S-3ASR

As filed with the Securities and Exchange Commission on March 6, 2019

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DELTA AIR LINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	58-0218548
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Hartsfield-Jackson Atlanta International Airport

Atlanta, Georgia 30320-6001

(404) 715-2600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Peter W. Carter

Executive Vice President & Chief Legal Officer

Delta Air Lines, Inc.

1030 Delta Boulevard

Atlanta, Georgia 30354

(404) 715-2191

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

W. Benjamin Barkley
Kilpatrick, Townsend & Stockton LLP
1100 Peachtree Street, NE, Suite 2800
Atlanta, Georgia 30309
(404) 815-6500 Matthew E. Kaplan
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212) 909-6000 Brett D. Nadritch James V. Pascale
Milbank LLP
55 Hudson Yards New York, NY 10001
(212) 530-5000

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Pass Through Certificates	(1)	(1)	(1)	$0(1)

(1) An unspecified aggregate initial offering price of pass through certificates is being registered as may from time to time be offered hereunder and sold at unspecified prices. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, Delta Air Lines, Inc. is deferring payment of all of the registration fee.

PROSPECTUS

Delta Air Lines, Inc.

Pass Through Certificates

This prospectus relates to pass through trusts to be formed by Delta Air Lines, Inc. with a national or state bank or trust company, as trustee, which may offer for sale, from time to time, pass through certificates of one or more classes or series under this prospectus and one or more related prospectus supplements. The property of a trust will include equipment notes issued by:

• Delta to finance or refinance all or a portion of the purchase price of an aircraft or other aircraft related assets owned or to be purchased by Delta; or

• one or more owner trustees to finance or refinance a portion of the purchase price of an aircraft or other aircraft related assets that have been or will be leased to Delta.

The interest rate, final maturity date and ranking or priority of payment of any equipment notes will be described in the applicable prospectus supplement.

The trustee will hold all property owned by a trust for the benefit of holders of pass through certificates issued by that trust. Each pass through certificate issued by a trust will represent a beneficial interest in all property held by that trust. The pass through certificates will not represent interests in, or obligations of, Delta or any of our affiliates. Equipment notes issued by any owner trustee will be without recourse to Delta.

We will describe the specific terms of any offering of these securities and any credit enhancements therefor in a prospectus supplement to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest.

This prospectus may not be used to consummate sales of these securities unless accompanied by a prospectus supplement.

We may offer and sell the pass through certificates directly, through agents we select from time to time, to or through underwriters, dealers or other third parties we select, or by means of other methods described in a prospectus supplement. If we use any agents, underwriters or dealers to sell the pass through certificates, we will name them and describe their compensation in a prospectus supplement.

Investing in our securities involves risks. See the “Risk Factors” on page 1 of this prospectus and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is March 6, 2019

You should rely only on the information contained or incorporated by reference in this prospectus and the applicable prospectus supplement or in any free writing prospectus filed by us with the Securities and Exchange Commission, or the SEC. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information contained or incorporated by reference in this prospectus and any prospectus supplement or in any free writing prospectus is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates.

We are not making an offer to sell or solicitation of an offer to purchase the securities covered by this prospectus, any prospectus supplement and any related company free writing prospectus in any jurisdiction where such offer or any sale is not permitted.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS		1
RISK FACTORS		1
FORWARD-LOOKING STATEMENTS		1
WHERE YOU CAN FIND MORE INFORMATION		1
INCORPORATION BY REFERENCE		2
DELTA AIR LINES, INC.		2
USE OF PROCEEDS		3
DESCRIPTION OF THE PASS THROUGH CERTIFICATES		3
PLAN OF DISTRIBUTION		4
VALIDITY OF PASS THROUGH CERTIFICATES		4
EXPERTS		5

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we are registering an unspecified amount of pass through certificates, and we may sell the pass through certificates in one or more offerings. Each time we offer pass through certificates, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the information in the applicable prospectus supplement. You should carefully read both this prospectus and any applicable prospectus supplement, together with the additional information described under the heading “Incorporation by Reference.”

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the securities to be offered. The registration statement, including the exhibits to the registration statement, can be obtained from the SEC, as described below under “Where You Can Find More Information.”

References in this prospectus to “Delta,” “we,” “us” and “our” and all similar references are to Delta Air Lines, Inc. and its wholly-owned subsidiaries.

RISK FACTORS

An investment in our securities involves risks. You should carefully consider the risk factors included in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other risk factors and information contained or incorporated by reference into this prospectus and any applicable prospectus supplement, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), before acquiring any of such securities. See “Where You Can Find More Information.”

FORWARD-LOOKING STATEMENTS

Statements in this prospectus, any prospectus supplement, any related company free writing prospectus and the documents incorporated by reference herein and therein (or otherwise made by us or on our behalf) that are not historical facts, including statements about our estimates, expectations, beliefs, intentions, projections or strategies for the future may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. Known material risk factors applicable to Delta are described under the heading “Risk Factors” in this prospectus and any applicable prospectus supplement, in “Risk Factors Relating to Delta” and “Risk Factors Relating to the Airline Industry” in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and in any subsequent filing incorporated by reference herein, other than risks that could apply to any issuer or offering. All forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website that contains reports, proxy and information statements, and other information

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regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at http://www.sec.gov.

We also make available, free of charge, on or through our Internet website (ir.delta.com) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. You may request copies of these filings at no cost through our Investor Relations Department at: Delta Air Lines, Inc., Investor Relations, Dept. No. 829, P.O. Box 20706, Atlanta, GA 30320, telephone no. (404) 715-2170 or our Internet website (ir.delta.com). The contents of our website are not incorporated into this prospectus or any accompanying prospectus supplement.

We have filed with the SEC a registration statement on Form S-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document that is an exhibit to the registration statement, the reference is only a summary and you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement and the documents incorporated by reference herein through the SEC’s Internet website listed above.

