EX-5.3 7 eh1200374_ex0503.htm EXHIBIT 5.3
EXHIBIT 5.3

Carnival plc Carnival House 5 Gainsford Street London SE1 2NE Carnival Corporation 3655 NW 87th Avenue Miami FL33178-2428 |  |  | london
|  | 65 Fleet Street London EC4Y 1HS
T | + | 44 20 7936 4000
Direct T |  |
F | + | 44 20 7832 7001
Direct F |  |
|  | LDE No 23
E |  | email@freshfields.com
W |  | freshfields.com
doc id |  | LON19546735
our ref |  | DH/AW
your ref |  |
client matter no. |  | 115283-0079

6 March 2012
Dear Sirs
REGISTRATION STATEMENT ON FORM S-3 ASR
Introduction
1. In connection with the joint registration statement dated 6 March 2012 (the Registration Statement) under the Securities Act 1933 (the Act) on Form S-3ASR of Carnival Corporation, a corporation organised under the laws of the Republic of Panama (Carnival Corporation) and Carnival plc, a public limited company incorporated under the laws of England and Wales (the Company), we have been requested to render our opinion on certain matters in connection with the Registration Statement.
2. The Registration Statement relates to the registration under the Act of the issuance of (i) Carnival Corporation’s senior debt securities (Senior Debt Securities) and subordinated debt securities (Subordinated Debt Securities and, together with the Senior Debt Securities, the Debt Securities), consisting of notes, debentures and/or other evidences of indebtedness denominated in United States dollars or any other currency, (ii) Carnival Corporation’s Warrants, (iii) Carnival Corporation’s Purchase Contracts, (iv) Carnival Corporation’s Units, (v) shares of Common Stock (including shares to be issued upon conversion of the Debt Securities) of Carnival Corporation, par value US$0.01 per share (the Carnival Corporation Common Stock), (vi) shares of Preferred Stock (including shares to be issued upon conversion of the Debt Securities) of Carnival Corporation, par value US$0.01 per share, (vii) the trust shares (the Trust Shares) of beneficial interest in the P&O Princess Special Voting Trust, a trust established under the laws of the Cayman Islands, which Trust Shares are paired with the Carnival Corporation Common Stock on a one-for-one basis and represent
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a beneficial interest in the special voting share of 1 pound sterling in the capital of the Company (the Special Voting Share) issued to Carnival Corporation (such share having been transferred to the trustee of the P&O Princess Special Voting Trust), and (viii) guarantees by the Company of Carnival Corporation’s contractual monetary obligations under the Debt Securities pursuant to sections 15.1 and 15.2 of the Senior Debt Indenture (as defined below) and sections 16.1 and 16.2 of the Subordinated Debt Indenture (as defined below) governing the Debt Securities (the Company’s Guarantees).
3. We are acting as English legal advisers to the Company for the purposes of giving this opinion. In so acting, we have examined the following documents:

(a) | the Registration Statement to be filed under the Act;

(b) | a copy of the current Memorandum and Articles of Association of the Company in force as at 6 March 2012;

(c) | a search carried out on 6 March 2012 (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 (the Company Search);

(d) | an extract of minutes of a meeting of the Board of Directors of the Company held on 11 March 2003 authorising the issue and allotment of the Special Voting Share to Carnival Corporation;

(e) | a certificate issued to us by the corporate counsel of the Company dated 5 March 2012 and headed “Counsel’s Certificate” (certifying to us that, amongst other matters, the Special Voting Share has been duly authorised, validly issued and is fully paid and non-assessable (the Counsel’s Certificate); and

(f) | a certificate issued to us by the corporate counsel of the Company dated March 2009 (the Historic Certificate),

(together, the Documents) and relied upon the statements as to factual matters contained in or made pursuant to each of the above mentioned documents.
Assumptions
4. In considering the Documents and rendering this opinion we have with your consent and without any further enquiry assumed:

(a) | Authenticity: the genuineness of all signatures, stamps and seals on, and the authenticity, accuracy and completeness of, all documents submitted to us whether as originals or copies;

(b) | Copies: the conformity to originals of all documents supplied to us as photocopies, portable document format (PDF) copies, facsimile copies or e-mail conformed copies;

(c) | Drafts: that, where a document has been examined by us in draft or specimen form, it will be or has been duly executed and delivered in the form of that draft or specimen;

(d) | Counsel’s Certificates: that each of the statements contained in the Counsel’s Certificate and the Historic Certificate (and in the schedules to each of the Counsel’s Certificate and the Historic Certificate) is true and correct as at the date hereof;

(e) | Indentures: that the senior indenture to be entered into between Carnival Corporation, the Company, as guarantor, and U.S. Bank, National Association (U.S. Bank), as Trustee (the Senior Debt Indenture) and the subordinated indenture to be entered into between the Carnival Corporation, the Company, as guarantor, and U.S. Bank (the Subordinated Debt Indenture and, together with the Senior Debt Indenture, the Indentures) shall be duly authorised, executed and delivered by each of the parties thereto in accordance with all applicable laws;

