November 6, 2000
412,190-009
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Re: $250,000,000 Aggregate Principal Amount of
6-3/4% Rate Notes due November 3, 2003 of
International Lease Finance Corporation
(the "Notes")
___________________________________________
Ladies and Gentlemen:
We have acted as your counsel in connection with the
issuance and sale 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 U.S. Bank 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 Notes
are executed and authenticated in accordance with the Indenture
and upon payment for and delivery of the Notes in accordance with
the terms of the Underwriting Agreement, dated November 1, 2000,
between the Company 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
November 1, 2000.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
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