Rotterdam, 2 July 2020

AerCap Holdings N.V.

AerCap House

65 St. Stephen’s Green

Dublin D02 YX20

Ireland

all documents reviewed by us as originals are complete and authentic and the signatures on these documents are the genuine signatures of the persons purported to have signed them, all documents reviewed by us as drafts of documents or as fax, photo or electronic copies of originals are in conformity with the executed originals and these originals are complete and authentic and the signatures on them are the genuine signatures of the persons purported to have signed them;

no defects (gebreken) not appearing on the face of a Deed of Incorporation attach to the incorporation of any Company (kleven aan haar totstandkoming);

(i) at all relevant times no regulations (reglement) have been adopted by any corporate body of any Company, other than the Board Regulations, and (ii) the Articles of Association of each Company are its articles of association currently in force. The Extracts support this assumption;

the resolutions recorded in the Resolutions correctly reflect the resolutions of the managing board of each Company, and have not been amended, nullified, revoked, or declared null and void, and the factual statements made and the confirmations given in the Resolutions are complete and correct;

each Power of Attorney (i) is in full force and effect, and (ii) under any applicable law other than Netherlands law, validly authorises the person or persons purported to be granted power of attorney, to represent and bind the relevant Company vis-à-vis the other parties to any Opinion Document referred to therein and with regard to the transactions contemplated by and for the purposes stated in the Opinion Documents to which it is expressed to be a party;

none of the opinions stated in this opinion letter will be affected by any foreign law; and

the above assumptions were true and accurate at the times when the Resolutions and the Opinion Documents were signed.

AerCap Holdings N.V. has been duly incorporated and is validly existing as a naamloze vennootschap (public company with limited liability) and AerCap Aviation Solutions B.V. has been duly incorporated and is validly existing as a besloten vennootschap met beperkte aansprakelijkheid (private company with limited liability).

Each Company has the corporate power to enter into the Opinion Documents to which it is expressed to be a party, to grant the Guarantee and to perform its obligations under these Opinion Documents and the Guarantee.

Each Company has duly authorised the entering into of the Opinion Documents to which it is expressed to be a party, the granting of the Guarantee and the performance of its obligations under these Opinion Documents and the Guarantee.

Each Opinion Document has been validly signed on behalf of each Company expressed to be a party thereto.

As Netherlands lawyers we are not qualified or able to assess the true meaning and purport of the terms of the Opinion Documents under the applicable law and the obligations of the parties thereto, and we have made no investigation of that meaning and purport. Our review of the Opinion Documents and of any other documents subject or expressed to be subject to any law other than Netherlands law has therefore been limited to the terms of these documents as they appear to us on their face.

The information contained in the Extracts does not constitute conclusive evidence of the facts reflected in them.

Pursuant to Article 2:7 NCC, any transaction entered into by a legal entity may be nullified by the legal entity itself or its liquidator in bankruptcy proceedings (curator) if the objects of that entity were transgressed by the transaction and the other party to the transaction knew or should have known this without independent investigation (wist of zonder eigen onderzoek moest weten). The Netherlands Supreme Court (Hoge Raad der Nederlanden) has ruled that in determining whether the objects of a legal entity are transgressed, not only the description of the objects in that legal entity’s articles of association (statuten) is decisive, but all (relevant) circumstances must be taken into account, in particular whether the interests of the legal entity were served by the transaction. Based on the objects clause contained in the Articles of Association, we have no reason to believe that by entering into the Opinion Documents to which the Companies are expressed to be parties, granting the Guarantee or performing their obligations thereunder, the Companies would transgress the description of the objects contained in their Articles of Association. However, we cannot assess whether there are other relevant circumstances that must be taken into account, in particular whether the interests of the Companies are served by entering into the Opinion Documents to which they are expressed to be parties, granting the Guarantee or performing their obligations thereunder, since this is a matter of fact.

The opinions expressed in this opinion letter may be limited or affected by:

any applicable bankruptcy, insolvency, reorganisation, moratorium or other similar laws or procedures now or hereinafter in effect, relating to or affecting the enforcement or protection of creditors’ rights generally;

the provisions of fraudulent preference and fraudulent conveyance (Actio Pauliana) and similar rights available in other jurisdictions to liquidators in bankruptcy proceedings or creditors;

claims based on tort (onrechtmatige daad);

sanctions and measures, including but not limited to those concerning export control, pursuant to European Union regulations, under the Sanctions Act 1977 (Sanctiewet 1977) or other legislation;

the Anti-Boycott Regulation and related legislation; and

any intervention, recovery or resolution measures by any regulatory or other authority or governmental body in relation to financial enterprises or their affiliated entities.

a.   in relation to AerCap Holdings N.V., its articles of association (statuten) as they read after the execution of a deed of amendment dated 24 April 2019, which, according to the relevant Extract, was the last amendment to the articles of association of AerCap Holdings N.V.;

b.  in relation to AerCap Aviation Solutions B.V., the articles of association (statuten) as contained in its Deed of Incorporation; and

c.   for the purpose of the opinions expressed in paragraphs 2 and 3, and in relation to the Indenture only, the articles of association of each Company as these were in force on 14 May 2014

a.   AerCap Holdings N.V. Rules for the Board of Directors, including its Committees dated as of 16 March 2017; and

b.  for the purpose of the opinions expressed in paragraphs 2 and 3, and in relation to the Indenture only, AerCap Holdings N.V. Rules for the Board of Directors, including its Committees as these were in force on 14 May 2014

a.   AerCap Holdings N.V., a naamloze vennootschap (public company with limited liability) registered with the Commercial Register under file number 34251954; and

b.  AerCap Aviation Solutions B.V., a besloten vennootschap met beperkte aansprakelijkheid (private limited liability company) registered with the Commercial Register under file number 55083617

a.   in relation to AerCap Holdings N.V, its deed of incorporation dated 10 July 2006; and

b.  in relation to AerCap Aviation Solutions B.V., its deed of incorporation (akte van oprichting) dated 10 April 2012

a.   in relation to AerCap Holdings N.V., the documents containing the resolutions of its board of directors (bestuur), dated 15 April 2014 and 22 June 2020; and

b.  in relation to AerCap Aviation Solutions B.V., the documents containing the resolutions of its board of directors (bestuur), dated 2 April 2014, 22 June 2020 and 23 June 2020

a pdf copy of the Indenture;

a pdf copy of the Twenty-Third Supplemental Indenture; and

a pdf copy of the Prospectus Supplement.

a pdf copy of each Deed of Incorporation;

pdf copies of the Articles of Association;

a pdf copy of each Extract; and

pdf copies of the Resolutions.