INCORPORATION BY REFERENCE

We “incorporate by reference” in this prospectus certain documents that we file with the SEC, which means:

• we can disclose important information to you by referring you to those documents;

• information incorporated by reference is considered to be part of this prospectus, even though it is not repeated in this prospectus; and

• information that we file later with the SEC will automatically update and supersede this prospectus.

The following documents listed below that we have previously filed with the SEC (Commission File Number 001-05424) are incorporated by reference (other than reports or portions thereof furnished under Items 2.02 or 7.01 of Form 8-K):

• Annual Report on Form 10-K for the fiscal year ended December 31, 2018;

• Current Report on Form 8-K filed on February 8, 2019; and

• The information responsive to Part III of Form 10-K for the fiscal year ended December 31, 2017 provided in our Proxy Statement on Schedule 14A filed on April 27, 2018.

All documents filed by us under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished under Items 2.02 or 7.01 of Form 8-K) from the date of this prospectus and prior to the termination of the applicable offering shall also be deemed to be incorporated by reference in this prospectus. These documents include periodic reports, which may include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

To obtain copies of these filings, see “Where You Can Find More Information.”

DELTA AIR LINES, INC.

We are a major passenger airline, providing scheduled air transportation for passengers and cargo throughout the United States (“U.S.”) and around the world. Through the dedication of our employees, we are

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committed to providing exceptional customer service through our global route network. Our route network is centered around a system of significant hubs and key markets at airports in Amsterdam, Atlanta, Boston, Detroit, London-Heathrow, Los Angeles, Mexico City, Minneapolis-St. Paul, New York-LaGuardia, New York-JFK, Paris-Charles de Gaulle, Salt Lake City, São Paulo, Seattle, Seoul-Incheon and Tokyo-Narita. Each of these operations includes flights that gather and distribute traffic from markets in the geographic region surrounding the hub or key market to domestic and international cities and to other hubs or key markets. Our network is supported by a fleet of aircraft that is varied in size and capabilities, giving us flexibility to adjust aircraft to the network. Through our international joint ventures, our alliances with other foreign airlines, our membership in SkyTeam and agreements with multiple domestic regional carriers that operate as Delta Connection,^® we are able to bring choice to customers worldwide.

We are a Delaware corporation headquartered in Atlanta, Georgia. Our principal executive offices are located at Hartsfield-Jackson Atlanta International Airport, Atlanta, Georgia 30320-6001 and our telephone number is (404) 715-2600. Our website is www.delta.com. We have provided this website address as an inactive textual reference only and the information contained on our website is not a part of this prospectus.

USE OF PROCEEDS

Except as set forth in an applicable prospectus supplement, the trustee for each trust will use the proceeds from the sale of the pass through certificates issued by such trust to purchase one or more equipment notes.

DESCRIPTION OF THE PASS THROUGH CERTIFICATES

We have entered into a pass through trust agreement (the “basic agreement”) with U.S. Bank Trust National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as trustee (the “trustee”). Each series of pass through certificates will be issued by a separate trust. Except as set forth in an applicable prospectus supplement, each separate trust will be formed pursuant to the basic agreement and a specific supplement to the basic agreement between Delta and the trustee.

Except as set forth in an applicable prospectus supplement, the equipment notes are or will be issued by:

• Delta to finance or refinance all or a portion of the purchase price of aircraft or other aircraft related assets owned or to be purchased by Delta (“owned aircraft notes”); or

• one or more owner trustees on a non-recourse basis to finance or refinance a portion of the purchase price of aircraft that have been or will be leased to Delta (“leased aircraft notes”).

Any trust may hold owned aircraft notes and leased aircraft notes simultaneously. The owned aircraft notes will be secured by certain aircraft owned or to be owned by Delta, and the leased aircraft notes will be secured by certain aircraft leased or to be leased to Delta.

In addition, to the extent set forth in an applicable prospectus supplement, each trust may hold (exclusively, or in combination with owned aircraft notes, leased aircraft notes or both) equipment notes secured by aircraft engines, spare parts, appliances or other aircraft related equipment or personal property owned or to be owned by, or leased or to be leased to, Delta. Such equipment notes, and the property securing them, will be subject to the considerations, terms, conditions, and other provisions described in the applicable prospectus supplement. Also, to the extent set forth in the applicable prospectus supplement, a trust may hold (exclusively, or in combination with equipment notes) pass through certificates or beneficial interests in such certificates previously issued by a trust that holds equipment notes or other kinds of securities.

The pass through certificates will not represent interests in, or obligations of, Delta or any of our affiliates.

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For each leased aircraft, the owner trustee will issue the related equipment notes, as nonrecourse obligations, authenticated by a bank or trust company, as indenture trustee under either a separate supplement to an existing trust indenture and security agreement between the owner trustee and the indenture trustee or a separate trust indenture and security agreement. The owner trustee will also obtain a portion of the funding for the leased aircraft from an equity investment of one or more owner participants. A leased aircraft may also be subject to other financing arrangements that will be described in the applicable prospectus supplement. In connection with the refinancing of a leased aircraft, the owner trustee may refinance the existing equipment notes, which will be described in the applicable prospectus supplement.

We will issue the equipment notes relating to aircraft owned by us under either a separate supplement to an existing trust indenture and mortgage or a separate trust indenture and mortgage. An aircraft owned by us may also be subject to other financing arrangements that will be described in the applicable prospectus supplement.

A trust may hold owned aircraft notes or leased aircraft notes that are subordinated in right of payment to other equipment notes or other debt related to the same owned or leased aircraft. In addition, the trustees on behalf of one or more trusts may enter into an intercreditor or subordination agreement establishing priorities among series of pass through certificates. Also, a liquidity facility, surety bond, letter of credit, financial guarantee, interest rate or other swap or other arrangement may support one or more payments on the equipment notes or pass through certificates of one or more series. In addition, the trustee may enter into servicing, remarketing, appraisal, put or other agreements relating to the collateral securing the equipment notes. We will describe any such credit enhancements or other arrangements or agreements in the applicable prospectus supplement.

