AER Aercap Holdings NV

Exhibit 1.1

Execution Version

(A)

the expression “retail investor” means a person who is one (or more) of the following:

(B)

the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities.

(A)

the expression “retail investor” means a person who is one (or more) of the following:

(B)

the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities.

(i)

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

Very truly yours,
AerCap Ireland Capital Designated Activity Company
By:	/s/ Ken Faulkner
	Name:	Ken Faulkner
	Title:	Attorney

AerCap Global Aviation Trust
By:	/s/ Ken Faulkner
	Name:	Ken Faulkner
	Title:	Authorized Signatory

AerCap Holdings N.V.
By:	/s/ Risteard Sheridan
	Name:	Risteard Sheridan
	Title:	Authorized Signatory

AerCap Aviation Solutions B.V.
By:	/s/ Johan-Willem Dekkers
	Name:	Johan-Willem Dekkers
	Title:	For and on behalf of AerCap Group Services, B.V. Director

AerCap Ireland Limited
By:	/s/ Ken Faulkner
	Name:	Ken Faulkner
	Title:	Attorney

International Lease Finance Corporation
By:	/s/ Patrick Ross
	Name:	Patrick Ross
	Title:	Vice President

AerCap U.S. Global Aviation LLC
By:	/s/ Ken Faulkner
	Name:	Ken Faulkner
	Title:	Authorized Signatory

RBC CAPITAL MARKETS, LLC

For itself and as a Representative of the several Underwriters named in Schedule I to the foregoing Agreement

By:	RBC CAPITAL MARKETS, LLC
	By:	/s/ Scott G. Primrose
	Name:	Scott G. Primrose
	Title:	Authorized Signatory

WELLS FARGO SECURITIES, LLC

For itself and as a Representative of the several Underwriters named in Schedule I to the foregoing Agreement

By:	WELLS FARGO SECURITIES, LLC
	By:	/s/ Carolyn Hurley
	Name:	Carolyn Hurley
	Title:	Managing Director

BOFA SECURITIES, INC.

For itself and as a Representative of the several Underwriters named in Schedule I to the foregoing Agreement

By:	BOFA SECURITIES, INC.
	By:	/s/ Zara Kwan
	Name:	Zara Kwan
	Title:	Managing Director

HSBC SECURITIES (USA) INC.

For itself and as a Representative of the several Underwriters named in Schedule I to the foregoing Agreement

By:	HSBC SECURITIES (USA) INC.
	By:	/s/ Patrice Altongy
	Name:	Patrice Altongy
	Title:	Managing Director

FIFTH THIRD SECURITIES, INC.

For itself and as a Representative of the several Underwriters named in Schedule I to the foregoing Agreement

By:	FIFTH THIRD SECURITIES, INC.
	By:	/s/ Joel Ashman
	Name:	Joel Ashman
	Title:	Managing Director

SG AMERICAS SECURITIES, LLC

For itself and as a Representative of the several Underwriters named in Schedule I to the foregoing Agreement

By:	SG AMERICAS SECURITIES, LLC
	By:	/s/ Andrew Menzies
	Name:	Andrew Menzies
	Title:	Global Head of DCM

Exhibit 4.1

ARTICLE I DEFINITIONS		2
SECTION 1.01	Definitions	2
SECTION 1.02	Other Definitions	5
ARTICLE II DESIGNATIONS AND TERMS OF THE NOTES		5
SECTION 2.01	Title and Aggregate Principal Amount	5
SECTION 2.02	Execution	5
SECTION 2.03	Other Terms and Forms of the Notes	5
SECTION 2.04	Further Issues	5
SECTION 2.05	Interest and Principal	6
SECTION 2.06	Place of Payment	6
SECTION 2.07	Form and Dating	6
SECTION 2.08	Depositary; Registrar	7
SECTION 2.09	Optional Redemption	7
SECTION 2.10	Redemption for Changes in Withholding Taxes	8
ARTICLE III TRANSFER AND EXCHANGE		9
SECTION 3.01	Transfer and Exchange of Global Notes	9
SECTION 3.02	Transfer and Exchange of Beneficial Interests in the Global  Notes	9
SECTION 3.03	Transfer or Exchange of Beneficial Interests in Global Notes  for Definitive Notes	10
SECTION 3.04	Transfer and Exchange of Definitive Notes for Beneficial  Interests in Global Notes	10
SECTION 3.05	Transfer and Exchange of Definitive Notes for Definitive  Notes	11
SECTION 3.06	Legend	11
SECTION 3.07	Cancellation and/or Adjustment of Global Notes	12

SECTION 3.08	General Provisions Relating to Transfers and Exchanges.	12
ARTICLE IV LEGAL DEFEASANCE, COVENANT DEFEASANCE  AND SATISFACTION AND DISCHARGE		13
SECTION 4.01	Legal Defeasance, Covenant Defeasance and Satisfaction and Discharge	13
ARTICLE V COVENANTS		13
SECTION 5.01	Repurchase upon a Change of Control Triggering Event	13
ARTICLE VI MISCELLANEOUS		16
SECTION 6.01	Ratification of Original Indenture; Supplemental Indenture Part of Original Indenture	16
SECTION 6.02	Concerning the Trustee	16
SECTION 6.03	Multiple Originals; Electronic Signatures	16
SECTION 6.04	GOVERNING LAW	17

