As filed with the Securities and Exchange Commission on ______________, 1996
Registration Number 33-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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Form S-8
Registration Statement Under The Securities Act of 1933
CCAIR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 56-1428192
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
4700 Yorkmont Road
Second Floor
Charlotte, North Carolina 28208
(Address of principal executive offices)
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AMENDED AND RESTATED STOCK OPTION PLAN OF CCAIR, INC.
(Full title of the plan)
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Kenneth W. Gann
President
CCAIR, INC.
4700 Yorkmont Road
Second Floor
Charlotte, North Carolina 28208
(704) 359-8990
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
W. Scott Cooper, Esquire
Rayburn, Moon & Smith, P. A.
The Carillon Bldg., Ste. 1200
227 W. Trade Street
Charlotte, North Carolina 28202
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Calculation of Registration Fee
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<TABLE>
<CAPTION>
================================================================================================================================
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum
Securities to be Share to be Offering Price per Aggregate Offering Amount of
Registered Registered Share1 Price1 Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 200,000 $1.48 $296,000 $100.00
================================================================================================================================
</TABLE>
1 Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h) on the basis of the average of
the high and low prices for shares of the Registrant's Common Stock as
reported on the consolidating reporting system of the National
Association of Securities Dealers, Inc. on November 5, 1996, subject
to the statutory minimum in Section 6(b) of $100.00.
Page 1 of ______ Pages
Exhibit Index on Page ______
<PAGE>
INCORPORATION BY REFERENCE
The contents of the Registration Statements on Forms S-8 filed by
the Registrant on March 1, 1993 (File No. 33-58860) and on February
28,1995 (File No. 33-89832) are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Charlotte, State of North Carolina, on November 6,
1996.
CCAIR, INC.
By:
Kenneth W. Gann, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Kenneth W. Gann Chief Executive
Kenneth W. Gann Officer, President
and Director
(Principal
Executive Officer) November 6, 1996
/s/ Eric W. Montgomery Vice President, November 6, 1996
Eric W. Montgomery Secretary,
Treasurer and
Controller
(Principal
Accounting
Officer)
/s/ John A. Adams Director November 6, 1996
John A. Adams
/s/ Dean E. Painter, Jr. Director November 6, 1996
Dean E. Painter, Jr.
/s/ Gordon Linkon Director November 6, 1996
Gordon Linkon
/s/ K. Ray Allen Director November 6, 1996
K. Ray Allen
<PAGE>
CCAIR, INC.
EXHIBIT INDEX
Exhibit Sequentially
Number Description of Exhibit Numbered Page
4.1 Certificate of Amendment of
Certificate of Incorporation dated
July 31, 1991 and filed August 19,
1991 with the Delaware Secretary
of State incorporated by reference
to Exhibit 3.1(h) of the Annual
Report on Form 10-K for the fiscal
year ended June 30, 1991.
(Incorporated by Reference to File
No. 33-58860).
4.2 Fifth Amended and Restated Stock
Option Plan, effective November
16, 1995.
5.1 Opinion of Rayburn, Moon & Smith, P.A.
23.1 Consent of Rayburn, Moon & Smith,
P.A. is found in the opinion set
forth as Exhibit 5.1 to this
Registration Statement
23.2 Consent of Arthur Andersen, LLP.
<PAGE>
CCAIR, INC.
FIFTH AMENDED AND RESTATED STOCK OPTION PLAN
ARTICLE I
GENERAL PROVISIONS
1. Purpose. The Fifth Amended and Restated Stock Option Plan (the "Plan")
of CCAIR, Inc., (the "Company") amends and restates the Company's Fourth Amended
and Restated Plan (the "Fourth Amended Plan") adopted by the Board of Directors
on November 15, 1994. The Fourth Amended Plan amended and restated the Company's
Third Amended and Restated Stock Option (the "Third Amended Plan") adopted by
the Board of Directors on February 25, 1994. The Third Amended Plan amended and
restated the Company's Second Amended and Restated Stock Option Plan (the
"Second Amended Plan") adopted by the Company's Board of Directors on February
8, 1993. The Second Amended Plan amended and restated the Company's Amended and
Restated Stock Option Plan, (the "First Amended Plan") adopted by the Company's
Board of Directors on May 18, 1989. The First Amended Plan amended and restated
the Company's Nonqualified Stock Option Plan (the "Original Plan") adopted by
the Company's Board of Directors on February 13, 1989. The Plan is intended as
an incentive to encourage certain persons in a position to contribute materially
to the Company's success to remain with the Company and to encourage them to
continue to promote the best interests of the Company.
