Attached files
file | filename |
---|---|
S-1/A - S-1/A - AIR LEASE CORP | a57988a7sv1za.htm |
EX-21.1 - EX-21.1 - AIR LEASE CORP | a57988a7exv21w1.htm |
EX-1.1 - EX-1.1 - AIR LEASE CORP | a57988a7exv1w1.htm |
EX-23.1 - EX-23.1 - AIR LEASE CORP | a57988a7exv23w1.htm |
EX-10.31 - EX-10.31 - AIR LEASE CORP | a57988a7exv10w31.htm |
Exhibit 5.1
[Munger, Tolles & Olson LLP Letterhead]
April 4, 2011
Air Lease Corporation
2000 Avenue of the Stars, Suite 600N
Los Angeles, California 90067
2000 Avenue of the Stars, Suite 600N
Los Angeles, California 90067
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation and filing with the
Securities and Exchange Commission (the Commission) pursuant to the Securities Act of
1933, as amended (the Securities Act), of your Registration Statement on Form S-1 (File
No. 333-171734) (as amended, the Registration Statement), regarding the proposed
underwritten initial public offering (the
Offering) of up to 28,750,000 shares of your
Class A common stock, par value $0.01 per share (the Class A Common Stock), which
includes up to 3,750,000 shares of Class A Common Stock that may be sold upon exercise of the
over-allotment option granted to the underwriters of the Offering (the Shares). We
understand that the Shares are to be sold to the underwriters for resale to the public as described
in the Registration Statement and pursuant to the underwriting agreement referred to in the
Registration Statement.
As your counsel, we have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or appropriate for the purposes of rendering the opinion
set forth below. As to certain factual matters, we have relied, without independent verification,
on certificates of public officials and certificates of your officers and representatives. In our
examination, we have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the originals of all documents submitted to us
as copies. We are admitted to practice law in the State of California, and we render this opinion
only with respect to, and express no opinion herein concerning the application or effect of the
laws of any jurisdiction other than, the existing laws
Air Lease Corporation
April 4, 2011
Page 2
April 4, 2011
Page 2
of the Delaware General Corporation Law, including the applicable provisions of the Delaware
Constitution and reported judicial decisions relating thereto.
Based on the foregoing, we advise you that, in our opinion, when the Shares have been issued
and sold in the manner described in the Registration Statement, they will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. We also hereby consent to the reference to our firm under the caption
Legal Matters in the prospectus in the Registration Statement. In giving our consent, we do not
thereby admit that we are included in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, |
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/s/ Munger, Tolles & Olson LLP | ||||
Munger, Tolles & Olson LLP | ||||