(f) | Binding nature of Company’s Guarantees: that the Company’s Guarantees will constitute legal, valid and binding obligations of the Company thereto enforceable under all applicable laws including the laws of the State of New York by which they are expressed to be governed (other than in the case of the Company, the laws of England);

(g) | Arms length nature of Company’s Guarantees: that the Company’s Guarantees will be entered into for bona fide commercial reasons and on arms length terms by each of the parties thereto;

(h) | Performance of Company’s Guarantees: that the Company’s Guarantees will be performed in accordance with their terms;

(i) | Authorisation of Company’s Guarantees: that the directors of the Company in authorising execution of the Company’s Guarantees will exercise their powers in accordance with their duties under all applicable laws and the Memorandum and Articles of Association of the Company;

(j) | Delivery of Company’s Guarantees: that the Company’s Guarantees will be delivered by the Company;

(k) | Company Search: that the information revealed by the Company Search: (i) was accurate in all respects and has not since the time of such search been altered; and (ii) was complete, and included all relevant information which had been properly submitted to the Registrar of Companies;

(l) | Winding-Up Enquiry: that the information revealed by our oral enquiry on 6 March 2012 of the Central Registry of Winding-Up Petitions (the Winding-Up Enquiry) was accurate in all respects and has not since the time of such enquiry been altered;

(m) | Unknown Facts: that there are no facts or circumstances (and no documents, agreements, instruments or correspondence) which are not apparent from the face of the Documents or which have not been disclosed to us that may affect the validity or enforceability of the Documents or any obligation therein or otherwise affect the opinions expressed in this opinion;

(n) | Anti-terrorism, money laundering: that the parties have complied (and will continue to comply) with all applicable anti-terrorism, anti-corruption, anti-money laundering, sanctions

| and human rights laws and regulations, and that performance and enforcement of the Documents is, and will continue to be, consistent with all such laws and regulations;

(o) | Board Meetings: that all meetings of the board of directors of the Company required by law or regulation or pursuant to the provisions of the Memorandum and Articles of Association of the Company to authorise the issue and allotment of the Special Voting Share were properly constituted and convened, quorate throughout and properly held and the extract of the minutes of that meeting referred to in paragraph 3(d) 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, rescinded or amended and is in full force and effect;

(p) | Secondary Legislation: that all UK secondary legislation relevant to this opinion is valid, effective and enacted within the scope of the powers of the relevant rule-making authorities;

(q) | Representations: that the representations and warranties by the parties in the Documents in any case (other than as to matters of law on which we opine in this opinion) are or were, as applicable, true, correct, accurate and complete in all respects on the date such representations and warranties were expressed to be made and that the terms of the Documents have been and will be observed and performed by the parties thereto;

(r) | that the directors of the Company, in authorising the issue and allotment of the Special Voting Share, exercised their powers in accordance with their duties under all applicable laws and the Memorandum and Articles of Association of the Company;

(s) | that any meetings of the members of the Company required by law or regulation or pursuant to the provisions of the Memorandum and Articles of Association of the Company to authorise the issue and allotment of the Special Voting Share were properly constituted and convened, quorate throughout and properly held, and that the necessary resolutions were properly passed at those meetings, and such resolutions remain in force and have not been revoked, rescinded or amended and are in full force and effect;

(t) | that the Company had sufficient authorised capital at the time of the issue and allotment of the Special Voting Share to effect such issue and allotment;

(u) | that the Company had sufficient authority to allot the Special Voting Share pursuant to section 80 of the Companies Act 1985 or any preceding legislation at the time of such allotment;

(v) | that all required filings with respect to the issue and allotment of the Special Voting Share have been made with the Registrar of Companies of England and Wales;

(w) | that the Company complied with all applicable pre-emption rights, whether pursuant to law, regulation or the Articles of Association of the Company, at the time of the issue and allotment of the Special Voting Share;

(x) | that at the time of the issue and allotment of the Special Voting Share: (i) no proposal had been made for a voluntary arrangement, and no moratorium had been obtained, in relation to the Company under the Insolvency Act 1986 or any preceding legislation; (ii) the Company had not given any notice in relation to or passed any voluntary winding-up resolution; (iii) no application had been made or petition presented to a court, and no order had been made by a

| court, for the winding-up or administration of the Company, and no step had been taken to dissolve the Company; (iv) no liquidator, administrator, receiver, administrative receiver, trustee in bankruptcy or similar officer had been appointed in relation to the Company or any of its assets or revenues, and no notice had been given or filed in relation to the appointment of such an officer; and (v) no insolvency proceedings or analogous procedures had been commenced in any jurisdiction outside England and Wales;

(y) | that the Special Voting Share is at today’s date fully paid; and

(z) | that all other consents, licences, approvals, notices, filings, recordations, publications and registrations required by law or regulation or pursuant to the provisions of the Memorandum and Articles of Association of the Company have been made or obtained, or will be made or obtained within the period permitted or required by such laws, regulations or provisions.

