Exhibit 5.2

Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004
212-837-6000

April 10, 2006

Continental Airlines, Inc.
1600 Smith Street
Houston, Texas 77002

Re:	Continental Airlines, Inc.
	Registration Statement on Form S-3

     Ladies and Gentlemen:

          We have acted as your counsel in connection with the form of prospectus relating to pass through certificates (the “Pass Through Certificates”) expected to be issued by one or more trusts (each, a “Trust”) to be formed by Continental Airlines, Inc. (the “Company”) included in the Registration Statement on Form S-3 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”). The Pass Through Certificates are expected to be issued and sold from time to time pursuant to Rule 415 under the Act.

          The Pass Through Certificates will be issued in one or more series under the Pass Through Trust Agreement dated as of September 25, 1997, between the Company and Wilmington Trust Company (“WTC”), the trustee thereunder (the “Basic Pass Through Trust Agreement”), the form of which has been filed as an exhibit to the Registration Statement, as supplemented by a separate trust supplement (each, a “Trust Supplement”) relating to each such series.

          We have examined the Certificate of Incorporation and By-Laws of the Company and the Basic Pass Through Trust Agreement, and we have assumed that the Basic Pass Through Trust Agreement was duly authorized, executed and delivered by, and is the valid and binding obligation of, WTC, as trustee. In addition, we have examined, and have relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

          Based upon and subject to the foregoing, we are of the opinion that, with respect to each series of Pass Through Certificates, when (i) the applicable provisions of the Act and

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such “blue sky” or state securities laws as may be applicable shall have been complied with, (ii) the Trust Supplement relating to such series has been duly authorized and validly executed and delivered by the Company and WTC, as trustee under the Basic Pass Through Trust Agreement, (iii) the Board of Directors of the Company has taken all necessary corporate action to approve the terms of the offering of such series of Pass Through Certificates and related matters and (iv) the Pass Through Certificates of such series have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Basic Pass Through Trust Agreement, as supplemented by the related Trust Supplement, and the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors of the Company and upon payment of the consideration therefor provided for therein, such series of Pass Through Certificates will be legally issued and binding obligations of WTC, as trustee of the applicable Trust.

          We are members of the Bar of the State of New York, and we do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States and the Delaware General Corporation Law. We have assumed that each Trust Supplement will be governed by the laws of the State of New York.

          We hereby consent to the filing of this opinion as an exhibit to said Registration Statement and we further consent to the use of our name under the caption “Legal Opinions” in the form of prospectus relating to Pass Through Certificates included in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,
 

/s/ Hughes Hubbard & Reed LLP