As filed with the Securities and Exchange Commission on April 13, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Form S-8
CARNIVAL CORPORATION
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Form S-8
CARNIVAL PLC
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(Exact name of registrant as specified in its charter)
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Republic of Panama
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England and Wales
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(State or other jurisdiction of incorporation or organization)
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59-1562976
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98-0357772
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(I.R.S. Employer Identification No.)
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Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
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Carnival House
5 Gainsford Street
London, SE1 2NE, United Kingdom
011 44 20 7940 5381
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(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
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Carnival Corporation 2011 Stock Plan
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(Full title of the plan)
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Arnaldo Perez, Esq.
Senior Vice President, General Counsel
and Secretary
Carnival Corporation & plc
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
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(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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John C. Kennedy, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount to be
Registered
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Proposed
Maximum
Offering Price Per
Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Carnival Corporation common stock,
par value $0.01
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15,000,000 (1)
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$37.65(2)
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$564,750,000 (2)
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$65,567.48
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Carnival plc, special voting share,
(pound) £1.00 par value (3)
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1
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$1.63 (4)
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$1.63
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____(5)
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Trust shares of beneficial interest in
P&O Princess Special Voting Trust (7) (8)
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15,000,000 (9)
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N/A
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N/A
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N/A (6)
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(1)
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Includes an indeterminate number of shares of Carnival Corporation common stock that may be issuable as a result of adjustments for stock splits, stock dividends and similar transactions.
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(2)
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Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h)(1) and 475(c) under the Securities Act of 1933 based on the average high and low price of Carnival Corporation common stock on April 11, 2011, as reported on the New York Stock Exchange.
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(3)
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Represents one special voting share of Carnival plc issued to the P&O Princess Special Voting Trust in connection with the dual listed company transaction completed by Carnival plc and Carnival Corporation on April 17, 2003.
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(4)
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Based on an exchange rate of US $1.6315 = (pound) £1.00 as of April 7, 2011.
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(5)
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The filing fee with respect to this share is less than $0.01.
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(6)
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Participants in the Carnival Corporation 2011 Stock Plan will not pay any separate consideration in respect of the trust shares and Carnival plc will not receive any cash or other consideration in respect of the trust shares. Accordingly, no registration fee is payable in respect of the trust shares.
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(7)
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Represents trust shares of beneficial interest in the P&O Princess Special Voting Trust. In connection with the dual listed company transaction, one trust share is paired with each share of Carnival Corporation common stock and is not transferable separately from the share of Carnival Corporation common stock.
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(8)
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Upon each issuance of shares of Carnival Corporation common stock in connection with the Carnival Corporation 2011 Stock Plan, participants will receive both shares of Carnival Corporation common stock and an equivalent number of trust shares (which represent a beneficial interest in the special voting share of Carnival plc).
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(9)
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Includes an indeterminate number of trust shares that may be issuable as a result of adjustments for stock splits, stock dividends and similar transactions.
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EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, the registrants, Carnival Corporation and Carnival plc, are filing this registration statement with respect to the issuance of an additional 15,000,000 shares of Carnival Corporation common stock, par value $0.01 per share (the “Common Stock”), and 15,000,000 trust shares (the “Trust Shares”) of beneficial interest in the P&O Princess Special Voting Trust (the “Trust”), which are paired with the shares of Common Stock on a one-for-one basis. Each of the Trust Shares represents an undivided beneficial interest in the Carnival plc Special Voting Share (the “Special Voting Share”), £1.00 par value, which is held by the Trust. The arrangements with respect to the Special Voting Share and the Trust Shares were entered into in connection with the dual listed company transaction between Carnival Corporation and Carnival plc, which was completed on April 17, 2003. The shares of Common Stock registered hereby, together with the paired Trust Shares, are to be issued under the Carnival Corporation 2011 Stock Plan (the “Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the “Commission”), but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registration Information and Plan Annual Information.