2. Elements of the Plan. Options granted under the Plan shall be granted
pursuant to either Article II or Article III of the Plan. Options granted
pursuant to Article II are intended to qualify as incentive stock options
("Incentive Stock Options") under Section 422A of the Internal Revenue Code of
1986, as amended (the "Code"). Options granted pursuant to Article III of the
Plan shall not qualify as Incentive Stock Options ("Nonqualified Options").
3. Administration. The Plan shall be administered by a committee of two or
more members of the Board of Directors of the Company. The Board of Directors
shall appoint the members of the committee to administer the Plan and the
committee shall be known as the Stock Option Committee. To be eligible to serve
as a member of the Stock Option Committee, the individual must be a
"disinterested person" as defined in Rule 16(b)-3(c)(2)(i) under the Securities
Exchange Act of 1934, as amended, and as such Rule is amended or interpreted by
the Securities and Exchange Commission from time to time. No member of the Board
of Directors of the Company or of the Stock Option Committee shall be liable for
any action or determination made in good faith with respect to the Plan or to
any option granted thereunder. In addition, directors shall be eligible for
indemnification from the Company, pursuant to the Company's Bylaws, for any
expenses, judgments or other costs
<PAGE>
incurred as a result of a lawsuit filed against them or any of them claiming any
rights or remedies due to their participation in the administration of the Plan.
4. Authority of Board of Directors.
(a) Subject to the other provisions of this Plan, including
paragraph (b) of this Section, the Stock Option Committee of the
Company shall have sole authority in its absolute discretion: to grant
options to officers or employees of the Company under the Plan; to
determine the number of shares subject to any option under the Plan; to
fix the option price and the duration of each option; to establish any
other terms and conditions of options; and to accelerate the time at
which any outstanding option may be exercised. The Board of Directors
shall have sole authority in its absolute discretion, subject to the
other provisions of this Plan, to terminate the Plan. In addition,
subject to the other provisions of this Plan, and with a view to
effecting its purpose, the Stock Option Committee shall have sole
authority in its absolute discretion: to construe and interpret the
Plan; to define the terms used herein; to prescribe, amend and rescind
rules and regulations relating to the Plan; to make any other
determinations necessary or advisable for the administration of the
Plan and to do everything necessary or appropriate to administer the
Plan. All decisions, determinations, and interpretations made by the
Stock Option Committee shall be binding and conclusive on all optionees
and on their legal representatives, heirs and beneficiaries.
(b) Each member of the Stock Option Committee, upon the first
to occur of (i) the effective date of this Plan, or (ii) upon
appointment as a member of the Stock Option Committee, shall be
entitled to receive options to purchase 15,000 shares of Common Stock.
Upon the date of the annual meeting of shareholders of the Company,
each member of the Stock Option Committee shall be entitled to receive
options to purchase 15,000 shares of Common Stock. This paragraph shall
not be amended more than once every six months, other than to comport
with changes to the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder.
5. Shares Subject to the Plan. By shareholder approval at the annual
meeting of shareholders held on November 6, 1996, the maximum aggregate number
of shares of Common Stock available pursuant to the Plan, subject to adjustment
as provided in Section 10 of this Article I, shall be 1,375,000 shares of the
Company's Common Stock, par value $.01 per share ("Common Stock"). Shares
subject to options may be authorized and unissued shares or previously issued
shares which have been acquired by the Company and are held in its treasury.
Shares subject to options that
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<PAGE>
terminate or expire prior to exercise shall be available for further option
grant hereunder.
6. Eligibility.
(a) Incentive Stock Options. Incentive Stock options
may be granted only to key employees of the Company or any of its
subsidiaries (including directors and officers who are key
employees).
(b) Nonqualified Options. Nonqualified Options may be
granted only to persons who are officers or directors of the
Company or any subsidiary (whether or not employees) and key
employees of the Company or any subsidiary.