If the pass through trustee does not use the proceeds of any offering of pass through certificates to purchase equipment notes on the date of issuance of the pass through certificates, it will hold the proceeds for the benefit of the holders of the related pass through certificates under arrangements that we will describe in the applicable prospectus supplement. If the pass through trustee does not subsequently use any portion of the proceeds to purchase equipment notes by the date specified in the applicable prospectus supplement, it will return that portion of the proceeds to the holders of the related pass through certificates. In these circumstances, the prospectus supplement will describe how the proceeds of the pass through certificates will be held or applied, including any depositary or escrow arrangements.

PLAN OF DISTRIBUTION

We may sell the pass through certificates from time to time:

• through underwriters or dealers;

• through agents;

• directly to one or more purchasers; or

• through a combination of any of these methods of sales.

We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation, in the applicable prospectus supplement.

VALIDITY OF PASS THROUGH CERTIFICATES

Unless we tell you otherwise in the applicable prospectus supplement, the validity of the pass through certificates will be passed upon for Delta by Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022 and for any agents, underwriters or dealers by Milbank LLP, 55 Hudson Yards, New York, NY US 10001. Unless we tell you otherwise in the applicable prospectus supplement, Debevoise & Plimpton LLP and

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Milbank LLP will rely on the opinions of Shipman & Goodwin LLP, Hartford, Connecticut, counsel for the trustee, as to certain matters relating to the authorization, execution and delivery of such pass through certificates by such trustee and on the opinion of the Chief Legal Officer, a Deputy General Counsel, an Associate General Counsel or an Assistant General Counsel of Delta as to certain matters relating to the authorization, execution and delivery of the pass through trust agreement by Delta.

EXPERTS

The consolidated financial statements of Delta Air Lines, Inc. appearing in Delta Air Lines, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018, and the effectiveness of Delta Air Lines, Inc.’s internal control over financial reporting as of December 31, 2018 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than selling or underwriting discounts and commissions, payable by the Registrant in connection with the sale of the securities being registered hereby. All amounts are estimates.

	Amount to be Paid
Registration fee	$	*
Printing fees		*	*
Legal fees and expenses (including Blue Sky fees)		*	*
Accounting fees and expenses		*	*
Trustees’ fees and expenses		*	*
Fees of rating agencies		*	*
Miscellaneous		*	*
TOTAL	$	*	*

* The Registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act to defer payment of all of the registration fee.

** These fees are calculated based, in part, on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareowners or disinterested directors or otherwise. The Registrant’s Certificate of Incorporation provides for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareowners for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareowners, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s Certificate of Incorporation provides for such limitation of liability.

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

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ITEM 16. EXHIBITS

Exhibit No.		Document
	1.1	Underwriting Agreement to be entered into between Delta Air Lines, Inc. and the Underwriters named therein*
	4.1	Pass Through Trust Agreement, dated as of November  16, 2000, between Delta Air Lines, Inc. and U.S. Bank National Association (as successor to State Street Bank and Trust Company Connecticut, National Association) (Filed as Exhibit 4.1 to Delta’s Form S-4 as filed on July 11, 2003)
	4.2	Form of Pass Through Trust Certificate*
	5.1	Opinion of Debevoise & Plimpton LLP, special counsel to Delta Air Lines, Inc.
	5.2	Opinion of Shipman & Goodwin LLP, Hartford, Connecticut, special counsel to U.S. Bank Trust National Association
	5.3	Opinion of Alan T. Rosselot – Assistant General Counsel of Delta Air Lines, Inc.
	23.1	Consent of Ernst & Young LLP
	23.2	Consent of Debevoise & Plimpton LLP, special counsel to Delta Air Lines, Inc. (included in Exhibit 5.1)
	23.3	Consent of Shipman & Goodwin LLP, Hartford, Connecticut, special counsel to U.S. Bank Trust National Association (included in Exhibit 5.2)
	23.4	Consent of Alan T. Rosselot – Assistant General Counsel of Delta Air Lines, Inc. (included in Exhibit 5.3)
	24.1	Powers of Attorney (included on the signature page of the Registration Statement)
	25.1	Statement of Eligibility on Form T-1 of U.S. Bank Trust National Association, as Pass Through Trustee under the Pass Through Trust Agreement

* To be filed by amendment or as an exhibit to a report on Form 8-K pursuant to Item 601 of Regulation S-K.

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

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provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the

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Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 6, 2019.

DELTA AIR LINES, INC.
By:	/s/ Paul A. Jacobson
	NAME: Paul A. Jacobson
	TITLE: Executive Vice President & Chief Financial Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Delta Air Lines, Inc., hereby severally constitute and appoint Edward H. Bastian and Paul A. Jacobson our true and lawful attorneys with full power to sign for us and in our names in the capacities indicated below and any amendment to the registration statement on Form S-3 filed herewith, including any post-effective amendments to said registration statement and any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Delta Air Lines, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on March 6, 2019.

SIGNATURE	TITLE
/s/ Edward H. Bastian Edward H. Bastian	Chief Executive Officer and Director (Principal Executive Officer)
/s/ Paul A. Jacobson Paul A. Jacobson	Executive Vice President & Chief Financial Officer (Principal Financial Officer)
/s/ Craig M. Meynard Craig M. Meynard	Vice President and Chief Accounting Officer (Principal Accounting Officer)
/s/ Francis S. Blake Francis S. Blake	Chairman of the Board
/s/ Daniel A. Carp Daniel A. Carp	Director
/s/ Ashton B. Carter Ashton B. Carter	Director

II-5

SIGNATURE	TITLE
/s/ David G. DeWalt David G. DeWalt	Director
/s/ William H. Easter III William H. Easter III	Director
/s/ Michael P. Huerta Michael P. Huerta	Director
/s/ Jeanne P. Jackson Jeanne P. Jackson	Director
/s/ George N. Mattson George N. Mattson	Director
/s/ Douglas R. Ralph Douglas R. Ralph	Director
/s/ Sergio A.L. Rial Sergio A.L. Rial	Director
/s/ Kathy N. Waller Kathy N. Waller	Director

EX-5.1

Exhibit 5.1

March 6, 2019

Delta Air Lines, Inc.

