Attached files
file | filename |
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8-K - FORM 8-K - DELTA AIR LINES, INC. | g21359e8vk.htm |
EX-4.6 - EX-4.6 - DELTA AIR LINES, INC. | g21359exv4w6.htm |
EX-4.9 - EX-4.9 - DELTA AIR LINES, INC. | g21359exv4w9.htm |
EX-4.8 - EX-4.8 - DELTA AIR LINES, INC. | g21359exv4w8.htm |
EX-5.2 - EX-5.2 - DELTA AIR LINES, INC. | g21359exv5w2.htm |
EX-4.2 - EX-4.2 - DELTA AIR LINES, INC. | g21359exv4w2.htm |
EX-1.1 - EX-1.1 - DELTA AIR LINES, INC. | g21359exv1w1.htm |
EX-4.3 - EX-4.3 - DELTA AIR LINES, INC. | g21359exv4w3.htm |
EX-4.7 - EX-4.7 - DELTA AIR LINES, INC. | g21359exv4w7.htm |
EX-5.3 - EX-5.3 - DELTA AIR LINES, INC. | g21359exv5w3.htm |
EX-4.11 - EX-4.11 - DELTA AIR LINES, INC. | g21359exv4w11.htm |
EX-4.13 - EX-4.13 - DELTA AIR LINES, INC. | g21359exv4w13.htm |
EX-4.14 - EX-4.14 - DELTA AIR LINES, INC. | g21359exv4w14.htm |
EX-4.10 - EX-4.10 - DELTA AIR LINES, INC. | g21359exv4w10.htm |
EX-4.12 - EX-4.12 - DELTA AIR LINES, INC. | g21359exv4w12.htm |
EX-4.15 - EX-4.15 - DELTA AIR LINES, INC. | g21359exv4w15.htm |
EXHIBIT
5.1
[Debevoise & Plimpton LLP Letterhead]
November 24, 2009
Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, GA 30354
1030 Delta Boulevard
Atlanta, GA 30354
Delta Air Lines, Inc.
Pass Through Certificates, Series 2009-1
Pass Through Certificates, Series 2009-1
Ladies and Gentlemen:
We have acted as special counsel to Delta Air Lines, Inc., a Delaware corporation (the
Company), in connection with the filing with the Securities and Exchange Commission (the
Commission) under the Securities Act of 1933, as amended (the Act), of a
Registration Statement on Form S-3 (Registration No. 333-163173) (the Registration
Statement) and in connection with the issuance and sale by the Company today of $568,796,000
face amount of Pass Through Certificates, Series 2009-1A (the Class A Certificates), and
$119,944,000 face amount of Pass Through Certificates, Series 2009-1B (the Class B
Certificates and, together with the Class A Certificates, the Pass Through
Certificates) to Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (the
Underwriters) pursuant to the Underwriting Agreement, dated November 18, 2009 (the
Underwriting Agreement), among the Company and the Underwriters. The Pass Through
Certificates have been issued under the Pass Through Trust Agreement (the Pass Through Trust
Agreement), dated as of November 16, 2000, between the Company and U.S. Bank Trust National
Association (as successor-in-interest to State Street Bank and Trust Company of Connecticut,
National Association), as pass through trustee for the trust relating to each class of Pass Through
Certificates (with respect to the Class A Certificates, the Class A Trustee and with
respect to the Class B Certificates, the Class B Trustee and, together, the
Trustee), as supplemented for the Class A Certificates by the Trust Supplement 2009-1A,
dated as of November 24, 2009 (the Class A Trust Supplement), and as supplemented for the
Class B Certificates by the Trust Supplement 2009-1B, dated as of November 24, 2009 (the Class
B Trust
Delta Air Lines, Inc. | 2 | November 24, 2009 |
Supplement and together with the Class A Trust Supplement, the Trust
Supplements). As used herein, the term Prospectus means the final prospectus
relating to the Pass Through Certificates in the form filed with the Commission pursuant to Rule
424(b) under the Act on November 20, 2009.
In so acting, we have examined and relied upon the originals, or copies certified or otherwise
identified to our satisfaction, of the Registration Statement, the Prospectus, the Pass Through
Trust Agreement, the Trust Supplements and the Pass Through
Certificates and such other records, documents, certificates, and other
instruments, and have made such investigations of law, as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below. In all such examinations, we have
assumed, without independent investigation or inquiry, the legal capacity of all natural persons
executing documents, the genuineness of all signatures on original or certified copies, the
authenticity and completeness of all original or certified copies, and the conformity to original
or certified documents of all copies submitted to us as conformed or reproduction copies. We also
have relied upon, and have assumed the accuracy of, the representations and warranties as to
factual matters contained in the Pass Through Trust Agreement and Trust Supplements that we have
examined and representations, statements, and certificates of or from public officials and of or
from officers and representatives of the Company and others. We have further assumed that the Pass
Through Certificates have been issued, delivered and paid for in accordance with the terms of the
Underwriting Agreement.
