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"), and its subsidiaries (together with the Company, the
"Companies"), filed with the Securities and Exchange Commission a Registration
Statement on Form S-1 (Registration No. 333-4164) (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act").  The Registration
Statement relates to the sale by the Company of $150,000,000 principal amount of
Senior Notes of the Company due 2006 (the "Notes").  We have acted as counsel to
the Companies 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, and similar organizational and charter documents of
each of the other Companies; (ii) resolutions of each of the Companies' (or
their corporate general partners, as the case may be) Board of Directors
authorizing the offering and the issuance of the Notes 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 



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

expressed below, we have relied, to the extent we deemed reasonably appropriate,
upon the representations or certificates of officers and/or directors of the
Companies (or their corporate general partners, as appropriate) and upon
documents, records and instruments furnished to us by the Companies, 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 Notes have been duly and validly
authorized, and when issued and 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, and binding obligations of the
Companies.

    Although we have acted as counsel to the Company 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.




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


    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.