Term	Defined in Section
“2029 Notes Interest Payment Date”	2.05
“2029 Notes Record Date”	2.05
“2034 Notes Interest Payment Date”	2.05
“2034 Notes Record Date”	2.05
“Change of Control Offer”	5.01(a)
“Change of Control Payment”	5.01(a)
“Change of Control Payment Date”	5.01(b)(ii)

SIGNED and DELIVERED as a DEED by		/s/ Ken Faulkner
as duly authorised attorney of AERCAP IRELAND LIMITED		Ken Faulkner Attorney
in the presence of:
Signature of Witness:		/s/ Helen O’Brien
Name of Witness:		Helen O’Brien
Address of Witness:		Aviation House
		Shannon, Co. Clare V14 AN29, Ireland
Occupation of Witness:		Administrator

No. [ ]

$[   ]

---

Date:

Date of Exchange		Amount of decrease in Principal Amount of this Global Note		Amount of increase in Principal Amount of this Global Note		Principal Amount of this Global Note following such decrease or increase		Signature of authorized officer of Trustee or Custodian

---

2	This schedule should be included only if the Note is issued in Global Form.

1.

Indenture

.

Date of Exchange		Amount of decrease in Principal Amount of this Global Note		Amount of increase in Principal Amount of this Global Note		Principal Amount of this Global Note following such decrease or increase		Signature of authorized officer of Trustee or Custodian

---

4	This schedule should be included only if the Note is issued in Global Form.

Exhibit 5.2

ATTORNEYS • CIVIL LAW NOTARIES • TAX ADVISERS
Beethovenstraat 400 1082 PR  Amsterdam T  +31 20 71 71 000		Amsterdam, 10 September 2024
		AerCap Holdings N.V. AerCap House 65 St. Stephen’s Green Dublin D02 YX20 Ireland

a.

all documents reviewed by us as originals are complete and authentic and the signatures on these documents are the genuine signatures of the persons purported to have signed them, all documents reviewed by us as drafts of documents or as fax, photo or electronic copies of originals are in conformity with the executed originals and these originals are complete and authentic and the signatures on them are the genuine signatures of the persons purported to have signed them;

b.	if any signature under any document is an electronic signature (as opposed to a handwritten (“wet ink”) signature) only, the method used for signing is sufficiently reliable;

c.	no defects (gebreken) not appearing on the face of a Deed of Incorporation attach to the incorporation of any Company (kleven aan haar totstandkoming);

d.	(i) at all relevant times no regulations (reglement) have been adopted by any corporate body of any Company, other than the Board Regulations, and (ii) the Articles of Association of each Company are its articles of association currently in force. The Extracts support item (ii) of this assumption;

e.	the resolutions recorded in the Resolutions correctly reflect the resolutions of the managing board of each Company, and have not been amended, nullified, revoked, or declared null and void, and the factual statements made and the confirmations given in the Resolutions are complete and correct;

f.

each Power of Attorney (i) is in full force and effect, and (ii) under any applicable law other than Dutch law, validly authorises the person or persons purported to be granted power of attorney, to represent and bind the relevant Company vis-à-vis the other parties to any Opinion Document referred to therein and with regard to the transactions contemplated by and for the purposes stated in the Opinion Documents to which it is expressed to be a party;

g.	none of the opinions stated in this opinion letter will be affected by any foreign law; and

h.	the above assumptions were true and accurate at the times when the Resolutions and the Opinion Documents were signed.

1.

AerCap Holdings N.V. has been duly incorporated and is validly existing as a naamloze vennootschap (public company with limited liability) and AerCap Aviation Solutions B.V. has been duly incorporated and is validly existing as a besloten vennootschap met beperkte aansprakelijkheid (private company with limited liability).

2.	Each Company has the corporate power to enter into the Opinion Documents to which it is expressed to be a party, to grant the Guarantee and to perform its obligations under these Opinion Documents and the Guarantee.

3.	Each Company has duly authorised the entering into of the Opinion Documents to which it is expressed to be a party, the granting of the Guarantee and the performance of its obligations under these Opinion Documents and the Guarantee.

4.	Each Opinion Document has been validly signed on behalf of each Company expressed to be a party thereto.

A.

As Dutch lawyers we are not qualified or able to assess the true meaning and purport of the terms of the Opinion Documents under the applicable law and the obligations of the parties thereto, and we have made no investigation of that meaning and purport. Our review of the Opinion Documents and of any other documents subject or expressed to be subject to any law other than Dutch law has therefore been limited to the terms of these documents as they appear to us on their face.

B.	The information contained in the Extracts does not constitute conclusive evidence of the facts reflected in them.

C.

Pursuant to Article 2:7 DCC, any transaction entered into by a legal entity may be nullified by the legal entity itself or its liquidator in bankruptcy proceedings (curator) if the objects of that entity were transgressed by the transaction and the other party to the transaction knew or should have known this without independent investigation (wist of zonder eigen onderzoek moest weten). The Dutch Supreme Court (Hoge Raad der Nederlanden) has ruled that in determining whether the objects of a legal entity are transgressed, not only the description of the objects in that legal entity’s articles of association (statuten) is decisive, but all (relevant) circumstances must be taken into account, in particular whether the interests of the legal entity were served by the transaction. Based on the objects clauses contained in the Articles of Association, we have no reason to believe that by entering into the Opinion Documents to which the Companies are expressed to be parties, granting the Guarantee or performing their obligations thereunder, the Companies would transgress the descriptions of the objects contained in their Articles of Association. However, we cannot assess whether there are other relevant circumstances that must be taken into account, in particular whether the interests of the Companies are served by entering into the Opinion Documents to which they are expressed to be parties, granting the Guarantee or performing their obligations thereunder, since this is a matter of fact.