1030 Delta Boulevard

Atlanta, Georgia 30354

Delta Air Lines, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special New York counsel to Delta Air Lines, Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form S-3 (filed March 6, 2019) (the “Registration Statement”) and the base prospectus included therein (the “Prospectus”) relating to the proposed issuance from time to time of one or more classes of pass through certificates of the Company (the “Pass Through Certificates”). The Pass Through Certificates will be issued under the Pass Through Trust Agreement (the “Pass Through Trust Agreement”), dated as of November 16, 2000, between the Company and U.S. Bank Trust National Association (as successor-in-interest to State Street Bank and Trust Company of Connecticut, National Association) (“U.S. Bank Trust”), as pass through trustee for the trust relating to each class of Pass Through Certificates (being referred to herein individually as the “Trustee”), filed as Exhibit 4.1 to the registration statement on Form S-4 filed by the Company on July 11, 2003 (File No. 333-106952), to be supplemented for each class of Pass Through Certificates by a trust supplement to the Pass Through Trust Agreement between the Company and the Trustee (each a “Trust Supplement”).

In arriving at the opinions expressed below, we have (i) examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement, the Prospectus, the Pass Through Trust Agreement, the form of Trust Supplement, the form of Pass Through Trust Certificate included in the Pass Through Trust Agreement and such other agreements, records, documents, certificates, and other instruments we have deemed necessary or appropriate for the purposes of such opinions and (ii) made such investigations of law as we have deemed appropriate as a basis for such opinions.

Delta Air Lines, Inc. March 6, 2019

In all such examinations, we have assumed, without independent investigation or inquiry, the legal capacity of all natural persons executing documents, the genuineness of all signatures on all documents that we have examined, the authenticity of all documents that we have examined, and the conformity to authentic originals and completeness of documents examined by us that are certified, conformed, reproduction, photostatic or other copies. We also have relied upon, and have assumed the accuracy of, the representations and warranties as to factual matters contained in the Pass Through Trust Agreement that we have examined and representations, statements, and certificates of or from public officials and of or from officers and representatives of the Company and others. Further, we have assumed that (i) a supplement or supplements supplementing the Prospectus will have been prepared and filed with the Commission describing the Pass Through Certificates of each class, (ii) the Pass Through Certificates of each class will be issued and sold in compliance with applicable federal and state securities laws and solely in the manner stated in the Prospectus and the applicable supplement or supplements to the Prospectus and (iii) a definitive purchase, underwriting or similar agreement with respect to the Pass Through Certificates of each class will have been duly authorized and validly executed and delivered by the Company and the other parties thereto.

Based on and subject to the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that, with respect to the Pass Through Certificates of each class, when (a) the execution, authentication, issuance, and delivery of the Pass Through Certificates of such class by the related Trustee shall have been duly authorized by all necessary corporate action of the Company and such Trustee; (b) the Trust Supplement establishing the terms of the Pass Through Certificates of such class and forming the related trust shall have been duly authorized, executed, and delivered by the Company and the related Trustee in accordance with the terms and conditions of the Pass Through Trust Agreement; and (c) the Pass Through Certificates of such class shall have been duly executed, authenticated, issued, and delivered by the related Trustee and issued, sold, and paid for as contemplated by each of the Registration Statement, the Prospectus, the supplement or supplements to the Prospectus relating to the Pass Through Certificates of such class, the Pass Through Trust Agreement and the related Trust Supplement, assuming that the terms of the Pass Through Certificates of such class, the Pass Through Trust Agreement and the related Trust Supplement, and the issuance and sale of such Pass Through Certificates, are in compliance with then applicable law, (i) the Pass Through Certificates of such class will constitute the valid and binding obligation of the related Trustee, enforceable against such Trustee in accordance with its terms and (ii) the holders of such Pass Through Certificates will be entitled to the benefits of the Pass Through Trust Agreement and the related Trust Supplement.

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Delta Air Lines, Inc. March 6, 2019

Our opinions set forth above are subject to the effects of: (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws and other similar laws relating to or affecting creditors’ or secured parties’ rights or remedies generally, to the extent any such law may affect the enforceability of the Pass Through Trust Certificate or the Pass Through Trust Agreement, (ii) general equitable principles (whether considered in a proceeding in equity or at law), including without limitation the possible unavailability of specific performance or injunctive relief and the exercise of discretionary powers by any court before which specific performance, injunctive relief, the appointment of a receiver or other equitable remedies may be sought, (iii) concepts of good faith, diligence, reasonableness and fair dealing, and standards of materiality and (iv) limitations on the validity or enforceability of indemnification, contribution or exculpation under applicable law (including court decisions) or public policy.

Without limiting the foregoing, we express no opinion as to the validity, binding effect or enforceability of any provision of the Pass Through Certificates or the Pass Through Trust Agreement, as amended by the Trust Supplements, that purports to (a) waive, release or vary any defense, right or privilege of, or any duties owing to, any party to the extent that such waiver, release or variation may be limited by Section 1-302(b) of the Uniform Commercial Code (as in effect in any applicable jurisdiction) or other provisions of applicable law, (b) constitute a waiver of inconvenient forum or improper venue, (c) relate to the subject matter jurisdiction of a court to adjudicate any controversy or (d) provide for the severability of, or that the parties to the Pass Through Trust Agreement, as amended by the Trust Supplements, shall engage in negotiations to replace, any illegal, prohibited or unenforceable provision. In addition, the enforceability of any provision in the Pass Through Certificates or the Pass Through Trust Agreement, as amended by the Trust Supplements, to the effect that (x) the terms thereof may not be waived or modified except in writing or (y) certain determinations made by one party shall have conclusive effect, may be limited under certain circumstances. We express no opinion as to any provisions of the Pass Through Certificates or the Pass Through Trust Agreement, as amended by the Trust Supplements, relating to the submission to the jurisdiction of any court other than the courts of the State of New York sitting in the City of New York and the United States District Court for the Southern District of New York, and we express no opinion as to whether a United States Federal court would accept jurisdiction in any dispute, action, suit or proceeding arising out of or relating to the Pass Through Certificates or the Pass Through Trust Agreement, as amended by the Trust Supplements, or any of the transactions contemplated thereby.

