AIR EXPRESS INTERNATIONAL CORPORATION
                                120 Tokeneke Road
                                Darien, CT 06820


     April 1, 1994

     The Board of Directors
     Air Express International Corporation
     120 Tokeneke Road
     Darien Connecticut 06820


     Gentlemen:

     Reference is made to Registration Statement on Form S-8 filed with the
     Securities and Exchange Commission with respect to 750,000 shares of
     the Company's Common Stock, $.01 par value, issuable upon the exercise
     of options granted and to be granted under the Company's 1991
     Incentive Stock Plan (the "Plan").

     In my capacity as General counsel for the Company, I have examined
     originals or copies, certified or otherwise identified to my
     satisfaction, of the Plan and such corporate records, agreements,
     instruments and other documents of the Company and such certificates
     or comparable documents of public officials, as I have deemed relevant
     and necessary as a basis for the opinions hereinafter set forth.

     Based on the foregoing, I am of the opinion that:

               1.   The Company is a corporation duly incorporated and
     validly existing under the laws of the State of Delaware.

               2.   The shares of Common Stock reserved for issuance upon
     the exercise of options granted and to be granted under the Plan will
     be, when issued and paid for upon such exercise in accordance with the
     provisions of the Plan, validly issued, fully paid and non-assessable.

     The opinion herein is limited to the corporate laws of the State of
     Delaware and I express no opinion as to the effect on the matters
     covered by this opinion of the laws of any other jurisdiction.

     This opinion is rendered solely for your benefit in connection with
     the transaction described above.  Except as otherwise provided herein,
     this opinion may not be used or relied upon by
































     

     any other person and may not be disclosed, quoted, filed with a
     governmental agency of otherwise referred to without my prior written
     consent.  I hereby consent to the filing of a copy of this opinion
     with the Securities and Exchange Commission as an exhibit to the
     Registration Statement referred to in the first paragraph of this
     opinion and to any and all references to this opinion that are
     included in or made part of the Registration Statement.



     Very truly yours,

     /s/ Daniel J. McCauley

     Daniel J. McCauley