Exhibit 5.1
Opinion of Conyers Dill & Pearman
10 March 2009
Babcock & Brown Air Limited
West Pier
Dun Laoghaire
County Dublin, Ireland
Dear Sirs
Babcock & Brown Air Limited(the “Company”)
We have acted as special legal counsel in Bermuda to the Company in connection with a registration statement onform F-3 filed with the Securities and Exchange Commission (the “Commission”) on 10 March, 2009 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 4,176,548 common shares, par value US$0.001 per share (the “Common Shares”) being offered for resale in the form of American Depositary Shares (the “ADSs”) of the Company by certain selling shareholders of the Company identified in the Registration Statement (the “Selling Shareholders”).
For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 10 March, 2009, copies of unanimous written resolutions of the members of the Company dated 24 June, 2007, minutes of a meeting of the board of directors of the Company held on25-26 June, 2007 and on 11 November, 2008 (together, the “Minutes”) and such other documents and made such enquires as to questions of law as we have deemed necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executedand/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and in the other documents reviewed by us, (d) that the resolutions contained in the Minutes were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (f) that the Common Shares are registered in the Company’s Register of Members in the name of Bank of Ireland Nominees Limited, as custodian for the ADSs, (g) that ADSs are listed on the New York Stock Exchange.
We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and is not to be relied upon in respect of any other matter.
On the basis of, and subject to the foregoing, we are of the opinion that:
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| | 1. | The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government |
