Exhibit 5.1
![LOGO](https://capedge.com/proxy/8-K/0001193125-21-250375/g198372g0817205606225.jpg)
| | |
O’Melveny & Myers LLP 400 South Hope Street 18th Floor Los Angeles, CA 90071-2899 | | T: +1 213 430 6000 F: +1 213 430 6407 omm.com |
August 18, 2021
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067
Re: | $600,000,000 Aggregate Principal Amount of 0.800% Medium-Term Notes, Series A, due August 18, 2024 and $500,000,000 Aggregate Principal Amount of 2.100% Medium-Term Notes, Series A, due September 1, 2028 of Air Lease Corporation |
Ladies and Gentlemen:
We have acted as special counsel to Air Lease Corporation, a Delaware corporation (the “Company”), in connection with the issuance and sale of U.S. $600,000,000 aggregate principal amount of the Company’s 0.800% Medium-Term Notes, Series A, due August 18, 2024 (the “2024 Notes”) and U.S. $500,000,000 aggregate principal amount of the Company’s 2.100% Medium-Term Notes, Series A, due September 1, 2028 (the “2028 Notes” and, together with the 2024 Notes, the “Notes”), pursuant to a Terms Agreement, dated as of August 11, 2021 (the “Terms Agreement”), by and among the Company and the several underwriters identified as such in the Terms Agreement, each acting severally and not jointly, as purchasers. The Company has previously entered into the Distribution Agreement, dated May 7, 2021, with the agents named on the signature pages thereof in connection with the offering of up to U.S. $15,000,000,000 (or the equivalent, based on the applicable exchange rate at the time of issuance, in such foreign currencies as the Company shall designate at the time of issuance) in an aggregate principal amount of the Company’s Medium-Term Notes, Series A. The 2024 Notes and the 2028 Notes each constitute a tranche of a series of the debt securities registered on the Registration Statement on Form S-3 (File No. 333-255862), filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 7, 2021 (the “Registration Statement”). The Notes are being issued pursuant to that certain Indenture, dated as of November 20, 2018 (the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. In our examination, we have assumed that the certificates for the Notes will conform to the form thereof examined by us, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. To the extent the Company’s obligations depend on the enforceability of any agreement against the other parties to such agreement, we have assumed that such agreement is enforceable against such other parties. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company. In addition, we have obtained and relied upon those certificates of public officials we considered appropriate.
Century City • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC
Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo