Exhibit 5
OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
October 5, 2000
US Airways, Inc.
2345 Crystal Drive
Arlington, VA 22227
Re: US Airways, Inc. Pass Through Certificates
Ladies and Gentlemen:
We have acted as special counsel to US Airways Inc., a
Delaware corporation ("US Airways"), in connection with the registration
statement on Form S-3 (the "Registration Statement") filed by US Airways on
October 5, 2000 under the Securities Act of 1933, as amended (the "Act"),
relating to pass through certificates ("Pass Through Certificates") to be
issued by one or more trusts (each a "Trust") to be formed by US Airways.
The Trusts are expected to acquire certain equipment notes
relating to aircraft either owned or leased by US Airways. The Pass Through
Certificates are expected to be issued and sold by US Airways from time to
time pursuant to Rule 415 under the Act for an aggregate initial offering
price (together with the aggregate initial offering price of securities
previously registered under US Airways' registration statement on Form S-3
(File No. 333-79825) which have not yet been sold and which, pursuant to
Rule 429 under the Act, are being carried forward from US Airways' prior
registration statement and being sold under the Basic Prospectus (defined
below) included in the Registration Statement) not to exceed $1,200,000,000
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 a pass through trust agreement to be entered into by US
Airways and State Street Bank and Trust Company of Connecticut, National
Association (the "Trustee"), a form of which has been filed as an exhibit
to the Registration Statement (the "Pass Through Trust Agreement"), as the
same may from time to time be supplemented (each a "Pass Through Trust
Supplement"). The Pass Through Certificates will be sold or delivered from
time to time as set forth in the Registration Statement, any amendment
thereto, the prospectus with respect to the Pass Through Certificates
contained in the Registration Statement (the "Basic Prospectus") or any
supplements thereto (the "Prospectus Supplements").
This opinion is delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
We are admitted to the practice of law in the State of New
York. Our opinions set forth herein are limited to Delaware corporate law
and the laws of the State of New York which are normally applicable to
transactions of the type contemplated by the Pass Through Trust Agreement
and the Pass Through Certificates, and, to the extent that judicial or
regulatory orders or decrees or consents, approvals, licenses,
authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws
(all of the foregoing being referred to as "Opined on Law"). We do not
express any opinion with respect to the law of any jurisdiction other than
the foregoing jurisdictions relating to Opined on Law or as to the effect
of any such non opined law on the opinions herein stated.
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of (i)
the Registration Statement, (ii) the Basic Prospectus, (iii) a form of the
Pass Through Trust Agreement, (iv) a form of Pass Through Certificate and a
specimen thereof, (v) the Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended (the "1939 Act"), on Form T-1
of the Trustee, (vi) the Amended and Restated Certificate of Incorporation
of US Airways, as currently in effect, (vii) the By-Laws of US Airways, as
currently in effect, and (viii) resolutions adopted by the Board of
Directors of US Airways on May 18, 1999, July 21, 1999, November 17, 1999
and January 19, 2000. We also have examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of US Airways
and such agreements, certificates of public officials, certificates of
officers and other representatives of US Airways and others, and such other
documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinion set forth herein.
In our examination, we have assumed the legal capacity of
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of originals of all such documents. In making
our examination of documents executed by parties other than US Airways, we
have assumed that such parties (including the Trustee) had the power,
corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such
documents, and the validity and binding effect thereof on such parties;
provided, however, that we have not assumed the validity and binding effect
thereof with respect to the Trustee. As to any facts material to the
opinion expressed herein which we did not independently establish or
verify, we have relied upon oral or written statements and representations
of officers and other representatives of US Airways and others, including a
Certificate of the Associate General Counsel of US Airways.
In rendering the opinion set forth above, we have assumed
that the execution and delivery by the Trustee and US Airways, as
applicable, of the Pass Through Certificates and the Pass Through Trust
Agreement and the performance by the Trustee and US Airways of their
respective obligations thereunder do not and will not violate, conflict
with or constitute a default under any agreement or instrument to which the
Trustee or US Airways or their respective properties are subject, except
for those agreements and instruments which were identified to us by US
Airways as being material to it and which are listed as exhibits to the US
Airways's Annual Report on Form 10-K for the year ended December 31, 1999.
In addition, we have assumed that (i) the Registration
Statement, as finally amended (including all necessary post-effective
amendments), will have become effective and a Prospectus Supplement
supplementing the Basic Prospectus will have been prepared and filed with
the Securities and Exchange Commission (the "Commission") describing the
respective Pass Through Certificates, (ii) the Pass Through Trust Agreement
shall have been qualified under the 1939 Act, (iii) all Pass Through
Certificates 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, the Basic Prospectus and the appropriate Prospectus
Supplement and (iv) a definitive purchase, underwriting or similar
agreement with respect to any Pass Through Certificates will have been duly
authorized and validly executed and delivered by US Airways and the other
party thereto.
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:
With respect to each series of Pass Through Certificates,
when (i) the Pass Through Trust Agreement and the Pass Through Trust
Supplement relating to such series has been duly authorized and validly
executed and delivered by US Airways and the Trustee, (ii) the Board of
Directors of US Airways has taken all necessary corporate action to approve
the terms of such series of Pass Through Certificates and related matters,
(iii) the Pass Through Certificates of such series have been duly executed,
authenticated, issued and delivered in accordance with provisions of the
Pass Through Trust Agreement and the related Pass Through Trust Supplement
and (iv) the applicable definitive purchase, underwriting or similar
agreement is approved by the Board of Directors of US Airways, is duly
executed and delivered by the parties thereto and payment of the
consideration provided for therein is made, such Pass Through Certificates
will be valid and legally binding obligations of the Trustee as trustee of
the Trust.
Our opinion set forth above is subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair
dealing.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to
the reference to our firm under the heading "Legal Opinions" in the
Registration Statement. 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 Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
