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8-K - FORM 8-K - US AIRWAYS GROUP INCd544095d8k.htm
EX-4.1 - EX-4.1 - US AIRWAYS GROUP INCd544095dex41.htm
EX-1.1 - EX-1.1 - US AIRWAYS GROUP INCd544095dex11.htm
EX-4.2 - EX-4.2 - US AIRWAYS GROUP INCd544095dex42.htm

Exhibit 5.1

 

   53rd at Third
   885 Third Avenue
   New York, New York 10022-4834
   Tel: +1.212.906.1200 Fax: +1.212.751.4864
   www.lw.com
LOGO    FIRM / AFFILIATE OFFICES
   Abu Dhabi    Moscow
   Barcelona    Munich
   Beijing    New Jersey
   Boston    New York
   Brussels    Orange County
   Chicago    Paris
   Doha    Riyadh
May 24, 2013    Dubai    Rome
   Frankfurt    San Diego
   Hamburg    San Francisco
   Hong Kong    Shanghai
   Houston    Silicon Valley
US Airways Group, Inc.    London    Singapore
111 West Rio Salado Parkway    Los Angeles    Tokyo
Tempe, Arizona 85281    Madrid    Washington, D.C.
   Milan   
Re: Registration Statement No. 333-181718 – Issuance of $500,000,000 Aggregate Principal Amount of 6.125% Senior Notes due 2018      

Ladies and Gentlemen:

We have acted as special counsel to US Airways Group, Inc., a Delaware corporation (the “Company”), in connection with the Company’s issuance of $500,000,000 aggregate principal amount of 6.125% Senior Notes due 2018 (the “Notes”) and the guarantee of the Notes (the “Guarantees”) by US Airways, Inc., a Delaware corporation (the “Guarantor”), under an indenture, dated as of May 24, 2013 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), is supplemented by a supplemental indenture thereto, dated as of May 24, 201, among the Company, the Guarantor and the Trustee (the Base Indenture, as so supplemented, the “Indenture”) and pursuant to 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 May 25, 2012 (Registration No. 333-181718) (as amended, the “Registration Statement”).

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 Notes.

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 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 and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.


May 24, 2013

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Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

 

  (1) The Notes have been duly authorized by all necessary corporate action of the Company, and are the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

  (2) The Guarantees have been duly authorized by all necessary corporate action of the Guarantor, and are the legally valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with their term.

Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) 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; (iii) 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 (iv) we express no opinion as 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, arbitration, remedies, or judicial relief, (c) waivers of rights or defenses contained in Section 4.4 of the Base Indenture, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of any Notes, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (f) the creation, validity, attachment, perfection, or priority of any lien or security interest, (g) 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, (h) waivers of broadly or vaguely stated rights, (i) provisions for exclusivity, election or cumulation of rights or remedies, (j) provisions authorizing or validating conclusive or discretionary determinations, (k) grants of setoff rights, (l) proxies, powers and trusts, (m) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, (n) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, and (o) the severability, if invalid, of provisions to the foregoing effect.

With your consent, we have assumed (a) that the Indenture and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company, (b) that each of the Documents constitutes or will 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 each 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


May 24, 2013

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governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or to 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 Company’s Form 8-K dated May 24, 2013 and to the reference to our firm contained in the prospectus for the offering of the Notes 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