We will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to Carnival Corporation & plc, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428 Attention: General Counsel; Telephone number (305) 599-2600.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by us are incorporated by reference in this Registration Statement:
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(a)
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Our latest Annual Report filed pursuant to Section 13 or 15(d) of the Exchange Act, filed on Form 10-K on January 31, 2011;
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(b)
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Our Quarterly Report filed on Form 10-Q on April 1, 2011;
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(c)
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Our Definitive Proxy Statement and Additional Definitive Proxy Soliciting Materials and Rule 14(a)(12) Materials both filed on March 3, 2011; and
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(d)
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Our Current Reports on Form 8-K filed on January 21, 2011, and on March 22, 2011 (only with respect to item 8.01 thereof).
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(e)
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The description of the Common Stock, Trust Shares and Special Voting Share contained in the Joint Registration Statement of Carnival Corporation and Carnival plc on Form S-3ASR(File no. 333-157861), filed on March 11, 2009, including any amendment or report filed for the purpose of updating such description.
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In addition, all reports and documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents.
Item 6. Indemnification of Directors and Officers.
Carnival Corporation’s Third Amended and Restated Articles of Incorporation and By-Laws provide, subject to the requirements set forth therein, that with respect to any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, Carnival Corporation shall indemnify such person by reason of the fact that he is or was one of Carnival Corporation’s or Carnival plc’s directors or officers, and may indemnify such person by reason of the fact that he is or was one of Carnival Corporation’s or Carnival plc’s employees or agents or is or was serving at Carnival Corporation’s or Carnival plc’s request as a director, officer, employee or agent in another corporation, partnership, joint venture, trust or other enterprise, in either case against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to Carnival Corporation’s or Carnival plc’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Carnival Corporation has entered into agreements with each of its directors providing essentially the same indemnities as are described in Carnival Corporation’s Third Amended and Restated Articles of Incorporation in the event that such director or such director’s heirs, executors or administrators are made a party to threatened, pending or completed actions, suits or proceedings as described above.
Article 288 of Carnival plc’s Articles of Association provides:
“Subject to and in so far as permitted by the Companies Acts. the Company may: (a) indemnify any director, office or employee of the Company or of any associated company against any liability pursuant to any qualifying third party indemnity provision or any qualifying pension scheme indemnity provision, or on any other basis as is then lawful, in each case on such terms as the board may decide; and (b) purchase and maintain for any director, officer or employee of the Company or of any associated company insurance against any liability. In this article “qualifying third party indemnity provision”, “qualifying pension scheme provision” and “associated company” have meanings that they have in Part 10 of the 2006 Act.”
Under the UK Companies Act 2006, a UK company is not permitted to indemnify a director or officer of the company (or any person employed by the company as an auditor) against any
liability in respect of any fine imposed in criminal proceedings, a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature, negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company.
UK companies, however, may:
● purchase and maintain liability insurance for officers and directors; and
● indemnify officers and directors against any liability incurred by him either in defending any proceedings in which judgment is given in his favor or he is acquitted, or in connection with the court granting him relief from liability in the case of honest and reasonable conduct.
Carnival plc has entered into agreements with each of its directors providing essentially the same indemnities as are described in Carnival plc’s articles of association as described above.
Item 8. Exhibits
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4.1
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Third Amended and Restated Articles of Incorporation of Carnival Corporation (incorporated by reference to Exhibit 3.1 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003).
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4.2
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Third Amended and Restated By-Laws of Carnival Corporation (incorporated by reference to Exhibit 3.1 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 20, 2009).
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4.3
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Articles of Association of Carnival plc (incorporated by reference to Exhibit 3.3. to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 20, 2009).
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4.4
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Memorandum of Association of Carnival plc (incorporated by reference to Exhibit 3.2 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 20, 2009).
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4.5
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Voting Trust Deed, dated as of April 17, 2003, between Carnival Corporation and The Law Debenture Trust Corporation (Cayman) Limited, as trustee (incorporated by reference to Exhibit 4.2 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003).
