Attached files
file | filename |
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8-K - FORM 8-K - DELTA AIR LINES, INC. | g23961e8vk.htm |
EX-1.1 - EX-1.1 - DELTA AIR LINES, INC. | g23961exv1w1.htm |
EX-4.4 - EX-4.4 - DELTA AIR LINES, INC. | g23961exv4w4.htm |
EX-4.8 - EX-4.8 - DELTA AIR LINES, INC. | g23961exv4w8.htm |
EX-4.7 - EX-4.7 - DELTA AIR LINES, INC. | g23961exv4w7.htm |
EX-4.9 - EX-4.9 - DELTA AIR LINES, INC. | g23961exv4w9.htm |
EX-4.2 - EX-4.2 - DELTA AIR LINES, INC. | g23961exv4w2.htm |
EX-5.2 - EX-5.2 - DELTA AIR LINES, INC. | g23961exv5w2.htm |
EX-5.1 - EX-5.1 - DELTA AIR LINES, INC. | g23961exv5w1.htm |
EX-4.6 - EX-4.6 - DELTA AIR LINES, INC. | g23961exv4w6.htm |
EX-4.5 - EX-4.5 - DELTA AIR LINES, INC. | g23961exv4w5.htm |
EX-4.10 - EX-4.10 - DELTA AIR LINES, INC. | g23961exv4w10.htm |
EX-8.1 - EX-8.1 - DELTA AIR LINES, INC. | g23961exv8w1.htm |
EX-23.2 - EX-23.2 - DELTA AIR LINES, INC. | g23961exv23w2.htm |
EX-23.1 - EX_23.1 - DELTA AIR LINES, INC. | g23961exv23w1.htm |
EX-23.3 - EX-23.3 - DELTA AIR LINES, INC. | g23961exv23w3.htm |
EXHIBIT 5.3
[DELTA AIR LINES, INC. LETTERHEAD]
July 2, 2010
Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, Georgia 30354
Re:
|
Delta Air Lines, Inc. 2010-1A Pass Through Trust | |
Pass Through Certificates, Series 2010-1A |
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 $450,000,000 face amount of Pass Through Certificates, Series 2010-1A (the Pass
Through Certificates), pursuant to the Underwriting Agreement, dated June 28, 2010 (the
Underwriting Agreement), among the Company and Goldman, Sachs & Co. and Credit Suisse
Securities (USA) LLC, as representatives of the several underwriters listed on Schedule I thereto
(the Underwriters). The Pass Through Certificates will be 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), as pass through trustee for
the trust relating to the Pass Through Certificates (being referred to herein individually as the
Trustee), as supplemented for the Pass Through Certificates by the Trust Supplement
2010-1A, dated as of July 2, 2010 (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 Act on June 29, 2010.
In so acting, I or counsel under my general supervision 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 A 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 | ||||