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EXHIBIT 5.1
[KIRKLAND & ELLIS LETTERHEAD]
January 13, 1999
Aircraft Service International Group, Inc.
1815 Griffin Road
Suite 300
Fort Lauderdale International Airport
Fort Lauderdale, Florida 33004
Re: Aircraft Service International Group, Inc.,
Aircraft Service International, Inc.,
Florida Aviation Fueling Company, Inc., and
Dispatch Services, Inc.
Registration Statement on Form S-4
Registration No. 333-64513
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal
counsel to Aircraft Service International Group, Inc., a Delaware corporation
(the "Issuer") and Aircraft Service International, Inc., a Delaware corporation
("ASII"), Florida Aviation Fueling Company, Inc., a Florida corporation
("FAFCO"), and Dispatch Services, Inc., a Florida corporation, ("DSI" and,
collectively with ASII and FAFCO, the "Guarantors" and, together with the
Issuer, the "Registrants"), in connection with the proposed registration by the
Issuer of up to $80,000,000 in aggregate principal amount of the Issuer's 11%
Series B Senior Notes due 2005 (the "Exchange Notes"), pursuant to a
Registration Statement on Form S-4 (Registration No. 333-64513) originally filed
with the Securities and Exchange Commission (the "Commission") on September 29,
1998, under the Securities Act of 1933, as amended (the "Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement"). The obligations of the Issuer under the
Exchange Notes will be guaranteed by the Guarantors (the "Guarantees"). The
Exchange Notes and the Guarantees are to be issued pursuant to the Indenture
(the "Indenture"), dated as of August 18, 1998, among the Issuer and State
Street Bank and Trust Company, as Trustee, in exchange for and in replacement of
the Issuer's outstanding 11% Senior Notes due 2005 (the "Old Notes"), of which
$80,000,000 in aggregate principal amount is outstanding.
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[KIRKLAND & ELLIS LETTERHEAD]
Aircraft Service International Group, Inc.
January 13, 1999
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In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the Certificate of Incorporation and By-Laws of the
Registrants, (ii) minutes and records of the corporate proceedings of the
Registrants with respect to the issuance of the Exchange Notes and the
Guarantees, respectively, (iii) the Registration Statement, and (iv) the
Registration Rights Agreement, dated August 18, 1998, among the Issuer, the
Guarantors, and CIBC Oppenheimer Corp.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrants and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrants.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Registrants and
others. In rendering the opinion below regarding FAFCO and DSI, we have relied
on the opinion of Steel Hector & Davis LLP, which is filed as Exhibit 99.4 to
the Registration Statement.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of the State of New York, the
General Corporation Law of the State of Delaware and the Delaware case law
decided thereunder and the federal laws of the United States of America.
Based upon and subject to the assumptions, qualifications, assumptions
and limitations and the further limitations set forth below, we are of the
opinion that when (i) the Registration Statement becomes effective, (ii) the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended and (iii) the Exchange Notes and the Guarantees have been duly executed
and authenticated in accordance with the provisions of the Indenture and duly
delivered to the purchasers
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[KIRKLAND & ELLIS LETTERHEAD]
Aircraft Service International Group, Inc.
January 13, 1999
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thereof in exchange for the Old Notes, the Exchange Notes and the Guarantees
will be validly issued and binding obligations of the Registrants.
We hereby consent to the filing of this opinion with the commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of New York or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Sincerely,
/s/ Kirkland & Ellis
Kirkland & Ellis