Attached files
Exhibit 8.1
[Debevoise & Plimpton LLP Letterhead]
January 25, 2011
American Airlines, Inc.
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
American Airlines, Inc.
Pass Through Certificates, Series 2011-1
Pass Through Certificates, Series 2011-1
Ladies and Gentlemen:
We have acted as special United States tax counsel to AMR Corporation, a Delaware corporation
(the Guarantor), and American Airlines, Inc., a Delaware corporation and wholly-owned
subsidiary of the Guarantor (the Company), in connection with the Registration Statement
on Form S-3 (Registration Nos. 333-160646 and 333-160646-01) (the Registration Statement)
and in connection with the issuance and sale by the Company today of $503,206,000 face amount of
Pass Through Certificates, Series 2011-1A (the Class A Certificates) and $153,826,000
face amount of Pass Through Certificates, Series 2011-1B (the Class B Certificates and,
together with the Class A Certificates, the Certificates) to Goldman, Sachs & Co.,
Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the
several underwriters (the Underwriters) named in Schedule I to the Underwriting
Agreement, dated as of January 20, 2011 (the Underwriting Agreement), among the Company,
the Guarantor and the Underwriters, and the issuance by the Guarantor of the related guarantee of
the payment obligations under the equipment notes to be issued by the Company underlying the
Certificates (the Guarantee) pursuant to the Guarantee dated as of January 25, 2011. The
Certificates will be issued under the Pass Through Trust Agreement, dated as of March 21, 2002 (the
Basic Agreement), between the Company and U.S. Bank Trust National Association (as
successor to State Street Bank and Trust Company of Connecticut, National Association), as pass
through trustee for the trust relating to each class of Certificates, as supplemented for the Class
A Certificates by the Trust Supplement 2011-1A, dated as of January 25, 2011 (the Class A
Trust Supplement), among the Company, the Guarantor and the Class A Trustee (the Basic
Agreement, together with the Class A Trust Supplement, the Class A Trust Agreement), and
as supplemented for the Class B Certificates by the Trust Supplement 2011-1B, dated as of January
25, 2011 (the Class B Trust Supplement and together with the Class A Trust Supplement,
the Trust Supplements), among the Company, the
Guarantor and the Class B Trustee (the Basic Agreement, together with the Class B Trust
Supplement, the Class B Trust Agreement and together with the Class A Trust Agreement,
the Trust Agreements). Capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Trust Agreements.
American Airlines, Inc. | January 25, 2011 |
As used herein, the following terms have the following meanings: the term Prospectus
Supplement means the prospectus supplement, dated January 20, 2011, relating to the
Certificates, in the form filed with the Securities and Exchange Commission (the
Commission) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
1933 Act), including the documents incorporated by reference therein. The term
Prospectus means the base prospectus included in the Registration Statement, as
supplemented by, and together with, the Prospectus Supplement, in the forms filed with the
Commission pursuant to Rule 424(b) under the 1933 Act, including the documents incorporated by
reference therein.
In rendering the opinion expressed below, (a) we have examined and relied on the
originals, or copies certified or otherwise identified to our satisfaction, of such agreements,
documents and records of the Company and the Guarantor and such other instruments and certificates
of public officials, officers and representatives of the Company, the Guarantor and others as we
have deemed necessary or appropriate for the purposes of such opinion, (b) we have examined
and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the
certificates of public officials, officers and representatives of the Company, the Guarantor and
others delivered to us and the representations and warranties contained in or made pursuant to the
Trust Agreements, the Guarantee, the Underwriting Agreement, the Escrow Agreements, the Deposit
Agreements, the Intercreditor Agreement, the NPA and the forms of Participation Agreement and
Indenture attached thereto, and the Liquidity Facilities and any other applicable
documents (all of the foregoing, the Transaction Documents) and (c) we have made
such investigations of law as we have deemed necessary or appropriate as a basis for such opinions.
In addition, we have assumed, without independent investigation or inquiry, (i) the
authenticity and completeness of all documents submitted to us as originals, (ii) the
genuineness of all signatures on all documents that we examined, (iii) the conformity to
authentic originals and completeness of documents submitted to us as certified, conformed or
reproduction copies, (iv) the legal capacity of all natural persons executing documents,
(v) the performance of all covenants and other undertakings set forth in, and the
consummation of all transactions contemplated by, the Transaction Documents in accordance with the
terms thereof, and (vi) that none of the material terms and conditions of the Transaction
Documents have been or will be waived or modified and that there are no documents or understandings
between the parties that would alter, or are inconsistent with, the terms set forth in the
Transaction Documents. We have further assumed that the Certificates have been issued, delivered
and paid for in accordance with the terms of the Underwriting Agreement.
Based on the foregoing, and subject to the limitations, qualifications and assumptions set
forth herein and in the Prospectus Supplement, we are of the opinion that
the statements in the Prospectus Supplement under the heading Certain U.S. Federal Income Tax
Consequences, insofar as such statements purport to summarize U.S. federal income tax law or state
legal conclusions with respect thereto, are accurate in all material respects.
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American Airlines, Inc. | January 25, 2011 |
Our opinion is based upon the tax laws of the United States, as well as judicial and
administrative interpretations thereof (in final or proposed form), all as in effect on the date of
the Prospectus Supplement and all of which are subject to change or differing interpretations,
which could apply retroactively. Our opinion is limited to, and no opinion is implied or may be
inferred beyond, the matters expressly addressed herein. Our opinion is rendered only as of the
date hereof, and we assume no responsibility to advise you or any other person of facts,
circumstances, changes in law, or other events or developments that hereafter may occur or be
brought to our attention and that may affect the opinion expressed herein.
We hereby consent to the filing of this opinion as an exhibit to each of the Companys and the
Guarantors Current Reports on Form 8-K filed with the Commission on January 25, 2011 and
incorporated by reference in the Registration Statement. 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
1933 Act, or the rules and regulations of the Commission thereunder.
Very truly yours, |
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/s/ Debevoise & Plimpton LLP | ||||
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