June 10, 2013
Bank of New York Mellon
One Wall Street, 29th Floor
New York, New York 10286
Dear Sirs,
I have acted as Mexican counsel to Nacional Financiera, S.N.C. (the “CPO Trustee”), a national credit institution and development bank organized under the laws of the United Mexican States, in connection with the registration of American Depositary Shares (“ADSs”) under the United States Securities Act of 1933 pursuant to the Registration Statement on Form F-6 filed with the Securities and Exchange Commission on or about the date hereof (the “Registration Statement”). Each of the ADSs will represent ten (10) of theCertificados de Participacion Ordinarios (Ordinary Participation Certificates) (the CPOs”) issued by the CPO Trustee pursuant to the terms of that certain Mexican trust agreement between Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (the “Company”) and Nacional Financiera, S.N.C., as trustee, (the “Trust Agreement”), formalized by public deed (the “CPO Deed”), to be registered with and may be examined at the Public Registry of Commerce of the Federal District in Mexico City. Each CPO represents financial interests in, but no voting rights with respect to, one (1) shares of Series A common stock, without par value, of the “Company”.
In preparing the opinion expressed below, I have examined and relied upon originals or copies authenticated to my satisfaction of the Trust Agreement, the CPO Deed and certain corporate records of the CPO Trustee. In addition, I have made such other investigations as I considered necessary or appropriate as a basis for the opinion herein expressed.
Based on the foregoing, I am of the opinion that the CPOs are duly authorized, validly issued, fully paid and nonassessable; and entitle the holders thereof the rights specified in the Trust Agreement and the CPO Deed.
I hereby consent the use of this opinion as Exhibit 4.2 in the registration of American Depositary Shares evidenced by American Depositary Receipts under the United States Securities Act of 1933, pursuant to the Registration Statement on Form F-6 filed with the Securities and Exchange Commission.
This opinion is limited to the matters of Mexican law, and except as specifically expressed herein, no opinion whatsoever is expressed with respect to the Registration Statement.
Very truly yours,
/s/ Juan Manuel Altamirano León
Juan Manuel Altamirano León
Trustee Delegate
