Attached files
file | filename |
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S-1/A - AMENDMENT NO. 5 TO FORM S-1 - AIR LEASE CORP | v59248a5sv1za.htm |
EX-23.1 - EX-23.1 - AIR LEASE CORP | v59248a5exv23w1.htm |
EX-21.1 - EX-21.1 - AIR LEASE CORP | v59248a5exv21w1.htm |
Exhibit 5.1
[Munger, Tolles & Olson LLP Letterhead]
September 2, 2011
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067
2000 Avenue of the Stars, Suite 1000N
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. 333-173817)
(as amended, the Shelf Registration Statement), regarding (i) the offering and sale of up to
59,498,903 shares of your Class A common stock, par value $0.01 per share (Class A Common Stock),
and 1,829,339 shares of your Class B non-voting common stock, par value $0.01 per share (Class B
Non-Voting Common Stock and, together with the Class A Common Stock, the Common Stock), by the
selling stockholders named in the Shelf Registration Statement (collectively, the Selling
Stockholder Shares), and (ii) the registration of 482,625 shares of Class A Common Stock issuable
upon exercise of the outstanding warrants originally issued on June 4, 2010 to Société Générale
S.A. and Commonwealth Bank of Australia to purchase 214,500 shares of Common Stock and 268,125
shares of Common Stock, respectively, at an exercise price of $20.00 per share (the
Warrant Shares).
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 opinions
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 render this opinion only with respect to, and express no opinion herein concerning
the application or effect of the laws of any jurisdiction
Air Lease Corporation
September 2, 2011
Page 2
September 2, 2011
Page 2
other than, the existing laws 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:
1. The Selling Stockholder Shares are validly issued, fully paid and non-assessable.
2. When the Warrant Shares have been issued in accordance with the warrants originally issued
on June 4, 2010 to Société Générale S.A. and Commonwealth Bank of Australia to purchase 214,500
shares of Common Stock and 268,125 shares of Common Stock, respectively, at an exercise price of
$20.00 per share, the Warrant Shares 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 Shelf
Registration Statement. We also hereby consent to the reference to our firm under the caption
Legal Matters in the prospectus in the Shelf 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, | ||||
/s/ Munger, Tolles & Olson LLP |