(c) Number of Options. More than one option may be
granted to the same person, if otherwise eligible to receive
options pursuant to this Plan.
(d) Maximum Number of Shares That May be Acquired By Directors.
Notwithstanding any other term or provision of the Plan, the aggregate number of
shares of Common Stock that may be acquired by any director of the Company under
the Plan (including shares purchased pursuant to options granted under the Plan
or the Original Plan) shall not exceed 5% of the issued and outstanding shares
of Common Stock in the case of a director who is also an employee of the Company
or 1% of the issued and outstanding shares of Common Stock in the case of a
director who is not an employee of the Company. This limitation shall be applied
at the time an option is granted and shall be based on the number of shares of
Common Stock issued and outstanding immediately prior to such grant.
7. Terms and Conditions of Options. Stock options granted under the Plan
shall be evidenced by agreements in such form as the Board of Directors may from
time to time approve, which agreements shall comply with and be subject to the
following terms and conditions, in addition to the provisions of Article II or
Article III, as applicable:
(a) Number of Shares; Designation. Each option shall state the
number of shares to which it pertains and whether it is an Incentive
Stock Option granted under Article II of the Plan or a Nonqualified
Option granted under Article III of the Plan.
(b) Option Price. Each option shall state the option price,
which shall not be less than the fair market value (as hereinafter
defined) per share of the Common Stock at the time the option is
granted (except that for any Incentive Stock Option granted to an
employee who owns more than 10% of the combined voting power of all
classes of stock of the Company,
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<PAGE>
or of its parent or subsidiary, the option price shall not be less than
110% of fair market value). However, each Nonqualified Option issued
upon surrender of a stock option granted under the Original Plan and
outstanding immediately prior to adoption of this Plan by the Board of
Directors may have an option price equal to the option price of the
surrendered option (even if less than the then fair market value),
subject to adjustment in a manner consistent with Article I, Section
10, if such option (i) is to purchase the same number of shares of
Common Stock as the surrendered option and (ii) has a final expiration
date no later than the expiration date of the surrendered option (other
than for expiration upon the optionee's disability or death). Fair
market value shall be determined by the Board of Directors on the basis
of such factors as it deems appropriate; provided, however, that fair
market value shall be determined without regard to any restriction
other than a restriction which, by its terms, will never lapse, and
further provided, however, that if at the time the determination of
fair market value is made, the Common Stock is admitted to trading on a
national securities exchange for which sales prices are regularly
reported, fair market value shall not be less than the mean of the high
and low asked or closing sales prices reported for the Common Stock on
that exchange on the day (or most recent trading day preceding the day
on which the option is granted). For purposes of this Plan, the term
"national securities exchange" shall include the National Association
of Securities Dealers Automated Quotation System and the
over-the-counter market.
(c) Exercise of Options. Each option shall be exercisable in
one or more installments during its term, and the right to exercise may
be cumulative. At least one hundred shares may be purchased at any one
time unless the number purchased is the total number that may be
purchased under the option at that time. No option may be exercised for
any fraction of a share of Common Stock.
(d) Written Notice and Payment Required. An option granted
pursuant to the terms of this Plan shall be exercised when written
notice of that exercise has been received by the Company at its
principal office from the person entitled to exercise the option and
full payment for the shares with respect to which the option is
exercised has been received by the Company. The purchase price of any
shares purchased shall be paid in full in cash or by certified or
cashier's check payable to the order of the Company or, unless
prohibited by the applicable option agreement, by shares of Common
Stock or by a combination of cash, check, and (unless prohibited by the
applicable option agreement) shares of Common Stock. If any portion of
the purchase price is paid in shares of Common Stock, those shares
shall be tendered at their then fair
-4-
<PAGE>
market value as determined in accordance with Section 7(b) of this
Article I.
