September 25, 2000
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Re: Increase to $1,075,000,000 in Aggregate
Principal Amount of Medium-Term Notes,
Series K of International Lease Finance
Corporation (the "Notes")
Ladies and Gentlemen:
We have acted as your counsel in connection with the
issuance and sale from time to time of the Notes. The Notes
constitute a series of the Debt Securities registered on a
Registration Statement on Form S-3 (File No. 333-74095) (the
"Registration Statement"), filed by International Lease Finance
Corporation (the "Company") under the Securities Act of 1933, as
amended. The Notes are being issued under an Indenture, dated as
of November 1, 1991 (the "Indenture"), between the Company and
First Trust National Association (successor to Continental Bank,
National Association), as Trustee.
On the basis of our consideration of such questions of law
as we have deemed relevant in the circumstances, we are of the
opinion, subject to the assumptions and limitations set forth
herein, that the Notes have been duly authorized by all necessary
corporate action on the part of the Company and when the final
terms of a particular Note and of its issuance and sale have been
duly established in conformity with the Indenture, and when such
Note has been duly executed, authenticated and issued in
accordance with the provisions of the Indenture and upon payment
for and delivery of the Notes in accordance with the terms of the
Distribution Agreement, dated March 19, 1999, as amended through
September 25, 2000, among the Company and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith
Barney Inc., Morgan Stanley & Co. Incorporated, Chase Securities
Inc., Banc of America Securities LLC (formerly NationsBanc
Montgomery Securities LLC), Goldman, Sachs & Co. and Lehman
Brothers Inc., will be legally valid and binding obligations of
the Company, enforceable against the Company in accordance with
their terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors'
rights generally (including, without limitation, fraudulent
conveyance laws), and except that the enforceability of the Notes
is subject to the effect of 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 in equity or at
law.
We have, with your approval, assumed that the certificates
for the Notes will conform to the forms thereof examined by us,
that the signatures on all documents examined by us are genuine,
that all items submitted as originals are authentic, and that all
items submitted as copies conform to the originals, assumptions
which we have not independently verified.
We consent to the incorporation by reference of this opinion
in the Company's Current Report on Form 8-K, event date September
25, 2000.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
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