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                                                                     EXHIBIT 5.1




                [Letterhead of Milbank, Tweed, Hadley & McCloy]


                                                         April 24, 1997


Banner Aerospace, Inc.
300 West Services Road
Washington, D.C.  20041

                 Re:      Registration Statement on Form S-3
                          Issuance of Shares of Series A Convertible
                          Paid-in-Kind Preferred Stock,
                          par value $.01 per share                  

Ladies and Gentlemen:

         We have acted as counsel to Banner Aerospace, Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-3, Registration No. 333-22275 (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") for the purpose of 
registering under the Securities Act of 1933, as amended, a maximum of
7,521,088 shares of Series A Convertible Paid-in-Kind Preferred Stock, par
value $.01 per share, of the Company (the "Preferred Stock").  Capitalized
terms used herein and not otherwise defined herein shall have the meanings set
forth or incorporated in the Registration Statement.

         The Preferred Stock will be issued to the holders of non-transferable
Rights to subscribe to shares of Preferred Stock who elect to exercise such
Rights by the Expiration Date as provided in the Registration Statement.  Such
Rights will be distributed to the holders of record of common stock, par value
$1.00 per share (the "Common Stock"), of the Company on the designated record
date.

         In rendering the opinions expressed below, we have examined originals,
or copies certified to our satisfaction, of such documents, corporate records
of the Company and such other documents as we have deemed necessary as a basis
for the opinions hereinafter expressed, including the following:  (a) the
Company's Restated Certificate of Incorporation, as amended, and Amended and
Restated By-laws; (b) certain resolutions adopted by the Board of Directors of
the Company concerning the Registration Statement and the capital stock of the
Company; (c) a proposed resolution to be adopted by the Company's shareholders
amending the Restated Certificate of Incorporation to authorize the Company to
issue 50,000,000 shares of Common Stock and 10,000,000 shares of preferred
stock (the "Shareholders' Resolution"); and (d) the Registration Statement.  In
such examination we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity with
the original documents of all documents submitted to us as copies and the
authenticity of the originals of such latter documents.  As to various
questions of fact material to such opinions, we have relied upon
representations and warranties as to
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factual matters made in or pursuant to the Registration Agreement and 
certificates of public officials and officers or other appropriate 
representatives of the Company.

                 Based upon and subject to the foregoing, and having regard to 
legal considerations which we deem necessary as a basis for the opinions
expressed below, we are of the opinion that upon the approval of the
Shareholders' Resolution by the shareholders of the Company and the filing of
each of (a) the related amendment to the Company's Restated Certificate of
Incorporation and (b) the Certificate of Designations, Preferences, Rights and
Limitations of the Preferred Stock with the Delaware Secretary of State, the
Preferred Stock issued upon exercise of the Rights, when issued in accordance
with the terms thereof, and the Common Stock issued upon conversion of the
Preferred Stock, when issued in accordance with the terms thereof, will have
been legally and validly issued and will be fully paid and nonassessable.

                 The foregoing opinions are limited to matters involving the
Federal laws of the United States of America, the general corporate law of the
State of Delaware and the laws of the State of New York, and we do not express
any opinion as to the laws of any other jurisdiction.

                 This opinion is addressed to you solely in connection with the
matters referred to herein and is not to be relied upon by any other person or 
for any other purpose.

                 We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement and further consent to the use of our name wherever
it appears in the Registration Statement and any amendment thereto, and the
Prospectus relating thereto.

                                        Very truly yours,


                                        /s/ Milbank, Tweed, Hadley & McCloy



DBB/MLW