EXHIBIT 5

           [LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P. APPEARS HERE]


May 4, 1998



Offshore Logistics, Inc.
224 Rue de Jean
P.O. Box 5-C
Lafayette, Louisiana  70505

Ladies and Gentlemen:

     We have acted as counsel for Offshore Logistics, Inc., a Delaware
corporation (the "Company"), and the Subsidiary Guarantors (defined below), in
connection with the proposed issuance by the Company of up to $100 million
principal amount of its 7 7/8% Series B Senior Notes due 2008 (the "Series B
Notes"), in exchange for an equivalent amount of its outstanding 7 7/8% Series A
Senior Notes due 2008 (the "Series A Notes").  The terms of the offer to
exchange the Series B Notes for the Series A Notes (the "Exchange Offer") are
described in the Registration Statement on Form S-4 (Registration No. 333-48803)
filed by the Company with the Securities and Exchange Commission (the
"Registration Statement"), for the registration of the Series B Notes under the
Securities Act of 1933, as amended (the "1933 Act").  The Series A Notes have
been, and the Series B Notes will be, issued pursuant to an Indenture dated as
of January 27, 1998 (the "Indenture"), among the Company, the Subsidiary
Guarantors and State Street Bank and Trust Company, as Trustee (in such
capacity, the "Trustee").  Air Logistics, L.L.C., a Louisiana limited liability
company, Air Logistics of Alaska, Inc., an Alaska corporation, Grasso
Corporation, a Delaware corporation, Grasso Production Management, Inc., a Texas
corporation, Medic Systems, Inc., a Delaware corporation, and Pumpkin Air, Inc.,
a Texas corporation, are collectively referred to as the "Subsidiary Guarantors"
and the guarantees thereof with respect to the Notes are collectively referred
to as the "Guarantees" and each a "Guaranty".

     In connection with the foregoing, we have examined (i) the Certificate of
Incorporation and Bylaws of the Company and the constituent documents of each of
the Subsidiary Guarantors, each as amended to date, (ii) the Indenture, (iii)
the Registration Statement and (iv) such certificates, statutes and other
instruments and documents as we considered appropriate for purposes of the
opinions hereafter expressed.  As to questions of fact material to this opinion,
we have, to the extent we deemed appropriate, relied on certificates of officers
of the Company and the Subsidiary

 
Offshore Logistics, Inc.
May 4, 1998
Page 2

Guarantors and on certificates and telegrams of governmental officials.  We have
assumed the genuineness of all signatures, the authenticity of all documents,
records and instruments examined by us and the correctness of all statements of
fact contained therein.

     As to matters of Louisiana and Alaska law affecting our opinions herein
expressed with respect to Air Logistics, L.L.C., and Air Logistics of Alaska,
Inc., we have, however, assumed the following:  (A) Air Logistics, L.L.C. has
been duly formed and is validly existing as a limited liability company in good
standing under the laws of the State of Louisiana; (B) Air Logistics of Alaska,
Inc. has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the State of Alaska; (C) each of the Indenture and
Guarantees have been duly authorized by them, the Indenture has been duly
executed by them and they have full power and authority to enter into each of
such agreements; and (D) no consent, approval, authorization or order of any
court or governmental agency or body of the States of Louisiana or Alaska is
required of them for the consummation of the transactions contemplated by the
Indenture or Guarantees.

     Based upon the foregoing, subject to the qualifications hereinafter set
forth, and having regard for such legal considerations as we have deemed
relevant, we are of the opinion that the Series B Notes and the Guarantees have
been duly authorized for issuance and, when the Registration Statement has
become effective under the 1933 Act and the Series B Notes and the Guarantees
have been duly executed and authorized in accordance with the Indenture and
issued and sold in exchange for the Series A Notes as contemplated by the
Registration Statement and in accordance with the Exchange Offer, the Series B
Notes will constitute valid and legally binding obligations of the Company and
each Guaranty will constitute a valid and legally binding obligation of its
respective Subsidiary Guarantor, subject to (i) bankruptcy, insolvency,
reorganization, moratorium, liquidation, rearrangement, fraudulent transfer,
fraudulent conveyance and other similar laws (including court decisions) now or
hereafter in effect and affecting the rights and remedies of creditors generally
or providing for the relief of debtors, (ii) the refusal of a particular court
to grant equitable remedies, including, without limitation, specific performance
and injunctive relief, and (iii) general principles of equity (regardless of
whether such remedies are sought in a proceeding in equity or at law).

     The opinions expressed herein are limited exclusively to the federal laws
of the United States of America, the laws of the States of New York and Texas
and the General Corporation Law of the State of Delaware, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction.

 
Offshore Logistics, Inc.
May 4, 1998
Page 3

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements made with respect to us under the
caption "Legal Matters" in the Prospectus included as part of the Registration
Statement.

                                Very truly yours,

                                /s/ Fulbright & Jaworski L.L.P.
                                ------------------------------------------
                                Fulbright & Jaworski L.L.P.