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Exhibit 5.2
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MOURANT DU FEU & JEUNE
ADVOCATES, SOLICITORS AND NOTARIES PUBLIC
PO Box 87 Tel: 01534 609000
22 Grenville Street Fax: 01534 609333
St Helier International
Jersey JE4 8PX Tel: +44 1534 609000
Channel Islands Fax: +44 1534 609333
www.mourant.com
Airplanes Limited
22 Grenville Street
St Helier
Jersey JE4 8PX
Channel Islands
23 April 2001
Our ref: 0215/ifd/27291/1/1470258
Dear Sirs
AIRPLANES LIMITED
We have acted as special counsel to Airplanes Limited, a public limited
liability company incorporated in Jersey (the "COMPANY "), in connection with
the issuance by Airplanes Pass Through Trust of Subclass A-9 Pass Through Trust
Exchange Certificates registered under the United States Securities Act of 1933,
as amended (the "ACT") (the "EXCHANGE CERTIFICATES") in exchange for equivalent
certificates not registered under the Act, the Exchange Certificates
representing a fractional undivided beneficial interest in Subclass A-9 Notes
issued by the Company (the "AIRPLANES LIMITED SUBCLASS A-9 NOTES") and by
Airplanes U.S. Trust (the "AIRPLANES U.S. TRUST SUBCLASS A-9 NOTES" and,
together with the Airplanes Limited Subclass A-9 Notes, the " SUBCLASS A-9
NOTES"). The Airplanes Limited Subclass A-9 Notes have been issued pursuant to a
supplement entered into between the Company, Airplanes U.S. Trust and Bankers
Trust Company, as indenture trustee (the "TRUSTEE") dated as of March 15, 2001
and which is supplemental to an indenture entered into as of March 28, 1996
between the same parties as supplemented by Supplement No. 1 thereto entered
into as of March 16, 1998 between the same parties (as so supplemented, the
"INDENTURE ").
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 following:
A R Binnington, E A Breen, J A J Chapman, C E Coutanche (Senior Partner),
J D P Crill, C L I Davies, N C Davies, E C Devenport, S M Gould, T J Herbert,
R A Hickling, I C James, R F V Jeune (Managing Partner), B H Lacey, W Malorey,
J A Richomme, M R Scott, J P Speck, A J R Syvret, J C Walker, D R Wilson
Associates: N J D Chapman, C R Deacon, M I Guillaume, N M Hamel,
G A Pollano, N J Weston
Consultants: K S Baker, R R Jeune C B E, P de C Mourant
MOURANT DU FEU & JEUNE LONDON: 35 NEW BRIDGE STREET, BLACKFRIARS,
LONDON EC4V 6BW TEL: +44 20 7332 6161 FAX: +44 20 7332 6199
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Airplanes Limited
23 April 2001
(a) the Certificate of Incorporation of the Company (under the name "Atlanta
Holdings Limited") and the Certificate of Incorporation on change of name
from Atlanta Holdings Limited to Airplanes Limited;
(b) the Memorandum and Articles of Association of the Company previously filed
with the Securities and Exchange Commission;
(c) the Indenture appearing as Exhibits 4.15, 4.16 and 4.17 to the Registration
Statement (as defined below);
(d) the Registration Statement on Form S-4 first filed by the Company with the
Securities and Exchange Commission pursuant to the Act on April 10, 2001 in
connection with the registration of the Exchange Certificates pursuant to
the Exchange Offer (as therein defined) to be made by the Company and
Airplanes U.S. Trust (the "REGISTRATION STATEMENT");
(e) the draft prospectus (the "PROSPECTUS") appearing in the Registration
Statement; and
(f) a specimen of the Airplanes Limited Subclass A-9 Notes appearing as part of
Exhibit 4.17 to the Registration Statement.
Based upon the foregoing we are of the opinion as follows:
(1) the Company has been duly incorporated and is validly existing as a public
limited liability company under the laws of Jersey and has full corporate
power and authority to own its assets and conduct its business as described
in the Registration Statement;
(2) assuming that (i) the Indenture was duly and validly authorized, executed
and delivered by the Company, Airplanes U.S. Trust and the Trustee in
accordance with all relevant applicable laws; (ii) the Indenture
constitutes the legal, valid and binding agreement and obligation of the
Company enforceable in accordance with its terms under the laws of the
State of New York (by which laws it is expressed to be governed); (iii) the
Indenture is enforceable against the Company under such laws, and (iv) the
directors of the Company were acting in its best interests when
authorising, executing and delivering the Indenture, it constitutes the
legal, valid and binding agreement and obligation of the Company,
enforceable against the Company in accordance with its terms, subject to
(a) applicable bankruptcy, reorganization, insolvency, fraudulent transfer,
moratorium or other laws affecting creditors' rights generally from time to
time in effect; (b) overriding principles of jurisdiction in the Jersey
Court and (c) general principles of equity; and
(3) provided the Airplanes Limited Subclass A-9 Notes constitute the valid and
binding obligations of the Company under the laws of the State of New York
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Airplanes Limited
23 April 2001
(by which laws the Airplanes Limited Subclass A-9 Notes are expressed to be
governed), the Airplanes Limited Subclass A-9 Notes have been legally and
validly issued as a matter of Jersey law and constitute valid and binding
obligations of the Company, subject to (i) applicable bankruptcy,
reorganization, insolvency, fraudulent transfer, moratorium or other laws
affecting creditors' rights generally from time to time in effect and (ii)
general principles of equity.
We do not express any opinion as to any laws other than the laws of Jersey as
such laws are applied by the Courts of Jersey as at the date of this letter.
We know that we may be referred to as legal advisers who have opined upon the
validity of the Airplanes Limited Subclass A-9 Notes on behalf of the Company,
in the Registration Statement and in any Prospectus forming a part of the
Registration Statement, and we hereby consent to such use of our name in the
Registration Statement and any amendments thereto, as well as to the use of this
letter as an exhibit to the Registration Statement.
Yours faithfully,
/s/ Mourant du Feu & Jeune
MOURANT DU FEU & JEUNE