(e) Compliance With Securities Laws. The options granted under
the Plan and the shares issuable pursuant to the Plan may, at the
option of the Company, be registered under applicable federal and state
securities laws, but the Company shall have no obligation to undertake
any such registrations. Shares of Common Stock shall not be issued with
respect to any option granted under the Plan unless the exercise of
that option and the issuance and delivery of those shares pursuant to
that exercise shall comply with all relevant provisions of state and
federal law including, without limitation, the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be
listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. The Board of Directors may
also require an optionee to furnish evidence satisfactory to the
Company, including a written and signed representation letter and
consent to be bound by any transfer restriction imposed by law, legend,
condition, or otherwise, that the shares are being purchased only for
investment and without any present intention to sell or distribute the
shares in violation of any state or federal law, rule, or regulation.
Further, each optionee shall consent to the imposition of a legend on
the shares of Common Stock subject to his or her option restricting
their transferability as required by law or by this Plan.
(f) Options Not Transferable. Options granted pursuant to this
Plan may not be sold, pledged, assigned, or transferred in any manner
otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of an optionee only by that optionee.
(g) Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of this Plan shall expire on the date
specified in the applicable option agreement, but in no event shall any
option expire later than 10 years from the date on which the option is
granted. Moreover, any Incentive Stock Option granted to an employee
who owns more than 10% of the combined voting power of all classes of
stock of the Company, or of its parent or subsidiary, must expire
within five years from the date of grant. In addition, each option
shall be subject to early termination as provided in the Plan or
applicable option agreement.
-5-
<PAGE>
(h) Termination of Employment, Disability or Death.
(i) Except as otherwise provided in the applicable
option agreement, if an optionee ceases to be employed by the
Company, its parent, or any of its subsidiaries (or a
corporation or a parent or subsidiary of such corporation
issuing or assuming a stock option in a transaction to which
Section 425(a) of the Code applies), for any reason other than
disability or death, his or her option shall terminate
immediately on the date of such termination.
(ii) Except as otherwise provided in the applicable
option agreement, if an optionee becomes disabled within the
meaning of Section 22(e)(3) of the Code while employed by the
Company, or its parent or any of its subsidiaries (or a
corporation or a parent or subsidiary of such corporation
issuing or assuming a stock option in a transaction to which
Section 425(a) of the Code applies), his or her option may be
exercised (to the extent it is exercisable immediately prior
to such termination) at any time within 12 months after the
date of termination of employment due to disability.
(iii) Except as otherwise provided in the applicable
option agreement, if an optionee dies while employed by the
Company, its parent or any of its subsidiaries, (or a
corporation or a parent or subsidiary of such corporation
issuing or assuming a stock option in a transaction to which
Section 425(a) of the Code applies), his or her option may be
exercised (to the extent it is exercisable immediately prior
to such termination) at any time within 12 months after the
date of death. During this period, the option may be
exercised, except as otherwise provided in the applicable
option agreement, by the person or persons to whom the
optionees rights under the option shall pass by will or by the
laws of descent and distribution.
(i) Rights as a Stockholder. An optionee or a permitted
transferee of an option shall have no rights as a stockholder with
respect to any shares issuable or deliverable pursuant to this Plan
until the date of the issuance of a stock certificate to him for such
shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the
date such stock certificate is issued, except as provided in Section 10
of Article I.
-6-
<PAGE>
(j) Option Agreements. The option agreements authorized under
the Plan may differ from one another and shall contain such other
provisions not inconsistent with the Plan as applicable as the Stock
Option Committee may in its discretion deem advisable from time to
time, including, without limitation, conditions precedent to the
exercise of the option covered by any agreement, which conditions may
include the satisfaction of specified performance criteria by the
Company or the optionee.
8. Tax Withholding. The exercise of any option granted under the Plan
is subject to the condition that if at any time the Company shall determine, in
its discretion, that the satisfaction of withholding tax or other withholding
liabilities under any state or federal law is necessary or desirable as a
condition of, or in any connection with, such exercise or the delivery or
purchase of shares pursuant thereto, then in such event, the exercise of the
option shall not be effective unless such withholding tax or other withholding
liabilities shall have been satisfied in a manner acceptable to the Company.
9. Employment. Nothing in the Plan or in any option shall
confer upon any eligible employee any right to continued employment
by the Company, or by its parent or subsidiary corporations, or
limit in any way the right of the Company or its parent or
subsidiary corporation at any time to terminate or alter the terms
of that employment.
