Attached files
Exhibit 5.3
[DELTA AIR LINES, INC. LETTERHEAD]
February 14, 2011
Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, Georgia 30354
1030 Delta Boulevard
Atlanta, Georgia 30354
Re: | Delta Air Lines, Inc. 2010-2B Pass Through Trust Pass Through Certificates, Series 2010-2B |
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. 333-167811) (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 $134,646,000 face amount of Pass Through Certificates, Series 2010-2B (the Pass
Through Certificates) pursuant to the Underwriting Agreement, dated February 7, 2011 (the
Underwriting Agreement), among the Company and Morgan Stanley & Co. Incorporated,
Deutsche Bank Securities Inc. and Goldman Sachs & Co., as representatives of the several
underwriters listed on Schedule I thereto (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) (U.S. Bank Trust), as pass through trustee for the trust relating
to the Pass Through Certificates (the Trustee), as supplemented by the Trust Supplement
2010-2B, dated as of February 14, 2011 (the Trust Supplement). As used herein, the term
Prospectus means the final prospectus supplement relating to the Pass Through
Certificates in the form filed with the SEC pursuant to Rule 424(b) under the 1933 Act on February
9, 2011.
In so acting, I or other counsel under the general supervision of the General Counsel of the
Company have examined the Registration Statement, the Prospectus, the Pass Through Trust Agreement
and the Trust Supplement 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
Supplement.
3. The Pass Through Trust Agreement and the Trust Supplement 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 Class B 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, |
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/s/ Leslie P. Klemperer | ||||
Vice President and Deputy General Counsel | ||||