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EXHIBIT 5.1
[Letterhead of Cathy Sigalas]
September 20, 2000
World Airways, Inc.
13873 Park Center Road, Suite 490
Herndon, Virginia 20171
Ladies and Gentlemen:
You have requested my opinion with respect to certain matters in connection
with the filing by World Airways, Inc. (the "Company") of a Form S-3
registration statement (the "Registration Statement"), including a related
prospectus (the "Prospectus"), covering the registration of an aggregate of
699,867 shares of the $.001 par value common stock (the "Common Stock") of the
Company which are held by certain security holders (the "Selling Security
Holders").
In connection with this opinion, I have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and Bylaws, as
amended, and such other documents, records, certificates, memoranda, and
instruments as I deem necessary as a basis for this opinion.
In rendering this opinion, I have assumed with your permission the
genuineness and authenticity of all signatures on original documents; the
authenticity of all documents submitted to me as originals; the conformity to
originals of all documents submitted to me as copies; the accuracy, completeness
and authenticity of certificates of public officials; and the due authorization,
execution and delivery of all documents by all of the parties thereto where due
authorization, execution and delivery are prerequisites to the effectiveness of
such documents. I have also assumed that all individuals executing and
delivering documents had the legal capacity to so execute and deliver.
My opinion is expressed only with respect to the General Corporation Law of
the State of Delaware.
On the basis of the foregoing, in reliance thereon, and with the foregoing
qualifications, I am of the opinion that the Shares have been duly authorized
and validly issued, fully paid, and nonassessable.
I consent to the reference to me under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
This opinion is intended solely for your benefit and is not to be made
available to or to be relied upon by any other person, firm, or entity without
my prior written consent.
Very truly yours,
/s/ CATHY SIGALAS
Cathy Sigalas
General Counsel
Member of the Bar of the
Commonwealth of Virginia