D.	The opinions expressed in this opinion letter may be limited or affected by:

a.

any applicable bankruptcy, insolvency, reorganisation, moratorium or other similar laws or procedures now or hereinafter in effect, relating to or affecting the enforcement or protection of creditors’ rights generally;

b.

the provisions of fraudulent preference and fraudulent conveyance (Actio Pauliana) and similar rights available in other jurisdictions to liquidators in bankruptcy proceedings or creditors;

c.

claims based on tort (onrechtmatige daad);

d.

sanctions and measures, including but not limited to those concerning export control, pursuant to European Union regulations, under the Sanctions Act 1977 (Sanctiewet 1977) or other legislation;

e.

the Anti-Boycott Regulation and related legislation; and

f.

any intervention, recovery or resolution measures by any regulatory or other authority or governmental body in relation to financial enterprises or their affiliated entities.

Yours faithfully,

/s/ NautaDutilh N.V.

NautaDutilh N.V.

“Anti-Boycott Regulation”	Regulation (EC) No 2271/96 on protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom
“Articles of Association”	a.          in relation to AerCap Holdings N.V., its articles of association (statuten) as they read after the execution of a deed of amendment dated 1 November 2021, which, according to the relevant Extract, was the last amendment to the articles of association of AerCap Holdings N.V.; and   b.          in relation to AerCap Aviation Solutions B.V., the articles of association (statuten) as contained in its Deed of Incorporation
“Board Regulations”	AerCap Holdings N.V. Rules for the Board of Directors, including its Committees dated as of 6 December 2023
“Commercial Register”	the Commercial Register held by the Dutch Chamber of Commerce (handelsregister gehouden door de Kamer van Koophandel)
“Companies”	a.          AerCap Holdings N.V., a naamloze vennootschap (public company with limited liability) registered with the Commercial Register under file number 34251954; and   b.          AerCap Aviation Solutions B.V., a besloten vennootschap met beperkte aansprakelijkheid (private limited liability company) registered with the Commercial Register under file number 55083617

“Corporate Documents”	the documents listed in Exhibit C (List of Corporate Documents)
“DCC”	the Dutch Civil Code (Burgerlijk Wetboek)
“Deed of Incorporation”	a.          in relation to AerCap Holdings N.V, its deed of incorporation (akte van oprichting) dated 10 July 2006; and   b.          in relation to AerCap Aviation Solutions B.V., its deed of incorporation (akte van oprichting) dated 10 April 2012
“Exhibit”	an exhibit to this opinion letter
“Extracts”	in relation to each Company, an extract from the Commercial Register with respect to that Company, dated the date of this opinion letter
“Guarantee”	the guarantee of the Notes by the Companies set forth in Article 10 (Guarantees) of the Indenture
“Indenture”	the indenture dated 29 October 2021, made between, inter alios, the Issuers, the Companies and the Trustee
“Issuers”	AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust
“the Netherlands”	the European territory of the Kingdom of the Netherlands and “Dutch” is in or from the Netherlands
“Ninth Supplemental Indenture”	the ninth supplemental indenture relating to the Notes, dated 10 September 2024, made between, inter alios, the Issuers, the Companies and the Trustee

“Notes”	the Issuers’ U.S. $ 1,300,000,000 4.625% Senior Notes due 2029 and U.S. $ 1,100,000,000 4.950% Senior Notes due 2034, under the Ninth Supplemental Indenture in the form of an exhibit thereto
“Opinion Documents”	the documents listed in Exhibit B (List of Opinion Documents)
“Powers of Attorney”	the powers of attorney as contained in the Resolutions, granted by the Companies in respect of, inter alia, the entering into the transactions contemplated by the Opinion Documents
“Prospectus Supplement”	the prospectus supplement in relation to the Notes, supplementing the prospectus forming part of the Registration Statement, dated 3 September 2024
“Registration Statement”	the registration statement of, inter alios, the Issuers and the Companies on Form F-3 under the Securities Act of 1933 of the United States, as amended, dated 19 October 2021
“Resolutions”	a.          in relation to AerCap Holdings N.V., the documents containing the resolutions of its board of directors (bestuur), dated 7 October 2021 and 12 June 2024; and   b.          in relation to AerCap Aviation Solutions B.V., the documents containing the resolutions of its managing board of directors (bestuur), dated 6 October 2021 and 29 August 2024
“Trustee”	The Bank of New York Mellon Trust Company, N.A.

1.	a pdf copy of the Indenture;

2.	a pdf copy of the Ninth Supplemental Indenture; and

3.	a pdf copy of the Prospectus Supplement.

Exhibit 5.3

HAM67897735.3		10 September 2024
The Addressee in Schedule 1 (Addressee) hereto (the “Addressee”)
Private and Confidential
AerCap Ireland Capital Designated Activity Company and AerCap Ireland Limited (each a “Company” and collectively the “Companies”)   U.S.$ 1,300,000,000 4.625% Senior Notes due 2029 and U.S.$ 1,100,000,000 4.950% Senior Notes due 2034

1.	Introduction

1.1

We have acted as Irish counsel to AerCap Ireland Capital Designated Activity Company (“AICD”) and AerCap Ireland Limited (“AIL”) in connection with the Documents (as defined below).  We have been requested to give an opinion in connection with certain Irish law aspects of the Documents (as defined below).

