- ----------------------------- TROUTMAN SANDERS LLP ----------------------------
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
BANK OF AMERICA PLAZA
600 PEACHTREE STREET, N.E. - SUITE 5200
ATLANTA, GEORGIA 30308-2216
www.troutmansanders.com
TELEPHONE: 404-885-3000
FACSIMILE: 404-885-3900
January 17, 2003
ATA Holdings Corp.
American Trans Air, Inc.
7337 West Washington Street
Indianapolis, Indiana 46231
Re: American Trans Air, Inc. - 2002-1 EETC Pass
Through Certificates
Ladies and Gentlemen:
We are acting as special counsel to ATA Holdings Corp., an Indiana
corporation formerly known as Amtran, Inc. ("ATA Holdings"), and American Trans
Air, Inc., an Indiana corporation ("ATA"), in connection with the filing of a
Registration Statement on Form S-4 (Registration No. 333-101423) (the
"Registration Statement") with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), in respect of
the registration under the Securities Act of (i) $203,612,000 aggregate
principal amount of 8.328% Pass Through Certificates, Series 2002-1A (the "New
Class A Certificates") and (ii) $56,280,000 aggregate principal amount of
10.699% Pass Through Certificates, Series 2002-1B (the "New Class B
Certificates") (the New Class A Certificates and the New Class B Certificates
are collectively referred to herein as the "New Certificates").
The New Certificates are to be issued pursuant to an exchange offer
(the "Exchange Offer") in exchange for a like principal amount of the issued and
outstanding 8.328% Pass Through Certificates, Series 2002-1A and 10.699% Pass
Through Certificates Series 2002-1B (collectively, the "Old Certificates") under
(i) the Pass Through Trust Agreement, dated as of March 28, 2002, between ATA
Holdings, ATA and Wilmington Trust Company, as Trustee (the "Trustee"), made
with respect to the formation of American Trans Air 2002-1A Pass Through Trust
(the "Class A Trust") and the issuance of 8.328% Pass Through Certificates,
Series 2002-1A (the "Class A Pass Through Trust Agreement"), and (ii) the Pass
Through Trust Agreement, dated as of March 28, 2002, between ATA Holdings, ATA
and the Trustee, made with respect to the formation of American Trans Air
2002-1B Pass Through Trust (the "Class B Trust") and the issuance of 10.699%
Pass Through Certificates, Series 2002-1B (the "Class B Pass Through Trust
Agreement" and, together with the Class A Pass Through Trust Agreement, the
"Pass Through Trust Agreements"). Each of the New Class A Certificates and the
New Class B
ATLANTA o HONG KONG o LONDON o NORFOLK o RICHMOND
TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C.
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
ATA Holdings Corp.
American Trans Air, Inc.
January 17, 2003
Page 2
certificates will represent a fractional undivided interest in
(respectively) the Class A Trust and the Class B Trust (collectively, the
"Trusts"). The applicable underlying payments on the New Certificates will be
fully and unconditionally guaranteed under guarantee agreements (the
"Guarantees") by ATA Holdings. In its individual capacity, Wilmington Trust
Company is herein referred to as "WTC."
In connection with this opinion letter, we have examined copies of the
Registration Statement, including the Prospectus that forms a part of the
Registration Statement, and the exhibits thereto. We have also examined executed
counterparts, forms, or copies otherwise identified to our satisfaction of the
following documents (collectively, the "Documents"): (i) the Pass Through Trust
Agreements, (ii) the Exchange and Registration Rights Agreement, dated March 28,
2002, among ATA, ATA Holdings, the Trustee, Nyala Funding LLC and PK Airfinance
US, Inc. (the "Registration Rights Agreement"), (iii) the forms of Old
Certificates and New Certificates, each filed as an exhibit to the Registration
Statement, and (iv) the Guarantees.
We have also examined and relied on originals or copies of such other
documents, such certificates and other statements of governmental officials and
corporate officers and other representatives of the corporations or entities
referred to herein, and such other instruments as we have deemed necessary or
appropriate for the purposes of this opinion. As to matters of fact material to
the opinions expressed herein, we have relied, without independent
investigation, upon the representations and warranties contained in the
Documents.
