[DAVIS, POLK & WARDWELL]

[Date of Issuance], 1999

DeCrane Holdings Co.
c/o DeCrane Aircraft Holdings, Inc.
2361 Rosecrans Avenue, Suite 180
El Segundo, California 90245

Ladies and Gentlemen:

     The undersigned has acted as New York counsel to DeCrane Holdings Co., a 
Delaware corporation (the "Company"), in connection with its issuance of 
100,000 warrants (the "Warrants") to purchase shares of Common Stock, par 
value $.01 per share of the Company. We understand that the Company has filed 
a Registration Statement on Form S-1 (the "Registration Statement") with the 
Securities and Exchange Commission pursuant to the Securities Act of 1933, as 
amended (the "Act") in order to register under the Act the resale of the 
Warrants by certain holders named in the Prospectus contained in the 
Registration Statement or to be named in an accompanying supplement thereto 
("Warrantholders").

     The Warrants were issued pursuant to a Warrant Agreement (the "Warrant 
Agreement") dated as of October 5, 1998 between DeCrane Holdings Co. and State 
Street Bank and Trust Company, as Warrant Agent (the "Warrant Agent").

     We have examined originals or copies, certified or otherwise identified to 
our satisfaction, of such documents, corporate records, certificates of public 
officials and other instruments as we have deemed necessary for the purposes of 
rendering this opinion.

     Based on the foregoing, we are of the opinion that the Warrants when 
issued were duly authorized, executed and delivered by the Company and are  
valid and binding obligations of the Company, enforceable according to its 
terms, except as (x) such enforcement may be limited by bankruptcy, insolvency, 
fraudulent conveyance or similar laws affecting creditors' rights generally, 
and (y) such enforcement may be limited by general principles of equity, 
regardless of whether enforcement is sought in a proceeding at law or in equity.

     We are members of the Bar of the State of New York and the foregoing 
opinion is limited to the laws of the State of New York, the federal laws of 
the United States of America and the general corporation law of the State of 
Delaware.

     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement relating to the Exchange Offer. We also consent to the 
reference to us under the heading "Legal Matters" in the prospectus contained 
in such Registration Statement.

     This opinion is rendered solely to you in connection with the above 
matter.  This opinion may not be relied upon by you for any other purpose or 
relied upon by or furnished to any other person without our prior written 
consent, except that the holders of the Warrants may rely upon this opinion as 
if it were addressed directly to them.

The foregoing opinion is rendered as of the date hereof, and we assume no 
obligation to update such opinion to reflect any facts or circumstances which 
may hereafter come to my attention or any changes in the law which may 
hereafter occur.

                                           Very truly yours,


                                           DAVIS, POLK & WARDWELL