1
EXHIBIT 5.2
[XXXXXX & XXXXX, LLP LETTERHEAD]
February 3, 1998
Kitty Hawk, Inc.
Kitty Hawk Aircargo, Inc.
Kitty Hawk Charters, Inc.
Aircraft Leasing, Inc.
American International Airways, Inc.
American International Travel, Inc.
O.K. Turbines, Inc.
Flight One Logistics, Inc.
Kalitta Flying Services, Inc.
P.O. Box 612787
0000 Xxxx 00xx Xxxxxx
X/XX Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 00000
Re: Offer by Kitty Hawk, Inc., Kitty Hawk Aircargo, Inc., a Texas
corporation, Kitty Hawk Charters, Inc., a Texas corporation,
Aircraft Leasing, Inc., a Texas corporation, American
International Airways, Inc., a Michigan corporation, American
International Travel, Inc., a Michigan corporation, O.K.
Turbines, Inc., a Michigan corporation, Flight One Logistics,
Inc., a Michigan corporation, and Kalitta Flying Services, Inc.,
a Michigan corporation, to exchange 9.95% Senior Secured Notes
Due 2004 and the Guarantees thereof for any and all of 9.95%
Senior Secured Notes Due 2004 and the Guarantees thereof
Ladies and Gentlemen:
We have acted as special counsel to Kitty Hawk, Inc. (the "COMPANY") and its
subsidiaries, Kitty Hawk Aircargo, Inc., a Texas corporation, Kitty Hawk
Charters, Inc., a Texas corporation, Aircraft Leasing, Inc., a Texas
corporation, American International Airways, Inc., a Michigan corporation,
American International Travel, Inc., a Michigan corporation, O.K. Turbines,
Inc., a Michigan corporation, Flight One Logistics, Inc., a Michigan
corporation, and Kalitta Flying Services, Inc., a Michigan corporation (the
"GUARANTORS"), in connection with the offer (the "EXCHANGE OFFER") to exchange
the 9.95% Senior Secured Notes Due 2004 and the Guarantees thereof (the
"EXCHANGE NOTES") for any and all outstanding 9.95% Senior Secured Notes Due
2004 and the Guarantees thereof (the "PRIVATE NOTES").
You have requested our opinion as to certain United States federal income tax
consequences of the Exchange Offer. In preparing our opinion, we have reviewed
and relied upon the Company's Registration Statement on Form S-4, filed with
the Securities and Exchange Commission on December 31, 1997 (the "REGISTRATION
STATEMENT"), and such other documents as we deemed necessary.
On the basis of the foregoing, it is our opinion that the exchange of the
Private Notes for Exchange Notes pursuant to the Exchange Offer will not be
treated as an "exchange" for United States federal income tax purposes and
therefore, is not a taxable transaction for such purposes.
2
Kitty Hawk, Inc.
Kitty Hawk Aircargo, Inc.
Kitty Hawk Charters, Inc.
Aircraft Leasing, Inc.
American International Airways, Inc.
American International Travel, Inc.
O.K. Turbines, Inc.
Flight One Logistics, Inc.
Kalitta Flying Services, Inc.
February 3, 1998
Page 2
The opinion set forth above is based upon the applicable provisions of the
Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated
or proposed thereunder, current positions of the Internal Revenue Service (the
"IRS") contained in published revenue rulings, revenue procedures, and
announcements, existing judicial decisions, and other applicable authorities.
No tax rulings have been or will be sought from the IRS with respect to any of
the matters discussed herein. Unlike a ruling from the IRS, opinions of counsel
are not binding on the IRS. Hence, no assurance can be given that the opinion
stated in this letter will not be successfully challenged by the IRS. We
express no opinion concerning any U.S. federal income tax consequences of the
Exchange Offer except as expressly set forth above.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm and the summarization
of this opinion under the section titled "Certain U.S. Federal Income Tax
Considerations" in the Registration Statement.
Very truly yours,
/s/ XXXXXX AND XXXXX, LLP
Xxxxxx and Xxxxx, LLP
