Exhibit 5



Letterhead of Weil, Gotshal & Manges LLP

                                  June 7, 1999



First Aviation Services Inc.
15 Riverside Avenue
Westport, Connecticut 06880

Ladies and Gentlemen:

     We have acted as counsel to First Aviation Services Inc. (the
"Corporation") in connection with the preparation of the Registration Statement
on Form S-8 (the "Registration Statement') filed by the Corporation with the
Securities and Exchange Commission on the date hereof with respect to 400,000
additional shares of Common Stock, par value $.01 per share (the "Common
Stock"), of the Corporation being registered in connection with the First
Aviation Services Inc. Stock Incentive Plan, as amended ("the "Plan").

     In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement, the Plan and such
corporate records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of officers and
representatives of the Corporation, and have made such inquiries of such
officers and representatives, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.

     In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Corporation.

     Based upon the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the 400,000 shares of Common Stock being registered
pursuant to the Registration Statement have been duly authorized and, if when
issued and delivered upon receipt by the Corporation of the required
consideration in accordance with the Plan, will be validly issued, fully paid
and non-assessable.

     We hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement.

     The opinions expressed herein are limited to the laws of the State of New
York, the corporate laws of the State of Delaware and the federal laws of the
United States, and we express no opinion as to the effect on the matters covered
by this letter of the laws of any other jurisdiction.


                                Very truly yours,



                                /s/ Weil, Gotshal & Manges LLP