Attached files
Exhibit 5.1
[DEBEVOISE & PLIMPTON LLP LETTERHEAD]
January 25, 2011
American Airlines, Inc.
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
American Airlines, Inc.
Pass Through Certificates, Series 2011-1
Pass Through Certificates, Series 2011-1
Ladies and Gentlemen:
We have acted as special counsel to AMR Corporation, a Delaware corporation (the
Guarantor), and American Airlines, Inc., a Delaware corporation and wholly-owned
subsidiary of the Guarantor (the Company), in connection with the Registration Statement
on Form S-3 (Registration Nos. 333-160646 and 333-160646-01) (the Registration Statement)
and in connection with the issuance and sale by the Company today of $503,206,000 face amount of
Pass Through Certificates, Series 2011-1A (the Class A Certificates) and $153,826,000
face amount of Pass Through Certificates, Series 2011-1B (the Class B Certificates and,
together with the Class A Certificates, the Certificates) to Goldman, Sachs & Co.,
Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the
several underwriters (the Underwriters) named in Schedule I to the Underwriting
Agreement, dated as of January 20, 2011 (the Underwriting Agreement), among the Company,
the Guarantor and the Underwriters, and the issuance by the Guarantor of the related guarantee of
the payment obligations under the equipment notes to be issued by the Company underlying the
Certificates (the Guarantee) pursuant to the Guarantee dated as of January 25, 2011. The
Certificates will be issued under the Pass Through Trust Agreement, dated as of March 21, 2002 (the
Basic Agreement), between the Company and U.S. Bank Trust National Association (as
successor to State Street Bank and Trust Company of Connecticut, National Association), as pass
through trustee for the trust relating to each class of Certificates (with respect to the Class A
Certificates, the Class A Trustee and with respect to the Class B Certificates, the
Class B Trustee and, together, the Trustee), as supplemented for the Class A
Certificates by the Trust Supplement 2011-1A, dated as of January 25, 2011 (the Class A Trust
Supplement), among the Company, the Guarantor and the Class A Trustee (the Basic Agreement,
together with the Class A Trust Supplement, the Class A Trust Agreement), and as
supplemented for the Class B Certificates by the Trust Supplement 2011-1B, dated as of January 25,
2011 (the Class B Trust Supplement and together with the Class A Trust Supplement, the
Trust Supplements), among the Company, the Guarantor and the Class B Trustee (the Basic
American Airlines, Inc. | 2 | January 25, 2011 |
Agreement, together with the Class B Trust Supplement, the Class B Trust Agreement and
together with the Class A Trust Agreement, the Trust Agreements).
As used herein, the following terms have the following meanings: the term Prospectus
Supplement means the prospectus supplement, dated January 20, 2011, relating to the
Certificates, in the form filed with the Securities and Exchange Commission (the
Commission) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
1933 Act), including the documents incorporated by reference therein. The term
Prospectus means the base prospectus included in the Registration Statement, as
supplemented by, and together with, the Prospectus Supplement, in the forms filed with the
Commission pursuant to Rule 424(b) under the 1933 Act, including the documents incorporated by
reference therein.
In rendering the opinions 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 the Guarantor and such other instruments and certificates
of public officials, officers and representatives of the Company, the Guarantor and others as we
have deemed necessary or appropriate for the purposes of such opinions, (b) we have
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, the
Guarantor and others delivered to us and the representations and warranties contained in or made
pursuant to the Trust Agreements, the Guarantee, the Underwriting Agreement and any other
applicable documents and (c) we have made such investigations of law as we have deemed
necessary or appropriate as a basis for such opinions. In rendering the opinions expressed below,
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 and
(iv) the legal capacity of all natural persons executing documents. We have further
assumed that the Certificates have been issued, delivered and paid for in accordance with the terms
of the Underwriting Agreement.
Based on and subject to the foregoing and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that:
1. The Class A Certificates being issued today constitute the valid and binding obligation of
the Class A Trustee, enforceable against the Class A Trustee in accordance with their terms, and
the holders of the Class A Certificates are entitled to the benefits of the Class A Trust
Agreement.
2. The Class B Certificates being issued today constitute the valid and binding obligation of
the Class B Trustee, enforceable against the Class B Trustee in accordance with their terms, and
the holders of such Class B Certificates are entitled to the benefits of the Class B Trust
Agreement.
