EX-5                                                  OPINION RE: LEGALITY

                            James DeOlden, Esq.
                       Law Offices of James DeOlden
                     15375 Barranca Parkway, Suite I-101
                         Irvine, California 92618
                               (949) 450-9943


November 19, 2003


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Arizona Aircraft Spares, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Arizona Aircraft Spares, Inc., a Nevada
corporation ("Company"), in connection with its Registration Statement
on Form S-8 relating to the registration of Five Hundred Thousand Shares
(500,000) shares of its common stock ("Shares"), $0.001 par value per
Share, which are issuable pursuant to the Company's Employee Stock
Incentive Plan, and the registration of One Million Two Hundred and
Fifty Thousand Shares (1,250,000) Shares which are issuable pursuant to
the Company's Retainer Stock Option Plan for Non-Employee Directors and
Consultants.

In my representation I have examined such documents, corporate
records, and other instruments as have been provided to me for the
purposes of this opinion, including, but not limited to, the Articles of
Incorporation, and all amendments thereto, and Bylaws of the Company.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at the time of
each issuance and sale of the Shares, the Company will be a
corporation validly existing and in good standing under the laws of
the State of Nevada.

(b)  In my examination of all documents, certificates and records,
I have assumed without investigation the authenticity and
completeness of all documents submitted to me as originals, the
conformity to the originals of all documents submitted to me as
copies and the authenticity and completeness of the originals of
all documents submitted to me as copies.  I have also assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authority of all persons executing documents on behalf
of the parties thereto other than the Company, and the due
authorization, execution and delivery of all documents by the
parties thereto other than the Company.  As to matters of fact
material to this opinion, I have relied upon statements and
representations of representatives of the Company and of public
officials and have assumed the same to have been properly given and
to be accurate.

(c)  My opinion is based solely on and limited to the federal laws
of the United States of America and the laws of Nevada.  I express
no opinion as to the laws of any other jurisdiction.

Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth above, it is my opinion that
the Company is duly organized and validly existing as a corporation
under the laws of the State of Nevada, and that the Shares, when issued
and sold, will be validly issued, fully paid, and non-assessable.


Sincerely,


/s/  James DeOlden
James DeOlden, Esq.