February
                            17th
                            1 9 9 8




(213) 669-6000
                                                     411,967-001
                                                    

International Aircraft Investors
3655 Torrance Boulevard, Suite 410
Torrance, California   90503

Ladies and Gentlemen:

          This opinion is rendered in connection with the filing
by International Aircraft Investors, a California corporation
(the "Company"), of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as
amended, covering 50,000 shares of Common Stock, no par value
(the "Shares"), of the Company to be issued pursuant to its 1997
Employee Stock Option and Award Plan (the "Plan").

          We have examined such records of the Company and other
documents as we have deemed necessary for the purposes of this
opinion.  Based upon such examination and upon such matters of
fact and law as we have deemed relevant, we are of the opinion
that when the Shares are issued and paid for in accordance with
any appropriate action or authorization by the Board of Directors
of the Company or an authorized committee thereof as required or
contemplated under the Plan and in accordance with the provisions
of the Plan and relevant agreements duly authorized by and
completed in accordance with the terms of the Plan, the Shares
will be validly issued, fully paid and non-assessable.

          We hereby consent to the Registration Statement.  

                              Respectfully submitted,

                              O'MELVENY & MYERS LLP