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4.6
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Pairing Agreement, dated as of April 17, 2003, between Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and Computershare Investors Services (formerly SunTrust Bank), as transfer agent (incorporated by reference to Exhibit 4.1 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003).
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4.7
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SVE Special Voting Deed, dated as of April 17, 2003 between Carnival Corporation, DLS SVC Limited, P&O Princess Cruises, plc, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law Debenture Trust Corporation, P.L.C.
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(incorporated by reference to Exhibit 4.3 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003).
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4.8
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Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.16 to the joint Registration Statement on Form S-3/F-3 of Carnival Corporation, Carnival plc and P&O Princess Cruises International Limited, filed with the Commission on June 19, 2003.
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5.1
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Opinion of Tapia Linares y Alfaro.
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5.2
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Opinion of Maples and Calder.
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5.3
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Opinion of Freshfields Bruckhaus Deringer.
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23.1
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Consent of Tapia Linares y Alfaro (included with Exhibit 5.1).
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23.2
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Consent of Maples and Calder (included with Exhibit 5.2).
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23.3
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Consent of Freshfields Bruckhaus Deringer (included with Exhibit 5.3).
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23.4
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Consent of PricewaterhouseCoopers LLP, Independent Registered Certified Public Accounting Firm.
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24.1
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Power of Attorney of certain officers and directors of Carnival Corporation (included on the signature pages hereof).
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24.2
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Power of Attorney of certain officers and directors of Carnival plc (included on the signature pages hereof).
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Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) (1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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PROVIDED, HOWEVER, THAT, paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by us pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES OF CARNIVAL CORPORATION AND CARNIVAL PLC
Pursuant to the requirements of the Securities Act of 1933, the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-8 and have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on April 13, 2011.
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CARNIVAL CORPORATION
By: /s/ Micky Arison
Name: Micky Arison
Title: Chairman of the Board of
Directors and Chief Executive
Officer
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CARNIVAL PLC
By: /s/ Micky Arison
Name: Micky Arison
Title: Chairman of the Board of
Directors and Chief Executive
Officer
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POWER OF ATTORNEY
Each of the undersigned directors and officers of Carnival Corporation and Carnival plc hereby severally constitutes and appoints Howard S. Frank or Arnaldo Perez, and each of them, as attorneys-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any amendments to this registration statement (including post-effective amendments), and to file the same with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated effective April 13, 2011.
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CARNIVAL CORPORATION
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CARNIVAL PLC
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/s/ Micky Arison
Micky Arison
Chairman of the Board of Directors
and Chief Executive Officer
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/s/ Micky Arison
Micky Arison
Chairman of the Board of Directors
and Chief Executive Officer
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/s/ Howard S. Frank
Howard S. Frank
Vice Chairman of the Board of Directors
and Chief Operating Officer
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/s/ Howard S. Frank
Howard S. Frank
Vice Chairman of the Board of Directors
and Chief Operating Officer
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/s/ David Bernstein
David Bernstein
Chief Financial Officer
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/s/ David Bernstein
David Bernstein
Chief Financial Officer
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CARNIVAL CORPORATION
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CARNIVAL PLC
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/s/ Larry Freedman
Larry Freedman
Chief Accounting Officer
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/s/ Larry Freedman
Larry Freedman
Chief Accounting Officer
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/s/ Sir Jonathon Band
Sir Jonathon Band
Director
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/s/ Sir Jonathon Band
Sir Jonathon Band
Director
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/s/ Robert H. Dickinson
Robert H. Dickinson
Director
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/s/ Robert H. Dickinson
Robert H. Dickinson
Director
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/s/ Arnold W. Donald
Arnold W. Donald
Director
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/s/ Arnold W. Donald
Arnold W. Donald
Director
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/s/ Pier Luigi Foschi
Pier Luigi Foschi
Director
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/s/ Pier Luigi Foschi
Pier Luigi Foschi
Director
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/s/ Richard J. Glasier