10. Changes in Stock. In the event of a stock dividend, split-up or
combination of shares, recapitalization or merger in which the Company is the
surviving corporation or other similar capital change, an appropriate and
proportionate adjustment shall be made in the maximum number and kind of shares
as to which options may be granted under the Plan. A corresponding adjustment
changing the number or kind of shares allocated to unexercised options granted
prior to such change shall likewise be made. Any adjustment in outstanding
options shall be made without change in the aggregate purchase price applicable
to the unexercised portion of the option, but with a corresponding adjustment in
the price for each share covered by the option. In making any adjustment
pursuant to this section, any fractional shares shall be disregarded. In the
event of a consolidation or a merger in which the Company is not the surviving
corporation, or any other merger in which the stockholders of the Company
exchange their shares of stock in the Company for stock of another corporation,
or in the event of complete liquidation of the Company, or in the case of a
tender offer accepted by the Board of Directors, all outstanding options shall
thereupon terminate, provided that the Board may, prior to the effective date of
any such consolidation or merger, either (i) make all outstanding options
immediately exercisable, or (ii) authorize a payment to each optionee that
approximates the economic benefit he or she would have realized if his option
were
-7-
<PAGE>
exercised immediately before such effective date, or (iii) arrange to have the
surviving corporation grant to the optionees replacement options on terms which
the Board shall determine to be fair and reasonable.
11. Effective Date of Plan. The Original Plan became effective on
February 13, 1989, when it was adopted by the Company's Board of Directors. The
First Amended Plan became effective on May 18, 1989, the date it was approved by
the Company's Board of Directors, subject to the First Amended Plan's approval
by a majority of the total votes eligible to be cast at a meeting of the
Company's stockholders. The Second Amended Plan became effective on February 8,
1993, the date it was approved by the Board of Directors. The Third Amended Plan
became effective on February 25, 1994, the date it was approved by the Board of
Directors. The Fourth Amended Plan became effective on November 15, 1994 the
date it was approved by the Company's Board of Directors. The Plan shall be
effective November 16, 1995, the date it has been approved by the Company's
Board of Directors and a majority of the total votes eligible to be cast at a
meeting of the Company's stockholders. However, the Original Plan, the First
Amended Plan, the Second Amended Plan, the Third Amended Plan and the Fourth
Amended Plan shall continue to be effective only so long as there remain
outstanding, and only with respect to, unexercised, nonqualified options issued
under the Original Plan, which are not surrendered for issuance of replacement
nonqualified options under the Plan.
12. Termination and Amendment of Plan. The Plan may be terminated at any
time by the Board of Directors. Unless sooner terminated the Plan shall
terminate no later than February 12, 1999. No options shall be granted under the
Plan after that date. Subject to the limitation contained in Section 4(b) and
Section 13 of this Article I, the Board of Directors may at any time amend or
revise the terms of the Plan, including the form and substance of the option
agreements to be used hereunder; provided that no amendment or revision shall
(a) increase the maximum aggregate number of shares available under this Plan,
except as permitted under Section 10 of this Article I; (b) change the minimum
purchase price for shares subject to options granted under the Plan except as
permitted under Section 10 of this Article I; (c) extend the time within which
options may be exercised; (d) change the designation of the persons eligible to
receive options under the Plan; or (e) change the designation of persons
eligible to serve as members of the Stock Option Committee.
13. Prior Rights and Obligations. No amendment, suspension, or
termination of the Plan shall, without the consent of the optionee, alter or
impair any of that optionee's rights or obligations under any option granted
under the Plan prior to such amendment, suspension, or termination.
-8-
<PAGE>
14. Construction. The provisions set forth in Article II shall not
apply to Nonqualified Options granted pursuant to Article III of this Plan.
Likewise, the provisions set forth in Article III shall not apply to Incentive
Stock Options granted pursuant to Article II of this Plan.
