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EXHIBIT 8.1
[LETTERHEAD OF VEDDER, PRICE, KAUFMAN & KAMMHOLZ]
December 14, 2000
United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666
Re: United Air Lines, Inc. Pass Through Trusts, Series 2000-2
Ladies and Gentlemen:
We have acted as special counsel to United Air Lines, Inc., a Delaware
corporation ("United"), in connection with a final prospectus supplement dated
December 7, 2000 (the "Prospectus Supplement") describing four United Pass
Through Trusts (the "Class A- 1 Trust," the "Class A-2 Trust," the "Class B
Trust," and the "Class C Trust," and collectively, the "Pass Through Trusts")
formed pursuant to a pass through trust agreement (the "Basic Pass Through Trust
Agreement") between United and State Street Bank and Trust Company of
Connecticut, National Association, as trustee (the "Trustee"), and four separate
supplements thereto (each, a "Trust Supplement" and, together with the Basic
Pass Through Trust Agreement, the "Pass Through Trust Agreements"). The proceeds
from the sale of the certificates of the Pass Through Trusts (the "Class A-1
Certificates," "Class A-2 Certificates," "Class B Certificates" and "Class C
Certificates" and collectively, the "Pass Through Certificates") will be used by
the Trustee to acquire equipment notes of the corresponding series issued by
United. Capitalized terms used herein without definition have the meanings
ascribed to them in the Prospectus Supplement.
In connection with our opinion, we have examined (i) the Pass Through
Trust Agreements, (ii) the Intercreditor Agreement, (iii) the Note Purchase
Agreements, (iv) the Indentures, and such other documents, records and matters
of law as we have deemed necessary for purposes of this opinion (collectively,
the "Transaction Documents"). This opinion is conditioned, among other things,
upon the accuracy and completeness of the facts, information and representations
contained in the Transaction Documents as of the date hereof. We have assumed
that all transactions have taken place or will take place as described in the
Transaction Documents.
We express no opinion as to the laws of any jurisdiction other than the
federal laws of the United States of America to the extent specifically referred
to herein.
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United Air Lines, Inc.
December 14, 2000
Page 2
Based upon the foregoing, and subject to the assumptions,
qualifications and limitations set forth in this letter, we are of the opinion
that, for federal income tax purposes: (i) the Pass Through Trusts will be
classified for federal income tax purposes as grantor trusts under Subpart E,
Part I of Subchapter J of the Internal Revenue Code of 1986, as amended (the
"Code"); and (ii) the statements set forth under the heading "Federal Income Tax
Consequences" in the Prospectus Supplement, insofar as they constitute
statements of law or legal conclusions, are correct in all material respects as
of the date hereof.
The opinions set forth herein are expressly subject to there being no
additional facts that would materially affect the validity of the assumptions
and conclusions set forth herein or upon which this opinion is based.
The scope of this opinion is expressly limited to the issues set forth
herein, and we express no opinion with respect to any other taxes or collateral
tax consequences with respect to the Pass Through Certificates or the Pass
Through Trusts.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this Firm in the section captioned
"Federal Income Tax Consequences" in the Prospectus Supplement. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ VEDDER, PRICE, KAUFMAN & KAMMHOLZ
JHB/DNG
