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EXHIBIT 8.3
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MOURANT DU FEU & JEUNE
ADVOCATES, SOLICITORS AND NOTARIES PUBLIC PO Box 87 Tel: 01534 609000
22 Grenville Street Fax: 01534 609333
St Helier International
Jersey JE4 8PX Tel: +44 1534 609000
Channel Islands Fax: +44 1534 609333
www.mourant.com
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AerCo Limited
22 Grenville Street
St Helier
Jersey
JE4 8PX
Channel Islands
7 December 2000
Our ref: 0620/ifd/21944/1/1421846
Dear Sirs,
AERCO LIMITED
We have acted as Jersey tax counsel for AerCo Limited (the "COMPANY") a public
limited liability company formed under the laws of Jersey in connection with the
filing by the Company with the Securities and Exchange Commission of a
Registration Statement on Form F-4 (the "REGISTRATION STATEMENT") registering
Subclass A-3 Notes, Subclass A-4 Notes, Subclass B-2 Notes and Subclass C-2
Notes (collectively, the "NEW NOTES") to be issued by the Company pursuant to an
Indenture entered into between the Company and Bankers Trust Company, as trustee
(the "TRUSTEE") on July 15, 1998 as supplemented by Supplement No. 1 thereto
entered into between the Company and the Trustee on July 17, 2000 (as so
supplemented, the "INDENTURE"). The New Notes will be issued in connection with
the Exchange Offer (as defined in the Registration Statement) being made by the
Company.
Assuming proper execution of the Indenture and proper issue of the New Notes in
the form filed as part of an exhibit to the Registration Statement we hereby
confirm that the statements set forth in the prospectus (the "PROSPECTUS")
forming a part of the Registration Statement under the heading " TAX
CONSIDERATIONS - Certain Jersey Tax Considerations", to the extent that they
constitute matters of law, accurately describe the material Jersey tax
consequences to holders of the New Notes.
A R Binnington, E A Breen, J A J Chapman, C E Coutanche (Senior Partner),
J D P Crill, C L I Davies, N C Davies, E C Devenport, S M Gould, T J Herbert,
R A Hickling, I C James, R F V Jeune (Managing Partner), B H Lacey, W Malorey,
J A Richomme, M R Scott, J P Speck, A J R Syvret, J C Walker, D R Wilson
Associates: N J D Chapman, C R Deacon, M I Guillaume, N M Hamel, G A Pollano,
N J Weston Consultants: K S Baker, R R Jeune C B E, P de C Mourant
MOURANT DU FEU & JEUNE LONDON: 35 NEW BRIDGE STREET, BLACKFRIARS, LONDON
EC4V 6BW TEL: +44 20 7332 6161 FAX: +44 20 7332 6199
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We know that we are referred to under the headings "TAX CONSIDERATIONS - Certain
Jersey Tax Considerations", "RISK FACTORS - Certain Income Tax Risks" and "LEGAL
MATTERS" in the Prospectus forming a part of the Registration Statement, and we
hereby consent to such use of our name therein and to the use of this opinion
for filing with the Registration Statement as Exhibit 8.4 thereto.
Yours faithfully,
/s/ MOURANT DU FEU & JEUNE
MOURANT DU FEU & JEUNE
