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                                  EXHIBIT 5.1

                       [DAVIS POLK & WARDWELL LETTERHEAD]

                               February 27, 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

                       [DAVIS POLK & WARDWELL LETTERFOOT]
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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
Airplanes Limited, Airplanes Trust, GPA Group plc, Morgan Stanley & Co.
Incorporated and the several underwriters named in Schedule I to the
Underwriting Agreement (collectively, the "Underwriters").

     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 Airplanes Limited, 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; (e) 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 Airplane Limited and Airplanes Trust and (b) the
Guarantees will constitute valid and binding obligations of Airplanes Limited
and Airplanes Trusts; 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


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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    



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