenue
Code of 1986, as amended, administrative rulings, judicial decisions, proposed,
temporary and final Treasury Regulations and other applicable authorities, all
as in effect on the date of effectiveness of the Registration Statement. The
statutory provisions, regulations, and interpretations upon which our opinion is
based are subject to change, and any such changes could apply retroactively. Any
such change could materially affect the continuing validity of the opinion set
forth below.

                  The opinion set forth herein has no binding effect on the
United States Internal Revenue Service (the "IRS") or the courts of the United
States. No assurance can be given that, if the matter were contested, a court
would agree with the opinion set forth herein.

                  We hereby confirm that the discussion set forth under the
caption "Certain Panamanian and United States Federal Income Tax Consequences -
Unites States" in the Registration Statement is our opinion. Such discussion
does not, however, purport to discuss all United States federal income tax
consequences that may be applicable to a U.S. holder of Securities and is
limited to those United States federal income tax consequences specifically
discussed therein and subject to the qualifications set forth therein.

                  In giving the foregoing opinion, we express no opinion other
than as to the federal income tax laws of the United States of America.
Furthermore, in rendering our opinion, we have made no independent investigation
of the facts referred to herein and have relied for the purpose of rendering
this opinion exclusively on those facts that have been provided to us by you and
your agents, which we assume have been, and will continue to be, true.

                  We are furnishing this letter in our capacity as United States
federal income tax counsel to the Issuers. This letter is not to be used,
circulated, quoted or otherwise referred to for any other purpose, except as set
forth below.



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                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. The issuance of such a consent does not concede
that we are an "expert" for purposes of the Securities Act.

                  Very truly yours,

              /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
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                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP