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                                                                       EXHIBIT 8

                  [Letterhead of Cadwalader, Wickersham & Taft]

                                  July 16, 2001

Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, GA 30320

                           Re:      Pass-Through Certificates and Equipment
                                    Trust Certificates ("Certificates")

Gentlemen:

                  We have acted as your special counsel in connection with the
Registration Statement on Form S-3 filed on the date hereof with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Registration Statement"). Capitalized terms used and not
otherwise defined herein have the respective meanings ascribed to such terms in
the Registration Statement.

                  In rendering the opinion set forth below, we have examined and
relied upon the following: (1) the Registration Statement, as filed with the
Commission, including the prospectus constituting a part thereof covering the
Pass-Through Certificates (the "Pass-Through Trust Prospectus") and the
prospectus constituting a part thereof covering the Equipment Trust Certificates
(the "Equipment Trust Prospectus"); (2) the forms of pass-through trust
agreement and trust indenture and security agreement, each filed as an exhibit
to the Registration Statement; and (3) such other documents, materials, and
authorities as we have deemed necessary in order to enable us to render our
opinion set forth below.

                  As special counsel to Delta Air Lines, Inc. ("Delta"), we have
advised Delta with respect to certain federal income tax aspects of the proposed
issuance of the Certificates. Such advice has formed the basis for the
description of material federal income tax consequences for holders of the
Pass-Through Certificates that appears under the heading "Certain United States
Federal Income Tax Consequences" in the Pass-Through Trust Prospectus and for
the holders of Equipment Trust Certificates, which appears under the heading
"Certain United States Federal Income Tax Consequences" in the Equipment Trust
Prospectus. Such descriptions represent the opinion of the undersigned as to the
matters discussed therein, and such discussions are incorporated herein by
reference.

                  This opinion is based on facts and circumstances set forth in
the Pass-Through Trust Prospectus, the Equipment Trust Prospectus and in the
other documents reviewed by us. Our opinion as to the matters set forth herein
could change with respect to a particular series of Certificates as a result of
changes in facts and circumstances, changes in the terms of the documents
reviewed by us, or changes in the law subsequent to the date hereof. As the


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Delta Air Lines, Inc.                 -2-                          July 16, 2001

Registration Statement contemplates series of Certificates with numerous
different characteristics, the particular characteristics of each series of
Certificates must be considered in determining the applicability of this opinion
to a particular series of Certificates. The opinion contained in each Prospectus
Supplement and Prospectus prepared pursuant to the Registration Statement is,
accordingly, deemed to be incorporated herein.

                  We hereby consent to the filing of this letter as an Exhibit
to the Registration Statement and to the references to our firm under the
headings "Certain United States Federal Income Tax Consequences" in each of the
Pass-Through Trust Prospectus and the Equipment Trust Prospectus. This consent
is not to be construed as an admission that we are a person whose consent is
required to be filed with the Registration Statement under the provisions of the
Securities Act.

                                             Very truly yours,


                                             /s/ Cadwalader, Wickersham & Taft