Exhibit 5.1
September 25, 2026
AerSale Corporation
9850 NW 41st Street, Suite 400
Doral, Florida 33178
Ladies and Gentlemen:
We have acted as Texas corporate counsel for AerSale Corporation, a Texas corporation (the “Company”), which is the converted entity (for purposes of Title 1, Chapter 10, Subchapter C of the Texas Business Organizations Code) in the conversion of AerSale Corporation, a Delaware corporation (the “Delaware Corporation”), into a Texas corporation (the “Conversion”) pursuant to the Certificate of Conversion filed with the Texas Secretary of State, including the related Plan of Conversion (the “Texas Certificate of Conversion”), and the Certificate of Conversion filed with the Delaware Secretary of State, including the related Plan of Conversion (the “Delaware Certificate of Conversion”), in connection with the Company’s Registration Statements on Form S-8 (File Nos. 333-288567, 333-274663 and 333-253424) (together, the “Registration Statements”), filed with the Securities and Exchange Commission (the “Commission”) on July 8, 2025, September 22, 2023 and February 24, 2021, respectively, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable pursuant to the AerSale Corporation 2020 Equity Incentive Plan, as amended (the “Equity Incentive Plan”), and the AerSale Corporation 2020 Employee Stock Purchase Plan (the “ESPP” and, together with the Equity Incentive Plan, the “Plans”).
We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below, including: the Plans; the Registration Statements; the Company’s certificate of formation (the “Certificate of Formation”) and the Company’s bylaws, each as currently in effect; the Texas Certificate of Conversion and the Delaware Certificate of Conversion; and such other documents and records as we have deemed necessary to enable us to render this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have further assumed that prior to the Conversion, the Delaware Corporation has taken all corporate action required under the laws of the State of Delaware to authorize and approve the Plans and the transactions contemplated thereby, including the issuance by the Company of the Shares; and after any issuance of Shares, the total number of issued and outstanding shares of Common Stock, together with the total number of shares of Common Stock then reserved for issuance or