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Exhibit 8.2
JOR 20 April 2001
PRIVATE AND
CONFIDENTIAL
Airplanes Limited
2 Grenville Street
St Helier
Jersey JE4 8PX
Channel Islands
Airplanes US Trust
Rodney Square North
Wilmington
Delaware 19890-0001
AIRPLANES GROUP - OFFER TO EXCHANGE SUBCLASS A9 CERTIFICATES DUE MARCH 15, 2019
FOR ANY AND ALL OUTSTANDING SUBCLASS A-9 CERTIFICATES DUE MARCH 15, 2019 (THE
"2001 EXCHANGE REFINANCING ISSUE")
Dear Sirs
We have been asked to provide this Opinion to you in connection with certain tax
matters set out in the Registration Statement (as defined below).
1.1 DOCUMENTS EXAMINED
For the purposes of this Opinion, we have examined the Registration
Statement dated 28 March 2001, reference number 333-58608 (the
"REGISTRATION STATEMENT"), together with the following documents which
were attached as exhibits thereto:
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20 April 2001
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reasonableness of any statements or opinion contained in the Registration
Statement other than as to the accuracy of the specific statements of
Irish law made in the paragraph of the "Irish Tax Considerations" section
headed "Other Irish Taxes", (although in this case our consideration was
limited to issues of Irish stamp duty and other documentary taxes and we
have not considered, or been requested to consider, issues of any other
Irish taxes which might be relevant to the transaction) or any of the
other Documents or ensuring that no relevant facts or statements have
been omitted therefrom. We have not for the purpose of this Opinion
examined any contract, instrument, document or corporate records, except
the Documents; and (except as expressly set out herein) we have not made
any other enquiries or searches for the purposes of this Opinion.
This Opinion letter is to be construed in accordance with the laws of
Ireland as at the date hereof. Except as otherwise expressly stated
herein, the opinions expressed herein are given on the basis of and
subject to the foregoing and the matters set out in part 3 (assumptions).
3 ASSUMPTIONS
In considering the Documents and the Registration Statement and in rendering the
Opinion, we have without further enquiry assumed:
3.1.1 that the Registration Statement will be filed by Airplanes Limited and
Airplanes US Trust in the form reviewed by us;
3.1.2 that such of the Documents as have not been executed as of the date of
this opinion letter will be duly executed by the parties thereto in
substantially the form of the drafts which are attached as exhibits to
the Registration Statement;
3.1.3 that 2001 Exchange Refinancing Certificates and the 2001 Exchange
Refinancing Notes will be issued outside Ireland;
3.1.4 that there are no agreements or arrangements in existence or contemplated
between the parties (or any of them) to the Documents which have not been
disclosed to us and which in any way amend, add to or vary the terms or
conditions of the Documents.
4 OPINION
Having regard to the foregoing we are of the opinion that no stamp duty,
stamp duty reserve tax or issue, documentary, registration or other
similar tax imposed by any government department or other taxing
authority of or in Ireland will be payable on the creation, initial issue
or delivery of the 2001 Exchange Refinancing Notes or the 2001 Exchange
Refinancing Certificates.
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5 GENERAL
This opinion speaks of its date and is addressed to, and is solely for
the benefit of, the addressees. It may not be relied upon by, or
disclosed to, any other person, without our prior written consent.
We hereby consent to the use of our name, in the form and the context in
which it appears in the Registration Statement in the said paragraph
entitled "Other Irish Taxes", which is contained in the section of the
Registration Statement entitled "Irish Tax Considerations". We also
consent to the filing, as an exhibit to the Registration Statement, of
this opinion.
Yours faithfully
/s/ McCann FitzGerald
McCann FitzGerald