Attached files
Exhibit 5.1
June 28, 2011
US Airways, Inc.
US Airways Group, Inc.
111 West Rio Salado Parkway
Tempe, Arizona
US Airways Group, Inc.
111 West Rio Salado Parkway
Tempe, Arizona
Re: | US Airways Pass Through Certificates, Series 2011-1 |
Ladies and Gentlemen:
We have acted as special counsel to US Airways, Inc., a Delaware corporation (the
Company), and US Airways Group, Inc., a Delaware corporation (the Parent
Guarantor), in connection with the issuance of $293,944,000 aggregate principal balance of US
Airways Pass Through Certificates, Series 2011-1A-O, $94,283,000 aggregate principal balance of US
Airways Pass Through Certificates, Series 2011-1A-O and $83,193,000 aggregate principal balance of
US Airways Pass Through Certificates, Series 2011-1C-O (collectively, the Pass Through
Certificates), under the Pass Through Trust Agreement, dated as of June 28, 2011, between the
Company and Wilmington Trust Company, as the pass through trustee (the Pass Through
Trustee), as supplemented by Trust Supplement No. 2011-1A-O, Trust Supplement No. 2011-1B-O
and Trust Supplement No. 2011-1C-O thereto (collectively, the Original Pass Through Trust
Agreements), and pursuant to (i) a registration statement on Form S-3 under the Securities Act
of 1933, as amended (the Act), filed with the Securities and Exchange Commission (the
Commission) on December 3, 2009 (Registration No. 333-163463) (as so filed and as
amended, the Registration Statement), (ii) a base prospectus, dated December 3, 2009 (the
Base Prospectus), included in the Registration Statement at the time it originally became
effective, (iii) a final prospectus supplement with respect to the Class A certificates and Class B
certificates, dated June 21, 2011 (together with the Base Prospectus, the Class A/B
Prospectus), filed with the Commission pursuant to Rule 424(b) under the Act, (iv) a final
prospectus supplement with respect to the Class C certificates, dated June 22, 2011 (together with
the Base Prospectus, the Class C Prospectus and the Class C Prospectus and the Class A/B
Prospectus, each, a Prospectus), filed with the Commission pursuant to Rule 424(b) under
the Act, (v) an underwriting agreement with respect to the Class A certificates and Class B
certificates, dated June 21, 2011 (the Class A/B Underwriting Agreement), among Morgan
Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC
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and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the
Underwriters), the Company, the Parent Guarantor and The Bank of New York Mellon, as
depositary and (v) an underwriting agreement with respect to the Class C certificates, dated June
22, 2011 (the Class C Underwriting Agreement), among the Underwriters, the Company, the
Parent Guarantor and The Bank of New York Mellon, as depositary
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of
Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the
contents of the Registration Statement or related prospectus, other than as expressly stated herein
with respect to the issue of the Pass Through Certificates.
As such counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter. With your consent, we have relied upon
certificates and other assurances of officers of the Company, the Parent Guarantor and others as to
factual matters without having independently verified such factual matters. We are opining herein
as to the internal laws of the State of New York and, the General Corporation Law of the State of
Delaware (the DGCL), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of
the date hereof, each of the Original Pass Through Trust Agreements constitutes a legally valid and
binding obligation of the Company and the Pass Through Trustee, enforceable against the Company and
the Pass Through Trustee in accordance with its terms, and each of the Pass Through Certificates
has been validly issued and is entitled to the benefits provided by the related Original Pass
Through Trust Agreement.
Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and remedies of creditors;
(ii) the effect of preference or fraudulent transfer; (iii) the effect of general principles of
equity, whether considered in a proceeding in equity or at law (including the possible
unavailability of specific performance or injunctive relief), concepts of materiality,
reasonableness, good faith and fair dealing, and the discretion of the court before which a
proceeding is brought; (iv) the invalidity under certain circumstances under law or court decisions
of provisions providing for the indemnification of or contribution to a party with respect to a
liability where such indemnification or contribution is contrary to public policy; and (v) we
express no opinion with respect to (a) any provision for liquidated damages, default interest, late
charges, monetary penalties, make-whole premiums or other economic remedies to the extent such
provisions are deemed to constitute a penalty; (b) consents to, or restrictions upon, governing
law, jurisdiction, venue, service of process, arbitration, remedies or judicial relief; (c) advance
waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary
requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (d)
waivers of broadly or vaguely stated rights; (e) grants of setoff rights; (f) provisions to the
effect that a guarantor is liable as a primary obligor, and not as a surety, and provisions
purporting to waive modifications of any guaranteed obligations to the extent such modification
constitutes a novation; (g) any provision requiring the payment of attorneys fees, where such
payment is contrary to law or public policy; (h) proxies and powers of attorney; (i) provisions
prohibiting, restricting or requiring consent to assignment or transfer of any right or property;
(j) the creation, validity,
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attachment, perfection, or priority of any lien or security interest; (k) provisions for
exclusivity, election or cumulation of rights or remedies; (l) provisions authorizing or validating
conclusive or discretionary determinations; and (m) the severability, if invalid, of provisions to
the foregoing effect.
With your consent, we have assumed (a) that the Original Pass Through Trust Agreements and the
Pass Through Certificates (collectively, the Documents) have been duly authorized,
executed and delivered by the parties thereto other than the Company, (b) that the Documents
constitute legally valid and binding obligations of the parties thereto other than the Company,
enforceable against each of them in accordance with their respective terms, and (c) that the status
of the Documents as legally valid and binding obligations of the parties is not affected by any (i)
breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules,
regulations or court or governmental orders, or (iii) failures to obtain required consents,
approvals or authorizations from, or make required registrations, declarations or filings with,
governmental authorities.
This opinion is for your benefit in connection with the Registration Statement and may be
relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of
the Act. We consent to your filing this opinion as an exhibit to the Companys Form 8-K and to the
reference to our firm contained in the Prospectus under the heading Legal Matters. In giving such
consent, we do not thereby admit that we are in 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,
/s/ Latham & Watkins LLP