JONES DAY LETTERHEAD]Merger Agreement • August 16th, 2010 • Ual Corp /De/ • Air transportation, scheduled
Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 2, 2010, by and among UAL Corporation, a Delaware corporation (“Parent”), JT Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Continental Airlines, Inc., a Delaware corporation (the “Company”), Merger Sub will merge with and into the Company (the “Merger”). Section 7.3(c) of the Merger Agreement provides that a condition to closing is the receipt by the Company of an opinion of Jones Day, dated as of the date the Form S-4 (the “Registration Statement”) is first filed with the Securities and Exchange Commission (the “Commission”) and as of the Closing Date, that the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that Parent, Merger Sub, and the Company will each be a “party” to such reorganization within the meaning of Section 368(b) of the Code. Capita
Agreement and Plan of Merger Among UAL Corporation, Continental Airlines, Inc. and JT Merger Sub Inc.Agreement and Plan of Merger • August 16th, 2010 • Ual Corp /De/ • Air transportation, scheduled
We have acted as counsel for UAL Corporation, a Delaware corporation (“UAL”), in connection with the transactions contemplated by the Agreement and Plan of Merger dated as of May 2, 2010 (the “Merger Agreement”), among UAL, Continental Airlines, Inc., a Delaware corporation (“Continental”) and JT Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of UAL (“Merger Sub”), and in connection with the filing with the Securities and Exchange Commission (the “SEC”) of the registration statement on Form S-4, as amended (the “Registration Statement”), which includes the Proxy Statement/Prospectus. Pursuant to the Merger Agreement, Merger Sub shall be merged with and into Continental (the “Merger”) with Continental surviving as a wholly owned subsidiary of UAL. Capitalized terms used but not defined herein have the meaning given to them in the Merger Agreement.