1.2	We are qualified to give this legal opinion (“Opinion”) under Irish law on the bases, under the assumptions, and subject to the reservations and qualifications set out below.

2.	Bases of Opinion

2.1

This Opinion speaks only as of its date.  We assume no obligation to update this Opinion at any time in the future nor to advise the Addressee of any change in law, change in the interpretation of law, or of any information which may come to our attention following the date of this Opinion, which might affect or alter the opinions set out herein.

2.2	For the purposes of giving this Opinion we have examined original, facsimile or electronic copies of:

(a)

the Preliminary Prospectus Supplement dated 3 September 2024 (to the Prospectus dated 19 October 2021, the “Prospectus”) (the “Preliminary Prospectus Supplement”) relating to the Transactions and the Final Prospectus Supplement dated 3 September 2024 relating to the Transaction (the “Final Prospectus Supplement”, together with the Preliminary Prospectus Supplement, the “Prospectus Supplement”);

(b)

the executed Documents;

(c)

a certificate of a director of each Company dated the date of this Opinion (the “Certificates”); and

(d)

results of the Searches (as defined below),

2.3	We have not examined:

(a)

any documents relating to the Transactions other than the Reviewed Documents, even where other documents are referred to in the Reviewed Documents; or

(b)

any other documents or other instruments affecting the Companies or any other person and any other corporate or other records of the Companies or any other person, other than as stated in this Opinion.

2.4	In this Opinion:

(a)

the CRO;

(b)

the Petitions Section of the Central Office of the High Court of Ireland; and

(c)

the Judgments Office of the Central Office of the High Court of Ireland;

2.5	All headings used in this Opinion are for ease of reference only and are to be disregarded in the construction of this Opinion.

2.6

Any reference to any legislation or legislative provision shall be deemed to refer to such legislation or legislative provision as the same has, as of the date of this Opinion, been amended, extended, consolidated, re-enacted or replaced.  Reference to any EU legislative provision shall be construed as encompassing, where relevant, reference to the same as it has been amended, replaced or consolidated at the date of this Opinion.

2.7	This Opinion (and any non-contractual dispute arising in connection with this Opinion) is governed by, and interpreted in accordance with, Irish law and is subject to the exclusive jurisdiction of the Courts.

2.8	This Opinion is limited to the matters expressly stated in this Opinion and does not extend, and is not to be read as extending by implication, to any other matter.  In particular:

(a)

save as expressly stated herein, we express no opinion on the effect, validity, or enforceability of or the creation or effectiveness of any document;

(b)

we express no opinion on the contractual terms of any document other than by reference to the legal character thereof under the laws of Ireland;

(c)

we have made no investigation of, and express no opinion on, the laws or regulations, or the effect on the Documents and the Transactions of the laws or regulations, of any country or jurisdiction other than Ireland (whether or not specific reference is made to any such law or regulation in any Document), and this Opinion is strictly limited to the laws of Ireland as in force on the date hereof and as currently applied or interpreted by the Courts (excluding any foreign law to which reference may be made under the rules of Irish private international law, statute or EU law);

(d)

we express no opinion on the laws of the EU as they affect any jurisdiction other than Ireland.  With respect to EU law, our opinion is solely based on Irish principles of construction and interpretation of EU law, and we have made no investigation of how any other principles of construction that may be applied in any jurisdiction other than Ireland may affect any matter set out in this Opinion;

(e)

we express no opinion on the implications of:

(i)

EU law requiring transposition by Member States, the date for the transposition of which by Member States has not yet occurred or which, although such date has occurred, has not yet been transposed by Ireland; or

(ii)

legislation which, although in force, is not publicly available at the time of issue of this Opinion;

(f)

we express no views or opinion on matters of fact or tax;

(g)

we express no opinion as to the existence or validity of, or the title of any person to, any assets which are or purport to be transferred or otherwise dealt with under the Documents or to the nature or effectiveness of any such transfer or as to whether such assets are capable of being so dealt with free of any equities or security rights or interests which may have been created in favour of any other person;

(h)

we express no opinion on the nature of any set-off or netting rights created or expressed to be created pursuant to the Documents or the Transactions;

(i)

we express no opinion on any Party, transaction or document other than as expressly provided for in this Opinion;

(j)

save as expressly stated herein, we express no opinion as to whether any Party is in compliance with any financial services regulatory or sanctions obligation binding upon such Party whether under any law, code of practice or otherwise; and

(k)

save as expressly stated herein, we express no opinion as to whether any Party is in compliance with any obligation binding on it pursuant to any Data Protection Law.

2.9

This Opinion is given solely for the purpose of the Registration Statement and, save as set out in this Clause 2.9, may not be disclosed without our prior written consent.  The contents of this Opinion may be disclosed by the Addressee, without our prior written consent, to a banking or other regulatory or supervisory authority in its capacity as a regulator of the Addressee and such disclosure may only be made on the strict understanding that:

(a)

it is for the purposes of information only;

(b)

we assume no responsibility or liability to any such person as a result or otherwise;

(c)

this Opinion is to be kept confidential by any such person; and

(d)

none of such persons may rely on this Opinion for their own benefit or for that of any other person.

2.10

We consent to the filing of this opinion as an exhibit to the Report on Form 6-K filed by AerCap Holdings N.V., on 10 September 2024 and incorporated by reference into the Registration Statement.  We also consent to the reference to us under the caption “Legal Matters” in the Prospectus Supplement.  In giving this consent, we do not admit that or express any views on whether we are within the category of persons whose consent is required under the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder nor shall we incur any liability solely as a result of the public filing of this Opinion with the SEC.  Except as provided in paragraph 2.9 and in this paragraph 2.10, this opinion may not be (in whole or in part) used, copied, circulated or relied upon by any party or for any other purpose without our prior written consent.