Opinion
5. Based and relying solely upon the foregoing and the matters set out in paragraphs 6 and 7 below and excluding any matters not disclosed to us, we are of the opinion that:

(a) | the Company has been duly incorporated and registered in England and Wales as a public limited company and the Company Searches revealed no order for the winding-up of the Company and revealed no notice of appointment in respect of the Company of a liquidator, receiver, administrative receiver or administrator and our Winding-Up Enquiries have confirmed that no petition for the winding-up of the Company has been presented within the period of six months covered by such enquiries;

(b) | the Company had the corporate power and capacity (which has not been revoked) to enter into and perform its obligations under the Company’s Guarantees and the execution and performance of the Company’s Guarantees has been duly authorised by all necessary corporate actions on the part of the Company and the execution and performance of the Company’s Guarantees does not violate the Memorandum and Articles of Association or any other relevant organizational documents of the Company or the laws of England and Wales applicable thereto; and

(c) | the Special Voting Share has been duly authorised and validly issued and is fully paid and non-assessable.

For the purposes of this 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.
Qualifications
6. Our opinion is subject to the following qualifications:

(a) | Company Search: the Company Search is not capable of revealing conclusively whether or not:

(i) | a winding-up order has been made or a resolution passed for the winding-up of a company; or

(ii) | an administration order has been made; or

(iii) | a receiver, administrative receiver, administrator or liquidator has been appointed; or

(iv) | a court order has been made under the Cross-Border Insolvency Regulations 2006,

since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the public microfiche of the relevant company immediately.
In addition, the Company Search is not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented or notice of intention to appoint an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 has been filed with the court;

(b) | Winding-Up Enquiry: the Winding-Up Enquiry relates only to the presentation of: (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court, (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order, and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted, because:

(i) | details of a winding-up petition or application for an administration order may not have been entered on the records of the Central Registry of Winding-Up Petitions immediately;

(ii) | in the case of an application for the making of an administration order and such order and the presentation of a notice of intention to appoint or notice of appointment, if such application is made to, order made by or notice filed with, a Court other than the High Court of Justice in London, no record of such application, order or notice will be kept by the Central Registry of Winding-Up Petitions;

(iii) | a winding-up order or administration order may be made before the relevant petition or application has been entered on the records of the Central Registry, and the making of such order may not have been entered on the records immediately;

(iv) | details of a notice of intention to appoint an administrator or a notice of appointment of an administrator under paragraphs 14 and 22 of Schedule B1 of the Insolvency Act 1986 may not be entered on the records immediately (or, in the case of a notice of intention to appoint, at all); and

(v) | with regard to winding-up petitions, the Central Registry of Winding-Up Petitions may not have records of winding-up petitions issued prior to 1994;

(c) | no opinion is given as to whether or not any court will take jurisdiction, or whether the English courts would grant a stay of any proceedings commenced in England, or whether the English courts would grant any relief ancillary to proceedings commenced in a foreign court;

(d) | we express no opinion as to whether or not a foreign court (applying its own conflict of laws rules) will act in accordance with the parties’ agreement as to jurisdiction and/or choice of law; and

(e) | this opinion is subject to all applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation or analogous circumstances and other similar laws of general application relating to or affecting generally the enforcement of creditors’ rights and remedies from time to time.

Observations
7. We should also like to make the following observations:

(a) | it should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including the statements of foreign law, or the reasonableness of any statement or opinion or intention contained in or relevant to the Registration Statement or any other document referred to herein, or that no material facts have been omitted therefrom;

(b) | it should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statement of opinion or intention, contained in or relevant to any document referred to herein, or that no material facts have been omitted therefrom.

8. 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 laws of England as currently applied by the English courts. In particular, we express no opinion on European Community law as it affects any jurisdiction other than England. We also express no opinion as to whether or not a foreign court (applying its own conflict of law rules) will act in accordance with the parties’ agreement as to jurisdiction and/or choice of law. We hereby consent to the use of our name in the Registration Statement and to the filing of this opinion as Exhibit 5.3 to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required by the Act or by the rules and regulations promulgated thereunder.
9. This opinion is given to you 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 in 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.
Governing Law and Jurisdiction
10. This opinion and any non-contractual obligations arising out of or in relation to this opinion are governed by English law.

11. The English courts shall have exclusive jurisdiction, to which you and we submit, in relation to all disputes arising out of or in connection with this opinion, including, without limitation, disputes arising out of or in connection with: (i) the creation, effect or interpretation of, or the legal relationships established by, this opinion; and (ii) any non-contractual obligations arising out of or in connection with this opinion.
Yours faithfully,
/s/ Freshfields Bruckhaus Deringer LLP
Freshfields Bruckhaus Deringer LLP