ATTORNEYS • CIVIL LAW NOTARIES • TAX ADVISERS

  

LOGO

   Exhibit 5.2

Beethovenstraat 400

1082 PR Amsterdam

T +31 20 71 71 000

  

 

 Amsterdam, 29 June 2026

 

 AerCap Holdings N.V.

 AerCap House

 65 St. Stephen’s Green

 D02 YX20

 Ireland

  

Ladies and Gentlemen:

Capitalised terms used in this opinion letter have the meanings set forth in Exhibit A. The section headings used in this opinion letter are for convenience of reference only and are not to affect its construction or to be taken into consideration in its interpretation.

We have acted as special legal counsel as to Dutch law to the Dutch Companies in connection with the filing of the Registration Statement with the U.S. Securities and Exchange Commission.

This opinion letter is rendered to you at your request and it may only be relied upon in connection with the filing of the Registration Statement with the U.S. Securities and Exchange Commission. It does not purport to address all matters of Dutch law that may be of relevance with respect thereto. This opinion letter is strictly limited to the matters stated in it and may not be read as extending by implication to any matters not specifically referred to in it. Nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained in the Opinion Documents or any other document reviewed by us in connection with this opinion letter, except as expressly confirmed in this opinion letter.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the Prospectus. The previous sentence is no admittance that we are in the category of persons whose consent for the filing and reference in that paragraph is required under Section 7 of the U.S. Securities Act of 1933, as amended, or any rules or regulations of the U.S. Securities and Exchange Commission promulgated under it.

 

Amsterdam

 

Brussels

 

London

 

Luxemburg

 

New York

 

Rotterdam

  

This communication is confidential and may be subject to professional privilege. All legal relationships are subject to NautaDutilh N.V.’s general terms and conditions (see https://www.nautadutilh.com/terms), which apply mutatis mutandis to our relationship with third parties relying on statements of NautaDutilh N.V., include a limitation of liability clause, have been filed with the Rotterdam District Court and will be provided free of charge upon request. NautaDutilh N.V.; corporate seat Rotterdam; trade register no. 24338323.

 


LOGO

 

In rendering the opinions expressed in this opinion letter, we have exclusively reviewed and relied upon pdf copies of the Opinion Documents and the Corporate Documents and we have assumed that the Opinion Documents have been entered into or filed, as the case may be, for bona fide commercial reasons. We have not investigated or verified any factual matter disclosed to us in the course of our review.

This opinion letter sets out our opinion on certain matters of the laws with general applicability of the Netherlands, and, insofar as they are directly applicable in the Netherlands, of the European Union, as at today’s date and as presently interpreted under published authoritative case law of the Dutch courts, the General Court and the Court of Justice of the European Union. We do not express any opinion on tax law, regulatory law, Dutch or European competition law, data protection law or securitization law. No undertaking is assumed on our part to revise, update or amend this opinion letter in connection with or to notify or inform of, any developments and/or changes of Dutch law subsequent to today’s date.

The opinions expressed in this opinion letter are to be construed and interpreted in accordance with Dutch law. This opinion letter may only be relied upon by you, and our willingness to render this opinion letter is based, on the condition that you accept and agree that (i) the competent courts at Amsterdam, the Netherlands have exclusive jurisdiction to settle any issues of interpretation or liability arising out of or in connection with this opinion letter, (ii) any legal relationship arising out of or in connection with this opinion letter (whether contractual or non-contractual), including the above agreement as to jurisdiction, is governed by Dutch law and (iii) no person other than NautaDutilh may be held liable in connection with this opinion letter.

In this opinion letter, legal concepts are expressed in English terms. The Dutch legal concepts concerned may not be identical in meaning to the concepts described by the English terms as they exist under the law of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Dutch legal concepts described by the English terms.

For the purposes of this opinion letter, we have assumed that:

 

a.

each copy of a document conforms to the original, each original is authentic, and each signature is the genuine signature of the individual purported to have placed that signature;

 

b.

if any signature under any document is an electronic signature (as opposed to a handwritten (“wet ink”) signature) only, the method used for signing is sufficiently reliable;

 

2


LOGO

 

c.

each Deed of Incorporation is a valid notarial deed and (where applicable) each Deed of Incorporation has been executed on the basis of a valid declaration of no objection (verklaring van geen bezwaar);

 

d.

