June 3, 1996



Greenwich Air Services, Inc.
P.O. Box 522187
Miami, Florida  33152

Gentlemen:

     On April 26, 1996, Greenwich Air Services, Inc., a Delaware corporation
(the "Company"), filed with the Securities and Exchange Commission a
Registration Statement on Form S-1 (Registration No. 333-4162) (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act").  The Registration Statement relates to the sale by (i) the Company of up
to 3,400,000 shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), and an additional 600,000 Shares upon the exercise of the
underwriters' overallotment option and (ii) a selling stockholder (the "Selling
Stockholder") of up to 600,000 shares of Common Stock (such shares of Common
Stock are hereinafter referred to as the "Shares").  We have acted as counsel to
the Company and the Selling Stockholder in connection with preparation and
filing of the Registration Statement.

     In connection with the Registration Statement, we have examined, considered
and relied upon copies of the following documents (collectively, the
"Documents"): (i) the Company's Amended and Restated Certificate of
Incorporation and Bylaws; (ii) resolutions of the Company's Board of Directors
authorizing the offering and the issuance of the Shares to be sold by the
Company and related matters; (iii) the Registration Statement and exhibits
thereto; and (iv) such other documents and instruments that we have deemed
necessary for the expression of the opinions herein contained.  In making the
foregoing examinations, we have assumed without investigation the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, the conformity to authentic original documents of all documents
submitted to us as copies, and the veracity of the Documents.  As to various
questions of fact material to the opinion expressed below, we have relied, to
the extent we deemed reasonably appropriate, upon the representations or
certificates of officers and/or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independently
verifying the accuracy of such certificates, documents, records or instruments. 

     Based upon the foregoing examination, and subject to the qualifications set
forth below, we are of the opinion that the Shares have been duly and validly
authorized, and when issued and 




Greenwich Air Services, Inc.
June 3, 1996
Page 2 

delivered in accordance with the terms of the Underwriting Agreement  filed as
Exhibit 1.1 to the Registration Statement, will be validly issued, fully paid
and non-assessable.

     Although we have acted as counsel to the Company and the Selling
Stockholder in connection the preparation and filing of the Registration
Statement, our engagement has been limited to certain matters about which we
have been consulted.  Consequently, there exist matters of a legal nature
involving the Company in which we have not been consulted and have not
represented the Company.  This opinion letter is limited to the matters stated
herein and no opinions may be implied or inferred beyond the matters expressly
stated herein.  The opinions expressed herein are given as of this date, and we
assume no obligation to update or supplement our opinions to reflect any facts
or circumstances that may come to our attention or any change in law that may
occur or become effective at a later date.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus comprising a part of the Registration Statement.  In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.

                                             Sincerely,


                                             GREENBERG, TRAURIG, HOFFMAN,
                                             LIPOFF, ROSEN & QUENTEL, P.A.