EXHIBIT 5


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

                            TELEPHONE (310) 553-4441



                                                              December 22, 1999

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 resale 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 or
proposed to be 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