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

 

e.

none of the Dutch Companies has (i) been dissolved (ontbonden), (ii) ceased to exist pursuant to a merger (fusie) or a division (splitsing), (iii) been converted (omgezet) into another legal form, either national or foreign, (iv) had its assets placed under administration (onder bewind gesteld), (v) been declared bankrupt (failliet verklaard), been granted a suspension of payments (surseance van betaling verleend), or started or become subject to statutory proceedings for the restructuring of its debts (akkoordprocedure), (vi) been subjected to any intervention, recovery or resolution measure pursuant to the BRRD, the SRM Regulation or the DFSA, as applicable, or (vii) been made subject to similar proceedings in any jurisdiction or otherwise been limited in its power to dispose of its assets. The Extracts and our inquiries of today with the Insolvency Registers support the items (i) through (v) (except for any statutory proceedings for the restructuring of debts (akkoordprocedure) that have not, or not yet, been filed in the Insolvency Registers) of this assumption. However, this information does not constitute conclusive evidence that the events set out in items (i) through (v) have not occurred;

 

f.

the resolutions recorded in the Resolutions are (and were at all relevant times) in full force and effect, and the factual statements made and the confirmations given in the Resolutions are (and were at all relevant times) complete and correct;

 

g.

each Power of Attorney (i) is (and was at all relevant times) in full force and effect, and (ii) under any applicable law other than Dutch law, validly authorised and authorises the person or persons purported to be granted power of attorney, to represent and bind the relevant Dutch Company for the purposes stated therein.

 

3


LOGO

 

Based upon and subject to the foregoing and subject to the qualifications set forth in this opinion letter and to any matters, documents or events not disclosed to us, we express the following opinions:

Incorporation and Corporate Status

 

1.

AerCap Holdings N.V. has been duly incorporated and is validly existing as a naamloze vennootschap (public company with limited liability).

 

2.

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).

Corporate Power

 

3.

Each Dutch Company has the corporate power to enter into the Opinion Documents, to perform its obligations thereunder and to grant the applicable Guarantee. None of the Dutch Companies violated or violates any provision of its Articles of Association by entering into the Opinion Documents, performing its obligations thereunder or by granting the applicable Guarantee.

Corporate Action

 

4.

Each Dutch Company has taken all corporate action required by its Articles of Association and Dutch law in connection with entering into the Opinion Documents, the performance of its obligations thereunder and for the granting of the applicable Guarantee.

Valid Signing

 

5.

The Registration Statement has been validly signed on behalf of each Dutch Company.

The opinions expressed above are subject to the following qualifications:

 

A.

As Dutch 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 to the Opinion Documents 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 Dutch law has therefore been limited to the terms of these documents as they appear to us on their face.

 

B.

The Extracts do not constitute conclusive evidence of the facts reflected therein.

 

C.

Pursuant to Article 2:7 DCC, 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

 

4


LOGO

 

  onderzoek moest weten). The Dutch 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 any Dutch Company would transgress the description of the objects contained in its 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 Dutch Companies are served by entering into the Opinion Documents since this is a matter of fact.

 

D.

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

 

  a.

rules relating to Insolvency Proceedings or similar proceedings under a foreign law and other rules affecting creditors’ rights generally;

 

  b.

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

 

  c.

claims based on tort (onrechtmatige daad);

 

  d.

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

 

  e.

the Anti-Boycott Regulation and related legislation;

 

  f.

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

 

  g.

the BRRD, the SRM Regulation or the DFSA, as applicable, which grants the competent authorities certain intervention, recovery and resolution tools, and powers to implement these tools, to intervene in or resolve a financial enterprise or an affiliated entity, if it or the group to which it belongs is deemed no longer viable, failing or likely to fail or threatening the stability of the financial system

 

5


LOGO

 

  (each subject to further conditions). In order to increase the effectiveness of these tools and powers, certain restrictions may be imposed on the exercise of the rights or performance of the obligations of the parties under the Opinion Documents in the event of the use of such tools and powers. The rights and obligations of the parties to the Opinion Documents, or the enforcement thereof, may be disrupted and/or affected on the basis of the BRRD, the SRM Regulation or the DFSA, as applicable.

 

6


LOGO

 

Sincerely yours,

/s/ NautaDutilh N.V.

NautaDutilh N.V.

