EXHIBIT 5.1
[Letterhead of]
AMTRAN, INC.
Amtran, Inc.
Registration Statement on Form S-3
August 25, 1998
Gentlemen:
I am the General Counsel for Amtran, Inc., an Indiana
corporation (the "Company"). I am delivering this opinion in connection with the
Registration Statement on Form S-3, File No. 333-52655, (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act")
of the Company, and American Trans Air, Inc., Ambassadair Travel Club, Inc., ATA
Vacations, Inc., Amber Travel, Inc., American Trans Air Training Corporation,
American Trans Air Execujet, Inc. and Amber Air Freight Corporation, each an
Indiana corporation (collectively, the "Guarantors"), with respect to (a) the
following securities of the Company: (i) unsecured senior debt securities (the
"Debt Securities"), (ii) shares of preferred stock, without par value (the
"Preferred Stock"), (iii) shares of common stock, without par value, consisting
of (x) shares to be newly issued and sold by the Company (the "Primary Shares")
and (y) up to 2,985,000 shares (which number includes up to 585,000 shares that
may be sold pursuant to an underwriters' over-allotment option) (the "Secondary
Shares" and, together with the Primary Shares, the "Common Stock") that may be
sold certain management shareholders of the Company (the "Selling
Shareholders"), and (b) guarantees of Debt Securities (the "Guarantees") issued
by the Guarantors, in each case, for issuance from time to time pursuant to Rule
415 under the Securities Act.
For purposes of this opinion, I have examined (i) the form of
the Indenture (the "Indenture"), to be entered into by the Company, the
Guarantors and the Trustee (the "Trustee") to be named in a Prospectus
Supplement relating to an issuance of Debt Securities, (ii) the form of the
Underwriting Agreement (the "Agreement") among the Company, the Selling
Shareholders and Morgan Stanley & Co. Incorporated and Smith Barney, Inc., as
representatives of the several underwriters listed in Schedule I thereto (the
"Underwriters"), pursuant to which the Common Stock would be sold, and (iii)
originals or copies, identified to my
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satisfaction, of such documents, corporate records, instruments and other
relevant materials as I have deemed advisable. In my examination, I have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the authenticity of all documents submitted to me as originals, the conformity
to original documents of all documents submitted to me as copies, and the
authenticity of the originals of such copies. In addition, I have relied upon
certificates of public officials, of officers and representatives of the
Company, and have made such examination of statutes and decisions and reviewed
such questions of law as I have considered necessary or appropriate.
The law covered by the opinions expressed herein is limited to
the law of the State of Indiana and Federal law of the United States.
On the basis of and subject to the foregoing, I am of the
opinion that:
(a) the Company has been duly incorporated and is validly
existing as a corporation under the laws of the State of Indiana.
(b) each of the Guarantors has been duly incorporated and is
validly existing as a corporation under the laws of the State of
Indiana.
(c) the execution and delivery of the Indenture by the Company
and the Guarantors and the issuance and sale of Debt Securities by the
Company and the Guarantees by the Guarantors have been validly
authorized by all necessary corporate action by the Company and the
Guarantors, respectively.
(d) when (i) the Registration Statement shall have become
effective under the Securities Act, (ii) the blue sky or securities
laws of certain states shall have been complied with, (iii) the
Indenture shall have been executed and delivered by the Company, the
Guarantors and the Trustee and duly qualified under the Trust
Indenture Act of 1939, as amended, (iv) the Debt Securities shall have
been duly authorized, executed, authenticated and delivered against
payment therefor, and (v) the Guarantees shall have been duly
authorized, executed, authenticated and delivered, the Debt Securities
and the Guarantees shall have been duly authorized and issued by the
Company and the Guarantors, respectively.
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(e) when (i) the Registration Statement shall have become
effective under the Securities Act, (ii) the blue sky or securities
laws of certain states shall have been complied with, and (iii) the
Preferred Stock shall have been authorized, issued and sold as
contemplated by the Registration Statement and the Company shall have
received consideration therefor, the Preferred Stock will be validly
issued, fully paid and non-assessable.
(f) when (i) the Registration Statement shall have become
effective under the Securities Act, (ii) the blue sky or securities
laws of certain states shall have been complied with, and (iii) the
Primary Shares shall have been authorized, issued and sold by the
Company as contemplated by the Registration Statement and the
Agreement and the Company shall have received consideration therefor
from the Underwriters, the Primary Shares will be validly issued,
fully paid and non-assessable.
(g) the Secondary Shares to be sold by the Selling Shareholders
pursuant to the Registration Statement and the Agreement, have been
duly and validly authorized and are fully paid and nonassessable.
I know that I am referred to under the heading "Legal Matters"
in the Prospectus forming a part of the Registration Statement, and I hereby
consent to such use of my name in the Registration Statement and to the use of
this opinion for filing as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/Brian T. Hunt
Brian T. Hunt
Amtran, Inc.
7337 West Washington Street
Indianapolis, IN 46231