Exhibit 8.1.5
[Letterhead of Bingham Dana LLP]
July 31, 2000
TO THE PARTIES SET FORTH
IN SCHEDULE A HERETO
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RE: United Air Lines, Inc./Pass Through Certificates, Series 2000-1
- Pass Through Trustee
Ladies and Gentlemen:
We have acted as special counsel for State Street Bank and Trust
Company of Connecticut, National Association, in its individual capacity
("State Street") and as Pass Through Trustee (the "Pass Through Trustee")
under the Pass Through Trust Agreement dated as of July 31, 2000 (the
"Basic Agreement") between United Air Lines, Inc. and State Street, as
supplemented by Trust Supplement No. 2000-1A-1, Trust Supplement No.
2000-1A-2, Trust Supplement No. 2000-1B, Trust Supplement No. 2000-1C-1,
and Trust Supplement No. 1C-2 each dated as of July 31, 2000 and each
between United Air Lines, Inc. and State Street (collectively, the "Pass
Through Trusts" and, individually, a "Pass Through Trust;" and the Basic
Agreement as supplemented by the Pass Through Trusts, the "Pass Through
Trust Agreements") in connection with the execution and delivery of the
Participation Agreements (the "Participation Agreements"), the
Intercreditor Agreement dated as of July 31, 2000 (the "Intercreditor
Agreement") among State Street, in its capacity as Pass Through Trustee
under the Pass Through Trust Agreements, Landesbank Hessen-Thuringen
Girozentrale, as Class A-1 Liquidity Provider, Class A-2 Liquidity Provider
and Class B Liquidity Provider and State Street, as Subordination Agent and
the transactions contemplated thereby. Capitalized terms not otherwise
defined herein shall have the meanings specified in the Intercreditor
Agreement. This opinion is being delivered at the request of State Street
in connection with the United Equipment Note Purchase Agreement dated as of
July 31, 2000 (the "Note Purchase Agreement") between United Air Lines,
Inc., the Subordination Agent, State Street, as Indenture Trustee and the
Pass Through Trustee.
Our representation of State Street and the Pass Through Trustee
has been as special counsel for the limited purposes stated above. As to
all matters of fact (including factual conclusions and characterizations
and descriptions of purpose, intention or other state of mind), we have
relied, with your permission, entirely upon (i) the representations and
warranties of the parties set forth in the Operative Documents (as defined
below) and (ii) certificates delivered to us by the management of State
Street and have assumed, without independent inquiry, the accuracy of those
representations, warranties and certificates.
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We have examined the Participation Agreements, the Liquidity
Facility for each of the Class A-1, Class A-2 and Class B Trusts, the Pass
Through Trust Agreements, the Intercreditor Agreement and the Note Purchase
Agreements (the "Operative Documents"), the Certificate of the Comptroller
of the Currency relating to State Street and originals, or copies certified
or otherwise identified to our satisfaction, of such other records,
documents, certificates, or other instruments as we have deemed necessary
or advisable for the purposes of this opinion. For purposes of our opinion
rendered in paragraph 1 below, with respect to the authority of State
Street to operate as a national banking association and exercise trust
powers, our opinion relies upon and is limited by such Certificate of the
Comptroller of the Currency.
We have assumed the genuineness of all signatures (other than
those on behalf of State Street and the Pass Through Trustee), the
conformity to the originals of all documents reviewed by us as copies, and
the authenticity and completeness of all original documents reviewed by us
in original or copy form and the legal competence of each individual
executing any document (other than on behalf of State Street and the Pass
Through Trustee).
When an opinion set forth below is given to the best of our
knowledge, or to our knowledge, or with reference to matters of which we
are aware or which are known to us, or with another similar qualification,
the relevant knowledge or awareness is limited to the actual knowledge or
awareness of the individual lawyer in the firm that signed this opinion,
the individual lawyers in the firm who have participated directly in the
specific transactions to which this opinion relates and the partner of the
firm responsible for State Street corporate trust matters, and without any
special or additional investigation undertaken for the purposes of this
opinion.
Subject to the limitation set forth below, we have made such
examination of law as we have deemed necessary for the purposes of this
opinion. The opinions set forth below are limited solely to the internal
substantive laws of the State of Connecticut as applied by courts located
in Connecticut and the federal laws of the United States. No opinion is
given herein as to the choice of law or internal substantive rules of law
that any court or other tribunal may apply to the transactions contemplated
by the Operative Documents. No opinion is expressed herein as to the
application or effect of federal securities laws or as to the securities or
so-called "Blue Sky" laws of any state or other jurisdiction. In addition,
no opinion is expressed as to matters governed by any law, statute, rule or
regulation of the United States relating to the acquisition, ownership,
registration, use, operation, maintenance, repair, replacement or sale of
or the nature of the Aircraft.
