JONES DAY LETTERHEAD]Ual Corp /De/ • August 16th, 2010 • 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.Ual Corp /De/ • August 16th, 2010 • 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.
