Attached files

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8-K - FORM 8-K - AMERICAN AIRLINES INCd890456d8k.htm
EX-4.8 - EXHIBIT 4.8 - AMERICAN AIRLINES INCd890456dex48.htm
EX-4.10 - EXHIBIT 4.10 - AMERICAN AIRLINES INCd890456dex410.htm
EX-4.3 - EXHIBIT 4.3 - AMERICAN AIRLINES INCd890456dex43.htm
EX-4.2 - EXHIBIT 4.2 - AMERICAN AIRLINES INCd890456dex42.htm
EX-4.4 - EXHIBIT 4.4 - AMERICAN AIRLINES INCd890456dex44.htm
EX-4.5 - EXHIBIT 4.5 - AMERICAN AIRLINES INCd890456dex45.htm
EX-4.14 - EXHIBIT 4.14 - AMERICAN AIRLINES INCd890456dex414.htm
EX-4.11 - EXHIBIT 4.11 - AMERICAN AIRLINES INCd890456dex411.htm
EX-4.15 - EXHIBIT 4.15 - AMERICAN AIRLINES INCd890456dex415.htm
EX-4.9 - EXHIBIT 4.9 - AMERICAN AIRLINES INCd890456dex49.htm
EX-4.7 - EXHIBIT 4.7 - AMERICAN AIRLINES INCd890456dex47.htm
EX-4.6 - EXHIBIT 4.6 - AMERICAN AIRLINES INCd890456dex46.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 Milan
Barcelona Moscow
Beijing Munich
Boston New Jersey
Brussels New York
Century City Orange County
Chicago Paris
Doha Riyadh
Dubai Rome
Düsseldorf San Diego
March 16, 2015 Frankfurt San Francisco
Hamburg Shanghai
Hong Kong Silicon Valley
Houston Singapore
American Airlines, Inc. London Tokyo
4333 Amon Carter Blvd. Los Angeles Washington, D.C.
Fort Worth, TX 76155 Madrid
File No. 046817-0510

 

Re: American Airlines Pass Through Certificates, Series

2015-1

Ladies and Gentlemen:

We have acted as special counsel to American Airlines, Inc., a Delaware corporation (the “Company”), in connection with the sale to Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., J.P. Morgan Securities LLC, BNP Paribas Securities Inc. and Credit Agricole Securities (USA) Inc. (collectively, the “Underwriters”) by Wilmington Trust Company, as the pass through trustee (in such capacity under the Pass Through Trust Agreements, the “Pass Through Trustee”), of $947,778,000 aggregate face amount of American Airlines Pass Through Certificates, Series 2015-1A (the “Class A Certificates”) and $266,046,000 aggregate face amount of American Airlines Pass Through Certificates, Series 2015-1B (the “Class B Certificates” and together with the Class A Certificates, collectively, the “Pass Through Certificates”), 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 March 19, 2014 (Registration No. 333- 194685) (as so filed and as amended, the “Registration Statement”), a base prospectus, dated March 19, 2014 (the “Base Prospectus”), included in the Registration Statement at the time it originally became effective, a preliminary prospectus supplement with respect to the Pass Through Certificates, dated March 2, 2015 (the “Preliminary Prospectus Supplement” and, together with the Base Prospectus, the “Preliminary Prospectus”), filed with the Commission pursuant to Rule 424(b) under the Act, each document that the Company has identified as an “issuer free writing prospectus” (as defined in Rule 433 and Rule 405 under the Act) and that is described on Exhibit A attached hereto (each, a “Specified IFWP”), a final prospectus supplement with respect to the Pass Through Certificates, dated March 2, 2015 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), filed with the Commission pursuant to Rule 424(b) under the Act, and an underwriting agreement with


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respect to the Pass Through Certificates, dated March 2, 2015 (the “Underwriting Agreement”), among the Underwriters, the Company and the Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as depositary (the “Depositary”). The Pass Through Certificates are being issued pursuant to the Pass Through Trust Agreement, dated as of September 16, 2014, and Trust Supplement No. 2015-1A and Trust Supplement No. 2015-1B thereto (collectively, the “Pass Through Trust Agreements”). 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 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.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, each of the 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 Pass Through Trust Agreement.

Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, 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, 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) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (g) proxies and powers of attorney; (h) provisions prohibiting, restricting or requiring consent to assignment or transfer of any right or property; (i) the creation, validity, attachment, perfection, or priority of any lien or


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security interest; (j) provisions for exclusivity, election or cumulation of rights or remedies; (k) provisions authorizing or validating conclusive or discretionary determinations; and (l) the severability, if invalid, of provisions to the foregoing effect.

With your consent, we have assumed (a) that the 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 Company’s Form 8-K dated as of the date hereof 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


EXHIBIT A

SPECIFIED ISSUER FREE WRITING PROSPECTUSES

 

1. Free writing prospectus in the form attached as Schedule C of the Underwriting Agreement, dated March 2, 2015 and filed with the Commission on March 2, 2015.

 

2. Free writing prospectus in the form of the investor presentation of the Company, identified on Schedule A of the Underwriting Agreement, dated March 2, 2015 and filed with the Commission on March 2, 2015.