American Airlines, Inc. | 3 | January 25, 2011 |
3. The Guarantee constitutes a valid and binding obligation of the Guarantor, enforceable
against the Guarantor in accordance with its terms.
Our opinions set forth above are subject to the effects of: (i) bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws and
other similar laws relating to or affecting creditors or secured parties rights or remedies
generally, (ii) general equitable principles (whether considered in a proceeding at law or
in equity), (iii) concepts of good faith, reasonableness and fair dealing, and standards of
materiality and (iv) limitations on the validity or enforceability of indemnification,
contribution or exculpation under applicable law (including court decisions) or public policy.
Without limiting the foregoing, we express no opinion as to the validity, binding effect or
enforceability of any provision of the Certificates, the Trust Agreements or the Guarantee that
purports to (i) waive, release or vary any defense, right or privilege of, or any duties
owing to, any party to the extent that such waiver, release or variation may be limited by Section
1-102(3) of the Uniform Commercial Code (as in effect in any applicable jurisdiction) or other
provisions of applicable law, (ii) constitute a waiver of inconvenient forum or improper
venue, (iii) relate to the subject matter jurisdiction of a court to adjudicate any
controversy or (iv) provide that any prohibited or unenforceable provision thereof may be
severed without invalidating the remaining provisions thereof. In addition, the enforceability of
any provision in the Certificates, the Trust Agreements or the Guarantee to the effect that
(x) the terms thereof may not be waived or modified except in writing, or (y)
certain determinations made by one party shall have conclusive effect, may be limited under certain
circumstances. We express no opinion as to any provisions of the Certificates, the Trust
Agreements or the Guarantee relating to the submission to the jurisdiction of any court other than
the courts of the State of New York sitting in the County of New York and the United States
District Court for the Southern District of New York, and we express no opinion as to whether a
United States Federal court would accept jurisdiction in any dispute, action, suit or proceeding
arising out of or relating to the Certificates, the Trust Agreements or the Guarantee, or any of
the transactions contemplated thereby.
We express no opinion as to the laws of any jurisdiction other than the laws of the State of
New York and the Federal laws of the United States of America, as currently in effect, in each case
that in our experience are normally applicable to transactions of this type, except that we do not
express any opinion concerning aviation laws (including without limitation Title 49 of the U.S.
Code, the Cape Town Treaty or any other laws, rules, or regulations of the United States of America
or promulgated under the Cape Town Treaty relating to the acquisition, ownership, registration,
leasing, financing, mortgaging, use or operation of any aircraft, aircraft engines or any part
thereof) or other laws, rules or regulations applicable to the particular nature of the equipment
subject to the Trust Agreements, or the business conducted by the Company, the Guarantor or the
Trustee. Our opinions expressed above are limited to the laws of the State of New York governing
the enforceability of contracts as such.
American Airlines, Inc. | 4 | January 25, 2011 |
In rendering the opinions set forth above, we have relied upon, and have assumed the
correctness of, (a) the opinion dated today and delivered to you of Gary F. Kennedy, Esq.,
Senior Vice President, General Counsel and Chief Compliance Officer of the
Guarantor and the Company, and (b) the opinion dated today and delivered to you of Shipman
& Goodwin LLP, special counsel for the Trustee, and we have made no investigation of law or fact as
to the matters stated in such opinions. Other than to the extent we specifically express an
opinion herein, we have made the same assumptions as set forth in such opinions, and our opinion is
subject to all the assumptions, qualifications and limitations as are therein set forth.
This opinion letter is limited to, and no opinion is implied or may be inferred beyond, the
matters expressly stated herein. The opinions expressed herein are rendered only as of the date
hereof, and we assume no responsibility to advise you of facts, circumstances, changes in law, or
other events or developments that hereafter may occur or be brought to our attention and that may
alter, affect or modify the opinions expressed herein.
We hereby consent to the filing of this opinion as an exhibit to each of the Companys and the
Guarantors Current Reports on Form 8-K filed with the Commission on January 25, 2011 and
incorporated by reference in the Registration Statement, and to the reference to our firm under the
caption Validity of the Certificates in the Prospectus. In giving such consent, we do not
thereby concede that we are within the category of persons whose consent is required under Section
7 of the 1933 Act, or the rules and regulations of the Commission thereunder.
Very truly yours, |
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/s/ Debevoise & Plimpton LLP | ||||