Richard J. Glasier
Director
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/s/ Richard J. Glasier
Richard J. Glasier
Director
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/s/ Modesto A. Maidique
Modesto A. Maidique
Director
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/s/ Modesto A. Maidique
Modesto A. Maidique
Director
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/s/ Sir John Parker
Sir John Parker
Director
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/s/ Sir John Parker
Sir John Parker
Director
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/s/ Peter G. Ratcliffe
Peter G. Ratcliffe
Director
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/s/ Peter G. Ratcliffe
Peter G. Ratcliffe
Director
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/s/ Stuart Subotnick
Stuart Subotnick
Director
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/s/ Stuart Subotnick
Stuart Subotnick
Director
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/s/ Laura Weil
Laura Weil
Director
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/s/ Laura Weil
Laura Weil
Director
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CARNIVAL CORPORATION
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CARNIVAL PLC
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/s/ Randall J. Weisenburger
Randall J. Weisenburger
Director
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/s/ Randall J. Weisenburger
Randall J. Weisenburger
Director
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/s/ Uzi Zucker
Uzi Zucker
Director
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/s/ Uzi Zucker
Uzi Zucker
Director
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EXHIBIT INDEX
| EXHIBIT | DESCRIPTION |
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4.1
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Third Amended and Restated Articles of Incorporation of Carnival Corporation (incorporated by reference to Exhibit 3.1 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003).
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4.2
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Third Amended and Restated By-Laws of Carnival Corporation (incorporated by reference to Exhibit 3.1 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 20, 2009).
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4.3
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Articles of Association of Carnival plc (incorporated by reference to Exhibit 3.3 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 20, 2009).
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4.4
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Memorandum of Association of Carnival plc (incorporated by reference to Exhibit 3.2 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 20, 2009).
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4.5
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Voting Trust Deed, dated as of April 17, 2003, between Carnival Corporation and The Law Debenture Trust Corporation (Cayman) Limited, as trustee (incorporated by reference to Exhibit 4.2 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003).
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4.6
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Pairing Agreement, dated as of April 17, 2003, between Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and SunTrust Bank, as transfer agent (incorporated by reference to Exhibit 4.1 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003).
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4.7
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SVE Special Voting Deed, dated as of April 17, 2003 between Carnival Corporation, DLS SVC Limited, P&O Princess Cruises, plc, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law Debenture Trust Corporation, P.L.C. (incorporated by reference to Exhibit 4.3 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003).
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4.8
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Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.16 to the joint Registration Statement on Form S-3/F-3 of Carnival Corporation, Carnival plc and P&O Princess Cruises International Limited, filed with the Commission on June 19, 2003).
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5.1
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Opinion of Tapia Linares y Alfaro.
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5.2
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Opinion of Maples and Calder.
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5.3
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Opinion of Freshfields Bruckhaus Deringer.
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23.1
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Consent of Tapia Linares y Alfaro (included with Exhibit 5.1).
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23.2
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Consent of Maples and Calder (included with Exhibit 5.2).
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23.3
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Consent of Freshfields Bruckhaus Deringer (included with Exhibit 5.3).
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23.4
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Consent of PricewaterhouseCoopers LLP, Independent Registered Certified Public Accounting Firm.
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24.1
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Power of Attorney of certain officers and directors of Carnival Corporation (included on the signature pages hereof).
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24.2
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Power of Attorney of certain officers and directors of Carnival plc (included on the signature pages hereof).
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EXHIBIT 5.1
TAPIA, LINARES Y ALFARO
ABOGADOS - ATTORNEYS AT LAW
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April 13, 2011
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
U.S.A.
Carnival plc
5 Gainsford Street
London, SE1 2NE
United Kingdom
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F.S. TAPIA C. †
JULIO E. LINARES †
ELOY ALFARO
MARIO E. CORREA E.
OCTAVIO DEL MORAL
JULIO E. LINARES F.
ADOLFO E. LINARES F.
FERNANDO A. LINARES F.
ANABEL GAMALLO Q.
