Attached files
Exhibit 5.3
[AMERICAN AIRLINES, INC. LETTERHEAD]
October 4, 2011
American Airlines, Inc.
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
Re: American Airlines, Inc. 2011-2A Pass Through Trust Pass Through Certificates, Series 2011-2A |
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Chief Compliance Officer of AMR Corporation, a
Delaware corporation (the Guarantor), and American Airlines, Inc., a Delaware corporation
and wholly-owned subsidiary of the Guarantor (the Company), and have acted as such in
connection with the Registration Statement on Form S-3 (Registration Nos. 333-160646-01 and
333-160646) (the Registration Statement) and in connection with the issuance and sale by
the Company today of $[767,411,000] face amount of Pass Through Certificates, Series 2011-2A (the
Class A Certificates) to Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc.,
Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as
representatives of the several underwriters named in Schedule I (collectively, the
Underwriters) to the Underwriting Agreement, dated as of September 27, 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 issued by the Company underlying the Class A Certificates (the Guarantee) pursuant
to the Guarantee dated as of October 4, 2011. The Class A 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
the Class A Certificates (the Class A Trustee), as supplemented by the Trust Supplement
2011-2A, dated as of October 4, 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).
As used herein, the following terms have the following meanings: the term Prospectus
Supplement means the prospectus supplement, dated September 27, 2011, relating to the Class A
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, and 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 so acting, I or attorneys under my supervision have examined the Registration Statement,
the Class A Trust Agreement, the Guarantee, the Underwriting Agreement and the Prospectus, and have
also examined and relied upon the representations and warranties as to factual matters contained
therein or made pursuant thereto and upon the originals, or copies certified or otherwise
identified to our satisfaction, of such records, documents and other instruments as in our judgment
are necessary or appropriate to enable me to render the opinion expressed below. In such
examination, I or such attorneys have assumed the genuineness of all signatures (other than those
on behalf of the Company or the Guarantor), the authenticity of all documents submitted as
originals, and the conformity to authentic original documents of all documents submitted as copies.
Based on the foregoing and subject to the assumptions and qualifications set forth below, I am
of the following opinion:
1. Each of the Company and the Guarantor has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of Delaware.
2. Each of the Company and the Guarantor has the corporate power and authority under
Delaware law to execute, deliver and perform its obligations under the Class A Trust
Agreement.
3. The Guarantor has the corporate power and authority under Delaware law to execute,
deliver and perform its obligations under the Guarantee.
4. The Class A Trust Agreement has been duly authorized, executed and delivered by the
Company and the Guarantor, and is a valid and binding obligation of the Company and the
Guarantor, enforceable against the Company and the Guarantor in accordance with its terms.
5. The Guarantee has been duly authorized, executed and delivered by the Guarantor,
and is a valid and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms.
My opinions set forth in paragraphs 4 and 5 above are subject to: (i) applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting
the rights of creditors generally; (ii) general principles of equity (whether
considered in
a proceeding at law or in equity); (iii) an implied covenant of good faith, reasonableness
and fair dealing, and standards of materiality; (iv) in the case of indemnity, contribution
and exculpatory provisions, public policy considerations; and (v) applicable laws that may
affect the remedies provided in the Class A Trust Agreement or the Guarantee, which laws, however,
do not in my opinion make the remedies provided in the Class A Trust Agreement or the Guarantee
inadequate for the practical realization of the rights and benefits provided thereby. Without
limiting the foregoing, I express no opinion as to the validity, binding effect or enforceability
of (x) any provision of the Class A Trust Agreement or the Guarantee that purports to
waive, release or vary any statutory right of any party 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 (y) any provision of the
Class A Trust Agreement or the Guarantee that purports to provide that the terms thereof may not be
waived or modified except in writing, or that any prohibited or unenforceable provision thereof may
be severed without invalidating the remaining provisions thereof. In addition, the enforceability
of the provisions in the Class A Trust Agreement, to the effect that certain determinations made by
one party shall have conclusive effect may be limited under certain circumstances.
In rendering the opinions above, I have assumed that each party to the Class A Trust Agreement
or the Guarantee (other than the Company and the Guarantor), (i) is duly formed, validly
existing and in good standing under the laws of the state of its incorporation or formation;
(ii) has the power and authority to carry on its business and to enter into the Class A
Trust Agreement or the Guarantee and to perform its obligations thereunder, (iii) has duly
and validly authorized the execution and delivery of the Class A Trust Agreement or the Guarantee
by all necessary action, and (iv) has duly and validly executed and delivered the Class A
Trust Agreement or the Guarantee. I have assumed that the Class A Trust Agreement and the
Guarantee constitutes the legal, valid and binding obligation of each party thereto (other than the
Company and the Guarantor), enforceable against such party in accordance with its terms. In
rendering the opinion set forth in paragraph 4 above, I have relied on the opinion of Shipman &
Goodwin LLP, special counsel to the Class A Trustee. In so relying on such opinion, I have made no
investigation of law or fact as to the matters stated in such opinion, and I have made the same
assumptions, and my opinion is subject to the same qualifications and limitations, as are therein
set forth.
I express no opinion as to the laws of any jurisdiction other than the laws of the States of
Texas and New York, the General Corporation Law of the State of Delaware and the federal laws of
the United States of America, except that I express no opinion
with respect to the antitrust, bankruptcy, environmental, securities or tax laws of any
jurisdiction.
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 Class A Certificates
and the Guarantee, 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 each of the Companys and the
Guarantors Current Reports on Form 8-K filed with the Commission on the date hereof and
incorporated by reference in the Registration Statement, and the reference to my name under the
caption Validity of the 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 Commission thereunder.
Very truly yours, |
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/s/ Gary F. Kennedy | ||||
Senior Vice President, General Counsel and | ||||
Chief Compliance Officer | ||||