EXHIBIT 5.1


                       [VINSON & ELKINS L.L.P. LETTERHEAD]


                                  July 18, 2003



Offshore Logistics, Inc.
224 Rue De Jean
P.O. Box 5-C
Lafayette, Louisiana 70505

RE:      Registration Statement on Form S-4

Ladies and Gentlemen:

         We have acted as counsel for Offshore Logistics, Inc., a Delaware
corporation (the "Company"), with respect to certain legal matters in connection
with the Registration Statement on Form S-4 (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") in connection
with the registration by the Company under the Securities Act of 1933, as
amended (the "Securities Act") of (i) the offer and exchange by the Company (the
"Exchange Offer") of $230,000,000 aggregate principal amount of its 6 1/8%
Senior Notes due 2013 (the "Initial Notes"), for a new series of notes bearing
substantially identical terms and in like principal amount (the "Exchange
Notes") and (ii) the guarantees (the "Guarantees") of certain subsidiaries of
the Company listed in the Registration Statement as guarantors (the "Subsidiary
Guarantors") of the Exchange Notes. The Initial Notes and the Exchange Notes are
collectively referred to herein as the "Notes." The Initial Notes were issued,
and the Exchange Notes will be issued, under an Indenture dated as of June 20,
2003 among the Company, the Subsidiary Guarantors and U.S. Bank National
Association, as Trustee (the "Indenture"). The Exchange Offer will be conducted
on such terms and conditions as are set forth in the prospectus contained in the
Registration Statement to which this opinion is filed as an exhibit.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Registration Statement, (ii) the Indenture and
(iii) such other corporate records, certificates, statutes and other instruments
and documents as we have considered necessary or appropriate for purposes of the
opinions hereafter expressed. In connection with this opinion, we have assumed
that the Registration Statement, and any amendments thereto (including
post-effective amendments), will have become effective and the Exchange Notes
will be issued and sold in compliance with applicable federal and state
securities laws and in the manner described in the Registration Statement.

         Based on the foregoing and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that when the
Exchange Notes have been duly executed, authenticated, issued and delivered in
accordance with the provisions of the Indenture, (i) such Exchange Notes will be
legally issued and will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, and (ii) the
Guarantees of the Subsidiary Guarantors will be valid and binding obligations of
such Subsidiary Guarantors, enforceable against each such Subsidiary Guarantor
in accordance with their terms, subject in each case to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other laws relating to or
affecting creditors' rights generally and to general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).

         We express no opinions concerning (a) the validity or enforceability of
any provisions contained in the Indenture that purport to waive or not give
effect to rights to notices, defenses, subrogation or other rights or benefits
that cannot be effectively waived under applicable law; or (b) the
enforceability of indemnification or contribution provisions to the extent they
purport to relate to liabilities resulting from or based upon negligence or any
violation of federal or state securities or blue sky laws.




         In rendering the foregoing opinions and with your permission, we have
relied, without independent investigation, upon (1) the opinion of Correro
Fishman Haygood Phelps Walmsley & Casteix, L.L.P. and (2) the opinion of Birch,
Horton, Bittner and Cherot, A Professional Law Corporation.

         We are members of the bar of the State of Texas. Except to the extent
of the reliance on the opinions described in the preceding paragraph, the
opinions expressed herein are limited exclusively to the federal laws of the
United States of America, the laws of the State of Texas, the contract law of
the State of New York, the Constitution of the State of Delaware and the General
Corporation Law of the State of Delaware, and we are expressing no opinion as to
the effect of the laws of any other jurisdiction, domestic or foreign. You
should be aware that we are not admitted to practice law in the State of
Delaware.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our firm name in the prospectus forming
a part of the Registration Statement under the caption "Legal Matters." By
giving such consent, we do not admit that we are within the category of person
whose consent is required under Section 7 of the Securities Act or the rules and
regulation of the Commission issued thereunder.


                                               Very truly yours,

                                               /s/ Vinson & Elkins L.L.P.