MARIELA I. DE VL1EG
PANAMA
CAPITAL PLAZA , Piso 15
PASEO ROBERTO MOTTA
COSTA DEL ESTE
APARTADO POSTAL 0816-02984
PANAMA , REP. DE PANAMA
TELEFONO (507) 306-5000
TELEFAX (507) 306-5005
E-MAIL talial@talial.com
WEB: http://www.talial.com
B.V.I.
P.O. BOX 3161
ROAD TOWN, TORTOLA
BRITISH VIRGIN ISLANDS
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RE: Registration Statement on Form S-8
Dear Sirs:
In connection with the joint Registration Statement on Form S-8 (the “Registration Statement”), filed by Carnival Corporation (the “Company”) and Carnival plc, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations promulgated thereunder, which relates to the issuance of 15,000,000 shares of the Company common stock, par value $0.01 per share (the “Common Stock”), and 15,000,000 trust shares of beneficial interest in the P&O Princess Special Voting Trust (the “Trust Shares”), which are paired with the shares of Common Stock on a one-for-one basis, to be issued pursuant to the Carnival Corporation 2011 Stock Plan (the “Plan”), we have been requested to render our opinion as to the legality of the Common Stock and Trust Shares being registered thereunder.
In this connection, we have examined (i) originals, photocopies or conformed copies of the Plan, (ii) the Third Amended and Restated Articles of Incorporation and the Third Amended and Restated By-Laws of the Company, and (iii) records of certain of the Company’s corporate proceedings. In addition, we have made such other examinations of law and fact as we have considered necessary in order to form a basis of the opinions hereinafter expressed. In connection with such investigation, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as photocopies or conformed copies. We have relied as to matters of fact upon declarations and certificates of officers of the Company.
TAPIA, LINARES Y ALFARO
Carnival Corporation
April 13, 2011
Page 2
Terms defined in the Plan and the Registration Statement shall have the same meaning herein.
Based on the foregoing, we are of the opinion that:
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1.
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The Company is duly incorporated and validly existing as a corporation in good standing under the laws of the Republic of Panama.
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2.
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The Common Stock and the Trust Shares have been duly and legally authorized for issuance, and such Common Stock and Trust Shares, when issued and delivered by the Company on the terms and conditions described in the Plan and paid for in accordance with the terms and provisions of the Plan, will be validly issued, fully paid and non-assessable.
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3.
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The Common Stock, when issued and delivered by the Company on the terms and conditions described in the Plan and paid for in accordance with the terms and provisions of the Plan, will be paired with the Trust Shares on a one-for-one basis, pursuant to the Pairing Agreement dated as of April 17, 2003, between the Company, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and SunTrust Bank, as transfer agent.
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We are members of the Bar of the Republic of Panama. We express no opinion as to matters of law other than the laws of the Republic of Panama.
We hereby consent to all references to our firm in the Registration Statement and in the prospectus therein, and to the filing by the Company of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the rules and regulations promulgated thereunder.
Very truly yours,
TAPIA, LINARES Y ALFARO
/s/ Mario E. Correa
Mario E. Correa
EXHIBIT 5.2
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Our ref
Direct tel
Email
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JWA/601575/20908754v1
+1 345 814 5217
Justin.Appleyard@MAPLESANDCALDER.com
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The Law Debenture Trust Corporation (Cayman) Limited
4th Floor Harbour Place
PO Box 1034GT
103 South Church Street
George Town
Grand Cayman
Cayman Islands
12 April 2011
Dear Sirs
P&O Princess Special Voting Trust
We have acted as Cayman Islands counsel to The Law Debenture Corporation (Cayman) Limited (the “Trustee”) in connection with:
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(i)
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the voting trust deed (the “Trust Deed”) dated 17th April, 2003 by and between Carnival Corporation, a Panamanian corporation (“Carnival Corporation”) and the Trustee, establishing the P&O Princess Special Voting Trust, a Cayman Islands law trust (the “Trust”) and pursuant to which shares of beneficial interest in the Trust (the “Trust Shares”) have been issued; and
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(ii)
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the draft registration statement on Form S-8, including all amendments or supplements thereto, expected to be filed tomorrow by Carnival Corporation and Carnival plc, a public limited company incorporated under the laws of England and Wales, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) (the “Registration Statement”) relating to, among other things, the registration under the Securities Act of 15,000,000 Trust Shares to be issued pursuant to the Carnival Corporation 2011 Stock Plan (the “Plan”) referred to in the Form S-8. We are furnishing this opinion as Exhibit 5.2 to the Registration Statement. Other terms used but not defined in this letter are used as defined in the Registration Statement or the Trust Deed.
