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EXHIBIT 5
October 26, 2000
Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, Georgia 30320-6001
Re: Delta Air Lines, Inc.
Registration Statement on Form S-8
Gentlemen:
I am Senior Attorney of Delta Air Lines, Inc., a Delaware corporation
("Delta"), and have acted as counsel for Delta in connection with the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933 relating to the registration of 16 million shares of
Delta Common Stock, par value $1.50 per share (the "Shares"), that may be issued
pursuant to Delta 2000 Performance Compensation Plan (the "Plan") and the rights
(the "Rights") to be issued with and attached to the Shares pursuant to the
Rights Agreement dated as of October 24, 1996, as amended as of July 22,1999,
between Delta and First Chicago Trust Company of New York, as Rights Agent (the
"Rights Agreement").
In connection with this opinion, I have examined and relied upon such
records, documents, certificates and other instruments as in my judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, I have assumed the genuineness of signatures on
original documents and the conformity to such original documents of all copies
submitted to me as certified, conformed or photographic copies, and as to
certificates of public officials, I have assumed the same to have been properly
given and to be accurate. As to matters of fact material to this opinion, I have
relied upon statements and representations of representatives of Delta and of
public officials.
The opinions expressed herein are limited in all respects to (1) the
federal laws of the United States of America; and (2) the Delaware General
Corporation Law, the applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting such Delaware laws; and no opinion is
expressed with respect to the laws of any other jurisdiction or any effect which
such laws may have on the opinions expressed herein. This opinion is limited to
the matters stated herein, and no opinion is implied or may be inferred beyond
the matters expressly stated herein.
Based upon and subject to the foregoing, I am of the opinion that upon
the issuance of the Shares as provided in the Plan and the Rights attached
thereto as provided in the Rights Agreement, the Shares and the Rights attached
thereto will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
Susan Ellen Wolf
Senior Attorney
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