Attached files
file | filename |
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EX-4.3 - EX-4.3 - AIR LEASE CORP | d497774dex43.htm |
EX-4.2 - EX-4.2 - AIR LEASE CORP | d497774dex42.htm |
8-K - 8-K - AIR LEASE CORP | d497774d8k.htm |
Exhibit 5.1
OMelveny & Myers LLP 400 South Hope Street 18th Floor Los Angeles, CA 90071-2899 |
T: +1 213 430 6000 F: +1 213 430 6407 omm.com |
File Number: 0009960-00003 |
November 20, 2017
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067
Re: | $600,000,000 Aggregate Principal Amount of 2.750% Senior Notes due 2023 and $500,000,000 Aggregate Principal Amount of 3.625% Senior Notes due 2027 of Air Lease Corporation |
Ladies and Gentlemen:
We have acted as special counsel to Air Lease Corporation, a Delaware corporation (the Company), in connection with the issuance and sale of $600,000,0000 aggregate principal amount of the Companys 2.750% Senior Notes due 2023 (the 2023 Notes) and $500,000,000 aggregate principal amount of the Companys 3.625% Senior Notes due 2027 (the 2027 Notes and, together with the 2023 Notes, the Notes), pursuant to an Underwriting Agreement, dated as of November 13, 2017 (the Underwriting Agreement), between the Company and J.P. Morgan Securities LLC, Lloyds Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA LLC as representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement. The 2023 Notes and the 2027 Notes each constitute a series of the debt securities registered on a Registration Statement on Form S-3 (File No. 333-207308) (the Registration Statement), filed by the Company with the Securities and Exchange Commission (the Commission) on October 6, 2015. The 2023 Notes are being issued pursuant to that certain Indenture, dated as of October 11, 2012 (the Base Indenture), as supplemented by the Fourteenth Supplemental Indenture, dated as of November 20, 2017 (the Fourteenth Supplemental Indenture and, together with the Base Indenture, the 2023 Indenture), between the Company and Deutsche Bank Trust Company Americas, as trustee (the Trustee). The 2027 Notes are being issued pursuant to the Base Indenture, as supplemented by the Fifteenth Supplemental Indenture, dated as of November 20, 2017 (the Fifteenth Supplemental Indenture and, together with the Base Indenture, the 2027 Indenture), between the Company and the Trustee.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. In our examination, we have assumed that the certificates for the Notes will conform to the form thereof examined by us, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. To the extent the Companys obligations depend on the enforceability of any agreement against the other parties to such agreement, we have assumed that such agreement is enforceable against such other parties. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company. In addition, we have obtained and relied upon those certificates of public officials we considered appropriate.
Century City Los Angeles Newport Beach New York San Francisco Silicon Valley Washington, DC
Beijing Brussels Hong Kong London Seoul Shanghai Singapore Tokyo
On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that the issuance of the (i) 2023 Notes has been duly authorized by all necessary corporate action on the part of the Company and, upon payment for and delivery of the 2023 Notes in accordance with the Underwriting Agreement and the authentication of the certificates representing the 2023 Notes by a duly authorized signatory of the Trustee in accordance with the 2023 Indenture, the 2023 Notes will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited (a) by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors rights generally (including, without limitation, fraudulent conveyance laws) and (b) by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding at law or in equity (collectively, the Enforceability Exceptions) and (ii) 2027 Notes has been duly authorized by all necessary corporate action on the part of the Company and, upon payment for and delivery of the 2027 Notes in accordance with the Underwriting Agreement and the authentication of the certificates representing the 2027 Notes by a duly authorized signatory of the Trustee in accordance with the 2027 Indenture, the 2027 Notes will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by the Enforceability Exceptions.
The law covered by this opinion is limited to the present law of the State of New York and the current General Corporation Law of the State of Delaware. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the prospectus included in the Registration Statement or any prospectus supplement, other than as expressly stated herein with respect to the Notes.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement, and to the reference to OMelveny & Myers LLP under the caption Legal Matters in the prospectus supplement constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Respectfully submitted, |
/s/ OMelveny & Myers LLP |
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