To the extent to which this opinion deals with matters governed by
or relating to the laws of the State of Illinois, or other jurisdiction
other than the State of Connecticut, by which the Operative Documents are
stated to be governed, we have assumed, with your permission that the
Operative Documents are governed by the internal substantive laws of the
State of Connecticut.
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Our opinion is further subject to the following exceptions,
qualifications and assumptions:
(a) We have assumed without any independent investigation
that (i) each party to the Operative Documents, other than State
Street, in its individual capacity or as Pass Through Trustee, as
applicable, at all times relevant thereto, is validly existing and
in good standing under the laws of the jurisdiction in which it is
organized, and is qualified to do business and in good standing
under the laws of each jurisdiction where such qualification is
required generally or necessary in order for such party to enforce
its rights under such Operative Documents, and (ii) each party to
the Operative Documents (other than State Street and the Pass
Through Trustee), at all times relevant thereto, had and has the
full power, authority and legal right under its certificate of
incorporation, partnership agreement, by-laws, and other governing
organizational documents, and the applicable corporate,
partnership, or other enterprise legislation and other applicable
laws, as the case may be to execute, and to perform its
obligations under, the Operative Documents, and (iii) each party
to the Operative Documents (other than State Street or the Pass
Through Trustee, as applicable) has duly executed and delivered
each of such agreements and instruments to which it is a party and
that (other than with respect to State Street and the Pass Through
Trustee, as applicable) the execution and delivery of such
agreements and instruments and the transactions contemplated
thereby have been duly authorized by proper corporate or other
organizational proceedings as to such party.
(b) We have assumed without any independent investigation
that each of the Operative Documents is a valid, binding and
enforceable obligation of each party thereto other than State
Street or the Pass Through Trustee, as applicable.
(c) The enforcement of any obligations of State Street or
the Pass Through Trustee, as applicable, under any of the
Operative Documents may be limited by the receivership,
conservatorship and supervisory powers of bank regulatory agencies
generally, as well as by bankruptcy, insolvency, reorganization,
moratorium, marshaling or other laws and rules of law affecting
the enforcement generally of creditors' rights and remedies
(including such as may deny giving effect to waivers of debtors'
or guarantors' rights); and we express no opinion as to the status
under any fraudulent conveyance laws or fraudulent transfer laws
of any of the obligations of State Street or the Pass Through
Trustee, as applicable, under any of the Operative Documents.
(d) We express no opinion as the availability of any
specific or equitable relief of any kind.
(e) The enforcement of any of your rights may in all
cases be subject to an implied duty of good faith and fair dealing
and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity)
and, as to any of your rights to collateral security, will be
subject to a duty to act in a commercially reasonable manner.
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(f) We express no opinion as to the enforceability of any
particular provision of any of the Operative Documents relating to
(i) waivers of rights to object to jurisdiction or venue, or
consents to jurisdiction or venue, (ii) waivers of rights to (or
methods of) service of process, or rights to trial by jury, or
other rights or benefits bestowed by operation of law, (iii)
waivers of any applicable defenses, setoffs, recoupments, or
counterclaims, (iv) the grant of powers of attorney to any person
or entity, (v) exculpation or exoneration clauses, indemnity
clauses, and clauses relating to releases or waivers of unmatured
claims or rights, (vi) the imposition or collection of interest on
overdue interest or providing for a penalty rate of interest or
late charges on overdue or defaulted obligations, or the payment
of any premium, liquidated damages, or other amount which may be
held by any court to be a "penalty" or a "forfeiture," or (vii)
so-called "usury savings clauses" purporting to specify methods of
(or otherwise assure) compliance with usury laws or other similar
laws of any jurisdiction.
(g) We express no opinion as to the effect of events
occurring, circumstances arising, or changes of law becoming
effective or occurring, after the date hereof on the matters
addressed in this opinion letter, and we assume no responsibility
to inform you of additional or changed facts, or changes in law,
of which we may become aware.
(h) No opinion is given herein as to the effect of usury
laws (or other similar laws) of any jurisdiction with respect to
the Operative Documents.
In rendering the opinion set forth below in paragraph 6 as to
certain Connecticut tax matters, we have assumed that, for federal income
tax purposes, the trust created by the Trust Agreement will not be taxable
as a corporation, but, rather, will be classified as a grantor trust under
subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the
Internal Revenue Code of 1986, as amended.
This opinion is rendered solely for the benefit of those
institutions listed on Schedule A hereto and their successors and assigns
in connection with the transactions contemplated by the Operative Documents
and may not be used or relied upon by any other person or for any other
purpose.
Based upon the foregoing and subject to the limitations and
qualifications set forth herein, we are of the opinion that:
1. State Street is a national banking association, validly formed
and authorized to operate as a national banking association under the laws
of the United States of America and, in its individual capacity or as Pass
Through Trustee, as the case may be, has or had, as the case may be, the
requisite corporate and trust power and authority to execute, deliver and
perform its obligations under the Operative Documents and in its capacity
as Pass Through Trustee, to issue and execute the Certificates delivered on
the date herewith.
