Exhibit 5(b)
[LETTERHEAD OF NORTHWEST AIRLINES, INC.]
September 27, 2000
Northwest Airlines, Inc.
Department A1180
5101 Northwest Drive
St. Paul, MN 55111-3034
RE: Northwest Airlines, Inc.
Registration Statement on Form S-3
(File No. 333-45314)
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Secretary of
Northwest Airlines Corporation, a Delaware corporation (the "Guarantor") and
Northwest Airlines, Inc., a Minnesota corporation (the "Company"). As
General Counsel of the Guarantor and the Company, I or attorneys on my staff
are familiar with the organization, operations and legal affairs of the
Guarantor, the Company and their subsidiaries. This opinion is being issued
in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
of a Registration Statement on Form S-3 (the "Registration Statement"). The
Registration Statement relates to (i) debt securities of the Company, which
may be either senior (the "Senior Securities") or subordinated (the "Senior
Subordinated Securities")(collectively, the "Debt Securities"), including
debt securities issuable upon exercise of the Debt Warrants referred to
below, (ii) guarantees of the Guarantor to be issued in connection with the
Debt Securities and Pass Through Certificates (as defined below)(the
"Guarantees"), (iii) warrants to purchase the Debt Securities (the "Debt
Warrants") and (iv) pass through certificates (the "Pass Through
Certificates") to be issued by one or more trusts formed by the Company
relating to certain equipment notes either issued by the Company or relating
to leases with the Company, all of which are to be issued and sold by the
Company and the Guarantor 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 the
registration statement of the Company and the Guarantor on Form S-3 (File No.
333-79215) which have not yet been sold and which, pursuant to Rule 429 under
the Act, are covered by the Prospectuses included in the Registration
Statement) not to exceed $975,000,000 or the equivalent thereof in one or
more foreign currencies or composite currencies.
The Registration Statement consists of two separate prospectuses
covering the following securities: (i) Northwest Debt Securities and Debt
Warrants to purchase Northwest Debt Securities and Guarantees of such
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Northwest Debt Securities by NWA Corp. (the "Debt Prospectus") and (ii)
Northwest Pass Through Certificates and Guarantees of such Pass Through
Certificates by NWA Corp. (the "Pass Through Prospectus" and, together with
the Debt Prospectus, the "Prospectuses"). The Northwest Debt Securities, Debt
Warrants, Guarantees and Pass Through Certificates are hereinafter referred
to collectively as the "Offered Securities."
The Offered Securities may be issued, sold or delivered from time
to time as set forth in the Registration Statement, any amendment thereto,
the two separate Prospectuses or any supplements thereto. The Senior
Securities will be issued under an Indenture dated as of March 1, 1997 among
Northwest, Northwest Airlines Holdings Corporation and State Street Bank and
Trust Company, as trustee (the "Indenture Trustee") thereunder, as
supplemented by a Supplemental Indenture dated as of November 20, 1998 among
NWA Corp., Northwest Airlines Holdings Corporation, Northwest and the
Indenture Trustee and a Second Supplemental Indenture dated as of February
25, 1999, among NWA Corp., Northwest Airlines Holdings Corporation, Northwest
and the Indenture Trustee (as so supplemented, the "Senior Indenture"), the
Senior Subordinated Securities will be issued under an Indenture among
Northwest, NWA Corp. and the Indenture Trustee (the "Senior Subordinated
Indenture" and, together with the Senior Indenture, the "Northwest
Indentures"). The Pass Through Certificates will be issued under a Pass
Through Trust Agreement dated as of June 3, 1999 among Northwest, NWA Corp.
and State Street Bank and Trust Company of Connecticut, National Association,
as trustee (the "Pass Through Trustee") thereunder (the "Pass Through Trust
Agreement") and a Supplement thereto relating to such series (a "Trust
Supplement"). The Debt Warrants that will be attached to the Northwest Debt
Securities will be issued under a Warrant Agreement for such attached Debt
Warrants (the "Attached Warrant Agreement") between Northwest and the warrant
agent thereunder (the "Warrant Agent") and the Debt Warrants that will be
sold separately from the Northwest Debt Securities will be issued under a
Warrant Agreement for such separate Debt Warrants between Northwest and the
Warrant Agent (the "Separate Warrant Agreement" and, together with the
Attached Warrant Agreement, the "Warrant Agreement").
In connection with the opinions expressed below, I or counsel under
my general supervision have examined and 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 officers
and representatives of the Guarantor and the Company and their subsidiaries
and have made such other and further investigations, as we deemed relevant
and necessary as a basis for the opinions hereinafter set forth.
We have examined the Registration Statement, the Senior Indenture,
the Pass Through Trust Agreement and the forms of the Senior Subordinated
Indenture and the Warrant Agreement, which have been filed with the
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Commission as exhibits to the Registration Statement. We also have examined
the originals, or duplicates or certified or conformed copies, of such
records, agreements, instruments and other documents and have made such other
and further investigations as we have deemed relevant and necessary in
connection with the opinions expressed herein. As to questions of fact
material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Registrants.
Based upon the foregoing, and subject to the qualifications and
limitations set forth herein, it is my opinion that:
1. The Company has been duly incorporated, is validly existing
and in good standing under the laws of the State of Minnesota with
corporate power and corporate authority under such laws to
perform its obligations under the Senior Indenture,
the Pass Through Trust Agreement and any related Trust
Supplement, the Senior Subordinated Indenture, and the Warrant
Agreements, to which the Company is, or is to be, a party.
2. The Company has duly authorized, executed and delivered the
Senior Indenture.
3. Execution, delivery and performance by Northwest of
the Senior Indenture does not violate the laws of the State of
Minnesota.
I am a member of the Bar of the District of Columbia and do not
express any opinion herein concerning any law other than the law of the State
of Minnesota and the federal law of the United States of America.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the captions "Legal
Opinions" in the Prospectuses forming a part of the Registration Statement. I
further consent to the reliance by Simpson Thacher & Bartlett on the opinions
expressd herein in connection with the delivery of their opinion dated the
date hereof.
Sincerely yours,
/s/ Douglas M. Steenland
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Douglas M. Steenland
Executive Vice President,
General Counsel and Secretary
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