2.11

Our responsibility to the Addressee in connection with this Opinion is strictly limited to the express terms of this Opinion.  We have not otherwise advised the Addressee on, or acted for the Addressee in relation to, the Documents.  We owe the Addressee no fiduciary duty, nor are we in a lawyer/client relationship with them, in connection with this Opinion.  We expressly reserve the right to represent our client in relation to any matters affecting the Documents or the Transaction at any time in the future and the fact that we have provided this Opinion to the Addressee shall not be deemed to have caused us to have any conflict of interest in relation to the giving of any such advice.

3.

Opinion

(a)

the bases of opinion set out in section 2 (Bases of Opinion) above;

(b)

the assumptions and reservations set out in sections 4 (Assumptions) and 5 (Reservations and Qualifications), respectively, below; and

(c)

any matters or documents not disclosed to us,

3.1	Corporate status

3.2	Legal capacity

3.3	Corporate authorisation

3.4	Due execution

4.	Assumptions

(a)

the genuineness of any signatures and seals upon all original documents of any kind examined by us and upon the original of any copy, facsimile or electronic copy document examined by us and that, in the case of any signature that purports to have been witnessed, the witness was physically present to witness such signature;

(b)

the authenticity of all documents sent to us as originals;

(c)

that all documents requiring to be delivered pursuant to any applicable law have been delivered;

(d)

the completeness and conformity to the originals of all copy, facsimile or electronic copy documents of any kind furnished to us;

(e)

that, where incomplete documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, the originals of such documents correspond in all respects with the last draft of the complete document submitted to us;

(f)

that where a “black or redlined” version of a document has been sent to us for the purpose of identifying changes to a previous draft, such “black or redlined” version accurately reflects all changes made to the previous draft submitted to us;

(g)

that the Documents and the Transactions have been entered into for bona fide commercial purposes, on arm’s length terms and for the corporate benefit of each Party thereto;

(h)

the accuracy and completeness of the results of the Searches, that the information disclosed by the Searches was up to date and that the information contained in the Searches has not, since the date and time the Searches were made, been altered and that there was no information which had been delivered for registration or filing that did not appear in the relevant records or files at the time the Searches were made;

(i)

the accuracy and completeness of the statements contained in each Certificate and of the documents attached to each Certificate as at the date of the relevant Certificate and on the date of this Opinion and that no further investigation or diligence whatsoever in respect of any matter referred to, or the statements made, in the Certificates (or in the attachments thereto) is required of us by the Addressee;

(j)

as a matter of all relevant laws (other than, insofar as such laws apply to the matters expressly covered by this Opinion, the laws of Ireland):

(i)

all obligations under the Documents will, upon execution and, where relevant, delivery thereof, be valid, legally binding upon, and enforceable against, the Parties thereto;

(ii)

words and phrases used therein have the same meaning and effect as they would if the Documents were governed by Irish law;

(iii)

the choice of governing law(s) is bona fide and valid and there are no grounds for avoiding it based on public policy;

(iv)

all consents, approvals, notices, filings, recordations, publications, registrations and other steps necessary or desirable in order to permit the execution, delivery (where relevant) or performance of the Documents or to perfect, protect or preserve any of the interests created by the Documents, have been obtained, made or done, or will be obtained, made or done, within any relevant permitted period(s); and

(v)

the legal effect of the Documents, and the matters expressed to be effected thereby, as set out in the Documents, and the creation of any security or other interest in any assets the subject thereof, will, upon execution and, where relevant, delivery of the Documents, be effective.

(A)

the laws of the jurisdiction of incorporation of each Party and each jurisdiction through which each Party acts for the purposes thereof;

(B)

its applicable governing law; and

(C)

the lex situs and, if different, the law governing the creation of the assets which are, or purport to be, dealt with under such Document;

(k)

that there are no provisions of the laws of any jurisdiction outside Ireland which are or will be applicable to the Documents which would be contravened by, or are inconsistent with, the execution, performance or delivery of the Documents and that none of the opinions expressed above will be affected by the laws (including the public policy) of any jurisdiction outside Ireland;

(l)

insofar as any obligation or right of a Party pursuant to the Documents falls or will fall to be performed or, as the case may be, exercised in any jurisdiction outside Ireland, that its performance or, as the case may be, exercise will not be illegal or ineffective by virtue of the laws of that jurisdiction;

(m)

that:

(i)

each Party to the Documents (other than the Companies in relation to matters expressly covered by this Opinion):

(A)

has been duly incorporated or established;

(B)

is validly existing;

(C)

has the necessary power, authority and capacity to take the benefit of the Documents expressed or intended to be for that Party’s benefit, and to perform its obligations under the Documents to which it is a party,

(ii)

each Party has complied with and will comply with all the laws and regulations applicable to the Transactions in any jurisdiction (other than Ireland insofar as such laws and regulations apply to the matters expressly covered in this Opinion) and has obtained all governmental and other consents, licences and approvals required for the execution, delivery and performance thereof by the laws of the jurisdiction (other than Ireland insofar as such consents, licences and approvals apply to the matters expressly covered by this Opinion) under which the same is to be performed (including such filing, registration, recording or enrolling of the Documents in any such jurisdiction as may be required to ensure the legality, validity, enforceability or admissibility in evidence thereof);

