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                                  EXHIBIT 5.2
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                                    ART WORK
 
United States Securities and Exchange Commission,
Washington D.C. 20549
United States of America
 
                                                                18 February 1998
 
Our ref:  AS/990601.US1
 
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 the Company of certain Notes (collectively, the "Notes"). The Notes
will be issued pursuant to a supplement to an indenture (the "Supplement") to be
entered into between the Company, Airplanes U.S. Trust and Bankers Trust
Company, as trustee (the "Trustee") and which is supplemented to an indenture
(the "Indenture") entered into as of 28th March, 1996 between the same parties.
 
     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 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; (c) the Indenture; (d) the draft form of Supplement appearing as an
exhibit to Amendment No. 1 to the Registration Statement (defined below); (e)
the Registration on form S-1 (Registration No. 333-43453) first filed by the
Company with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, on 30th December, 1997 in connection with the
registration of the Notes and as amended through the date hereof (the
"Registration Statement"); (f) the draft prospectus (the "Prospectus") appearing
in the Registration Statement and (g) a specimen of each class or subclass of
the Notes appearing as an exhibit to Amendment No. 1 to the Registration
Statement.
 
     Based upon the foregoing and assuming no event occurs prior to the events
referred to in (2) and (3) below of significance to the Company and its powers,
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 on pages 30 to 51 of the Prospectus;
 
          (2) when the Supplement has been duly and validly authorized, executed
     and delivered by the Company, Airplanes U.S. Trust and the Trustee in
     accordance with all relevant applicable laws, provided (i) the Supplement
     and the Indenture constitute the legal, valid and binding agreement and
     obligation of the Company under the laws of the State of New York (by which
     laws they are expressed to be governed); (ii) the Indenture and the
     Supplement are enforceable against the Company under such laws, and (iii)
     the directors of the Company are acting in its best interests, the
     Supplement and the Indenture will constitute the legal, valid and binding
     agreement and obligations of the Company, enforceable
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     against the Company in accordance with their terms, subject to (i)
     applicable bankruptcy, reorganization, insolvency, fraudulent transfer,
     moratorium or other laws affecting creditors' rights generally or from time
     to time in effect; (ii) overriding principles of jurisdiction in the Jersey
     Court and (iii) general principles of equity; and
 
          (3) when the Notes have been duly authorized, executed and delivered
     by the Company and issued and sold by the Company as contemplated by the
     Registration Statement, and for so long as there are less than ten
     registered holders thereof, provided the Notes constitute the valid and
     binding obligations of the Company under the laws of the State of New York
     by which laws the Notes are expressed to be governed, the Notes will be
     legally and validly issued in Jersey and will constitute valid and binding
     obligations of the Company, subject to (i) applicable bankruptcy,
     reorganisation, 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 advisors who have opined upon
the validity of the 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,
 
                                          MOURANT DU FEU & JEUNE