October 24, 2000
United Air Lines, Inc.
1200 East Algonquin Road
Elk Grove Village, Illinois 60007
Ladies and Gentlemen:
We have acted as special federal tax counsel for United Air Lines,
Inc., a Delaware corporation ("United"), in connection with the preparation
of the Registration Statement on Form S-3 (as amended, the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), for the registration under
the Act of certain series (each, a "Series") of Pass Through Certificates
(the "Certificates"). Each such Series will represent an undivided interest
in a trust (the "Trust") to be formed pursuant to a Supplement to a Pass
Through Trust Agreement between United and the Trustee specified in the
related Prospectus Supplement.
We hereby confirm that, if we are acting as federal tax counsel
with respect to an issuance of a Series of Certificates, the statements set
forth in the prospectus relating to the Certificates (the "Prospectus")
forming a part of the Registration Statement under the heading "Material
Federal Income Tax Consequences," which statements have been prepared by
us, to the extent that they constitute matters of law or legal conclusions
with respect thereto relating to federal tax matters, accurately reflect
our opinion. There can be no assurance, however, that the tax conclusions
presented therein will not be successfully challenged by the IRS, or
significantly altered by new legislation, changes in IRS positions or
judicial decisions, any of which challenges or alterations may be applied
retroactively with respect to completed transactions.
The opinion set forth in this letter is based upon the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published Revenue Rulings
and Revenue Procedures, current administrative positions of the IRS and
existing judicial decisions. No tax rulings will be sought from the IRS
with respect to any of the matters discussed herein.
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United Air Lines, Inc.
October 24, 2000
Page 2
In addition, the opinion set forth in this letter is based solely
on the facts and circumstances set forth in the Prospectus. This opinion
shall not apply to any particular issuance of a Series if the facts and
circumstances with respect to such Series vary from those set forth in the
Prospectus.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not admit that we
are "experts" within the meaning of the term used in the Act or the rules
and regulations of the Securities and Exchange Commission issued
thereunder, with respect to any part of the Registration Statement,
including this opinion as an exhibit or otherwise.
Very truly yours,
MAYER, BROWN & PLATT