Based on the foregoing and upon an examination of such matters of law
as we have considered necessary or appropriate, and subject to the assumptions,
exceptions and qualifications set forth herein, we are of the opinion that when
the New Certificates have been duly executed and authenticated in accordance
with the terms of the applicable Pass Through Trust Agreement and have been
delivered upon consummation of the Exchange Offer against receipt of the Old
Certificates surrendered in exchange therefore in accordance with the terms of
the Exchange Offer, (i) the New Class A Certificates will constitute valid and
binding obligations of the Series A Trust, (ii) the New Class B Certificates
will constitute valid and binding obligations of the Series B Trust, and (iii)
the Guarantees will constitute valid and binding obligations of ATA Holdings.
The foregoing opinion is subject to the following assumptions,
exceptions, and qualifications:
A. The foregoing opinion is limited to the laws of the state
of New York and the federal laws of the United States of America, except that we
express no opinion with respect to
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
ATA Holdings Corp.
American Trans Air, Inc.
January 17, 2003
Page 3
(1) the laws, regulations, or ordinances of any county, town, or municipality or
governmental subdivision or agency thereof, (2) state securities or blue sky
laws or federal securities laws, including the Securities Act of 1933, the
Securities Exchange Act of 1934, the Trust Indenture Act of 1939, and the
Investment Company Act of 1940, (3) any federal or state tax, antitrust, or
fraudulent transfer or conveyance laws, (4) the Employee Retirement Income
Security Act of 1974, or (5) 49 U.S. Code subtitle VII, or any other laws,
rules, or regulations governing, regulating, or relating to the acquisition,
ownership, regulation, use, or sale of an aircraft, airframe, or aircraft engine
or to the particular nature of the equipment acquired or to be acquired.
B. To the extent that any of the foregoing opinions relate to
the enforceability of any document, such opinions are subject to (1) applicable
bankruptcy, insolvency, and similar laws relating to or affecting the rights and
remedies of creditors generally, and (2) general principals of equity.
C. To the extent that our opinions in this opinion letter
involve conclusions as to the matters set forth in any of the opinion letters of
(1) Richards, Layton & Finger, dated March 28, 2002, (2) Cravath, Swaine &
Moore, dated March 28, 2002, and (3) Brian T. Hunt, dated January 17, 2003, we
have assumed the correctness of the matters set forth in such opinion letters.
D. We have assumed the due authorization, execution, and
delivery of the Documents by each of the parties thereto, that each of such
parties has the power and authority to execute, deliver, and perform each such
Document, and has obtained or made all necessary consents, approvals, filings,
and registrations in connection therewith (except any required by ATA or ATA
Holdings), that such execution, delivery, and performance do not violate the
charter, by-laws, or similar instrument of such parties, and that WTC is duly
organized, validly existing, and in good standing in its jurisdiction of
organization and that WTC and the Trustee are qualified to transact business in
each jurisdiction where such qualification is required.
E. We have assumed the due authorization, execution, and
issuance of the Old Certificate by the Trustee and the due authentication
thereof by the Trustee and the delivery thereof against payment therefor, all in
accordance with each of the related Pass Through Trust Agreements.
F. We have assumed that all signatures on documents examined
by us are genuine, that all persons signing such documents have legal capacity,
that all documents
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
ATA Holdings Corp.
American Trans Air, Inc.
January 17, 2003
Page 4
submitted to us as originals are authentic, and that all documents submitted to
us as copies or specimens conform to the originals.
The addressees may rely on this opinion in connection with the matters
set forth herein. Without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other person or entity for any
purpose, or be relied on by the addressees for any other purpose.
Notwithstanding the foregoing, we hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the reference to Troutman
Sanders LLP under the headings "Legal Matters" in the Prospectus included in the
Registration Statement. In giving such consent, we do not thereby admit that we
are "experts" within the meaning of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission issued thereunder with
respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
TROUTMAN SANDERS LLP
/s/ Troutman Sanders
--------------------