(n)

all necessary corporate and shareholder action has been duly and correctly taken by each Party (other than the Companies) to authorise its entry into, delivery and execution of the Documents to which it is a party and to perform its obligations thereunder;

(o)

that the Documents have been or (as the case may be) will be (other than in the case of the Companies) duly executed by a person or persons duly authorised to do so on behalf of, and, as necessary, so delivered by, each of the parties thereto in accordance with its constitutional documents and the laws of the jurisdiction under which it is incorporated or otherwise constituted;

(p)

other than the Trustee acting in its capacity as such, each Party acts and shall act as principal and not as agent or in any other capacity whatsoever, fiduciary or otherwise and shall be personally liable as regards the obligations expressed to be owing by it and shall be the beneficial owner of obligations expressed in the Documents to be owed to it;

(q)

no Party has notice of any prohibition or restriction on the creation, execution or performance of the Documents and there are no contractual or similar restrictions binding on any of the Parties which would affect the conclusions in this Opinion;

(r)

that there are no agreements or arrangements in existence between the Parties (or any of them) to a Document which in any way amend, add to or vary the terms of the Document or the respective rights or interests of the Parties thereto;

(s)

no Party is (or, as the case may be, was) at the date of execution or the effective date of the Documents, or will as a result of the Transactions, become insolvent or unable to pay its debts or deemed to be so under the Companies Act or any other applicable statutory provision, regulation or law;

(t)

any determination or calculation (including for the purposes of currency conversion) made under the Documents will be made in good faith and in a commercially reasonable manner and will produce a commercially reasonable result;

(u)

that the Transactions and other matters contemplated under, or otherwise in connection with, the Documents are not and will not be affected or prohibited by:

(i)

any restrictions arising from EU Regulations having direct effect in Ireland, or by orders made by the Minister for Finance under the Financial Transfers Act 1992, the Criminal Justice (Terrorist Offences) Acts 2005 and 2015 or the European Communities Acts 1972 to 2012.  At the date of this Opinion they include restrictions on financial transfers involving residents of certain countries and certain named individuals and entities arising from the implementation in Ireland of United Nations and EU sanctions; or

(ii)

any directions or orders made under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021; or

(iii)

any exchange control restrictions of any member of the International Monetary Fund that are maintained or imposed consistently with the Articles of Agreement of the International Monetary Fund;

(v)

that section 238 (Substantial transactions in respect of non-cash assets and involving directors etc.) and section 239 (Prohibition of loans, etc., to directors and connected persons) of the Companies Act have no application to any Document or the Transactions;

(w)

that Holdings is and will at all times be the ultimate holding company (within the meaning of section 8 (Definitions of “holding company”, “wholly owned subsidiary” and “group of companies”) of the Companies Act) of each of the Companies and accordingly, each of Holdings, AICD and AIL is and will at all times be members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of the Companies Act;

(x)

in considering the application of the Insurance Acts to the Documents, that the Companies have not received nor will they receive any remuneration in connection with any guarantee, indemnity or similar payment obligation given or incurred by either Company under the terms of the Documents;

(y)

any offer or sale of the Notes in Ireland will comply with the requirements referred to in paragraphs 5.22, 5.23 and 5.24 below;

(z)

none of the parties to the Documents have taken or will take any action that has, or might reasonably be expected to, violate any applicable market abuse or other securities laws of any jurisdiction (including, in the case of Ireland, the provisions of the Central Bank (Investment Market Conduct) Rules 2019, the Market Abuse Regulation (EU 596/2014), the Market Abuse Directive (2014/57/EU), the European Union (Market Abuse) Regulations 2016, any rules made by the Central Bank of Ireland pursuant thereto and any rules issued under section 1370 of the Companies Act by the Central Bank of Ireland);

(aa)

any admission to trading or listing (or any application made therefor) of the Notes (or interests in them) on any market, whether a regulated market or not, in Ireland or elsewhere (and including the Global Exchange Market of the Irish Stock Exchange plc, trading as Euronext Dublin) will be for the purposes of any of paragraphs (a) to (e) of section 68(3) of the Companies Act.  In that regard, we understand that the Notes will have a minimum denomination of at least €100,000 or its equivalent in another currency (including US dollars);

(bb)

that the Notes have minimum denominations in excess of €100,000 or its equivalent in another currency (including US dollars) and are executed, authenticated and issued by AICD, as Irish issuer, and AGAT, as US issuer;

(cc)

that, save pursuant to the Final Prospectus Supplement in the case of the Preliminary Prospectus Supplement, neither the Preliminary Prospectus Supplement nor the Final Prospectus Supplement has been amended, modified or terminated in any way since the date on which it was filed with the SEC;

(dd)

the truth, accuracy and completeness of all representations as to matters of fact in the Documents and any other representation, certificate and information given to us by or on behalf of any Party (including the Companies) in reply to any queries which we have considered necessary for the purpose of giving this Opinion;

(ee)

the entry by the Parties into the Documents and the performance by them of the Transactions will not infringe the terms of, or constitute a default under, any trust deed, debenture, agreement or other instrument or obligation to which any Party is party or by which any of any Party’s property, undertaking, assets or revenues are bound;

(ff)

that there are no escrow arrangements or other agreements of a similar type in place in relation to the Documents;

(gg)

that any applicable financial services regulatory requirements have been complied with;

(hh)

any electronic signature inserted on a Reviewed Document was inserted by the relevant signatory for the purpose of signing and authenticating the relevant Reviewed Document; and

(ii)

each Party to a Document signed electronically on behalf of any Party has consented to that Party’s execution by way of electronic signature.

