<Page>
Exhibit 8
August , 2001
Lease Investment Flight Trust
c/o Wilmington Trust Company
1100 North Market Street
Rodney Square North
Wilmington, DE 19890
Re: Offer to Exchange up to $1,369,000,000 aggregate
principal amount of Class A-1 Floating Rate Asset
Backed Notes, Series 2001-1, Class A-2 Floating Rate
Asset Backed Notes, Series 2001-1, Class A-3 Floating
Rate Asset Backed Notes, Series 2001-1, Class B-1
Floating Rate Asset Backed Notes, Series 2001-1,
Class B-2 Fixed Rate Asset Backed Notes, Series
2001-1, Class C-1 Floating Rate Asset Backed Notes,
Series 2001-1 and Class C-2 Fixed Rate Asset Backed
Notes, Series 2001-1 for an equal aggregate principal
amount of Class A-1 Floating Rate Asset Backed Notes,
Series 2001-1, Class A-2 Floating Rate Asset Backed
Notes, Series 2001-1, Class A-3 Floating Rate Asset
Backed Notes, Series 2001-1, Class B-1 Floating Rate
Asset Backed Notes, Series 2001-1, Class B-2 Fixed
Rate Asset Backed Notes, Series 2001-1, Class C-1
Floating Rate Asset Backed Notes, Series 2001-1 and
Class C-2 Fixed Rate Asset Backed Notes Series 2001-1
Ladies and Gentlemen:
We are acting as special counsel to Lease Investment Flight
Trust, a Delaware business trust (the "Company") in connection with the filing
by the Company of a Registration Statement on Form S-4, as amended, (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") for the purpose of registering the issuance of up to
$1,369,000,000 aggregate principal amount of the Company's Class A-1 Floating
Rate Asset Backed Notes, Series 2001-1, Class A-2 Floating Rate Asset Backed
Notes, Series 2001-1, Class A-3 Floating Rate Asset Backed Notes, Series 2001-1,
Class B-1 Floating Rate Asset Backed Notes, Series 2001-1, Class B-2 Fixed Rate
Asset Backed Notes, Series 2001-1, Class C-1 Fixed Rate Asset Backed Notes,
Series 2001-1 and Class C-2 Fixed Rate Asset Backed Notes, Series 2001-1 (the
"Exchange Notes") under the Securities Act of 1933 (the "Act"). The Exchange
Notes are to be issued in exchange for an equal aggregate principal amount of
the Company's Class A-1 Floating Rate Asset Backed Notes, Series 2001-1, Class
A-2 Floating Rate Asset Backed Notes, Series 2001-1, Class A-3 Floating Rate
Asset Backed Notes, Series 2001-1, Class B-1 Floating Rate Asset Backed Notes,
Series 2001-1, Class B-2 Fixed Rate Asset Backed Notes, Series 2001-1, Class C-1
Fixed Rate Asset Backed Notes, Series 2001-1 and Class C-2 Fixed Rate Asset
Backed Notes, Series 2001-1 (the "Restricted Notes") pursuant to the
Registration Rights Agreement between the Company and Credit Suisse First Boston
Corporation, Lehman Brothers Inc. and Salomon Smith Barney Inc. filed as Exhibit
4.4 to the Registration Statement. The Exchange Notes are to be issued pursuant
to the terms of the Indenture between the Company, Phoenix American Financial
Services, Inc., in its capacity as the Administrative Agent, and Bankers Trust
Company, as the indenture trustee (the "Indenture Trustee"), filed as Exhibit
4.1 to the Registration Statement (the "Indenture"). The Indenture is to be
qualified under the Trust Indenture Act of 1939 (the "TIA"). Capitalized terms
used and not otherwise defined in this opinion letter have the meanings set
forth in the Indenture.
<Page>
2
In rendering the opinions expressed below, we have examined an
executed copy of the Indenture. We also have examined such corporate records of
the Company, agreements and other instruments, certificates of public officials,
certificates of representatives of the Company and other documents as we have
deemed necessary as a basis for the opinions expressed below. As to various
questions of fact material to such opinions, we have relied upon certifications
by the Controlling Trustees of the Company and public officials and
representations and warranties made in or pursuant to the Indenture by its
parties.
In rendering the opinions expressed below, we have assumed as
to the documents referred to in this opinion letter that:
(a) the signatures of persons signing all such documents are
genuine;
(b) all such documents submitted to us as originals or
duplicate originals are authentic;
(c) all such documents submitted to us as copies, whether
certified or not, conform to authentic original documents; and
(d) all parties to all such documents (other than, as set
forth below, the Company) are duly organized and validly existing and have the
power and authority (corporate, partnership, trust or other) to execute and
deliver, and to perform their respective obligations under, all such documents,
that all such documents have been duly authorized by all necessary action on the
part of their respective parties , that all such documents have been duly
executed and delivered by their respective parties, and that all such documents
are valid, binding and enforceable obligations of their respective parties.
Based upon and subject to the foregoing and subject also to
the comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that:
(1) When (i) the Registration Statement has been declared effective,
(ii) the Indenture has been duly qualified under the TIA and (iii) the Exchange
Notes have been duly executed by the Company and authenticated by the Indenture
Trustee in accordance with the provisions of the Indenture and issued and
delivered against exchange of the Notes in accordance with the terms set forth
in the prospectus included as part of the Registration Statement, the Exchange
Notes will have been duly issued and will constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their terms except as
(x) may be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or transfer or similar laws relating to or affecting
creditors' rights generally and (y) the enforceability of the Exchange Notes is
subject to the application of general principles of equity (regardless of
whether considered in a proceeding in equity or at law), including, without
limitation, (a) the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.
<Page>
3
(2) The statements in the prospectus included in the Registration
Statement under the caption "U.S. Federal Income Tax Consequences", insofar as
those statements constitute matters of law or legal conclusions and except to
the extent qualified in the prospectus, represent our opinion as to the material
United States federal income tax consequences that result from the purchase,
ownership and disposition of the Exchange Notes.
We hereby consent to the filing of this opinion letter as
Exhibit 5.1 and Exhibit 8 to the Registration Statement and to the use of our
name under the caption "Legal Matters" and "U.S. Federal Income Tax
Considerations" in the prospectus included in the Registration Statement.
We express no opinion other than as to matters of the laws of
the State of New York and the federal laws of the United States of America. To
the extent that the laws of the State of Delaware may be relevant to the
opinions expressed above, we have assumed, without independent investigation,
the correctness of the opinions expressed in the opinion letter of Morris,
James, Hitchens & Williams, which opinion letter has been concurrently delivered
to the Company for filing with the Commission as Exhibit 5.2 to the Registration
Statement.
This opinion is rendered to the Company in connection with the
filing of the Registration Statement and may not be relied upon for any other
purpose.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy LLP
DBB/TO