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                                                                EXHIBIT 5.01

                      [LETTERHEAD OF GRAHAM & JAMES LLP]

                           OPINION OF LEGAL OPINION


- ------------, 1997 


AeroCentury Corp.
1440 Chapin Avenue, Suite 310
Burlingame, California 94010

RE:      AGREEMENT AND PLAN OF MERGER AMONG AEROCENTURY CORP.
         JETFLEET AIRCRAFT, L.P. AND JETFLEET AIRCRAFT II, L.P.

Dear AeroCentury Corp.:

We have acted as counsel to AeroCentury Corp., a Delaware corporation
("AeroCentury"), in connection with the preparation, execution and delivery of
the Agreement and Plan of Merger (the "Agreement"), among AeroCentury, JetFleet
Aircraft, L.P., a California limited partnership ("JetFleet I"), and JetFleet
Aircraft II, L.P., a California limited partnership ("JetFleet II").  All
capitalized terms used herein shall, unless otherwise defined herein or the
context otherwise requires, have the meanings assigned to them in the
Agreement.  In our capacity as counsel to AeroCentury in connection with the
Agreement, we have examined such corporate instruments, documents, proceedings
and certificates of corporate officers as we have deemed appropriate in
rendering the opinion set forth below.  We have assumed the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as copies.  We have also assumed, without
investigation, the accuracy of the representations, warranties and covenants as
to factual matters made by AeroCentury in the Agreement, and the accuracy of
representations and statements as to factual matters made by the officers and
employees of AeroCentury and by government officials.

Whenever a statement herein is qualified by the phrase "to our knowledge,"
"known to us," or similar phrase, it indicates that in the course of our
representation of AeroCentury in connection with the Agreement no information
that would give us current actual knowledge of the inaccuracy of such statement
has come to the attention of the attorneys in this firm who have rendered legal
services in connection therewith.  We have not made any independent
investigation to determine the accuracy of such statement (including any search
of litigation filings in any court).  No inference as to our knowledge of any
matters bearing on the accuracy of such statement should be drawn from the fact
of our representation of AeroCentury in other matters.

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Our opinion is subject to the following qualifications and limitations:

    a.       Our opinion is limited to the effect of the laws of the State of
California, and we express no opinion as to matters governed by other laws.

    b.       In making our examination of documents and instruments executed by
persons or entities other than AeroCentury, we have assumed, without
investigation, the power and legal capacity of each such person or other entity
to enter into and perform all its obligations under such documents and
instruments, the due authorization by each such other person or entity of such
documents and instruments.

    c.       Our opinion is subject to and qualified by the information in the
AeroCentury Form S-4 Registration Statement ("Registration Statement") and all
other information delivered by AeroCentury or its representatives pursuant to,
or as part of, the Agreement, including all updates and amendments thereof.  We
express no opinion regarding the accuracy, completeness or correctness of any
matter contained or described in such Registration Statement or in the
Agreement or the effect thereof, individually and/or in the aggregate, upon the
transactions contemplated by the Agreement.

    d.       Our opinion is limited to the matters expressly set forth in this
opinion letter, and no opinion is to be implied or may be inferred beyond the
matters expressly so stated.

    e.       We disclaim any obligation to update this opinion letter for any
events, and any changes in law or the interpretation thereof, occurring after
the date hereof.

    f.       Our opinion assumes that the AeroCentury Common Stock issued
pursuant to the Merger will be evidenced by appropriate certificates that have
been properly executed and delivered.

Based upon and subject to the foregoing, we are of the opinion that at the
Effective Time, AeroCentury Common Stock issued pursuant to the Merger will be
duly authorized, and, upon issuance in accordance with the provisions of the
Agreement, will be validly issued, fully paid and nonassessable.

This opinion letter is rendered solely for the benefit of JetFleet I and
JetFleet II in connection with the above transaction.  Without our prior
written consent, this opinion letter may not be:  (i) relied upon by any other
party (other than the shareholders of AeroCentury for purposes permitted by
applicable law) or for any other purpose; (ii) quoted in whole or in part or
otherwise referred to in any report or document other than a closing memorandum
relating to the subject transactions; or (iii) furnished (the original or
copies thereof) to any party except in connection with the enforcement of the
Agreement.

Very truly yours,


/s/ GRAHAM & JAMES LLP


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