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ADN/737066-000002/73716785v5

FTAI Aviation Ltd.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
15 March 2023

1	Documents Reviewed

1.1	The certificate of incorporation dated 8 December 2017, the certificate of incorporation on change of name dated 10 November 2022 and the amended and restated memorandum and articles of association of the Company as registered or adopted on 9 November 2022 (the "Memorandum and Articles").

1.2

The secretary's certificate (the "Secretary's Certificate") certifying the resolutions passed at the meeting of the board of directors of the Company held on 23 February 2023 (the "Meeting"), the written resolutions of the pricing committee of the board of directors of the Company (the "Committee") dated 8 March 2023 (the "Committee Resolutions") and the corporate records of the Company maintained at its registered office in the Cayman Islands.

1.3	Certificate of good standing with respect to the Company issued by the Registrar of Companies dated 7 March 2023 and 15 March 2023 (the "Certificates of Good Standing").

1.4	A certificate from a director of the Company a copy of which is attached to this opinion letter (the "Director's Certificate").

1.5	The Registration Statement.

1.6

A draft of the underwriting agreement between the Company and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Stifel, Nicolaus & Company, Incorporated and UBS Securities LLC, as representatives of  the Underwriters (the "Underwriting Agreement").

1.7	The prospectus dated February 27, 2023 (the "Base Prospectus") related to the Registration Statement.

1.8	The preliminary prospectus supplement dated 8 March 2023 (together with the Base Prospectus, the "Preliminary Prospectus"), relating to the offering of the Shares, in the form filed by the Company with the Commission.

1.9	The prospectus supplement dated 8 March 2023 (together with the Base Prospectus, the "Prospectus"), relating to the offering of the shares in the capital of the Company, in the form filed by the Company with the Commission.

2	Assumptions

2.1	The Underwriting Agreement has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

2.2

The Underwriting Agreement is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the "Relevant Law") and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

2.3

The choice of the Relevant Law as the governing law of the Underwriting Agreement has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).

2.4	Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

2.5	All signatures, initials and seals are genuine.

2.6

The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Underwriting Agreement.

2.7	No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Shares.

2.8

There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Registration Statement, the Preliminary Prospectus, the Prospectus and the Underwriting Agreement.

2.9

No monies paid to or for the account of any party under the Underwriting Agreement or any property received or disposed of by any party to the Underwriting Agreement in each case in connection with the Underwriting Agreement or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively).

2.10	There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.

2.11	The Company will receive money or money's worth in consideration for the issue of the Shares and none of the Shares were or will be issued for less than its par value.

3

Opinions

3.1	The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

3.2

The Shares to be offered and issued by the Company as contemplated by the Registration Statement and the Prospectus have been duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the Registration Statement and the Prospectus and in accordance with the terms set out in the Registration Statement, the Prospectus and the Memorandum and Articles, such Shares will be validly issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

4	Qualifications

4.1	The obligations assumed by the Company under the Underwriting Agreement will not necessarily be enforceable in all circumstances in accordance with their terms.  In particular:

(a)

enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to protecting or affecting the rights of creditors and/or contributories;

(b)

enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

(c)

where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and

(d)

some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences.

4.2	To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

4.3

Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

4.4

In this opinion letter the phrase "non-assessable" means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

To:	Maples and Calder (Cayman) LLP

1	The Memorandum and Articles remain in full force and effect and are unamended.

2	The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges of the Company.

3

The Secretary's Certificate is a true and correct record of the resolutions passed at the Meeting, which was duly convened and held, and at which a quorum was present throughout, in each case, in the manner prescribed in the Memorandum and Articles.  The resolutions set out in the Secretary's Certificate and the Committee Resolutions were duly passed in the manner prescribed in the Company’s memorandum and articles of association in effect at the time (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4

The authorised share capital of the Company is US$22,000,000 divided into 2,000,000,000 Ordinary Shares of a par value of US$0.01 each and 200,000,000 Preferred Shares of a par value of US$0.01 each, of which Preferred Shares 4,180,000 are designated as Series A Preferred Shares, 4,940,000 are designated as Series B Preferred Shares, 4,200,000 are designated as Series C Preferred Shares and 2,990,000 are designated as Series D Preferred Shares. The issued share capital of the Company is 99,728,786 Ordinary Shares, 4,180,000 Series A Preferred Shares, 4,940,000 Series B Preferred Shares and 4,200,000 Series C Preferred Shares, which have been duly authorised and are validly issued as fully-paid and non-assessable, and there are no Series D Preferred Shares issued and outstanding.

5	The shareholders of the Company (the "Shareholders") have not restricted the powers of the directors of the Company in any way.

6

There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Registration Statement, the Preliminary Prospectus, the Prospectus, the Underwriting Agreement and any documents in connection therewith.

7	The directors of the Company at the date of Meeting and at the date of this certificate were and are as follows: Paul R. Goodwin, Ray M. Robinson, Joseph P. Adams, Jr, Judith A. Hannaway, Martin Tuchman, A. Andrew Levison and Kenneth J. Nicholson.

8	The members of the Committee at the date of the Committee Resolutions and at the date of this certificate were and are as follows: Joseph P. Adams, Jr, Paul R. Goodwin and A. Andrew Levison.

9

The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent, as the case may be.

10

Prior to, at the time of, and immediately following the approval of the transactions contemplated by the Registration Statement, the Preliminary Prospectus, the Prospectus and the Underwriting Agreement, the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the transactions contemplated by the Registration Statement, the Preliminary Prospectus, the Prospectus and the Underwriting Agreement for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference.

11

To the best of my knowledge, each director of the Company considered the transactions contemplated by the Registration Statement, the Preliminary Prospectus, the Prospectus and the Underwriting Agreement to be of commercial benefit to the Company and acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.

12

To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction and neither the directors nor Shareholders have taken any steps to have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring officers or interim restructuring officers, and no receiver has been appointed in relation to any of the Company's property or assets.

13	To the best of my knowledge and belief, having made due inquiry, there are no circumstances or matters of fact existing which may properly form the basis for an application for an order for rectification of the register of members of the Company.

14	The Registration Statement, the Preliminary Prospectus, the Prospectus and the Underwriting Agreement have been, or will be, authorised and duly executed and delivered by or on behalf of all relevant parties in accordance with all relevant laws.

15	No invitation has been made or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Shares.

16	The Shares to be issued pursuant to the Registration Statement, the Preliminary Prospectus, the Prospectus and the Underwriting Agreement have been, or will be, duly registered, and will continue to be registered, in the Company's register of members (shareholders).

17	The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

Signature:	/s/ Joseph P. Adams, Jr.
Name:	Joseph P. Adams, Jr.
Title:	Director