EXHIBIT 5


                                  TROY & GOULD
                            PROFESSIONAL CORPORATION
                       1801 CENTURY PARK EAST, 16TH FLOOR
                          LOS ANGELES, CALIFORNIA 90067

                            TELEPHONE (310) 553-4441




                                                              February 1, 2000


Hawker Pacific Aerospace
11249 Sherman Way
Sun Valley, CA  91352

       Re:      REGISTRATION STATEMENT ON FORM S-3


     At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") of Hawker Pacific Aerospace, Inc. (the
"Company"), which has been prepared for filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to 1,831,597 shares of the Company's common stock
(the "Shares") issuable upon the exercise of certain warrants or upon the
conversion of certain convertible preferred stock, as described in the
Registration Statement. The Shares are to be offered for sale by certain selling
securityholders as described therein. Capitalized terms not defined herein shall
have the definitions ascribed to them in the Registration Statement.



     We are familiar with the corporate proceedings heretofore taken by the
Company in connection with the authorization for issuance of the Shares. In
addition, we have examined such records of the Company as in our judgment were
necessary or appropriate to enable us to render the opinions expressed herein.


     Based on the foregoing, it is our opinion that the Shares have been duly
and validly authorized and, when issued in accordance with the warrants relating
thereto or the certificate of designations authorizing the series of the
convertible preferred stock converted thereto, as applicable, will be duly and
validly issued, fully paid and nonassessable.


     We consent to the use of our name under the caption "Legal Matters" in the
Registration Statement and the prospectus made part thereof, and to the filing
of this opinion as an exhibit to the Registration Statement. By giving you this
opinion and consent, we do not admit that we are experts with respect to any
part of the Registration Statement or prospectus within the meaning of the term
"expert" as used in Section 11 of the Act, or the rules and regulations
promulgated thereunder, nor do we admit that we are in the category of persons
whose consent is required under Section 7 of the Act.


                                                     Very truly yours,

                                                     /S/ TROY & GOULD

                                                     Troy & Gould
                                                     Professional Corporation