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EXHIBIT 5.1
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DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE 1 FREDERICK'S PLACE 17-22, AKASAKA 2-CHOME
NEW YORK, N.Y. 10017 LONDON EC2R 8AB MINATO-KU, TOKYO 107
------ TELEPHONE 0171-418 1300 ------
1300 I STREET, N.W. FAX 0171-418 1400 MESSKTURM
WASHINGTON, D.C. 20005 60308 FRANKFURT AM MAIN
------ WRITER'S DIRECT: ------
4, PLACE DE LA CONCORDE 3A CHATER ROAD
75000 PARIS HONG KONG
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PARTNERS RESIDENT IN LONDON
CHARLES S. WHITMAN, III
DAVID M. WELLS
PAUL KUMLEBEN
RANDALL D. GUYNN
THOMAS J. REID
JOHN D. PATON
MARGARET E. TAHYAR
February 18, 1998
Airplanes Limited
18 Grenville Street
St. Helier
Jersey JE4 8PX
Channel Islands
Airplanes U.S. Trust
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890-0001
Ladies and Gentlemen:
We have acted as special United States counsel for Airplanes Limited, a
public limited liability company incorporated in Jersey ("Airplanes Limited")
and Airplanes U.S. Trust, a Delaware business trust ("Airplanes Trust" and,
together with Airplanes Limited, "Airplanes Group") in connection with the
issuance by Airplanes Pass Through Trust (the "Trust") of refinancing
certificates (the "1998 Refinancing Certificates") representing fractional
undivided beneficial interests in corresponding classes and subclasses of notes
(collectively, the "1998 Refinancing Notes"), the proceeds of which will be used
to refinance certain of Airplanes Groups' outstanding Pass Through Trust
Certificates. The 1998 Refinancing Notes will be issued by Airplanes Limited
pursuant to a supplement to the trust indenture (the "Airplanes Limited
Indenture") among Airplanes Limited, Airplanes Trust and Bankers Trust Company,
as trustee, and by Airplanes Trust pursuant to a supplement to the trust
indenture (the "Airplanes Trust Indenture") and, together with the Airplanes
Limited Indenture, the "Trust Indentures") among Airplanes Trust, Airplanes
Limited and Bankers Trust Company, as trustee, dated March 28, 1996. Airplanes
Limited and Airplanes Trust have fully and unconditionally guaranteed (the
"Guarantees") the other's obligations under each class or subclass of Notes. The
Certificates will be purchased and sold pursuant to an Underwriting Agreement
(the "Underwriting Agreement") to be entered into among the Company, GPA Group
plc, Morgan Stanley & Co. Incorporated and the several underwriters named in
Schedule I to the Underwriting Agreement (collectively, the "Underwriters").
THE PRINCIPAL PLACE OF BUSINESS OF THE PARTNERSHIP IN GREAT BRITAIN IS THE
ADDRESS SET FORTH ABOVE AT WHICH A LIST OF THE PARTNERS' NAMES IS OPEN FOR
INSPECTION.
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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) the Memorandum and
Articles of Association of the Company, as amended; (b) the Amended and Restated
Airplanes U.S. Trust Agreement; (c) the Underwriting Agreement; (d) supplements
to the Pass Through Trust Agreement (the "Trust Agreement") among Airplanes
Limited, Airplanes U.S. Trust and Bankers Trust Company, as trustee, and
supplements to the Trust Indentures; (c) the Registration Statement on Form S-1
(Registration No. 33-43453) that Airplanes Limited and Airplanes Trust are
filing with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in connection with the registration of the Certificates
(the "Registration Statement"); (f) the draft preliminary prospectus (the
"Prospectus") and (g) the form of each class or subclass of the 1998 Refinancing
Certificates. We have assumed that each of the documents referred to in clauses
(a), (b), (c), (d) and (g) above will be executed and delivered by the relevant
parties thereto in substantially the form reviewed by us.
Based upon the foregoing, we are of the opinion as follows:
(1) when the supplements to the Trust Indentures referred to above
have been duly authorized, executed and delivered by the parties thereto,
the 1998 Refinancing Notes have been duly authorized by Airplanes Limited
and Airplanes Trust, the Guarantees have been duly authorized by Airplanes
Limited and Airplanes Trust and the 1998 Refinancing Notes have been duly
executed and authenticated in accordance with the Trust Indentures and duly
delivered to and paid for by the Trust (a) the 1998 Refinancing Notes will
constitute valid and binding obligations of Airplanes Limited and Airplanes
Trust and (b) the Guarantees will constitute valid and binding obligations
of Airplanes Limited and Airplanes Trust; and
(2) when the supplements to the Trust Agreement have been duly
authorized, executed and delivered by the parties thereto, the 1998
Refinancing Certificates have been duly authorized executed and
authenticated in accordance with the Trust Agreement, delivered to and paid
for by the Underwriters pursuant to the Underwriting Agreement and issued
and sold by the Trust as contemplated by the Registration Statement, the
1998 Refinancing Certificates will be legally and validly issued and
entitled to the benefits of the Trust Agreement.
We are members of the Bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the laws of the State of
New York and the federal laws of the United States. In expressing our opinion
herein, we have relied (i) as to all matters of Jersey, Channel Islands law upon
the opinion of Mourant du Feu & Jeune which has been filed as an exhibit to the
Registration Statement and (ii) as to all matters of Delaware law upon the
opinion of Potter, Anderson & Corroon which has been filed as an exhibit to the
Registration Statement. Our opinion is, insofar as such laws are concerned,
subject to the assumptions, qualifications and exceptions contained in such
opinions.
We hereby consent to the use of our name under the caption "Legal Matters"
in the Prospectus forming a part of the Registration Statement, and to the
filing, as an exhibit to the Registration Statement, of this opinion.
Very truly yours,
DAVIS POLK & WARDWELL