 

7


LOGO

 

EXHIBIT A

LIST OF DEFINITIONS

 

Anti-Boycott Regulation

   Regulation (EC) No 2271/96 on protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom

Articles of Association

  

a.   in relation to AerCap Holdings N.V., its articles of association as they read after the execution of a deed of amendment dated 1 November 2021, which, according to the relevant Extract, was the last amendment to this Dutch Company’s articles of association; and

 

b.  in relation to AerCap Aviation Solutions B.V., the articles of association contained in its Deed of Incorporation

Board Regulations

   the AerCap Holdings N.V. Rules for the Board of Directors, including its Committees, dated as of 6 December 2023

BRRD

   Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms

Commercial Register

   the Commercial Register held by the Dutch Chamber of Commerce (handelsregister gehouden door de Kamer van Koophandel)

Corporate Documents

   the documents listed in Exhibit C

DCC

   the Dutch Civil Code (Burgerlijk Wetboek)

Deeds of Incorporation

  

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

 

8


LOGO

 

  

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

DFSA

   the Dutch Financial Supervision Act (Wet op het financieel toezicht)

Dutch Bankruptcy Code

   the Dutch Bankruptcy Code (Faillissementswet)

Dutch Companies

   each of AerCap Holdings N.V. and AerCap Aviation Solutions B.V.

Exhibit

   an exhibit to this opinion letter

Extract

   in relation to a Dutch Company, a pdf copy of an extract from the Commercial Register, received by us by email and dated the date of this opinion letter with respect to that Dutch Company

Form of Indenture

   the form of indenture relating to the Notes (as defined therein), filed as an exhibit to the Registration Statement, to be entered into between, inter alios, AerCap Funding Designated Activity Company as Issuer, AerCap Holdings N.V. and AerCap Aviation Solutions B.V. as guarantors and the Trustee

Guarantee

   the guarantee of the Notes (as defined in the Form of Indenture) by each of AerCap Aviation Solutions B.V. and AerCap Holdings N.V. pursuant to Article X (Guarantees) of the Form of Indenture

Insolvency Proceedings

   any insolvency proceedings within the meaning of Regulation (EU) 2015/848 on insolvency proceedings (recast), listed in Annex A thereto, any statutory proceedings for the restructuring of debts (akkoordprocedure) pursuant to the Dutch Bankruptcy Code and any intervention, recovery or resolution measure on the basis of the BRRD, the SRM Regulation or the DFSA

 

9


LOGO

 

Insolvency Registers

   the online central insolvency register (Centraal Insolventie Register), the online EU Insolvency Register (Centraal Insolventie Register - EU Registraties) and the online Register of Decisions in a WHOA Procedure (Register uitspraken in een WHOA-procedure) held by the Council for the Administration of Justice (Raad voor de Rechtspraak)

NautaDutilh

   NautaDutilh N.V.

the Netherlands

   the European territory of the Kingdom of the Netherlands and “Dutch” is in or from the Netherlands

Opinion Documents

   in relation to a Dutch Company, the documents listed in Exhibit B to which that Dutch Company is expressed to be a party

Power of Attorney

   the powers of attorney as contained in the Resolutions, granted by each Dutch Company in respect of the entering into the transactions contemplated by the Opinion Documents

Prospectus

   the prospectus forming part of the Registration Statement

Registration Statement

   the registration statement of, inter alios, AerCap Funding Designated Activity Company as Issuer, AerCap Holdings N.V. and AerCap Aviation Solutions B.V. as guarantors on Form F-3 under the Securities Act of 1933 of the United States, as amended, dated 29 June 2026

Resolutions

  

a.   in relation to AerCap Holdings N.V., the document or documents containing the resolutions of its management board (bestuur), dated 10 June 2026; and

 

b.  in relation to AerCap Aviation Solutions B.V., the document or documents containing the resolutions of its management board (bestuur), dated 17 June 2026

 

10


LOGO

 

SRM Regulation

   Regulation (EU) No 806/2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund

Trustee

   U.S. Bank Trust Company, National Association

 

11


LOGO

 

EXHIBIT B

LIST OF OPINION DOCUMENTS

 

1.

the Form of Indenture; and

 

2.

the Registration Statement.

 

12


LOGO

 

EXHIBIT C

LIST OF CORPORATE DOCUMENTS

 

1.

the Deeds of Incorporation;

 

2.

the Articles of Association;

 

3.

the Extracts;

 

4.

the Resolutions; and

 

5.

the Powers of Attorney.

 

13