<PAGE> 1
EXHIBIT 5
[BERLINER ZISSER WALTER & GALLEGOS, P.C. LETTERHEAD]
June 30, 2000
American Aircarriers Support, Incorporated
587 Greenway Industrial Drive
Lakemont Business Park
Fort Mill, South Carolina 29715
Re: Registration Statement on Form S-3 Covering 31,000
Shares of Common Stock of American Aircarriers Support, Incorporated
Gentlemen:
We have acted as counsel to American Aircarriers Support, Incorporated,
a Delaware corporation (the "Company"), in connection with the proposed offering
of 645,000 shares of Common Stock (the "Shares") in accordance with the
registration provisions of the Securities Act of 1933, as amended.
In such capacity, we have examined, among other documents, the
Registration Statement on Form S- 3 filed by the Company with the Securities and
Exchange Commission on or about June 30, 2000 (as the same may be amended from
time to time, the "Registration Statement"), covering the offering of the
Shares.
Based on the foregoing and on such further examination as we have
deemed relevant and necessary, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware.
2. The Shares have been legally and validly authorized under the
Certificate of Incorporation of the Company, as amended, and constitute duly and
validly issued, outstanding, and fully paid and nonassessable securities of the
Company.
We hereby consent to the use of our name and to the references to our
firm in the prospectus forming a part of the Registration Statement, and to the
filing of a copy of this opinion as Exhibit No. 5 thereto.
Very truly yours,
BERLINER ZISSER WALTER & GALLEGOS, P.C.
