EXHIBIT 5.1
Akerman, Senterfitt & Eidson, P.A.
SunTrust International Center
One S.E. Third Avenue
Miami, Florida 33131-1714
December 12, 2001
Aviation Sales Company
623 Radar Road
Greensboro, North Carolina 27410
Re: Registration Statement on Form S-4
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Gentlemen:
We have acted as counsel to Aviation Sales Company, a Delaware corporation
(the "Company"), in connection with the preparation and filing by the Company
with the Securities and Exchange Commission of a Registration Statement on Form
S-4, registration number 333-69464, including amendments thereto (the
"Registration Statement") for the proposed exchange (the "Exchange") by the
Company of (A) a combination of (i) up to $100,000,000 in principal amount of
new 8% senior subordinated convertible PIK notes due 2006 ("New Notes"), (ii) up
to 4,504,595 shares (the "Shares") of Company common stock, par value $0.001 per
share (the "Common Stock"), and (iii) warrants (the "Warrants") to purchase up
to 3,003,063 shares of Common Stock for up to $132,000,000 in principal amount
of its outstanding 8 1/8% senior subordinated notes due 2008 ("Old Notes") and
(B) up to $10,000,000 in cash for up to $33,000,000 in principal amount of the
Old Notes.
In connection with the proposed Exchange, we have examined the Company's
Certificate of Incorporation and By-laws, as amended and as presently in effect,
the Company's relevant corporate proceedings, the Registration Statement,
including the Prospectus filed as a part of the Registration Statement, the
Indenture for the New Notes (the "Indenture"), and such other documents,
records, certificates of public officials, statutes and decisions as we
considered necessary to express the opinions contained herein. In the
examination of such documents, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
We understand that the New Notes, Shares and Warrants are to be issued to
the holders of the Old Notes in the Exchange and are to be available for resale
by such holders, all in the manner
Aviation Sales Company.
December 12, 2001
Page 2
described in the Prospectus, which is a part of the Registration Statement, and
for the New Notes, in the Indenture.
Based on the foregoing and upon the representations made to us by the officers
and directors of the Company and assuming that the Company has obtained
stockholder approval of the proposals set forth in its proxy statement relating
to the foregoing transactions, we are of the opinion that:
1. The issuance of the New Notes to the holders of the Old Notes pursuant to
the terms of the Exchange and the Indenture have been duly authorized by
all necessary corporate action of the Company.
2. When the Registration Statement is declared effective by order of the
Securities and Exchange Commission and the New Notes are duly issued,
executed, authenticated, delivered in exchange for the Old Notes, all in
accordance with the terms of the Exchange, the Indenture and the
Registration Statement, such New Notes will be validly issued and will
constitute binding obligations of the Company, entitled to the benefits of
the Indenture.
3. The issuance of the Shares and the Warrants pursuant to the terms of the
Exchange have been duly authorized by all necessary corporate action of the
Company.
4. When the shares of Common Stock have been issued upon (i) the exercise of
the Warrants and payment of the warrant exercise price in the manner
described in the Registration Statement and (ii) the conversion of the New
Notes at maturity in the manner described in the Indenture and the
Registration Statement, the Common Stock will be validly issued, fully-
paid and non-assessable.
Our opinion that any document is legal, valid and binding is qualified as
to: (i) limitations imposed under any applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws relating to
or affecting creditors' rights and remedies generally and (ii) to general
principles of judicial discretion and equity, including principles of commercial
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief and limitation of rights of
acceleration, regardless of whether such enforceability is considered a
proceeding in equity or at law; and (iii) rights to indemnification and
contribution which may be limited by applicable law or equitable principles.
This opinion is limited to the Federal laws of the United States of America
and the Delaware General Corporation Law and we neither express nor imply any
opinion as to any other laws.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the firm under the caption "Legal
Matters" in the Prospectus which is part of the
Aviation Sales Company.
December 12, 2001
Page 3
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 Securities Act and the rules and regulations promulgated
thereunder.
Sincerely,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson, P.A.