DILL DILL CARR STONBRAKER & HUTCHINGS
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW
- --------------------------------------------------------------------------------
Daniel W. Carr                                              Fay M. Matsukage**
John J. Coates                                              Felicity Rossi
Kevin M. Coates                                             Adam P. Stapen
H. Alan Dill                                                Jon Stonbraker
Robert A. Dill                                              Craig A. Stoner
Thomas M. Dunn                                              Patrick D. Tooley
John A. Hutchings                                                 --------
Stephen M. Lee                                              Leslie Block Kaye*
                                                             of counsel
                                                            * Also licensed in
                                                              Arizona and New
                                                              York
                                                            **Also licensed in
                                                              Nevada









August 8, 2001



Fairchild International Corporation
856 Homer Street, Suite 100
Vancouver, British Columbia
V6B 2W5 Canada

Gentlemen:

You have requested our opinion as counsel for Fairchild International
Corporation, a Nevada corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereun der, and the public offering by the Company of
up to 650,000 shares of Common Stock issuable upon exercise of options granted
by the Company.

We have reviewed your Articles of Incorporation, Bylaws, and such other
corporate records, documents, and proceedings and such questions of law as we
have deemed relevant for the purpose of this opinion. We have also examined the
Registration State ment of your company on Form S-8 in the form to be filed with
the Securities and Ex change Commission on or about August 8, 2001 (the
"Registration Statement").

On the basis of such examination, we are of the opinion that, upon issuance and
sale in the manner described in the Registration Statement, the shares of Common
Stock covered by the Registration Statement will be legally issued, fully paid
and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/s/ Dill Dill Carr Stonbraker & Hutchings, P.C.

DILL DILL CARR STONBRAKER
 & HUTCHINGS, P.C.