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-5.3 - EX-5.3 - DELTA AIR LINES, INC. | g23961exv5w3.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 8.1
[Letterhead of Debevoise & Plimpton LLP]
July 2, 2010
Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, Georgia 30354
1030 Delta Boulevard
Atlanta, Georgia 30354
Delta Air Lines, Inc.
2010-1 EETC Pass Through Certificates
2010-1 EETC Pass Through Certificates
Ladies and Gentlemen:
We have acted as special United States tax counsel to Delta Air Lines, Inc., a Delaware
corporation (the Company), in connection with the Registration Statement on Form S-3
filed on June 28, 2010 (the Registration Statement) with the Securities and Exchange
Commission (the Commission) under the Securities Act of 1933, as amended (the
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 Certificates) to Goldman,
Sachs & Co. and Credit Suisse Securities (USA) LLC, as the underwriters (the
Underwriters) named in Schedule I to the Underwriting Agreement, dated June 28, 2010 (the
Underwriting Agreement), among the Company and the Underwriters. The Certificates will
be issued under the Pass Through Trust Agreement, dated as of November 16, 2000 (the Basic
Agreement), between the Company and U.S. Bank Trust National Association (U.S. Bank
Trust) (as successor to State Street Bank and Trust Company of Connecticut, National
Association), as Pass Through Trustee for the trust relating to the Certificates (being referred to
herein individually as the Trustee), to be supplemented by a Trust Supplement to the
Basic Agreement between the Company and the Trustee (the Trust Supplement) (the Basic
Agreement, together with the Trust Supplement, the Pass Through Trust Agreement).
Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Pass
Through Trust Agreement. As used herein, the term Prospectus means the final prospectus
supplement relating to the Certificates in the form filed with the Commission pursuant to Rule
424(b) under the Act on June 29, 2010.
In rendering the opinion expressed below, (a) we have examined and relied on the
originals, or copies certified or otherwise identified to our satisfaction, of such agreements,
documents and records of the Company and such other instruments and certificates of public
officials, officers and representatives of the Company and others as we have deemed necessary or
appropriate for the purposes of such opinion, (b) we have
Delta Air Lines, Inc. | 2 | July 2, 2010 |
examined and relied as to factual matters upon, and have assumed the accuracy of, the
statements made in the certificates of public officials, officers and representatives of the
Company and others delivered to us and the representations and warranties contained in or made
pursuant to the Pass Through Trust Agreement, the Underwriting Agreement, the Escrow Agreement, the
Deposit Agreement, the Intercreditor Agreement, the Note Purchase Agreement and the forms of
Participation Agreement and Indenture attached thereto, the Liquidity Facility and any
other applicable documents (all of the foregoing, the Transaction Documents) and
(c) we have made such investigations of law as we have deemed necessary or appropriate as a
basis for such opinions. In addition, we have assumed, without independent investigation or
inquiry, (i) the authenticity and completeness of all documents submitted to us as
originals, (ii) the genuineness of all signatures on all documents that we examined,
(iii) the conformity to authentic originals and completeness of documents submitted to us
as certified, conformed or reproduction copies, (iv) the legal capacity of all natural
persons executing documents, (v) the performance of all covenants and other undertakings
set forth in, and the consummation of all transactions contemplated by, the Transaction Documents
in accordance with the terms thereof, and (vi) that none of the material terms and
conditions of the Transaction Documents have been or will be waived or modified and that there are
no documents or understandings between the parties that would alter, or are inconsistent with, the
terms set forth in the Transaction Documents. We have further assumed that the Certificates have
been issued, delivered and paid for in accordance with the terms of the Prospectus.
Based on the foregoing, and subject to the limitations, qualifications and assumptions set
forth herein and in the Prospectus, we are of the opinion that the statements in the Prospectus
under the heading Certain U.S. Federal Income Tax Consequences, insofar as such statements
purport to summarize U.S. federal income tax law or state legal conclusions with respect thereto,
are accurate in all material respects.
Our opinion is based upon the tax laws of the United States, as well as judicial and
administrative interpretations thereof (in final or proposed form), all as in effect on the date of
the Prospectus and all of which are subject to change or differing interpretations, which could
apply retroactively. Our opinion is limited to, and no opinion is implied or may be inferred
beyond, the matters expressly addressed herein.
Our opinion is rendered only as of the date hereof, and we assume no responsibility to advise
you or any other person of facts, circumstances, changes in law, or other events or developments
that hereafter may occur or be brought to our attention and that may affect the opinion expressed
herein.
We 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.
In giving such consent, we do not thereby concede that we are
Delta Air Lines, Inc. | 3 | July 2, 2010 |
within 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, |
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/s/ Debevoise & Plimpton LLP | ||||