EXHIBIT 5.1
Akerman, Senterfitt & Eidson, P.A.
SunTrust International Center
28th Floor
One S.E. 3rd Avenue
Miami, Florida 33131-1714
June 22, 1998
Aviation Sales Company
6905 NW 25th Street
Miami, Florida 33122
RE: REGISTRATION STATEMENT ON FORM S-4
Gentlemen:
We have acted as counsel to Aviation Sales Company, a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-4 (the "Registration Statement") for the proposed exchange
(the "Exchange") by the Company of 8 1/8% Senior Subordinated Notes Due 2008
("New Notes") for an equal principal amount of its outstanding 8 1/8% Senior
Subordinated Notes Due 2008 ("Old Notes").
In connection with the proposed Exchange, we have examined the
Company's Certificate of Incorporation and By-laws, as presently in effect, the
Company's relevant corporate proceedings, the draft Registration Statement on
Form S-4 covering the proposed Exchange, including Amendment No. 1 (the
"Registration Statement"), including the Prospectus filed as a part of the
Registration Statement, the Indenture dated February 17, 1998, in respect of the
Old Notes and the New Notes (the "Indenture"), and such other documents,
records, certificates of public officials, statutes and decisions as we
considered necessary to express the opinions contained herein. In the
examination of such documents, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
We understand that the New Notes are to be issued to the holders of the
Old Notes in the Exchange and are to be available for resale by such holders,
all in the manner described in the Prospectus, which is a part of the
Registration Statement, and in the Indenture.
Based on the foregoing and upon the representations made to us by the
officers and directors of the Company, we are of the opinion that:
Aviation Sales Company
June 2, 1998
Page 2
1. The issuance of the New Notes to the holders of the Old Notes pursuant
to the terms of the Exchange and the Indenture have been duly
authorized by all necessary corporate action of the Company.
2. When the Registration Statement shall have been declared effective by
order of the Securities and Exchange Commission and the New Notes have
been duly issued to and exchanged for the Old Notes, all in accordance
with the terms of the Exchange, the Indenture and the Registration
Statement, such New Notes will be validly issued and will constitute
binding obligations of the Company, subject, as to enforcement (i) to
any applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws relating to or affecting
creditors' rights and remedies generally and (ii) to general principles
of judicial discretion and equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity or in a
bankruptcy proceeding and except that (i) rights to contribution or
indemnification may be limited by the laws, rules or regulations of any
governmental authority or agency thereof or by public policy and (ii)
waivers as to usury, stay or extension laws may be unenforceable).
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the firm under the caption "Legal
Matters" in the Prospectus which is part of the Registration Statement regarding
the validity of the New Notes. In giving such consent, we do not thereby admit
that we are included within the category of persons whose consent is required
under Section 7 of the Securities Act and the rules and regulations promulgated
thereunder.
Sincerely,
/S/ AKERMAN, SENTERFITT & EIDSON PA
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AKERMAN, SENTERFITT & EIDSON, P.A.