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1 DOCUMENTS REVIEWED
For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:
1.1 the Registration Statement;
1.2 a letter from the Trustee to the Depositor dated 17 April 2003 (the “Representation Letter”); and
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Maples and Calder
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PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands
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Tel +1 345 949 8066 Fax +1 345 949 8080 www.maplesandcalder.com
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1.3 the Trust Deed.
2 ASSUMPTIONS
The following opinion is given only as to, and based on circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. We have also relied on the following assumptions, which we have not independently verified.
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2.1
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The Trustee is in good standing with the Cayman Islands Registrar of Companies as a Cayman Islands incorporated company and in good standing with the Cayman Islands Monetary Authority as a Cayman Islands company licensed to conduct trust business under the Banks and Trust Companies Law (2009 Revision).
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2.2
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The Trustee has full power and authority under its memorandum and articles of association to executed and perform its obligations under the Trust Deed and the Trustee has complied with all internal requirements relating to the execution of the Trust Deed and the acceptance of the role as trustee of the Trust. In particular, the shareholders of the Trustee have not restricted or limited the powers of the directors of the Trustee in any way. There is no contractual or other prohibition (other than as arising under the laws of the Cayman Islands) binding on the Trustee prohibiting it from entering into and performing its obligations under the Trust Deed.
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2.3
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The Trustee is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. None of the directors or shareholders have taken any steps to have the Trustee struck off or placed in liquidation, nor have any steps been taken to wind up the Trustee. Nor has any receiver been appointed over any of the Trustee’s property or assets and the Trustee is able to pay its debts as they fall due.
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2.4
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The Trustee is not a central bank, monetary authority or other sovereign entity and it not controlled directly or indirectly by a sovereign body.
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2:5
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The trusts, powers and provisions of the Trust have been validly subsisting without interruption since 17 April 2003 and are validly subsisting at the date of this opinion.
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2.6
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All the present terms of the Trust are contained within the Trust Deed and no other documents or events are relevant to establishing the present terms of the Trust.
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2.7
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The Trustee has strictly complied at all times with the terms of the Trust, the Pairing Agreement, the SVE Special Voting Deed and the trust laws of the Cayman Islands.
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2.8
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The Trustee has exercised and will exercise all powers conferred on it by the Trust Deed or by law in good faith and for the purposes for which they were conferred and for no collateral purpose.
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2.9
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The representations of the Trustee in the Representation Letter are as true and correct today as they were at the date of the Representation Letter and that the Trustee has performed and continues to perform the undertakings of the Trustee in the Representation Letter.
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2.10
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The Trust Deed, Pairing Agreement and SVE Special Voting Deed each remain legal, valid, binding and enforceable against the respective parties thereto in accordance with the terms thereof.
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2
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2.11
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Copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals and all signatures, initials and seals are genuine.
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2.12
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There is nothing under any law (other than Cayman Islands law) that would or might affect the opinions in this letter. Specifically, we have made no independent investigation of the laws of England and Wales, the Republic of Panama or the States of New York or Florida.
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3 OPINION
Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that the Trust Shares when issued as contemplated under the Registration Statement and the Plan will be duly authorised for issuance in accordance with the provisions of the Trust Deed and, on the relevant entries being made in the Share Register, the Trust Shares will constitute validly issued, fully paid and non-assessable Trust Shares and, in respect of such Trust Shares, the registered holders will have the rights attributable thereto as set forth in the Trust Deed.
