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EXHIBIT 5.1
[O'MELVENY & MYERS LLP LETTERHEAD]
January 3, 2001
International Lease Finance Corporation
1999 Avenue of the Stars, Suite 3900
Los Angeles, California 90067
Re: $2.0 Billion Aggregate Principal Amount of Debt Securities of
International Lease Finance Corporation
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") to be filed by International Lease Finance
Corporation (the "Company") with the Securities and Exchange Commission in
connection with the registration of $2.0 billion aggregate principal amount of
Debt Securities (the "Securities"). We have examined the indenture (the
"Indenture"), dated as of November 1, 2000, between the Company and The Bank of
New York, as trustee (the "Trustee"), under which the Securities are to be
issued. We are familiar with the proceedings heretofore taken by the Company in
connection with the authorization, registration, issuance and sale of the
Securities.
Subject to the proposed additional proceedings being taken as
contemplated by the Indenture, including the due authorization of the specific
terms of a series of Securities by the Company, prior to the issuance and sale
of the Securities, and the execution, delivery and authentication of the
Securities, it is our opinion that the Securities will, upon the issuance and
sale thereof in the manner referred to in the Registration Statement and the
Indenture, constitute 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
relating to or affecting creditors' rights generally (including, without
limitation, fraudulent conveyance laws), and by 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 consent to the use of this opinion as an exhibit to the Registration
Statement. We also consent to the reference to us under the heading "Legal
Matters" in the prospectus constituting part of the Registration Statement.
Respectfully submitted,
O'MELVENY & MYERS LLP
