Attached files
Exhibit 8.1
[Letterhead of Debevoise & Plimpton LLP]
February 14, 2011
Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, Georgia 30354
1030 Delta Boulevard
Atlanta, Georgia 30354
Delta Air Lines, Inc.
2010-2B EETC Pass Through Certificates
2010-2B 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 (Registration No. 333-167811) (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 $134,646,000 face amount of Pass Through Certificates, Series 2010-2B (the Pass Through
Certificates) pursuant to the Underwriting Agreement dated February 7, 2011 (the
Underwriting Agreement), among the Company and Morgan Stanley & Co. Incorporated,
Deutsche Bank Securities Inc. and Goldman Sachs & Co., as representatives of the several
underwriters listed on Schedule I thereto (the Underwriters). The Pass Through
Certificates have been 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) (U.S. Bank Trust), as pass through trustee for the trust relating
to the Pass Through Certificates (the Trustee), as supplemented by the Trust Supplement
2010-2B, dated as of February 14, 2011 (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 Commission pursuant to Rule 424(b) under the Act on
February 9, 2011.
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
examined and relied as to factual matters upon, and have assumed the accuracy of, the
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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 Trust Supplement, the Underwriting Agreement, the Escrow
Agreement (as defined in the Trust Supplement), the Deposit Agreement (as defined in the Trust
Supplement), the Intercreditor Agreement (as defined in the Trust Supplement), the NPA (as defined
in the Trust Supplement) and the forms of Participation Agreement and Indenture attached thereto,
each Participation Agreement, PA Amendment, Indenture and Indenture Amendment relating to a Funded
Aircraft (each as defined in the Trust Supplement), the Liquidity Facility (as defined in
the Trust Supplement) 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
Underwriting Agreement.
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
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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,
/s/ Debevoise & Plimpton LLP