We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the Federal laws of the United States of America, as currently in effect, in each case that in our experience are generally applicable to transactions of the type contemplated by the Pass Through Trust Agreement, as amended by the Trust

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Delta Air Lines, Inc. March 6, 2019

Supplements, without regard to the particular nature of the businesses conducted by, or the legal or regulatory status of, the parties to the Pass Through Trust Agreement, as amended by the Trust Supplements. In addition, without limiting the generality of the foregoing, we express no opinion with respect to, or with respect to the applicability to the opinions expressed herein of, of any aviation laws (including without limitation Title 49 of the U.S. Code, the Cape Town Convention on International Interests in Mobile Equipment and the related Aircraft Equipment Protocol, or any other laws, rules, or regulations governing, regulating or relating to the acquisition, ownership, registration, leasing, financing, mortgaging, use or operation of any aircraft, aircraft engines or any part thereof), or any other laws, rules or regulations applicable to the particular nature of the equipment subject to the Pass Through Trust Agreement, as amended by the Trust Supplements, or the business conducted by the Company or the related Trustee. In addition, we express no opinion as to the effect of, or compliance with, any (A) United States Federal or state laws, rules or regulations relating to (i) fraudulent transfers, fraudulent conveyances or preferential transfers, (ii) taxes, (iii) banking, insurance, financial services, financial institutions, bribery, corruption, money-laundering, anti-terrorism, communications, customs, imports or exports, international trade, sanctions or embargoes (whether foreign trade, economic, financial or otherwise), or public utilities, (iv) commodities trading, futures or swaps, (v) pensions or employee benefits (including the Employee Retirement Income Security Act of 1974, as amended), or (vi) environmental matters, public health, safety intellectual property or antitrust or (B) United States Federal or state securities or “blue sky” laws, rules or regulations, including without limitation, in each case, as to the effect of any thereof on the validity, binding effect or enforceability of any of the Pass Through Certificates or the Pass Through Trust Agreement, as amended by the Trust Supplements. Our opinions expressed above are limited to the laws of the State of New York governing the enforceability of contracts as such.

In rendering the opinions set forth above, we have assumed that each of the Company and the related Trustee is and will be duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation and has or will have the full power and authority to carry on its business and to execute and deliver and, as applicable, issue and authenticate, the Pass Through Trust Agreement, each Trust Supplement, and the Pass Through Certificates of such class (in the case of the related Trustee), and to perform its obligations thereunder. We have further assumed that the execution and delivery by each of the Company and the related Trustee of the Pass Through Trust Agreement, each Trust Supplement, and the Pass Through Certificates of such class (in the case of the related Trustee) and the performance of their respective obligations thereunder, (i) do not and will not contravene, violate, conflict with, breach, or constitute (with or without notice or lapse of time) a default under, or result in the creation of a lien upon any of its properties under, the terms of (x) its charter or by-laws or other constituent documents, (y) any agreement, instrument, obligation, or contract to which it

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Delta Air Lines, Inc. March 6, 2019

is a party or by which it or its properties may be bound, or (z) any applicable law, rule, or regulation or any applicable requirement or restriction imposed by any court, tribunal, or governmental body and (ii) do not and will not require any consent, approval, authorization, registration, or filing under any applicable law, rule, or regulation (other than those that have been obtained). We have relied, with your permission, on certain matters set forth in the opinion of Shipman & Goodwin LLP, counsel to U.S. Bank Trust, and the opinion of Alan T. Rosselot, Assistant General Counsel of Delta Air Lines, Inc., in each case, dated today and delivered to you.

This opinion letter is limited to, and no opinion is implied or may be inferred beyond, the matters expressly stated herein. The opinions expressed herein are rendered only as of the date hereof, and we assume no responsibility to advise you of facts, circumstances, changes in law, or other events or developments that hereafter may occur or be brought to our attention and that may alter, affect or modify the opinions expressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our name under the caption “Validity of Pass Through Certificates” in the Prospectus included in such Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Debevoise & Plimpton LLP

5

EX-5.2

Exhibit 5.2

March 6, 2019

TO THE PARTIES SET FORTH

IN SCHEDULE A HERETO

RE: Delta Air Lines Pass Through Certificates Form S-3 Registration Opinion

Ladies and Gentlemen:

We are acting as counsel to U.S. Bank Trust National Association (i) in its individual capacity (“U.S. Bank Trust”), (ii) as Pass Through Trustee (the “Basic Agreement Pass Through Trustee”) under the Pass Through Trust Agreement, dated as of November 16, 2000, between Delta Air Lines, Inc. (the “Company”) and U.S. Bank Trust (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association) (the “Basic Agreement”), and (iii) in its capacity as Pass Through Trustee (together with the Basic Agreement Pass Through Trustee, the “Pass Through Trustee”) under any trust supplement to the Basic Agreement to be entered into between the Company and U.S. Bank Trust (“Trust Supplement”) pursuant to which one or more series of pass through certificates of the Company (the “Pass Through Certificates”) may be issued from time to time, pursuant to the Registration Statement on Form S-3 of the Company filed on the date hereof with the Securities and Exchange Commission (the “Registration Statement”). This opinion is delivered to you at the request of U.S. Bank Trust. Except as otherwise defined herein, capitalized terms used herein shall have the meanings set forth in, or by reference in, the Basic Agreement.

