September 14, 2000
Continental Airlines, Inc.
1600 Smith Street
Houston, Texas 77002
Re: Continental Airlines, Inc.
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as your counsel in connection with the Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), with respect to pass through certificates (the "Pass
Through Certificates") expected to be issued by one or more trusts (each, a
"Trust") to be formed by Continental Airlines, Inc. (the "Company"). Such
Trusts are expected to acquire certain equipment notes relating to aircraft
to be leased or owned by the Company. The Pass Through Certificates are
expected to be issued and sold from time to time pursuant to Rule 415 under
the Act for an aggregate initial offering price not to exceed $1,700,000,000
or the equivalent thereof in one or more foreign currencies or composite
currencies.
The Pass Through Certificates will be issued in one or more
series under the Pass Through Trust Agreement dated as of September 25, 1997,
between the Company and Wilmington Trust Company ("WTC"), the trustee
thereunder (the "Basic Pass Through Trust Agreement"), the form of which has
been filed as an exhibit to the Registration Statement, as supplemented by a
separate trust supplement (each, a "Trust Supplement") relating to each such
series.
We have examined the Certificate of Incorporation and By-Laws of
the Company and the Basic Pass Through Trust Agreement, and we have assumed
that the Basic Pass Through Trust Agreement was duly authorized, executed and
delivered by, and is the valid and binding obligation of, WTC, as trustee.
In addition, we have examined, and have relied as to matters of fact upon,
originals or copies, certified or otherwise identified to our satisfaction,
of such corporate records, agreements, documents and other instruments and
such certificates or comparable documents of public officials and of officers
and representatives of the Company, and have made such other and further
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investigations as we have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.
Based upon and subject to the foregoing, we are of the opinion
that, with respect to each series of Pass Through Certificates, when (i) the
applicable provisions of the Act and such "blue sky" or state securities laws
as may be applicable shall have been complied with, (ii) the Trust Supplement
relating to such series has been duly authorized and validly executed and
delivered by the Company and WTC, as trustee under the Basic Pass Through
Trust Agreement, (iii) the Board of Directors of the Company has taken all
necessary corporate action to approve the terms of the offering of such
series of Pass Through Certificates and related matters and (iv) the Pass
Through Certificates of such series have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Basic Pass
Through Trust Agreement, as supplemented by the related Trust Supplement, and
the applicable definitive purchase, underwriting or similar agreement
approved by the Board of Directors of the Company and upon payment of the
consideration therefor provided for therein, such series of Pass Through
Certificates will be legally issued and binding obligations of WTC, as
trustee of the applicable Trust.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State
of New York, the federal law of the United States and the Delaware General
Corporation Law. We have assumed that each Trust Supplement will be governed
by the laws of the State of New York.
We hereby consent to the filing of this opinion as an exhibit to
said Registration Statement and we further consent to the use of our name in
the Registration Statement under the caption "Legal Opinions". In giving
this consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Hughes Hubbard & Reed LLP