Based on and subject to the foregoing and subject to the further qualifications and
assumptions set forth below, we are of the opinion that:
1. The Class A Certificates constitute the valid and binding obligation of the Class A
Trustee, enforceable against the Class A Trustee in accordance with their terms, and the holders of
such Class A Certificates are entitled to the benefits of the Pass Through Trust Agreement and the
Class A Trust Supplement.
2. The Class B Certificates constitute the valid and binding obligation of the Class B
Trustee, enforceable against the Class B Trustee in accordance with their terms, and the holders of
such Class B Certificates are entitled to the benefits of the Pass Through Trust Agreement and the
Class B Trust Supplement.
Our opinions set forth above are subject to the effects of: (i) bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws and
other similar laws relating to or affecting lessors, creditors or secured parties
rights or remedies generally, (ii) general equitable principles (whether considered in
a proceeding at law or in equity), (iii) concepts of good faith, reasonableness and fair
dealing, and standards of materiality and (iv) limitations on the validity or
enforceability
Delta Air Lines, Inc. | 3 | November 24, 2009 |
of indemnification, contribution or exculpation under applicable law (including
court decisions) or public policy. Without limiting the foregoing, we express no opinion as to the
validity, binding effect or enforceability of any provision of the Pass Through Certificates or the
Pass Through Trust Agreement, as amended by the Trust Supplements, that purports to (a)
waive, release or vary any defense, right or privilege of, or any duties owing to, any party to the
extent that such waiver, release or variation may be limited by Section 1-102(3) of the Uniform
Commercial Code (as in effect in any applicable jurisdiction) or other provisions of applicable
law, (b) constitute a waiver of inconvenient forum or improper venue, (c) relate to
the subject matter jurisdiction of a court to adjudicate any controversy or (d) provide
that any prohibited or unenforceable provision thereof may be severed without invalidating the
remaining provisions thereof. In addition, the enforceability of any provision in the Pass Through
Certificates or the Pass Through Trust Agreement, as amended by the Trust Supplements, to the
effect that (x) the terms thereof may not be waived or modified except in writing, or
(y) certain determinations made by one party shall have conclusive effect, may be limited
under certain circumstances. We express no opinion as to any provisions of the Pass Through
Certificates or the Pass Through Trust Agreement, as amended by the Trust Supplements, relating to
the submission to the jurisdiction of any court other than the courts of the State of New York
sitting in the County of New York and the United States District Court for the Southern District of
New York, and we express no opinion as to whether a United States Federal court would accept
jurisdiction in any dispute, action, suit or proceeding arising out
of or relating to the Pass Through Certificates or the Pass
Through Trust Agreement, as amended by the Trust Supplements, or any of the transactions
contemplated thereby.
We express no opinion as to the laws of any jurisdiction other than the laws of the State of
New York and the Federal laws of the United States of America, as currently in effect, in each case
that in our experience are normally applicable to transactions of this type, except that we do not
express any opinion concerning aviation laws (including without limitation Title 49 of the U.S.
Code, the Cape Town Treaty or any other laws, rules, or regulations of the United States of America
or promulgated under the Cape Town Treaty relating to the acquisition, ownership, registration,
leasing, financing, mortgaging, use or operation of any aircraft, aircraft engines or any part
thereof) or other laws, rules or regulations applicable to the particular nature of the equipment
subject to the Pass Through Trust Agreement, as amended by the Trust Supplements, or the business
conducted by the Company or the related Trustee. In addition, we express no opinion with respect
to the antitrust, bankruptcy, environmental, securities or tax laws of
any jurisdiction. Our opinions expressed above are limited to the laws of the State of New
York governing the enforceability of contracts as such.
In rendering the opinions set forth above, we have assumed that each of the Company and the
Trustee is duly formed, validly existing, and in good standing under the laws of the jurisdiction
of its formation and has the full power and authority to carry on
Delta Air Lines, Inc. | 4 | November 24, 2009 |
its business and to enter into
the Pass Through Trust Agreement, each Trust Supplement and the Pass Through Certificates of such
class (in the case of the related Trustee), and to perform its obligations thereunder. We have
further assumed that the execution, delivery, and performance by each of the Company and the
Trustee of its obligations under the Pass Through Trust Agreement, each Trust Supplement and the
Pass Through Certificates (i) do not and will not contravene, conflict with, breach, or
constitute (with or without notice or lapse of time) a default under, or result in the creation of
a lien upon any of its properties under, the terms of (x) its charter or by-laws or other
constituent documents, (y) any agreement, instrument, obligation, or contract to which it
is a party or by which it or its properties may be bound, or (z) any applicable law, rule,
or regulation or any applicable requirement or restriction imposed by any court, tribunal, or
governmental body and (ii) do not and will not require any consent, approval,
authorization, registration, or filing under any applicable law, rule, or regulation (other than
those that have been obtained).
We hereby consent to the filing of this opinion as an exhibit to the Companys Current Report
on Form 8-K filed on the date hereof and incorporated by reference in the Registration Statement
and to the use of our name under the caption Validity of the Certificates in the Prospectus. In
giving such consent, we do not thereby concede that we are within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours, |
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/s/ Debevoise & Plimpton LLP | ||||