4 QUALIFICATIONS
The opinions expressed above are subject to the following qualifications:
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4.1
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Nominal Cayman Islands stamp duty of CI$40 (US$48) may be payable if the original Trust Deed is brought to or executed in the Cayman Islands.
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4.2
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The obligations of the Trustee may be subject to one or more of any restrictions pursuant to United Nations sanctions as implemented under the laws of the Cayman Islands or restrictive measures adopted by the European Union Council for Common Foreign and Security Policy extended to the Cayman Islands by Order or Her Majesty in Council.
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4.3
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All the beneficiaries under the trust may together terminate the Trust notwithstanding anything to the contrary in the Trust Deed.
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We express no view as to whether the terms of the Trust Deed represent the intentions of the parties and make no comment with regard to the representations which may be made by Carnival Corporation or the Trustee.
This opinion is given today and may not be relied on at any later date. This opinion is given for your benefit for the purposes of the Registration Statement to be filed under the Securities Act.
We hereby consent to filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Opinions” in the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under the Securities Act or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder
Maples and Calder
3
EXHIBIT 5.3
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LONDON
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65 Fleet Street
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London EC4Y 1HS
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Carnival plc
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T+ 44 20 7936 4000
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Carnival House
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Direct T+ 44 20 7716 4366
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5 Gainsford Street
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F+ 44 20 7832 7001
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London
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Direct F+44 20 7108 4366
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SE1 2NE
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LDE No 23
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E nigel.gleeson@freshfields.com
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W freshfields.com
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13 April 2011
Dear Sirs
Registration Statement on Form S-8 Of Carnival Corporation and Carnival PLC
Introduction
1. In connection with the joint registration statement on Form S-8 (the Registration Statement) of Carnival Corporation, a corporation organized 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), under the Securities Act 1933 (the Act), 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 15,000,000 shares of Carnival Corporation common stock issuable under the Carnival Corporation 2011 Stock Plan (the Plan), 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, that are paired with the shares of Carnival Corporation common stock issuable under the Plan, which Trust Shares are paired with the shares of Carnival Corporation common stock on a one-for-one basis and represent a beneficial interest in a special voting share of the Company and the Company’s 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).
The official legal services provider to the London 2012 Olympic and Paralympic Games
Freshfields Bruckhaus Deringer LLP is a limited liability partnership registered in England and Wales with registered number OC334789. It is regulated by the Solicitors Regulation Authority. For regulatory information (including information relating to the provision of insurance mediation services) please refer to www.freshfields.com/support/legalnotice.
A list of the members (and of the non-members who are designated as partners) of Freshfields Bruckhaus Deringer LLP and their qualifications is available for inspection at its registered office, 65 Fleet Street, London EC4Y 1HS. Any reference to a partner means a member, or a consultant or employee with equivalent standing and qualifications, of Freshfields Bruckhaus Deringer LLP or any of its affiliated firms or entities.
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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:
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(a)
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a draft of the Registration Statement to be filed under the Act;
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(b)
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a copy of the current Memorandum and Articles of Association of the Company in force as at 13 April 2011;
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(c)
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a copy of the Company’s Certificate of Incorporation dated 19 July 2000 issued by the Registrar of Companies of England and Wales;
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(d)
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a search carried out on 13 April 2011 (carried out by us or by ICC Information Ltd. on our behalf) of the public documents of the Company kept at Companies House in Cardiff, (the Company Search);
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(e)
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a certificate issued to us by the Corporate Counsel of the Company dated 13 April 2011 (the Counsel’s Certificate); and
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(f)
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a certificate issued to us by the Corporate Counsel of the Company dated 31 October 2008 (the Historic Certificate).
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The documents listed in paragraphs 3(a) to 3(f) above are referred to in this opinion as the Documents. In this opinion, the Winding up Enquiry means our oral enquiry on 13 April 2011 of the Central Registry of Winding up Petitions.