Our representation of U.S. Bank Trust and the Pass Through Trustee has been as special counsel for the limited purposes stated above. As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of mind), we have relied, with your permission, entirely upon (i) the representations and warranties of the parties set forth in the Operative Documents (as defined below) and (ii) certificates of public officials and of officers and representatives of U.S. Bank Trust and have assumed, without independent inquiry, the accuracy of those representations, warranties and certificates.

We have examined the Basic Agreement, the form of Trust Supplement (collectively, the “Operative Documents”), the form of Pass Through Certificate included in the Basic Agreement, and have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records of U.S. Bank Trust, certificates of public officials

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and of officers and other representatives of U.S. Bank Trust, that certain Officer’s Certificate of U.S. Bank Trust, dated as of the date hereof, and such other documents and instruments, and have made such other examination, as we have deemed necessary or appropriate to enable us to render the opinions set forth herein. As to certain questions of fact material to our opinions, we have relied upon the representations and warranties in the Operative Documents and upon said certificates, copies of which are being delivered to you herewith, and we have made no independent investigation of such matters. All opinions expressed herein which refer to our “knowledge” are based upon the current, actual knowledge of the lawyers in the firm who have devoted substantive attention to the transactions described in the Operative Documents without any independent investigation.

Subject to the limitation set forth below, we have made such examination of law as we have deemed necessary for the purposes of this opinion. The following opinions on behalf of U.S. Bank Trust, in its individual capacity and as Pass Through Trustee are limited to the laws of the Commonwealth of Massachusetts and the federal laws of the United States of America governing the banking and trust powers of U.S. Bank Trust, without regard to conflicts of laws principles that would require the application of the laws of another jurisdiction. We express no opinion with respect to federal securities laws, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended or state securities or blue sky laws. In addition, no opinion is expressed as to matters governed by any law, statute, rule or regulation of the United States relating to the acquisition, ownership, registration, re-registration, leasing, financing, mortgaging, use, operation, maintenance, repair, replacement or sale of or the nature of the Aircraft, or the Convention on International Interests in Mobile Equipment (sometimes referred to as the Cape Town Convention).

To the extent to which this opinion deals with matters governed by or relating to the laws of the State of New York or other jurisdiction other than the Commonwealth of Massachusetts, we have assumed with your permission that the Operative Documents are governed by the internal substantive laws of the Commonwealth of Massachusetts, without regard to conflicts of laws principles that would require the application of the laws of another jurisdiction. We have assumed for the purposes of this opinion letter that the parties’ choice of law will be respected, and accordingly we express no opinion as to the choice of law rules or other laws that any tribunal may apply to the transactions referred to in this opinion letter.

Our opinion is further subject to the following exceptions, qualifications and assumptions:

(a)    We have assumed without any independent investigation that (i) each party to the Operative Documents, other than U.S. Bank Trust, in its individual capacity or as Pass Through Trustee, as applicable, at all times relevant thereto, is validly existing and in good standing under the laws of the jurisdiction in which it is organized, and is qualified to do business and in good standing under the laws of each jurisdiction where such qualification is required generally or necessary in order for such party to enforce its rights

Page 3

under the Operative Documents, (ii) each party to the Operative Documents (other than U.S. Bank Trust and the Pass Through Trustee), at all times relevant thereto, had and has the full power, authority and legal right under its certificate of incorporation, partnership agreement, by-laws, and other governing organizational documents, and the applicable corporate, partnership, or other enterprise legislation and other applicable laws, as the case may be, to execute, deliver and to perform its obligations under the Operative Documents, and (iii) the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, the genuineness of all signatures, and the legal capacity of natural persons. We were not present at the signing of the Operative Documents and have relied with your approval upon a review of a photocopy, .pdf copy or facsimile of the signature pages. We have assumed that any certificates of government officials dated prior to the date hereof are still effective and accurate as of the date of this opinion letter.

(b)    We have assumed without any independent investigation that each of the Operative Documents is (or with respect to any Trust Supplement, will be) a valid, binding and enforceable obligation of each party thereto other than U.S. Bank Trust and the Pass Through Trustee, as applicable.

(c)    We express no opinion as to the availability of any specific or equitable relief of any kind.

(d)    The enforcement of any of your rights may in all cases be subject to an implied duty of good faith and fair dealing and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and, as to any of your rights to collateral security, will be subject to a duty to, act in a commercially reasonable manner.

(e)    We express no opinion as to the enforceability of any particular provision of any of the Operative Documents relating to (i) waivers of rights to object to jurisdiction or venue, or consents to jurisdiction or venue, (ii) waivers of rights to (or methods of) service of process, or rights to trial by jury, or other rights or benefits bestowed by operation of law, (iii) waivers of any applicable defenses, setoffs, recoupments, or counterclaims, (iv) the grant of powers of attorney to any person or entity, (v) exculpation or exoneration clauses, indemnity clauses, and clauses relating to releases or waivers of unmatured claims or rights, (vi) the imposition or collection of interest on overdue interest or providing for a penalty rate of interest or late charges on overdue or defaulted obligations, or the payment of any premium, liquidated damages, or other amount which may be held by any court to be a “penalty” or a “forfeiture,” or (vii) so-called “usury savings clauses” purporting to specify methods of (or otherwise assure) compliance with usury laws or other similar laws of any jurisdiction.

(f)    In addition to any other limitation by operation of law upon the scope, meaning or purpose of this opinion, this opinion speaks only as of the date hereof. We express no

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opinion herein regarding the effect that any future event or change in circumstances would have on the opinions expressed herein, and we disclaim any obligation to advise you of any change in circumstances or any change in applicable law, or the interpretation thereof, after the date hereof. Any such change in circumstances or in any applicable law, or the interpretation thereof, or in any information or assumptions upon which we have relied, or any inaccuracy of such information or assumptions, could affect the opinions expressed herein.

