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
principal amount of Debt Securities (the "Securities"), and Pass Through
Certificates that may be issued by United in one or more series from time
to time on a delayed basis. Each series of Securities will be issued under
the provisions of the Indenture to be entered into between United Air
Lines, Inc. and the indenture trustee (the "Indenture Trustee"),
substantially in the form filed as Exhibit 4(a)(1) to the Registration
Statement (the "Indenture"). The Securities will be sold or delivered as
set forth in the Registration Statement, any amendment thereto, the
prospectus relating to the Securities 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 form of the Indenture filed
with the SEC. Unless otherwise defined herein, capitalized terms used
herein have the meanings assigned thereto in the Indenture. In such
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, 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 Indenture by each of the
parties thereto, (ii) the due authorization, execution, issuance and
delivery by United, and the due authentication and delivery by the
Indenture Trustee, of the Securities to be issued under the Indenture, in
accordance with the terms of the Indenture, (iii) that each person that is
a party to the Indenture (other than United) is duly qualified to engage in
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United Air Lines, Inc.
November 14, 2000
Page 2
the activities contemplated by such documents and has the power, authority
and legal right to enter into and perform its obligations thereunder, and
(iv) that the execution, delivery and performance of the Indenture and the
Securities by each person that is a party thereto (other than United) 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 Securities; (ii) the Securities 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 Securities 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 Indenture, when duly authorized, executed and delivered, will
constitute valid and binding agreements of each of the parties
thereto.
3. The Securities, when duly authorized, executed, issued and
delivered by United, and duly authenticated and delivered by the
Indenture Trustee in accordance with the terms of the Indenture
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 therein, will be valid and
binding obligations of United and will be entitled to the benefits
of the Indenture.
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
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United Air Lines, Inc.
November 14, 2000
Page 3
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 laws 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 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
