Exhibit 5

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


June 10, 2004


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, as amended, relating to the registration of
One Million Seven Hundred and Seventy Thousand Shares (1,770,000)
shares of its common stock ("Shares"), $0.001 par value per Share,
which are issuable pursuant to the Company's Employee Stock
Incentive Plan, as amended, and the registration of Two Million Two
Hundred and Thirty Thousand Shares (2,230,000) Shares which are
issuable pursuant to the Company's Retainer Stock Option Plan for
Non-Employee Directors and Consultants, as amended.

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.