5.	Reservations and Qualifications

5.1	Notwithstanding any provision in a Document to the contrary, a Document may be capable of being amended by oral agreement or conduct of the Parties.

5.2

Provisions in a Document imposing additional obligations in the event of breach or default, or of payment or repayment being made other than on an agreed date, may be unenforceable to the extent that they are subsequently adjudicated to be penal in nature.  The fact that any payment is held to be penal in nature would not, of itself, prejudice the legality or validity of any other provision contained in a Document which does not provide for the making of such payment.

5.3

Provisions in a Document that determinations, calculations, certifications or acknowledgements are to be conclusive and binding will not necessarily prevent judicial enquiry by the Courts into the merits of any claim by a party claiming to be aggrieved by such determinations, calculations, certifications or acknowledgements; nor do such provisions exclude the possibility of such determinations, calculations, certifications or acknowledgements being amended by order of the Courts.

5.4

To the extent that a Document vests a discretion in any party, or provides for any party determining any matter in its opinion, the exercise of such discretion and the manner in which such opinion is formed and the grounds on which it is based may be the subject of a judicial enquiry and review by the Courts.

5.5	Provisions of a Document providing for severance of provisions due to illegality, invalidity or unenforceability thereof may not be effective, depending on the nature of the illegality, invalidity or unenforceability in question.

5.6	The effectiveness of terms of a Document exculpating a party from a liability, obligation or duty otherwise owed is limited by law (including, insofar as the liability of trustees is concerned, by section 422 (Liability of trustees for debenture holders) of the Companies Act).

5.7	A person who is not a party to a Document may not be able to enforce any provision thereof which is expressed to be for the benefit of that person.

5.8

The obligations of the Company and each other Party under the Documents are subject to all laws relating to insolvency, bankruptcy, liquidation, receivership, reorganisation, moratorium, examinership, rescue process, trust schemes, preferential creditors, fraudulent disposition, improper transfer, unfair preference, stabilisation, resolution and other similar or applicable laws or regulations relating to or affecting creditors’ rights generally.

5.9

We draw your attention to the fact that the Companies Act provides that a beneficiary (the “beneficiary”) of a guarantee, indemnity or other similar arrangement (the “guarantee”) in respect of the debt of a company to which an examiner has been appointed, may not enforce the guarantee in respect of that liability (even after expiry of the court protection period) unless the beneficiary has, within the periods set out in section 549 of the Companies Act, served notice on the guarantor offering to transfer to the guarantor any rights, so far as they relate to the debt, which the beneficiary may have under section 540 (Consideration by members and creditors of proposals) of the Companies Act to vote in respect of proposals for a compromise or scheme of arrangement in relation to the company.  This rule will not apply if:

(a)

the guarantor is a company to which an examiner has been appointed; or

(b)

both:

(i)

a compromise or scheme of arrangement in relation to the company is not entered into or does not take effect under section 542(3) of the Companies Act; and

(ii)

the beneficiary has obtained the leave of the Irish High Court to enforce the guarantee.

5.10

The description of obligations as “enforceable” or “binding” refers to the legal character of the obligations in question.  It implies no more than that they are of a character which Irish law recognises and enforces.  It does not mean that a Document will be binding or enforced in all circumstances or that any particular remedy will be available.  Equitable remedies, such as specific performance and injunctive relief, are at the discretion of the Courts and may not be available to persons seeking to enforce provisions of a Document.  Furthermore, the Courts may not allow acceleration of obligations under a Document where an event of default occurs that is considered immaterial.  More generally, in any proceedings to enforce a Document, the Courts may require that the Party seeking enforcement acts with reasonableness and good faith.  Enforcement of a Document may also be limited as a result of (i) the provisions of Irish law applicable to contracts held to have become frustrated by events happening after their execution, or (ii) any breach of the terms of a Document by the Party seeking to enforce the same, or (iii) any applicable regulatory obligation binding on any person whether under any law, code of practice or otherwise.

5.11	Where an obligation is to be performed outside Ireland under a Document, it may not be enforceable in Ireland to the extent that performance would be illegal or contrary to public policy under the laws of that jurisdiction.

5.12

Any judgment of the Courts for moneys due under a Document may be expressed in a currency other than euro but the order may issue out of the Central Office of the High Court expressed in euro by reference to the official rate of exchange prevailing at or shortly before the date of judgment.  In addition, in a winding-up in Ireland of an Irish incorporated company, all foreign currency claims must be converted into euro for the purposes of proof.  The rate of exchange to be used to convert foreign currency debts into euro for the purposes of proof in a winding-up is the spot rate as of, in the case of a compulsory winding-up, either the date of commencement of the winding-up (presentation of the petition for winding-up or earlier resolution for winding-up) or of the winding-up order and, in the case of a voluntary winding-up, on the date of the relevant winding-up resolution.

5.13	A Court may refuse to give effect to a purported contractual obligation to pay costs arising from unsuccessful litigation brought against a party and may not award by way of costs all of the expenditure incurred by a successful litigator in proceedings before that Court.

5.14	Claims against any Party may be or become the subject of set-off or counterclaim and any waiver of those or other defences available to each Party may not be enforceable in all circumstances.

