EXHIBIT 5.1



                            SMITH, GAMBRELL & RUSSELL
                                Attorneys At Law
                            Suite 3100, Promenade II
                          1230 Peachtree Street, N. E.
                           Atlanta, Georgia 30309-3592

                                September 6, 1996

Board of Directors
Greenwich Air Services, Inc.
4590 N.W. 36th Street
Miami, Florida 33122

Re:        Greenwich Air Services, Inc. Registration
           Statement on Form S-8 for
           Greenwich Air Services, Inc.1992 Employee Incentive and Non-Qualified
           Stock Option Plan, No. 33-____________

Gentlemen:

      In connection with the registration of (i) 378,500 shares of the Class B
Common Stock, par value $.01 (the "Class B Common Stock") of Greenwich Air
Services, Inc. (the "Company") issuable on or after May 8, 1996 under the
Company's 1992 Employee Stock Option Plan, and (ii) an aggregate of 12,100
shares of Class B Common Stock issuable under stock option agreements granted to
Chesterfield Smith, Charles A. Gabriel and Charles J. Simons, we have examined
the following:

      1.  A copy of Registration Statement No. 33-____________ to be filed
          with the Securities and Exchange Commission on or about September 6,
          1996, and the Exhibits to be filed with and as a part of said
          Registration Statement;

      2.  A copy of the Amended and Restated Certificate of Incorporation of
          the Company as referred to in said Registration Statement;

      3.  A copy of the Amended and Restated By-Laws of the Company as
          referred to in said Registration Statement;

      4.  Copies of the minutes of meetings of the Board of Directors of the
          Company or committees thereof, and oral and/or written confirmations
          deemed by us to be relevant to this opinion.

      Further in connection with this matter, we have reviewed certain of the
Company's proceedings with respect to the authorization of the issuance of such
Securities and with respect to the filing of said Registration Statement.

      Based on the foregoing, it is our opinion that: 
      (i) the Company is a corporation in good standing, duly organized and
          validly existing under the laws of the State of Delaware;



Board of Directors
September 6, 1996
Page 2

      (ii)  the necessary corporate proceedings and actions legally required for
            the registration of the Class B Common Stock have been held and 
            taken;

      (iii) the issuance and sale of the Class B Common Stock has been duly and
            validly authorized; and

      (iv)  the shares of Class B Common Stock of the Company when issued will
            be fully paid, non-assessable and free of preemptive rights.

      We consent to the filing of this opinion as an Exhibit to the
aforementioned Registration Statement on Form S-8. In giving this consent, we do
not thereby admit we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Securities and Exchange Commission thereunder.

                               Very truly yours,

                               SMITH, GAMBRELL & RUSSELL

                               /s/ HOWARD E. TURNER
                               -------------------------
                               Howard E. Turner