1
Exhibit 8.3
KPMG Tax Advisers Telephone +353 1 410 1000
5 George's Dock Fax +363 1 412 1470
1FSG Internet www.kpmg.ie
Dublin 1
Ireland
The Directors
Airplanes Limited
2 Grenville Street Our ref pob/aps/223061
St Helier
Jersey JE4 8PX 26 April 2001
Channel Island
The other addressees listed on Schedule 1 hereto
Dear Sirs
Airplanes 2001 Refinancing - Subclass A-9 Notes
We have been asked to provide this opinion to you in connection with certain
tax matters set out in the Registration Statement on Form S-4 dated
26 April 2001 (the ''Registration Statement'').
Opinion
1 There will be no Irish taxation on the income of or any capital gain of
Airplanes Limited, Airplanes U.S. Trust or the 2001 Refinancing Trust.
This opinion is based on the assumptions that none of Airplanes Limited,
Airplanes U.S. Trust or the 2001 Refinancing Trust will be tax-resident
in Ireland, will have a branch, agency or permanent establishment in
Ireland or will have any Irish-source income or gain other than,in the
case of Airplanes Limited, interest paid by its Irish subsidiary companies.
So far as concerns interest receivable by Airplanes Limited from its
Irish subsidiaries, this opinion assumes that each of the interest-paying
subsidiaries will continue to hold and to comply with the conditions of
the certificate (the Shannon certificate) issued to it by the Minister for
Finance of Ireland under Section 445(2) Taxes Consolidation Act 1997.
The Shannon certificates will terminate on 31 December 2005. Thereafter
interest paid to Airplanes Limited by its Irish subsidiaries will be within
the charge to Irish tax. However, as a matter of practice, the Irish tax
authorities do not pursue collection of any
2
such liability to Irish tax in respect of persons who are regarded as not
being resident in Ireland except where such persons:
(a) are chargeable in the name of a person (including a trustee) or in
the name of an agent or branch in Ireland having the management and
control of the interest;
(b) seek to claim relief and/or repayment of tax deducted at source in
respect of taxed income from Irish sources; or
(c) are chargeable to Irish corporation tax on the income of an Irish
branch or agency or to income tax on the profits of a trade carried on
in Ireland to which the interest is attributable.
2 We are of opinion that there will be no withholding or deduction on account
of Irish taxes with respect to interest and other amounts paid by Airplanes
Limited or Airplanes U.S. Trust on the Subclass A-9 Notes or by the 2001
Refinancing Trust on the Subclass A-9 Certificates.
This opinion is based on the assumption that none of Airplanes Limited,
Airplanes U.S. Trust or the 2001 Refinancing Trust will be tax-resident in
Ireland, will have a branch, agency or permanent establishment in Ireland
or will have any Irish-source income or gain other than, in the case of
Airplanes Limited, interest paid by its Irish subsidiary companies.
3 We are of opinion that AeroUSA will not be subject to Irish income tax or
corporation tax on its non-Irish source income.
This opinion is based on the assumptions that the company will include and
retain in its constitutional documents provisions to the effect that the
business of the company will be managed by its directors (''the
Directors''), the Directors shall have no power to enter into any contract
or to sign any document on behalf of the company in Ireland, the Directors
will not appoint any person, other than GECAS, AerFi Financial Services
(Ireland) Limited or AerFi Cash Managers Limited to be the agent or
employee of the company if such agent or employee is resident in Ireland,
neither the Directors nor any committee of them shall have any power to
undertake or perform any official act on behalf of the company in Ireland
and, in relation to telephone communications, the Directors shall not make
any Board or committee decision unless each Director participating in such
telephone call is physically present in a jurisdiction outside Ireland, and
(ii) that the company complies with the provisions noted at (i).
4 We are of opinion that Airplanes Holdings and its Irish-resident subsidiary
companies will be entitled to the corporate tax benefits (including the
reduced 10% corporation tax rate) applicable to Shannon, Ireland certified
companies.
3
This opinion is based on the assumptions that GECAS holds and will
continue to hold a 5% shareholding in Airplanes Holdings and that GECAS
will maintain its business operations and certain minimum employment
levels at Shannon, Ireland.
5 We are of the opinion that payments of lease rentals to be made by lessees
to Airplanes Holdings and its Irish-resident subsidiary companies will not
be subject to Irish Value Added Tax in any case where the aircraft are used
or to be used by a transport undertaking operating for reward chiefly on
international routes.
6 We confirm that in our opinion the attached extracts from the Registration
Statement are a fair statement of the relevant provisions of Irish tax law
and practice.
Scope of Opinion
This opinion is based on existing Irish tax law and practice. As to certain
matters we have relied on current Revenue practice and on confirmations obtained
from the Revenue Commissioners of Ireland.
This opinion is based on the facts and assumptions outlined in this letter and
in the Registration Statement. The opinion may be subject to change in the event
of changes in those facts or assumptions. This opinion addresses only the
matters of Irish taxation specified herein. It does not address any other Irish
tax issues relevant to the contemplated transactions or non-Irish tax
considerations relevant thereto.
This opinion is addressed to, and is solely for the benefit of, the addressees
and their legal advisers. We do consent to the use of this opinion as an exhibit
to the Airplanes Registration Statement on Form S-1 (file number 333-68608) to
be filed with the Securities and Exchange Commission. It may not be relied upon
by, or disclosed to, any other person without our prior written consent.
Yours faithfully
/s/ KMPG
KPMG