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2. State Street, in its individual capacity or as Pass Through
Trustee, as the case may be, has duly authorized by all necessary corporate
or trust action the Operative Documents and has duly executed and delivered
the Operative Documents, and the Operative Documents constitute valid and
binding obligations of State Street, in its individual capacity or as Pass
Through Trustee, as the case may be, enforceable against State Street, in
its individual capacity or as Pass Through Trustee, as the case may be, in
accordance with their respective terms.
3. The Certificates issued and dated the Closing Date have been
duly issued, authenticated and delivered by State Street as Pass Through
Trustee pursuant to the terms of the Operative Documents and are
enforceable against the Pass Through Trustee and are entitled to the
benefits of the applicable Pass Through Trusts.
4. The authorization, execution, delivery and performance by State
Street, in its individual capacity or as Pass Through Trustee, as the case
may be, of the Operative Documents and the consummation of the transactions
therein contemplated and compliance with the terms thereof do not and will
not result in the violation of the provisions of the charter documents or
by-laws of State Street and, to the best of our knowledge, do not conflict
with, or result in a breach of any terms or provisions of, or constitute a
default under, or result in the creation or the imposition of any lien,
charge or encumbrance upon any property or assets of State Street under any
indenture, mortgage or other agreement or instrument, in each case known to
us, to which State Street is a party or by which it is bound, or violates
any applicable Connecticut or federal law, rule or regulation governing
State Street's banking or trust powers, or, to the best of our knowledge,
of any judgment, order or decree, in each case known to us, applicable to
State Street of any court, regulatory body, administrative agency,
government or governmental body having jurisdiction over State Street.
5. No authorization, approval, consent, license or order of,
giving of notice to, registration with, or taking of any other action in
respect of, any federal or state governmental authority or agency pursuant
to any federal or Connecticut law governing the banking or trust powers of
State Street is required for the authorization, execution, delivery and
performance by State Street, in its individual capacity or as Pass Through
Trustee, as the case may be, of the Operative Documents or the consummation
of any of the transactions by State Street, in its individual capacity or
as Pass Through Trustee, as the case may be, contemplated thereby (except
as shall have been duly obtained, given or taken); and such authorization,
execution, delivery, performance, consummation and issuance do not conflict
with or result in a breach of the provisions of any such law.
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6. There are no taxes, fees or other governmental charges payable
under the laws of the State of Connecticut or any political subdivision of
such State in connection with the execution and delivery by State Street,
in its individual capacity or as Pass Through Trustee, as the case may be,
of the Operative Documents (except for taxes on any fees payable to State
Street in its individual capacity) or in connection with the issuance,
execution and delivery of the Certificates by State Street, as Pass Through
Trustee, pursuant to the Pass Through Trusts which are imposed solely
because State Street has its principal place of business in Connecticut or
performs its administrative duties under the Operative Documents in
Connecticut. Neither State Street, in its individual capacity or as the
Pass Through Trustee, as the case may be, the Indenture Trustee, United Air
lines, Inc., AFE Trust, any Owner Trustee, nor the trust created by the
Trust Agreement will, as a result of the transactions contemplated thereby,
be subject to any Taxes under the laws of the State of Connecticut or any
political subdivision thereof (except for Taxes on any fees payable to
State Street in its individual capacity) which are imposed because State
Street has its principal place of business in Connecticut or performs its
administrative duties under the Operative Documents in Connecticut, and
there are no Taxes under the laws of the State of Connecticut or any
political subdivision thereof (except for Taxes on any fees payable to
State Street in its individual capacity) upon or with respect to the
Aircraft or any Engine or any part of any interest therein, or the
purchase, ownership, delivery, lease, sublease, possession, presence, use,
operation, condition, storage, maintenance, modification, alteration,
repair, sale, return, transfer or other disposition of the Aircraft or any
Engine which are imposed because State Street has its principal place of
business in Connecticut or performs its administrative duties under the
Operative Documents in Connecticut.
7. To our knowledge, but without having investigated any
governmental records or court dockets, and without having made any other
independent investigation, there are no proceedings pending or overtly
threatened in writing against or affecting State Street in any court or
before any governmental authority, agency, arbitration board or tribunal
which, if adversely determined, individually or in the aggregate, could
reasonably be expected to affect materially and adversely the trust related
to the Indenture or affect the right, power and authority of State Street,
in its individual capacity or as Pass Through Trustee, as the case may be,
to enter into or perform its obligations under the Operative Documents.
Very truly yours,
/s/ Bingham Dana LLP
BINGHAM DANA LLP
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SCHEDULE A
State Street Bank and Trust Company of
Connecticut, National Association
United Air Lines, Inc.
Standard & Poor's Ratings Services
Moody's Investors Service, Inc.
Landesbank Hessen-Thuringen Girozentrale