All opinions contained herein with respect to the enforceability of documents and instruments are qualified to the extent that:

(a)    the availability of equitable remedies, including, without limitation, specific enforcement and injunctive relief, is subject to the discretion of the court before which any proceedings therefor may be brought; and

(b)    the enforceability of certain terms provided in the Operative Documents may be limited by

(i)    applicable bankruptcy, reorganization, fraudulent conveyance, arrangement, insolvency, moratorium or similar law affecting the enforcement of creditors’ rights generally as at the time in effect, and

(ii)    general principles of equity and the discretion of a court in granting equitable remedies (whether enforceability is considered in a proceeding at law or in equity).

Based on and subject to the foregoing and subject to the further qualifications and assumptions set forth below, we are of the opinion that:

1. U.S. Bank Trust is the duly authorized successor pass through trustee under the Basic Agreement, and the Basic Agreement constitutes the valid and legally binding obligation of U.S. Bank Trust, in its individual capacity or as Basic Agreement Pass Through Trustee, as the case may be, enforceable against U.S. Bank Trust, in its individual capacity or as Basic Agreement Pass Through Trustee, as the case may be, in accordance with its terms.

2. When (a) the issuance, execution, delivery and authentication of any series of Pass Through Certificates shall have been duly authorized by all necessary corporate action of the Company and the Pass Through Trustee; (b) the Trust Supplement establishing the terms of such Pass Through Certificates shall have been duly authorized, executed, and delivered by the Company and the Pass Through Trustee in accordance with all of the terms and conditions of the Registration Statement, the prospectus included therein, the applicable prospectus supplement and the Operative Documents; and (c) such Pass Through Certificates shall have been authorized by all necessary corporate and trust action by the Pass Through Trustee, and duly executed,

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authenticated, issued, and delivered by the Pass Through Trustee in accordance with the Operative Documents, (1) such Pass Through Certificates will constitute a valid and legally binding obligation of the Pass Through Trustee, enforceable against the Pass Through Trustee in accordance with their terms, (2) the holders of such Pass Through Certificates will be entitled to the benefits of the Operative Documents and (3) the applicable Trust Supplement will constitute the valid and legally binding obligation of U.S. Bank Trust, in its individual capacity or as Pass Through Trustee, as the case may be, enforceable against U.S. Bank Trust, in its individual capacity or as Pass Through Trustee, as the case may be, in accordance with its terms.

In rendering the opinions set forth above, we have assumed that the Company is and will continue to be at the time of execution and delivery of Pass Through Certificates pursuant to a Trust Supplement (a “Pass Through Certificate Closing”) duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation and has and will have the full power and authority to carry on its business and to perform its obligations under the Basic Agreement and execute, deliver and perform any Trust Supplement. We have also assumed that U.S. Bank Trust will at the time of each Pass Through Certificate Closing continue to be validly existing and in good standing under the laws of the United States and have the full power and authority to carry on its business and to (i) perform its obligations under the Basic Agreement, (ii) execute, deliver and perform any Trust Supplement, and (iii) in its capacity as Pass Through Trustee, issue, execute, deliver and authenticate the Pass Through Certificates to be issued pursuant to any such Trust Supplement. We have further assumed that the performance by the Company of the Basic Agreement does not and will not, and the authorization, execution, delivery and performance by each of the Company and the Pass Through Trustee of any Trust Supplement, and the performance by the Pass Through Trustee of the Basic Agreement will not, and the issuance of the Pass Through Certificates pursuant to any Trust Supplement will not (i) violate, contravene, conflict with, breach, or constitute (with or without notice or lapse of time) a default under, or result in the creation or imposition of any lien, charge, encumbrance upon any of its properties under, the terms of (x) its charter or by-laws or other constituent documents, (y) any indenture, mortgage or other agreement, instrument, obligation, or contract to which it is a party or by which it or its properties may be bound, or (z) any applicable law, rule, or regulation (including, without limitation, any state or federal law, rule or regulation governing U.S. Bank Trust’s banking or trust powers) or any applicable requirement or restriction, judgment, license, registration, permit, order or decree imposed or issued by any court, tribunal, regulatory body, administrative agency, or governmental body and (ii) require any consent, approval, authorization, license, registration, filing or the taking of any other action under any applicable law, rule, or regulation (other than those that have been or will be duly obtained, given or taken). Finally, we have assumed that at the time of any Pass Through Certificate Closing there will be no proceedings pending or overtly threatened in writing against or affecting U.S. Bank Trust in any court or before any governmental authority, agency, arbitration board or tribunal which, if adversely determined, individually or in the aggregate, could reasonably be expected to affect materially and adversely any pass through trust created pursuant to the Operative Documents or affect the right, power and authority of U.S. Bank Trust, in its individual capacity or as Pass Through Trustee, as the case may be, to enter into or perform its obligations under the applicable

Page 6

Trust Supplement, to perform its obligations under the Basic Agreement or to issue the Pass Through Certificates.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Validity of the Pass Through Certificates” in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

The law firm Debevoise & Plimpton LLP is entitled to rely upon this opinion letter in rendering its opinion as described in the Registration Statement under the heading “Validity of the Pass Through Certificates” as if addressed and delivered to it subject to all assumptions, qualifications and limitations set forth herein.

This opinion is rendered solely for the benefit of those institutions listed on Schedule A hereto and their successors and assigns in connection with the transactions contemplated by the Operative Documents and may not be used or relied upon by any other person or for any other purpose.

Very truly yours,

/s/ SHIPMAN & GOODWIN LLP

SCHEDULE A

U.S. Bank Trust National Association

Delta Air Lines, Inc.

EX-5.3

Exhibit 5.3

Delta Air Lines, Inc. Department 981 Post Office Box 20574 Atlanta, GA 30320-2574

March 6, 2019

Delta Air Lines, Inc.

