[O'Melveny & Myers LLP Letterhead]


                            April
                            25th
                            1 9 9 7





                                                      613,257-008
                                                    NB1-306395.V1
First Aviation Services Inc.
One Omega Drive
Stamford, Connecticut  06907

          Re:  Registration on Form S-8 of First
               Aviation Services Inc. (the "Company")

Ladies and Gentlemen:

          At your request, we have examined the Registration
Statement on Form S-8 to be filed with the Securities and 
Exchange Commission in connection with the registration 
under the Securities Act of 1933, as amended, of 400,000 
shares of Common Stock, par value $0.01 per share, of the 
Company (the "Common Stock"), to be issued pursuant to the 
First Aviation Services Inc. Stock Incentive Plan (the "Plan"). 
We have examined the proceedings heretofore taken and to be
taken in connection with the authorization of the Plan and 
the Common Stock to be issued pursuant to and in accordance 
with the Plan.

          Based upon such examination and upon such matters of
fact and law as we have deemed relevant, we are of the opinion
that the Common Stock has been duly authorized by all necessary
corporate action on the part of the Company and, when issued in
accordance with such authorization, the provisions of the Plan
and relevant agreements duly authorized by and in accordance with
the terms of the Plan, will be validly issued, fully paid and
nonassessable.

          We consent to the use of this opinion as an exhibit to
the Registration Statement.

                              Respectfully submitted,


                              /s/ O'Melveny & Myers LLP
                              O'MELVENY & MYERS LLP