EXHIBIT 5.1
Xxxxx Day
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
April 1, 2003
Aviall, Inc.
0000 Xxxxxx Xxxxxxxxx
XXX Xxxxxxx, Xxxxx 00000
Re: Non-Qualified Stock Option Agreement
Ladies and Gentlemen:
We are acting as counsel to Aviall, Inc., a Delaware
corporation (the "Company"), in connection with the registration pursuant to the
Company's Registration Statement on Form S-8 (the "Registration Statement") of
the offer and sale by the Company of up to 500,000 shares of common stock, par
value $0.01 per share, of the Company (the "Shares") upon exercise of options to
be granted pursuant to the Non-Qualified Stock Option Agreement, dated as of
December 21, 1999, and amended as of December 21, 2002, between the Company and
Xxxx X. Xxxxxxxx (the "Agreement").
In rendering this opinion, we have examined such documents,
records and matters of law as we have deemed necessary for purposes of this
opinion. Based upon such examination and the assumptions, qualifications and
limitations set forth below, we are of the opinion that:
1. The Shares, when issued and delivered in accordance with
the provisions of the Agreement against payment of the consideration therefor as
provided in the Agreement and having a value not less than the par value
thereof, will be validly issued, fully paid and nonassessable.
2. When issued in accordance with the terms of the Rights
Agreement, dated as of December 7, 1993, as amended, between the Company and
EquiServe Trust Company, N.A. (as successor to The First National Bank of
Boston) (the "Rights Agreement"), the Rights (as defined in the Rights
Agreement) will be validly issued.
In rendering this opinion, we have (i) assumed the
authenticity of all documents represented to us to be originals, the conformity
to original documents of all copies of documents submitted to us, the accuracy
and completeness of all corporate records made available to us by the Company,
the accuracy of the statements contained in the certificates described in the
following clause (ii) and the genuineness of all signatures that purport to have
been made in a corporate, governmental, fiduciary or other capacity, and that
the persons who affixed such signatures had authority to do so, and (ii) relied
as to certain factual matters upon certificates of officers of the Company and
public officials, and we have not independently checked or verified the accuracy
of the statements contained in those certificates. In addition, our examination
of matters of law has been limited to the General Corporation Law of the State
of Delaware and the federal laws of the United States of America, in each case
as in effect on the date of this letter.
The opinion set forth in paragraph 2 is limited to the valid
issuance of the Rights under the corporation laws of the State of Delaware. We
do not express any opinion herein with respect to any other aspect of the
Rights, the effect of equitable principles or fiduciary considerations relating
to the adoption of the Rights Agreement or the issuance of the Rights or the
enforceability or any particular provisions of the Rights Agreement. In
rendering the opinion set forth in paragraph 2 above, we have assumed that the
Board of Directors of the Company has acted and will act in the good faith
exercise of its business judgment with respect to the authorization of the
issuance of the Rights and the execution of the Rights Agreement.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
/s/ Xxxxx Day
Xxxxx Day