Assumptions
4. In considering the above documents and rendering this opinion we have with your consent and without any further enquiry assumed:
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(a)
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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;
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(b)
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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;
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(c)
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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;
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(d)
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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;
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(e)
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Company Search: that the information revealed by the Company Search: (i) was accurate in all respects and has not since the time of such searches been altered; and (ii) was complete, and included all relevant information which had been properly submitted to the Registrar of Companies;
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(f)
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Winding up Enquiry: that the information revealed by the Winding up Enquiry was accurate in all respects and has not since the time of such enquiry been altered;
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(g)
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Board Meeting: that the meeting of the board of directors of the Company to authorise the issue and allotment of the Special Voting Share was properly constituted and convened, that a quorum of properly appointed directors of the Company (holding the necessary offices and meeting the other requirements for the purposes of forming a quorum) was present throughout; that the resolutions referred to therein were properly passed at such meeting, that all provisions contained in the Companies Act 1985 or the Companies Act 2006 (as applicable) and the Articles of Association of the Companies were duly observed, and that such resolutions have not been amended, revoked or rescinded and are in full force and effect;
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(h)
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Directors’ Duties: that the directors of the Company, in authorising execution of the Documents, have exercised their powers in accordance with their duties under all applicable laws and the Memorandum and Articles of Association of the Company;
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(i)
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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;
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(j)
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Representations: that the representations and warranties by the respective parties in the Documents in each 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;
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(k)
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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; and
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(l)
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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.
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Opinion
5. Based on relying solely upon the foregoing and the matters set out in paragraphs 6 and 7 below and any matters not disclosed to us, we are of the opinion that 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,
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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:
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(a)
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Company Search: the Company Search is not capable of revealing conclusively whether or not:
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(i)
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a winding up order has been made or a resolution passed for the winding up of a company; or
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(ii)
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an administration order has been made; or
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(iii)
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a receiver, administrative receiver, administrator or liquidator has been appointed; or
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(iv)
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a court order has been made under the Cross-Border Insolvency Regulations 2006,
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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;
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(b)
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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
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(i)
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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;
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(ii)
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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;
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5/6
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(iii)
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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;
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(iv)
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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);
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(c)
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Foreign Courts: 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
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(d)
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Insolvency: 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 creditor’s rights and remedies from time to time.
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Observations
7. We should also like to make the following observations:
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(a)
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Factual Statements: we have not been responsible for verifying whether statements of fact (including foreign law), opinion or intention in the Documents or any related documents are accurate, complete or reasonable;
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(b)
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Enforceability: we express no opinion on whether the obligations of the Company under the Documents are enforceable against it in the English courts; and
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(c)
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Operational Licences: we have not investigated whether the Company has obtained any of the operational licences, permits and consents which it may require for the purpose of carrying on its business.
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Limitations of Liability
8. Where you have received advice from a number of advisers in connection with the matters on which we opine in this opinion or any related matter in respect of which we could be potentially jointly or severally liable with any such other advisers for losses suffered by you, our liability will not be affected by any limitation of liability which you may agree with any other advisers. Accordingly, our liability to you will be limited to such proportion of the losses suffered by you as is finally determined to be just and equitable, having regard to the relative responsibility of ourselves and any other person who is jointly or severally liable for such losses. If you have received advice from any other advisers with respect to matters on which we opine in this opinion which qualifies such opinions then, to the extent that such advice is correct, you will not place any reliance on the unqualified opinions contained in this opinion, and we will have no liability to you in connection therewith.
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9. This opinion is limited to English law as currently applied by the English courts and is given on the basis that it and any non-contractual obligations arising out of or in relation to this opinion 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.
10. 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 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.
Benefit of Opinion
11. 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.
Yours faithfully
/s/ Freshfields Bruckhaus Deringer
Freshfields Bruckhaus Deringer
EXHIBIT 23.4
CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 31, 2011 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Carnival Corporation & plc's joint Annual Report on Form 10-K for the year ended November 30, 2010.
/s/ PricewaterhouseCoopers LLP
Miami, Florida
April 13, 2011