EXHIBIT 5.2
                                [Letterhead of]

                            CRAVATH, SWAINE & MOORE

                                                               January 25, 2000
                                 AMTRAN, INC.
                                 $75,000,000
                    10-1/2% SENIOR EXCHANGE NOTES DUE 2004

Ladies and Gentlemen:

          We have acted as counsel for Amtran, Inc., an Indiana corporation
(the "Company"), in connection with the registration under the Securities
Act of, of 1933, as amended (the "Securities Act"), of $75,000,000
aggregate principal amount of the Company's 10-1/2% Senior Exchange Notes
due 2004 (the "Exchange Notes"), to be issued under an Indenture dated as
July 24, 1997 as supplemented by the First Supplemental Indenture, dated
December 21, 1999 (the "Indenture"), among the Company, as issuer, American
Trans Air, Inc., Ambassadair Travel Club, Inc., ATA Leisure Corp. (formerly
ATA Vacations, Inc.), Amber Travel, Inc., American Trans Air Training
Corporation, American Trans Air Execujet, Inc., Amber Air Freight
Corporation, and Chicago Express Airlines, Inc., as guarantors (the
"Guarantors"), and First Security Bank, N.A., as trustee (the "Trustee"),
in exchange for $75,000,000 aggregate principal amount of 10-1/2% Senior
Notes due 2004 (the "Outstanding Notes"), pursuant to an exchange offer
(the "Exchange Offer"). The Outstanding Notes were originally issued in a
transaction exempt from the registration requirements of the Securities
Act.

          In that connection, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary or appropriate for
the purposes of this opinion, including the Indenture.

          Based on the foregoing, we are of opinion as follows:

          1. Assuming that the Indenture has been duly authorized, executed
and delivered by each of the Company, the Guarantors and the Trustee, the
Indenture constitutes a





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legal, valid and binding obligation of the Company and the Guarantors,
enforceable against the Company and the Guarantors in accordance with its
terms (subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws affecting creditors'
rights generally from time to time in effect and to general principles of
equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether such
enforceability is considered in a proceeding in equity or at law).

          2. Assuming that the Exchange Notes have been duly authorized by the
Company, the Notes, when executed and authenticated in accordance with the
provisions of the Indenture and delivered in exchange for the Outstanding
Notes pursuant to the Exchange Offer, will constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms and entitled to the benefits of the Indenture (subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other laws affecting creditors' rights generally from time to time
in effect and to general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing,
regardless of whether such enforceability is considered in a proceeding in
equity or at law); in expressing the opinion set forth in this paragraph 2, we
have assumed, that the form of the Notes will conform to those included in the
Indenture.

          3. Assuming that the Guarantees (as defined in the Indenture) have
been duly authorized by the Guarantors, and assuming the due execution and
delivery of the Indenture in accordance with its terms by the Guarantors and
the Company, the Guarantees will be legal, valid and binding obligations of
each of the Guarantors, enforceable against the Guarantors in accordance with
their terms and entitled to the benefits of the Indenture (subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other laws affecting creditors' rights generally from time to time
in effect and to general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing,
regardless of whether such enforceability is considered in a proceeding in
equity or at law).

          We are admitted to practice in the State of New York, and we express
no opinion as to matters governed by any laws other than the laws of the State
of New York and the Federal laws of the United States of America. In
particular, we do not purport to pass on any matter governed by the laws of
the State of Indiana.





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          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name under the
caption "Legal Opinions" in the Prospectus contained in the Registration
Statement.

                                        Very truly yours,


                                        /s/ Cravath, Swaine & Moore
                                        ---------------------------
                                        Cravath, Swaine & Moore

Amtran, Inc.
   7337 West Washington Street
      Indianapolis, IN 46231