5.15	Currency indemnities contained in the Documents may not be enforceable in all circumstances.

5.16	Enforcement of a Document will be limited by any contractual restrictions contained therein or applying thereto.

5.17

We draw your attention to the decision in the English case of R (on the application of Mercury Tax Group Ltd) v. Revenue and Customs Commissioners [2008] EWHC 2721.  Although this decision is not binding on the Courts it may be considered as persuasive authority in any proceedings before the Courts.  One of the decisions in that case would appear to indicate that a previously executed signature page from one document may not be transferred to another document:  (i) at all, in the case of a deed and (ii) unless appropriate authorisation has been given, in the case of a simple contract.  Our Opinion is qualified by reference to the above referenced decision.

5.18	Claims against any Party may become barred under relevant statutes of limitation if not pursued within the time limited by such statutes.

5.19	No opinion is expressed on the irrevocability of, or the enforceability of the delegation of, any power of attorney under the Documents.

5.20

The Courts have power to stay an action where proceedings are pending before a court of a jurisdiction that is not an EU Member State (“Other Court”) involving the same cause of action and between the same parties, or which it determines is a related action, so that it is expedient that both actions be heard and determined together to avoid the risk of irreconcilable judgments, if:

(a)

it is expected that the Other Court will give a judgment capable of recognition and, where applicable, of enforcement in Ireland; and

(b)

the Courts are satisfied that a stay is necessary for the proper administration of justice,

5.21	It should be noted that:

(a)

the search in the CRO is not capable of revealing whether or not a winding-up petition or petition for the appointment of an examiner has been presented, or whether a resolution for the appointment of a process advisor has been passed.  Notice of a winding-up order made, notice of a resolution passed or of a petition presented for winding-up or for the appointment of an examiner or a process advisor, or notice of a receiver or examiner or process advisor appointed may not be filed with the CRO immediately; and

(b)

searches have not been undertaken in any office of the Circuit Court notwithstanding that the Circuit Court has jurisdiction with respect to the examinership of certain companies.

5.22

The underwriting or placement of the Notes in or involving Ireland by an Addressee or another person must be in conformity with the provisions of the Companies Act, the European Union (Markets in Financial Instruments) Regulations 2017, Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No. 648/2012 and all implementing measures, delegated acts and guidance in respect thereof, and the provisions of the Investor Compensation Act 1998.

5.23

An offer of the Notes to the public in Ireland or seeking their admission to trading on a regulated market situated or operating in Ireland by an Addressee or another person must be in conformity with the provisions of Regulation (EU) 2017/1129 of the European Parliament and of the Council, the European Union (Prospectus) Regulations 2019, the Central Bank (Investment Market Conduct) Rules 2019 and any other rules issued under section 1363 of the Companies Act by the Central Bank of Ireland.

5.24

To the extent they may apply, underwriting, placing or otherwise acting in Ireland in respect of the Notes by an Addressee or another person must be in conformity with the provisions of the Market Abuse Regulation (EU 596/2014) and the Market Abuse Directive (2014/57/EU) and transposing legislation, including the European Union (Market Abuse) Regulations 2016, and any rules issued under section 1370 of the Companies Act by the Central Bank of Ireland, the Companies Act, the Central Bank Acts 1942 to 2018 and any codes of conduct rules made under section 117(1) of the Central Bank Act 1989.

5.25	We have not been responsible for verifying or investigating the accuracy of the facts, including statements of foreign law, or the reasonableness of any statement of opinion contained in the Prospectus Supplement or that no material facts have been omitted therefrom.

5.26

The electronic signature of documents in Ireland is governed by both the E-Commerce Act and the eIDAS Regulation.  For the purposes of our opinion at paragraph 3.4 (Due execution), we have considered whether any relevant electronic signature meets the requirements to be an “electronic signature” within the meaning of the  E-Commerce Act and the eIDAS Regulation.  In this regard we note that Article 25(2) of the eIDAS Regulation provides that a “…qualified electronic signature shall have the equivalent legal effect of a handwritten signature.”  It is our view that Article 25(2) of the eIDAS Regulation is facilitative rather than mandatory and that it does not preclude the use of an electronic signature that does not constitute a qualified electronic signature to execute a document.

(a)

“…the creation, execution, amendment, variation or revocation of a trust”; and

(b)

“…the manner in which an interest in real property (including a leasehold interest in such property) may be created, acquired, disposed of or registered, other than contracts (whether or not under seal) for the creation, acquisition or disposal of such interests”.

Yours faithfully

/s/ McCann FitzGerald LLP

McCann FitzGerald LLP

1.

Ninth Supplemental Indenture dated 10 September 2024 among AICD, as Irish issuer, AGAT, as U.S. issuer, and Holdings, AerCap Aviation Solutions B.V., AIL, AerCap US Global Aviation LLC, International Lease Finance Corporation and the Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”);

2.

Underwriting Agreement dated 3 September 2024 among AICD, AGAT, Holdings, AerCap Aviation Solutions B.V., AIL, International Lease Finance Corporation, AerCap US Global Aviation LLC, RBC Capital Markets LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., HSBC Securities (USA) Inc., Fifth Third Securities, Inc and SG Americas Securities, LLC for themselves and as representatives of the several underwriters listed in Schedule I thereto; and

3.	Global Notes issued by AICD, as Irish issuer, and AGAT, as U.S. issuer, pursuant to the Indenture, in respect of U.S.$1,300,000,000 4.625% Senior Notes due 2029 and U.S.$1,100,000,000 4.950% Senior Notes due 2034.