Exhibit 5.1

                    [LETTERHEAD OF SHEARMAN & STERLING LLP]





                                December 6, 2005


The Board of Directors
BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, FL 33414

                               BE Aerospace, Inc.
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Ladies and Gentlemen:

            We have acted as counsel for BE Aerospace, Inc. (the "Company") in
connection with the preparation of a registration statement on Form S-3 (File
No. 333-112493), as amended, (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") relating to the offering
from time to time, pursuant to Rule 415 of the General Rules and Regulations of
the Commission promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), by the Company of the following securities of the Company
with an aggregate offering price of up to $500,000,000: (i) debt securities,
(ii) convertible debt securities; (iii) preferred stock; (iv) convertible
preferred stock; (v) common stock; and (vi) warrants representing the right to
purchase debt securities or common stock. A member of the Staff of the
Commission advised us orally that the Registration Statement became effective
under the Securities Act on February 13, 2004.

            We are also acting as counsel to the Company in connection with the
purchase and sale of up to 13,000,000 shares (including up to 1,950,000 shares
that may be purchased pursuant to the exercise of an over-allotment option) of
the Company's Common Stock, par value $.01 (the "Shares") to be issued in an
offering pursuant to the Registration Statement and the Underwriting Agreement,
dated as of December 6, 2005 (the "Underwriting Agreement"), among the Company
and the several underwriters.

            In this connection, we have reviewed originals or copies of the
Underwriting Agreement.

            We have also reviewed the following:

            (a)    The Registration Statement.

            (b)    The base prospectus dated February 13, 2004 relating to
                   the offering of debt securities, convertible debt
                   securities, preferred stock, convertible




                   preferred stock, common stock and warrants representing
                   the right to purchase debt securities or common stock
                   generally, which is included as part of the Registration
                   Statement (the "Base Prospectus").

            (c)    The final prospectus supplement dated December 6, 2005
                   relating to the Shares, in the form in which it was
                   filed pursuant to Rule 424(b) under the Securities Act
                   (together with the Base Prospectus, the "Prospectus").

            (d)    The certificate of incorporation and by-laws of the
                   Company, as amended through February 5, 2004.

            (e)    Originals or copies of such other corporate records of
                   the Company, certificates of public officials and of
                   officers of the Company and agreements and other
                   documents as we have deemed necessary as a basis for the
                   opinion expressed below.

            In our review of the Underwriting Agreement and other documents, we
have assumed:

            (a)    The genuineness of all signatures.

            (b)    The authenticity of the originals of the documents
      submitted to us.

            (c)    The conformity to authentic originals of any documents
      submitted to us as copies.

We have not independently established the validity of the foregoing assumptions.

            "Generally Applicable Law" means the federal law of the United
States of America, and the law of the State of New York (including the rules or
regulations promulgated thereunder or pursuant thereto), that a New York lawyer
exercising customary professional diligence would reasonably be expected to
recognize as being applicable to the Company, the Underwriting Agreement or the
transactions governed by the Underwriting Agreement, and for purposes of our
opinion below, the General Corporation Law of the State of Delaware. Without
limiting the generality of the foregoing definition of Generally Applicable Law,
the term "Generally Applicable Law" does not include any law, rule or regulation
that is applicable to the Company, the Underwriting Agreement or such
transactions solely because such law, rule or regulation is part of a regulatory
regime applicable to any party to the Underwriting Agreement or any of its
affiliates due to the specific assets or business of such party or such
affiliate.

            Based upon the foregoing and upon such other investigation as we
have deemed necessary and subject to the qualifications set forth below, we are
of the opinion that the Shares have been duly authorized by the Company and,
when issued and delivered as provided in the Underwriting Agreement, the Shares
will be validly issued, fully paid and non-assessable, and the issuance of such
Shares will not be subject to preemptive rights pursuant to the General
Corporation Law of the State of Delaware, the certificate of incorporation or
by-laws of the Company.

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            Our opinion expressed above is limited to Generally Applicable Law.

            We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the headings "Legal
Matters" and "Validity of the Securities" in the Prospectus.

                                               Very truly yours,

                                               /s/ Shearman & Sterling LLP

                                               Shearman & Sterling LLP


RSW/LSN/CEH/GDL
LLJ


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