1030 Delta Boulevard

Atlanta, Georgia 30354

Re: Delta Air Lines, Inc. Pass Through Certificates

Ladies and Gentlemen:

I am Assistant General Counsel of Delta Air Lines, Inc., a Delaware corporation (the “Company”), and have acted as such in connection with the Registration Statement on Form S-3 filed March 6, 2019 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), including the base prospectus contained therein (the “Prospectus”), relating to the proposed issuance from time to time of one or more classes of pass through certificates of the Company (the “Pass Through Certificates”). The Pass Through Certificates will be issued under the Pass Through Trust Agreement, dated as of November 16, 2000 (the “Pass Through Trust Agreement”), between the Company and U.S. Bank Trust National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as Pass Through Trustee for the trust relating to each class of Pass Through Certificates (being referred to herein individually as the “Trustee”), to be supplemented for each class of Pass Through Certificates by a Trust Supplement, to the Pass Through Trust Agreement between the Company and the Trustee (each a “Trust Supplement”).

In so acting, I or other counsel under the general supervision of the Chief Legal Officer of the Company have examined the Registration Statement and the Pass Through Trust Agreement and have also examined and relied upon the representations and warranties contained therein or made pursuant thereto, and on certificates of officers of the Company and of public officials as to factual matters, and upon the originals, or copies certified or otherwise identified to my satisfaction, of such records, documents and other instruments as in my judgment are necessary or advisable to enable me to render the opinion expressed below. In all such examinations, I have assumed the genuineness of all signatures (other than those on behalf of the Company), the legal capacity of natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies, and as to certificates and telegraphic and telephonic confirmations given by public officials, I have assumed the same to have been properly given and to be accurate.

Based on the foregoing and subject to the assumptions and qualifications set forth below, I am of the following opinion:

1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.

2. The Company has the corporate power and authority under Delaware law to execute, deliver and perform its obligations under the Pass Through Trust Agreement and the Trust Supplements.

3. The Pass Through Trust Agreement and the Trust Supplements have been duly authorized and the Pass Through Trust Agreement has been validly executed and delivered by the Company.

The opinions expressed herein are limited in all respects to the General Corporation Law of the State of Delaware, the applicable provisions of the Delaware Constitution, and the reported judicial decisions interpreting these laws, and the federal laws of the United States, except that I express no opinion with respect to the antitrust, bankruptcy, environmental, securities or tax laws of any jurisdiction, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such law may have on the opinions expressed herein.

This opinion letter is limited to the matters stated, and no opinion is implied or may be inferred beyond those opinions expressly stated herein. The opinions expressed herein are rendered only as of the date hereof, and I assume no responsibility to advise you of changes in law, facts, circumstances, events or developments which hereafter may be brought to my attention and which may alter, affect or modify such opinions. In connection with the issuance of the Pass Through Certificates, Debevoise & Plimpton LLP may receive a copy of this letter and rely on the opinions set forth herein.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement filed on the date hereof and incorporated by reference therein, and the reference to my name under the caption “Validity of Pass Through Certificates” in the Prospectus. In giving such consent, I do not thereby concede that I am within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ Alan T. Rosselot

Assistant General Counsel

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Delta Air Lines, Inc. for the registration of Pass Through Certificates and to the incorporation by reference therein of our reports dated February 15, 2019, with respect to the consolidated financial statements of Delta Air Lines, Inc., and the effectiveness of internal control over financial reporting of Delta Air Lines, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Atlanta, Georgia

March 6, 2019

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK TRUST NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

41-1973763

I.R.S. Employer Identification No.

300 Delaware Avenue, 8th Floor Wilmington, DE	19809
(Address of principal executive offices)	(Zip Code)

Alison D.B. Nadeau

U.S. Bank Trust National Association

One Federal Street

Boston, MA 02110

(617) 603-6553

(Name, address and telephone number of agent for service)

Delta Air Lines, Inc.

(Exact name of obligor as specified in its charter)

Delaware	58-0218548
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Hartfield-Jackson Atlanta International Airport Atlanta, Georgia	30320-6001
(Address of Principal Executive Offices)	(Zip Code)

Pass Through Certificates

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of December 31, 2018 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 1 of Exhibit 25.4 to registration statement on Form S-3ASR, Registration Number 333-202902 filed on March 20, 2015.

** Incorporated by reference to Exhibit 4 of Exhibit 25.4 to registration statement on Form S-3ASR, Registration Number 333-202902 filed on March 20, 2015.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 28^th of February, 2019.

By:	/s/ Alison D.B. Nadeau
	Alison D.B. Nadeau
	Vice President

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Exhibit 2

Office of the Comptroller of the Currency, Washington, DC 20219 CERTIFICATE OF CORPORATE EXISTENCE I, Joseph Otting, Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations. 2. “U.S. Bank Trust National Association,” Wilmington, Delaware (Charter No. 24090), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business ofbanking on the date ofthis certificate. IN TESTIMONY WHEREOF, today, January 23, 2018, 1 have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department ofthe Treasury, in the City of Washington, District of Columbia

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Exhibit 3

Office of the Comptroller of the Currency Washington, DC 20219 CERTIFICATION OF FIDUCIARY POWERS I, Joseph Otting, Comptroller of the Currency, do hereby certify that: 1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, und supervision of all national banking associations. 2. “U.S. Bank Trust National Association,” Wilmington, Delaware (Charter No. 24090), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate. IN TESTIMONY WHEREOF, today, January 23, 2018, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. Comptroller of the Currency

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Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: February 28, 2019

By:	/s/ Alison D.B. Nadeau
	Alison D.B. Nadeau
	Vice President

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Exhibit 7

U.S. Bank Trust National Association

Statement of Financial Condition

As of 12/31/2018

($000’s)

	12/31/2018
Assets
Cash and Balances Due From Depository Institutions	$	600,622
Securities		0
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		0
Intangible Assets		16,204
Other Assets		17,877
Total Assets	$	634,703
Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		13,270
Total Liabilities	$	13,270
Equity
Common and Preferred Stock		1,000
Surplus		466,570
Undivided Profits		153,863
Minority Interest in Subsidiaries		0
Total Equity Capital	$	621,433
Total Liabilities and Equity Capital	$	634,703

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