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-5.1 - EX-5.1 - DELTA AIR LINES, INC. | g21359exv5w1.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 5.3
[DELTA AIR LINES, INC. LETTERHEAD]
November 24, 2009
Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, Georgia 30354
1030 Delta Boulevard
Atlanta, Georgia 30354
Re: | Delta Air Lines, Inc. 2009-1 Pass Through Trust Pass Through Certificates, Series 2009-1A Pass Through Certificates, Series 2009-1B |
Ladies and Gentlemen:
I am Vice President and Deputy General Counsel of Delta Air Lines, Inc., a Delaware
corporation (the Company), and have acted as such in connection with the Registration
Statement on Form S-3 (Registration No. 333-163173) (the Registration Statement) filed
with the Securities and Exchange Commission (the SEC) under the Securities Act of 1933,
as amended (the 1933 Act), 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 will be 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 (being referred to herein individually as 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 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 SEC pursuant to Rule 424(b) under the Act on November 20, 2009.
In so acting, I or counsel under my general supervision have examined the Registration
Statement, the Prospectus, the Pass Through Trust Agreement and the Trust Supplements and have also
examined and relied upon the representations and warranties contained therein or made pursuant
thereto, and on certificates of officers of the Company and of public officials as to factual
matters, and upon the originals, or copies certified or otherwise identified to my satisfaction, of
such records, documents and other instruments as in my judgment are necessary or advisable to
enable me to render the opinion expressed below. In all such examinations, I have assumed the
genuineness of all signatures (other than those on behalf of the Company), the legal capacity of
natural persons, the authenticity of all documents submitted to me as originals and the conformity
to original documents of all documents submitted to me as certified or photostatic copies, and as
to certificates and telegraphic and telephonic confirmations given by public officials, I have
assumed the same to have been properly given and to be accurate.
Based on the foregoing and subject to the assumptions and qualifications set forth below, I am
of the following opinion:
1. The Company has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the State of Delaware.
2. The Company has the corporate power and authority under Delaware law to execute,
deliver and perform its obligations under the Pass Through Trust Agreement and the Trust
Supplements.
3. The Pass Through Trust Agreement and the Trust Supplements have been duly
authorized, validly executed and delivered by the Company.
The opinions expressed herein are limited in all respects to the General Corporation Law of
the State of Delaware, the applicable provisions of the Delaware Constitution, and the reported
judicial decisions interpreting these laws, and the federal laws of the United States, except that
I express no opinion with respect to the antitrust, bankruptcy, environmental, securities or tax
laws of any jurisdiction, and no opinion is expressed with respect to the laws of any other
jurisdiction or any effect which such law may have on the opinions expressed herein.
This opinion letter is limited to the matters stated, and no opinion is implied or may be
inferred beyond those opinions expressly stated herein. The opinions expressed herein are rendered
only as of the date hereof, and I assume no responsibility to advise you of changes in law, facts,
circumstances, events or developments which hereafter may be brought to my attention and which may
alter, affect or modify such opinions. In connection with the issuance of the Pass Through
Certificates, Debevoise & Plimpton LLP may receive a copy of this letter and rely on the opinions
set forth herein.
I 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 the reference to my name under the caption Validity of the Certificates in the Prospectus.
In giving such consent, I do not thereby concede that I am within the category of persons whose
consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC
thereunder.
Very truly yours, | ||
/s/ Leslie P. Klemperer Vice President and Deputy General Counsel |