1 EXHIBIT 5 [O'MELVENY & MYERS LLP LETTERHEAD] October 16th 1 9 9 7 (213) 669-6643 411,967-001 LA1-737946.V1 International Aircraft Investors 3655 Torrance Boulevard Suite 410 Torrance, California 90503 Re: Registration of Shares of Common Stock of International Aircraft Investors Ladies and Gentlemen: At your request, we have examined Amendment No. 5 to the Registration Statement (the "Registration Statement") on Form S-1 (File No. 333-19875) of International Aircraft Investors, a California corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of 2,990,000 shares of Common Stock, par value $.01 per share, of the Company (the "Shares"). We are familiar with the proceedings taken by the Company in connection with the authorization, issuance and sale of the Shares. Subject to the completion, approval, execution and delivery of the Underwriting Agreement substantially in the form included in the Registration Statement and the completion, execution and filing with the Secretary of State of California of the Amended and Restated Articles of Incorporation of the Company substantially in the form included in the Registration Statement, we are of the opinion that the Shares will be duly authorized by all necessary corporate action on the part of the Company and, upon payment for and delivery of the Shares as contemplated by the Registration Statement and the countersigning of the certificates representing the Shares by a duly authorized signatory of the registrar for the Company's 2 Page 2 - International Aircraft Investors - October 16, 1997 Common Stock, the Shares will be validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading "Legal Matters" in the Prospectus constituting part of the Registration Statement. Respectfully submitted, O'MELVENY & MYERS LLP