[LETTERHEAD]
October 8, 1996
Gulfstream Aerospace Corporation
P.O. Box 2206
500 Gulfstream Road
Savannah, Georgia 31402-2206
Re: Registration Statement on Form S-1
(No. 333-09897)
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel for Gulfstream Aerospace
Corporation, a Delaware corporation (the "Company"), in connection with the
underwritten initial public offering (the "Offering") by the Company and certain
of the Company's stockholders of shares (the "Shares") of common stock, par
value $.01 per share (the "Common Stock") of the Company, including Shares which
may be offered and sold upon the exercise of over-allotment options granted to
the underwriters. The Shares are to be offered to the public pursuant to a U.S.
underwriting agreement among the Company, the selling stockholders named
therein, and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated, as representatives of the
U.S. underwriters, and an international underwriting agreement among the
Company, the selling stockholders named therein, and Goldman Sachs
International, Merrill Lynch International and Morgan Stanley & Co.
International Limited, as representatives of the international underwriters
(together, the "Underwriting Agreements"). The opinion set forth below is
based on the assumption that, prior to the sale of the Shares pursuant
to the Underwriting Agreements, the Company will amend and restate its
certificate of incorporation (as amended and restated, the "Restated Charter")
to read substantially in the form filed as Exhibit 3.1 to the Registration
Statement, as amended (the "Registration Statement"), of the Company on Form S-1
(No. 333-09897).
The Shares to be sold in the Offering include Shares to be issued
upon the exercise of stock options (the "Option Shares") granted pursuant to (a)
the Company's stock option plan (the "Plan"), and related stock option
agreements, and (b) certain stock
Gulfstream Aerospace Corporation -2- October 8, 1996
option agreements ("Non-Plan Option Agreements") between the Company and certain
of its current and former directors, advisors and consultants.
With your permission, all assumptions and statements of reliance
herein have been made without any independent investigation or verification on
our part except to the extent otherwise expressly stated, and we express no
opinion with respect to the subject matter or accuracy of such assumptions or
items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the Company
as we have deemed necessary or appropriate for the purposes of this opinion. In
all examinations, we have assumed the legal capacity of all natural persons
executing documents, the genuineness of all signatures, the authenticity of
original and certified documents and the conformity to original or certified
copies of all copies submitted to us as conformed or reproduction copies. As to
various questions of fact relevant to the opinions expressed herein, we have
relied upon, and assume the accuracy of, representations and warranties
contained in the documents and certificates and oral or written statements and
other information of or from representatives of the Company and others and
assume compliance on the part of all parties to the documents with their
covenants and agreements contained therein.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that the
Shares registered pursuant to the Registration Statement (when issued and
delivered pursuant to the provisions of Article Fourth of the Restated Charter
and (i) in the case of the Option Shares, when issued, delivered and paid for in
accordance with the provisions of the Plan and the applicable option agreements
or with the provisions of the applicable Non-Plan Option Agreements, as the case
may be and (ii) in the case of the Shares to be sold by the Company, when
issued, delivered and paid for in accordance with the terms of the Underwriting
Agreements) will be duly authorized, validly issued, fully paid and non-
assessable.
The opinion expressed herein is limited to the General
Corporation Law of the State of Delaware, as currently in effect.
Gulfstream Aerospace Corporation -3- October 8, 1996
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to this firm under the caption
"Validity of Common Stock" in the Prospectus forming part of the Registration
Statement. In giving such consent, we do not hereby admit that we are in the
category of such persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Lois Herzeca
------------------------------------
Lois Herzeca