As previously reported, (i) on September 28,
2020, United Airlines Holdings, Inc. (“UAL” and, together with United Airlines, Inc., the “Company”) entered
into a warrant agreement with the United States Department of the Treasury (“Treasury”) in connection with the Loan
Program established under Section 4003(b) of the Coronavirus Aid, Relief, and Economic Security Act (the “Loan Warrant
Agreement”), (ii) on January 15, 2021, UAL entered into a warrant agreement with Treasury in connection with the Coronavirus
Aid, Relief, and Economic Security Act, as extended by the Consolidated Appropriations Act, 2021 (the “PSP2 Warrant
Agreement”) and (iii) on April 29, 2021, UAL entered into a warrant agreement with Treasury in connection with the Payroll
Support Program established under Section 7301 of the American Rescue Plan Act of 2021 (the “PSP3 Warrant Agreement” and
together with the PSP2 Warrant Agreement and Loan Warrant Agreement, the “Warrant Agreements”). Pursuant to (i) the Loan
Warrant Agreement, UAL has issued to Treasury warrants to purchase up to 1,650,794 shares of common stock (the “Loan
Warrants”), (ii) the PSP2 Warrant Agreement, UAL has issued to Treasury warrants to purchase up to 271,470 shares of common stock (the “PSP2 Warrants”)
and (iii) the PSP3 Warrant Agreement, UAL has issued to Treasury warrants to purchase up to 1,501,790 shares of common
stock (the “PSP3 Warrants” and together with the Loan Warrants and the PSP2 Warrants, the “Warrants”). Each Warrant Agreement
entitles Treasury to customary registration rights.
On November 17, 2020, the Company filed a shelf
registration statement on Form S-3 (File No. 333-250153) (the “Registration Statement”). The Registration Statement provides
for the sale of securities, including shares of common stock and warrants of UAL, from time to time by the Company and selling security
holders who may be named in a prospectus supplement. On the date hereof, UAL filed a prospectus supplement providing for the resale of
the Warrants by one or more selling security holders from time to time, as well as the resale of up to 3,424,054 shares of common stock
issuable upon exercise of such Warrants (collectively, the “Securities”).
Sidley Austin LLP, counsel to
UAL, has issued a legal opinion relating to the Securities. A copy of such legal opinion, including the consent included therein, is attached
as Exhibit 5.1 hereto.
The foregoing descriptions of the Warrant Agreements
do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Loan Warrant Agreement,
filed herewith as Exhibit 4.1, the Form of Loan Warrant, filed herewith as Exhibit 4.2, the PSP2 Warrant Agreement, filed herewith as
Exhibit 4.3, the Form of PSP2 Warrant, filed herewith as Exhibit 4.4, the PSP3 Warrant Agreement, filed herewith as Exhibit 4.5 and the Form of PSP3 Warrant, filed herewith as Exhibit 4.6, each of which is incorporated herein by reference.