November 14, 2000
United Air Lines, Inc.
1200 East Algonquin Road
Elk Grove Village, IL 60007
Ladies and Gentlemen:
We have acted as special counsel for United Air Lines, Inc., a
Delaware corporation ("United" or the "Company"), in connection with the
preparation and filing of a shelf Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "Securities Act").
The Registration Statement relates to up to $4,000,000,000 aggregate amount
of Pass Through Certificates (the "Pass Through Certificates") that may be
issued by United in one or more series from time to time on a delayed
basis. The Pass Through Certificates will be issued under the provisions of
a Pass Through Trust Agreement between United and the pass through trustee
(the "Pass Through Trustee"), filed as Exhibit 4(a)(1) to the Registration
Statement (the "Pass Through Agreement") as supplemented by a separate
Series Supplement for each series of Pass Through Certificates (each, a
"Series Supplement"). The Pass Through Certificates will be sold or
delivered as set forth in the Registration Statement, any amendment
thereto, the prospectus relating to the Pass Through Certificates filed as
part of the Registration Statement (the "Prospectus") and any supplements
thereto ("Prospectus Supplements").
In connection with the opinions expressed below, we have examined
originals, or copies certified to our satisfaction, of such agreements,
documents and certificates of governmental officials and corporate officers
as we have deemed necessary or advisable as a basis for such opinions. We
have also examined (i) the Certificate of Incorporation, as currently in
effect, (ii) the Bylaws of United, as currently in effect, (iii) Consent of
Directors in Lieu of Meeting dated October 16, 2000, relating to the filing
of the Registration Statement, and (iv) the Pass Through Agreement filed
with the SEC. Unless otherwise defined herein, capitalized terms used
herein have the meanings assigned thereto in the Pass Through Agreement. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies.
Further, we have assumed: (i) the due authorization, execution and delivery
of the Pass Through Agreement and each applicable Series Supplement by each
of the parties thereto, (ii) that the Pass Through Agreement and each
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United Air Lines, Inc.
November 14, 2000
Page 2
applicable Series Supplement have not been terminated, varied, transferred
or assigned, (iii) the due authorization, execution, issue, delivery and
authentication by the Pass Through Trustee of the Pass Through Certificates
to be issued under the Pass Through Agreement and each applicable Series
Supplement, in each case in accordance with the terms of such Pass Through
Agreement and each such Series Supplement, (iv) that any outstanding
equipment trust certificates previously issued by the owner trustee under
any related Indenture have been delivered to the Indenture Trustee
thereunder for cancellation and have been canceled, (v) that each person
(other than United) that is a party to the Pass Through Agreement and each
Series Supplement is duly qualified to engage in the activities
contemplated by such documents and has the power, authority and legal right
to enter into and perform its obligations thereunder, and (vi) that the
execution, delivery and performance of the Pass Through Agreement, each
Series Supplement and the Pass Through Certificates by each person (other
than United) that is a party thereto do not and will not violate the
charter or by-laws of any such person or any contract to which any such
person is a party or by which any such person is bound and comply with all
laws, governmental rules and regulations applicable to each such person.
In addition, we have assumed (i) a Prospectus Supplement
supplementing the Prospectus will have been prepared and filed with the SEC
describing the Pass Through Certificates; (ii) the Pass Through
Certificates issued will be issued and sold in compliance with applicable
federal and state securities laws and solely in the manner stated in the
Registration Statement and the appropriate Prospectus Supplement; and (iii)
a definitive purchase, underwriting or similar agreement with respect to
the Pass Through Certificates will have been duly authorized and validly
executed and delivered by United and the other parties thereto.
Based on the foregoing, it is our opinion that:
1. United is a corporation duly organized and validly
existing in good standing under the laws of the State of
Delaware and is duly authorized to carry on the business
in which it is engaged.
2. The Pass Through Agreement and each applicable Series
Supplement, when duly authorized, executed and delivered,
will constitute valid and binding agreements of each of
the parties thereto.
3. The Pass Through Certificates, when duly authorized,
executed, issued, delivered and authenticated by the Pass
Through Trustee in accordance with the terms of the Pass
Through Agreement and each applicable Series Supplement
and sold in accordance with the related purchase
agreement or underwriting agreement between United and
the purchasers or underwriters, as the case may be, named
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United Air Lines, Inc.
November 14, 2000
Page 3
therein, will be valid and binding obligations of the
Pass Through Trustee and will be entitled to the benefits
of the Pass Through Agreement and each applicable Series
Supplement.
The foregoing opinions are subject to (i) bankruptcy, insolvency,
fraudulent transfer, fraudulent conveyance and other similar laws affecting
the rights or remedies of creditors generally, (ii) general principles of
equity including, without limitation, laches and estoppel as equitable
defenses and concepts of materiality, reasonableness, good faith and fair
dealing (regardless of whether enforceability is considered or applied in a
proceeding in equity or at law) and considerations of impracticability or
impossibility of performance, and defenses based upon unconscionability of
otherwise enforceable obligations in the context of the factual
circumstances under which enforcement thereof is sought, and (iii) the
qualification that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefor may be
brought.
In giving the foregoing opinion, we do not purport to be experts
on, or to express any opinion herein concerning, any laws other than the
laws of the State of Illinois, the State of New York, the corporate law of
the State of Delaware and the federal law of the United States of America,
in each case as in effect on the date hereof, except that we express no
opinion with respect to (i) the laws, regulations or ordinances of any
county, town or municipality or governmental subdivision or agency thereof,
(ii) (x) state securities or blue sky laws, (y) the Investment Company Act
or (z) federal securities laws, including, without limitation, the
Securities Act.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus, and in any subsequently filed
Prospectus Supplements, relating to the Pass Through Certificates that
constitutes part of the Registration Statement. This consent is not to be
construed as an admission that we are a person whose consent is required to
be filed with the Registration Statement and Legal Matters under the
provisions to the Securities Act.
Very truly yours,
MAYER, BROWN & PLATT
