Exhibit 5.1
Logan Tiari
+1 213 561 3207
ltiari@cooley.com
November 29, 2023
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067
Re: |
C$500,000,000 Aggregate Principal Amount of 5.400% Medium-Term Notes, Series A, due
June 1, 2028 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 C$500,000,000 aggregate principal amount of the Companys 5.400% Medium-Term Notes, Series A, due June 1, 2028 (the Notes), pursuant to a Terms Agreement, dated as of November 20,
2023 (the Terms Agreement), by and among the Company and the several underwriters identified as such in the Terms Agreement, each acting severally and not jointly, as purchasers. The Company has previously entered into the
Distribution Agreement, dated May 7, 2021 (the Distribution Agreement), with the agents named on the signature pages thereof in connection with the offering of up to U.S. $15,000,000,000 (or the equivalent, based on
the applicable exchange rate at the time of issuance, in such foreign currencies as the Company shall designate at the time of issuance) in an aggregate principal amount of the Companys Medium-Term Notes, Series A. The Notes constitute a
tranche of a series of the debt securities registered on the Registration Statement on Form S-3 (File No. 333-255862), filed by the Company with the Securities and
Exchange Commission (the Commission) on May 7, 2021 (the Registration Statement), and are being issued pursuant to (a) the Registration Statement, (b) the prospectus, dated
May 7, 2021, included in the Registration Statement, (c) the prospectus supplement, dated May 7, 2021, and filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act), and
(d) the pricing supplement, dated November 20, 2023 (the Pricing Supplement) and filed pursuant to Rule 424(b) under the Securities Act. The Notes are being issued pursuant to that certain Indenture, dated as of
November 20, 2018 (the Base Indenture), between the Company and Deutsche Bank Trust Company Americas, as trustee (the Trustee), as supplemented by the Officers Certificate,
dated December 5, 2022 (the Officers Certificate), delivered by the Company to the Trustee pursuant to the Base Indenture, the Company Request, dated December 5, 2022 (the
Company Request), delivered by the Company to the Trustee pursuant to the Base Indenture and the Officers Certificate and the request for authentication and delivery of the Notes, dated November 29, 2023 (the
Authentication and Delivery Order and, together with the Base Indenture, the Officers Certificate and the Company Request, the Indenture), delivered to the Trustee pursuant to the Base
Indenture, the Officers Certificate and the Company Request.
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Indenture, the Notes, the Distribution Agreement, the Terms Agreement, the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and originals or
copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As to relevant factual matters, we
have relied upon a certificate of an officer of the Company and have not independently verified such matters.
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