Exhibit 5
December 3, 2010
Global Aviation Holdings Inc.
101 World Drive
Peachtree City, Georgia 30269
Re: Form S-8 of Global Aviation Holdings Inc.
Ladies and Gentlemen:
We have acted as special counsel to Global Aviation Holdings Inc. (the “Company”) in connection with the Company’s filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to up to 7,533,200 shares of common stock, par value $0.0001 per share (the “Shares”) issuable pursuant to the Company’s 2009 Amended and Restated Long-Term Incentive Plan and 2009 Long-Term Incentive Plan for Non-employee Directors (collectively, the “Plans”).
In connection herewith, we have examined:
(1) the Certificate of Incorporation, as amended, of the Company;
(2) the By-laws, as amended, of the Company;
(3) the Plans; and
(4) the Registration Statement.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements and instruments of the Company, certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinion hereinafter expressed. In our examination of the Registration Statement and the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all
documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations, certificates and statements of appropriate representatives of the Company.
Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that when issued pursuant to the terms of the Plans, the Shares will be validly issued, fully paid and non-assessable.
This opinion is not rendered with respect to any laws other than the General Corporation Law of the State of Delaware. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in factual matters, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. We do not render any opinions except as set forth above.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. We also consent to your filing copies of this opinion letter as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the Shares. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Bryan Cave LLP