Exhibit 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]
June 25, 2015
AerCap Ireland Capital Limited
AerCap Global Aviation Trust
$500,000,000 4.250% Senior Notes due 2020
$500,000,000 4.625% Senior Notes due 2022
Ladies and Gentlemen:
We have acted as special New York counsel to AerCap Ireland Capital Limited, a private limited liability company incorporated under the laws of Ireland (the “Irish Issuer”), AerCap Global Aviation Trust, a Delaware statutory trust (the “U.S. Issuer” and, together with the Irish Issuer, the “Issuers”), and each of the affiliates of the Issuers listed on Annex A to this opinion (the “Guarantors”), in connection with (i) the preparation and filing by the Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form F-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), and (ii) the Prospectus Supplement, dated June 22, 2015 (the “Prospectus Supplement”), of the Issuers, filed with the Commission and relating to the issuance and sale by the Issuers of $500,000,000 aggregate principal amount of the Issuers’ 4.250% Senior Notes due 2020 (the “2020 Notes”) and $500,000,000 aggregate principal amount of the Issuers’ 4.625% Senior Notes due 2022 (the “2022 Notes” and, together with the 2020 Notes, the “Notes”), to be issued under the Indenture dated as of May 14, 2014 (the “Original Indenture”), among the Issuers, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture, dated as of September 29, 2015 (the “Fifth Supplemental Indenture”), among the Issuers and the Trustee, the Sixth Supplemental Indenture relating to the 2020 Notes, dated as of June 25, 2015 (the “Sixth Supplemental Indenture”), among the Issuers, the Guarantors and the Trustee, and the Seventh Supplemental Indenture relating to the 2022 Notes, dated as of June 25, 2015 (the “Seventh Supplemental Indenture”; and the Original Indenture, as supplemented and amended by the Fifth Supplemental Indenture,
the Sixth Supplemental Indenture and the Seventh Supplemental Indenture, the “Indenture”), among the Issuers, the Guarantors and the Trustee, in accordance with the Underwriting Agreement, dated as of June 22, 2015 (the “Underwriting Agreement”), among the Issuers, the Guarantors and Deutsche Bank Securities Inc., as representative of the several Underwriters listed on Schedule I thereto (the “Underwriters”).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Indenture and the form of Notes included therein.
In expressing the opinions set forth herein, we have assumed, with your consent and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies. We have also assumed, with your consent, that the Indenture (including the Guarantees therein) has been duly authorized, executed and delivered by the Issuers, the Guarantors and the Trustee and that the forms of the Notes will conform to those included in the Indenture.
Based on the foregoing and subject to the qualifications set forth herein, we are of opinion as follows:
1. When the Notes have been duly authorized by the Issuers and executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and the Underwriting Agreement upon payment of the consideration therefor provided for therein, such Notes will be validly issued and constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).
2. When the Notes have been duly authorized by the Issuers and executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and the Underwriting Agreement upon payment of the consideration therefor provided for therein, each Guarantee will constitute the valid and binding obligation of the applicable Guarantor, enforceable against such Guarantor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).
We are admitted to practice only in the State of New York and express no opinion as to matters governed by any laws other than the laws of the State of New York.
In particular, we do not purport to pass on any matter governed by the laws of Delaware, California, Ireland or the Netherlands. Insofar as the opinions expressed herein relate to or depend upon matters governed by the laws of other jurisdictions as they relate to the Issuers or the Guarantors, we have relied upon and assumed the correctness of, without independent investigation, the opinions of NautaDutilh N.V., Dutch counsel to the Issuers and the Guarantors, McCann FitzGerald, Irish counsel to the Issuers and the Guarantors, Morris, Nichols, Arsht & Tunnell LLP, Delaware counsel to the Issuers and the Guarantors, and Buchalter Nemer, a Professional Corporation, California counsel to the Issuers and the Guarantors, each of which is being delivered to you and filed with the Commission as an exhibit to the Registration Statement.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to AerCap Holdings N.V.’s Current Report on Form 6-K filed on June 25, 2015, and to the incorporation by reference of this opinion into the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
| Very truly yours, |
|
|
| /s/ Cravath, Swaine & Moore LLP |
AerCap Ireland Capital Limited
4450 Atlantic Avenue
Westpark Business Campus
Shannon, Co. Clare, Ireland
AerCap Global Aviation Trust
4450 Atlantic Avenue
Westpark Business Camps
Shannon, Co. Clare, Ireland
O
ANNEX A
Guarantors
AerCap Holdings N.V.
AerCap Aviation Solutions B.V.
AerCap Ireland Limited
AerCap U.S. Global Aviation LLC
International Lease Finance Corporation