Exhibit 8
September 25, 2000
Northwest Airlines Corporation
Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, MN 55121
Re: Pass-Through Certificates ("Certificates")
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Gentlemen:
We have acted as your special counsel in connection with
Registration Statement No. 333-45314 filed on September 25, 2000 with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Registration Statement").
Capitalized terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Registration Statement.
In rendering the opinion set forth below, we have examined and
relied upon the following: (1) the Registration Statement, the prospectus
constituting a part thereof covering the Certificates (the "Pass-Through
Trust Prospectus"), as filed with the Commission; (2) the pass-through trust
agreement filed as an exhibit to the Registration Statement; and (3) such
other documents, materials, and authorities as we have deemed necessary in
order to enable us to render our opinion set forth below.
As special counsel to Northwest Airlines Corporation ("NAC") and
Northwest Airlines, Inc. ("NAI"), we have advised NAC and NAI with respect to
certain federal income tax aspects of the proposed issuance of the
Certificates. Such advice has formed the basis for the description of
material federal income tax consequences for holders of the Certificates that
appears under the heading "United States Federal Income Tax Consequences" in
the Pass-Through Trust Prospectus. Such description represents the opinion
of the undersigned as to the matters discussed therein, and such discussion
is incorporated herein by reference.
This opinion is based on facts and circumstances set forth in the
Pass-Through Trust Prospectus and in the other documents reviewed by us. Our
opinion as to the matters set forth herein could change with respect to a
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particular Series of Certificates as a result of changes in facts and
circumstances, changes in the terms of the documents reviewed by us, or
changes in the law subsequent to the date hereof. As the Registration
Statement contemplates Series of Certificates with numerous different
characteristics, the particular characteristics of each Series of
Certificates must be considered in determining the applicability of this
opinion to a particular Series of Certificates. The opinion contained in
each Prospectus Supplement and Prospectus prepared pursuant to the
Registration Statement is, accordingly, deemed to be incorporated herein.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the references to our firm under the headings
"United States Federal Income Tax Consequences" and "Legal Opinions" in the
Pass-Through Trust Prospectus. 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 Opinions under the provisions of the Act.
Very truly yours,
Cadwalader, Wickersham & Taft
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