Exhibit 5.1
Logan Tiari
+1 213 561 3207
ltiari@cooley.com
January 24, 2024
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067
Re: |
$500,000,000 Aggregate Principal Amount of 5.100% Medium-Term Notes, Series A, due
March 1, 2029 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 U.S. $500,000,000 aggregate principal amount of the Companys 5.100% Medium-Term Notes, Series A, due March 1, 2029 (the Notes), pursuant to a Terms Agreement, dated as of
January 17, 2024 (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 January 17, 2024 (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
January 24, 2024 (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.
Cooley
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