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EXHIBIT 8.2
[LETTERHEAD OF BINGHAM DANA LLP]
December 14, 2000
TO THE PARTIES SET FORTH
IN SCHEDULE A HERETO
RE: United Air Lines, Inc. Pass Through Trust Certificate
Series 2000-2 (Underwriting Agreement Opinion)
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 (i) Pass Through Trustee (the "PASS THROUGH TRUSTEE") under the Pass
Through Trust Agreement dated as of December 14, 2000, between United Air Lines,
Inc. and State Street (the "BASIC AGREEMENT"), as supplemented by Trust
Supplement No. 2000-2A-1, Trust Supplement No. 2000-2A-2, Trust Supplement No.
2000-2B and Trust Supplement No. 2000-2C, each dated as of December 14, 2000 and
each between United Air Lines, Inc. and State Street (the Basic Agreement, as
supplemented by the Pass Through Trusts, collectively, the "PASS THROUGH TRUST
AGREEMENTS" and individually, a "PASS THROUGH TRUST AGREEMENT"), (ii)
Subordination Agent ("SUBORDINATION AGENT") under the Intercreditor Agreement
dated as of December 14, 2000 (the "INTERCREDITOR AGREEMENT") among State
Street, in its capacity as Pass Through Trustee under the Pass Through Trust
Agreements, Westdeutsche Landesbank Girozentrale, as Class A-1 Liquidity
Provider, Class A-2 Liquidity Provider, Class B Liquidity Provider and the Class
C Liquidity Provider and State Street, as Subordination Agent and (iii) as
Indenture Trustee under those certain Indentures dated as of December 14, 2000,
between United Air Lines, Inc. and State Street, as Indenture Trustee
(""INDENTURE TRUSTEE") in connection with the transactions contemplated by the
Underwriting Agreement dated December 7, 2000 (the "UNDERWRITING AGREEMENT") by
and among United Air Lines, Inc., Morgan Stanley & Co. Incorporated, Banc of
America Securities LLC, Chase Securities Inc., Commerzbank Capital Markets
Corp., Credit Suisse First Boston Corporation, Goldman, Sachs & Co., Loop
Capital Markets LLC, Merrill Lynch Pierce Fenner & Smith Incorporated and
Salomon Smith Barney Inc. (the "UNDERWRITERS"). Capitalized terms not otherwise
defined herein shall have the meanings specified in or referenced in the
Underwriting Agreement. This opinion is being delivered at the request of State
Street and pursuant to Section 5(e) of the Underwriting Agreement.
Our representation of State Street in its individual capacity and as Pass
Through Trustee, Subordination Agent and Indenture 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
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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.
We have examined the Pass Through Trust Agreements, the Liquidity Facilities,
the Indentures, the Intercreditor Agreement and the Note Purchase Agreement (as
defined in the Intercreditor Agreement ) (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, the Pass Through Trustee, the Subordination Agent and the
Indenture 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, the
Pass Through Trustee, the Subordination Agent and the Indenture 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
lawyers in the firm who have participated directly in the specific transactions
to which this opinion relates and without any special or additional
investigation undertaken for the purposes of this opinion.
Subject to the limitations 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 New York, or other jurisdiction other than the State
of Connecticut, by
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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.
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, Subordination Agent
or as Indenture 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, the
Pass Through Trustee, Subordination Agent or the Indenture 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, the Pass
Through Trustee, Subordination Agent or Indenture 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, the Pass Through Trustee, Subordination Agent or
Indenture 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, the Pass
Through Trustee, Subordination Agent or Indenture Trustee, as
applicable.
(c) The enforcement of any obligations of State Street, the
Pass Through Trustee, Subordination Agent or Indenture 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
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obligations of State Street, the Pass Through Trustee, Subordination
Agent or Indenture Trustee, as applicable, under any of the Operative
Documents.
(d) We express no opinion as to 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.
(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
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by the Operative Documents and may not be used or relied upon by any other
person or for any other purpose.
Based upon the forgoing 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, Subordination Agent or Indenture Trustee, as the
case may be, has 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,
execute and authenticate the Securities delivered on the date herewith.
2. State Street, in its individual capacity or as Pass Through Trustee,
Subordination Agent or Indenture 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,
Subordination Agent or Indenture Trustee, as the case may be,
enforceable against State Street, in its individual capacity or as Pass
Through Trustee, Subordination Agent or Indenture Trustee, as the case
may be, in accordance with their respective terms.
3. The Securities issued and dated on the date herewith 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 related Pass Through Trust Agreement.
4. The authorization, execution, delivery and performance by State Street,
in its individual capacity or as Pass Through Trustee, Subordination
Agent or Indenture Trustee, as the case may be, of the Operative
Documents and the Securities 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
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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, Subordination Agent or Indenture Trustee, as the case
may be, of the Operative Documents, the issuance of the Securities or
the consummation of any of the transactions by State Street, in its
individual capacity or as Pass Through Trustee, Subordination Agent or
Indenture 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.
6. There are no taxes, fees or other governmental charges ("Taxes")
payable under the laws of the State of Connecticut with respect to the
execution of and delivery by State Street, in its individual capacity
or as Pass Through Trustee or Subordination Agent, as the case may be,
of any of the Operative Documents or the Securities (except for Taxes
on any fees payable to State Street in its individual capacity) which
would not have been imposed if State Street did not have its principal
place of business in Connecticut or did not perform its administrative
duties under the Operative Documents in Connecticut, and (i) the Pass
Through Trusts will not be subject to any fees, taxes (including,
without limitation, net or gross income, tangible or intangible
property, net worth, capital, franchise or doing business tax) or other
charges imposed by the State of Connecticut or any political
subdivision or taxing authority thereof based on income, receipts,
value or otherwise, and (ii) the holders of Securities that are not
residents of or otherwise subject to tax in Connecticut will not be
subject to any taxes (including, without limitation, net or gross
income, tangible or intangible property, net worth, capital, franchise
or doing business tax) imposed by the State of Connecticut or any
political subdivision or taxing authority thereof as a result of
purchasing, holding (including receiving payments with respect to) or
selling a Security.
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 trusts
related to the Pass Through Trust Agreements or affect the right, power
and authority of State Street, in its individual capacity or as Pass
Through Trustee, Subordination Agent or Indenture Trustee, as the case
may be, to enter into or perform its obligations under the Operative
Documents or the Securities.
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8. Assuming that the Subordination Agent holds each of the Equipment Notes
delivered to and registered in its name pursuant to and as required by
the Intercreditor Agreement, it holds such Equipment Notes in trust as
trustee for the Pass Through Trustee in the exercise of the fiduciary
powers conferred upon State Street by federal law.
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.
Westdeutsche Landesbank Girozentrale, New York Branch
Morgan Stanley & Co. Incorporated
Banc of America Securities LLC
Chase Securities Inc.
Commerzbank Capital Markets Corp.
Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
Loop Capital Markets LLC
Merrill Lynch Pierce Fenner & Smith Incorporated
Salomon Smith Barney Inc.
