Decrane Aircraft Holdings Inc – IPO: ‘S-1/A’ on 4/15/97 – EX-5.1

As of:  Tuesday, 4/15/97   ·   Accession #:  912057-97-13087   ·   File #:  333-19939

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement     11     69K 
                          (General Form)                                         
 2: EX-5.1      Opinion re: Legality                                   2      8K 
 3: EX-10.36    EX-10.36 Agreement Between Ift and Hi                 37     81K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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     EXHIBIT 5.1

    [LETTERHEAD]

    April 14, 1997

DeCrane Aircraft Holdings, Inc.                                                 
155 Montrose West Avenue                                                        
Suite 210                                                                       
Copley, Ohio, 44321                                                             

Re:       DeCrane Aircraft Holdings, Inc.                               
Registration Statement on Form S-1 (No. 333-19939)  

Gentlemen:                                                                      

You have requested our opinion as counsel for DeCrane Aircraft Holdings,
Inc., a Delaware corporation (the "Company"), in connection with the offer and  
sale by the Company of shares (the "Shares") of the Company's Common Stock,     
$0.01 par value per share (the "Offering"), in accordance with the Company's    
Registration Statement on Form S-1 No. 333-19939, as amended (the               
"Registration Statement").                                                      

In rendering our opinion herein, we have assumed, with your permission: 
the genuineness and authenticity of all signatures on original documents        
submitted to us; the authenticity of all documents submitted to us as           
originals; the conformity to originals of all documents submitted to us as      
copies or facsimiles; the continued accuracy of all certificates and other      
documents from public officials dated earlier than the date of this letter;     
the Registration Statement being declared effective by the Securities and       
Exchange commission; the issuance by any necessary regulatory agencies of       
appropriate permits, consents, approvals, authorizations and orders relating    
to the Offering; the offer and sale of the Shares being made in the manner      
set forth in the Registration Statement and pursuant to said permits,           
consents approvals, authorizations and orders; due adoption of resolutions by   
the Company's Board of Directors approving the offer and sale of the shares,    
the public offering price and underwriters' discount and commissions and the    
execution, delivery and performance of the Underwriting Agreement; and the      
receipt by the Company of full and valid consideration for the Shares.          

Based on the foregoing, it is our opinion that, when issued, the Shares 
will be legally issued, fully paid and non-assessable.                          

EX-5.1
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DeCrane Aircraft Holdings, Inc.                                                 
April 14, 1997                                                                  
Page 2                                                                          

 We hereby consent to the filing of this opinion as an exhibit to, and the
references to this firm contained in, the Registration Statement.               

Respectfully submitted,         

SPOLIN & SILVERMAN    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/15/97
		4/14/97		1		2			8-A12G/A,  S-1/A
									List all Filings