ARTICLE II
INCENTIVE STOCK OPTIONS
Options granted pursuant to this Article II of the Plan shall
constitute Incentive Stock Options under Section 422A of the Code and shall be
designated as such at the time of grant. Incentive Stock Options granted
pursuant to this Article II shall be subject to the terms, conditions and
limitations set forth in Article I above and to the following:
1. Maximum Amount of Incentive Stock Options. The maximum aggregate
fair market value of Common Stock, determined as of the time the Incentive Stock
Option is granted, for which any employee may be granted Incentive Stock Options
(as defined in Section 422A(b) of Code) exercisable for the first time during
any calendar year under all incentive stock option plans of the Company and any
parent, subsidiary, and predecessor corporations, shall not exceed $100,000. Any
option in excess of the foregoing limitation shall be granted pursuant to
Article III of this Plan and shall be clearly and specifically designated as not
being an Incentive Stock Option.
2. Compliance with Section 422A of the Code. This Plan is intended to
comply in every respect with Section 422A of the Code and the regulations
promulgated thereunder with regard to the grant of Incentive Stock Options and
the purchase and delivery of shares of Common Stock upon the exercise thereof.
In the event any future statute or regulation shall modify Section 422A, this
Plan shall be deemed to incorporate by reference such modification for purposes
of granting Incentive Stock Options or the purchase and delivery of any shares
of Common Stock upon the exercise thereof. Any option agreement relating to an
Incentive Stock Option granted pursuant to this Plan that is outstanding and
unexercised at the time any modifying statute or regulation becomes effective
shall also be deemed to incorporate by reference such modification, and no
notice of such modification need be given to the optionee. If any provision of
this Plan is determined to disqualify the shares purchasable pursuant to
Incentive Stock Options granted under this Plan from the special tax treatment
provided by Section 422A, such provision shall be deemed to incorporate by
reference for purposes of the Incentive Stock Options the modification required
to qualify the shares for said tax treatment.
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<PAGE>
ARTICLE III
NONQUALIFIED-STOCK OPTIONS
Options granted pursuant to this Article III shall constitute
Nonqualified Options and shall not be treated as Incentive Stock Options under
Section 422A of the Code. Nonqualified Options shall be subject to the terms,
conditions and limitations set forth in Article I above, as applicable, and to
the following:
1. Termination of Nonemployee Relationships with the Company. If a
nonemployee optionee ceases to serve the Company in the capacity which made the
optionee eligible to receive Nonqualified Options pursuant to Article III of
this Plan, then the optionee's rights upon such termination shall be governed in
the manner of an optionee's rights upon termination of employment as set forth
in Article I of this Plan.
IN WITNESS WHEREOF, this Fifth Amended and Restated Stock Option Plan is
executed on behalf of the Company as of November 6, 1996.
CCAIR, Inc.
By:
President
ATTEST:
Assistant Secretary
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<PAGE>
Exhibit 5.1
(Rayburn, Moon & Smith, P.A. Letterhead)
November 6, 1996
CCAIR, Inc.
100 Terminal Road
Second Floor
Charlotte, North Carolina 28208
Re: CCAIR, Inc. Common Stock, par value $0.01 per share
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement"), which CCAIR, Inc. (the "Company") intends to
file with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of an additional
200,000 shares of Common Stock par value $0.01 per share (the "Shares"). The
Registration Statement relates to the registration of the Shares, which are to
be offered under the Fifth Amended and Restated Stock Option Plan of CCAIR, Inc.
(the "Plan"). We are familiar with the proceedings taken and to be taken in
connection with the authorization, issuance and sale of the Shares.
Additionally, we have examined such questions of law and fact as we have
considered necessary or appropriate for purposes of this opinion.
Based upon the foregoing and the proceedings to be taken by the Company
as referred to above, we are of the opinion that the Shares to be issued under
the Plan have been duly authorized, and upon the issuance of Shares under the
terms of the Plan and delivery and payment therefor of legal consideration in
excess of the aggregate par value of the Shares issued, such Shares will be
validly issued, fully paid and nonassessable.
<PAGE>
Exhibit 5.1
Page Two
November 6, 1996
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters" of the prospectus included therein.
Very truly yours,
Rayburn, Moon & Smith, P.A.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated September 27, 1996 included in
CCAIR, Inc.'s Form 10-K for the year ended June 30, 1996, into this
registration statement on Form S-8 and all references to our firm included
in this registration statement.
Arthur Andersen LLP
Charlotte, North Carolina
November 12, 1996
<PAGE>
