S-4/A

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As filed with the Securities and Exchange Commission on June 23, 2005

Registration No. 333-116749

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 4 to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Atlantic Express Transportation Corp.
Subsidiary Guarantors Listed On Schedule A Hereto
(Exact names of registrants as specified in their charters)

New York	4151	13-392-4567
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

7 North Street
Staten Island, New York 10302-1205
(718) 442-7000
(Address, including zip code, and telephone number, including area code,
of each of the registrants' principal executive offices)

Neil J. Abitabilo
Chief Financial Officer
7 North Street
Staten Island, New York 10302-1205
(718) 556-8079
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Robert A. Zuccaro, Esq.
Latham & Watkins LLP
885 Third Avenue Suite 1000
New York, New York 10022-4802
(212) 906-1200

        Approximate date of commencement of proposed exchange offer:    As soon as practicable after the effective date of this registration statement.

        If any of the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A
SUBSIDIARY GUARANTORS

Company	Place of Organization
180 Jamaica Corp.	New York
201 West Sotello Realty, Inc.	California
Amboy Bus Co., Inc.	New York
Atlantic Express Coachways, Inc.	New Jersey
Atlantic Express New England, Inc.	Massachusetts
Atlantic Express of California, Inc.	California
Atlantic Express of Illinois, Inc.	Illinois
Atlantic Express of L.A. Inc.	California
Atlantic Express of Missouri Inc.	Missouri
Atlantic Express of New Jersey, Inc.	New Jersey
Atlantic Express of Pennsylvania, Inc.	Delaware
Atlantic Paratrans of Arizona, Inc.	Arizona
Atlantic Paratrans of NYC, Inc.	New York
Atlantic Paratrans, Inc.	New York
Atlantic Queens Bus Corp.	New York
Atlantic Transit, Corp.	New York
Atlantic-Conn. Transit, Inc.	Connecticut
Atlantic-Hudson, Inc.	New York
Block 7932, Inc.	New York
Brookfield Transit Inc.	New York
Central New York Reorganization Corp.	New York
Courtesy Bus Co., Inc.	New York
Fiore Bus Service, Inc.	Massachusetts
Groom Transportation, Inc.	Massachusetts
G.V.D. Leasing Co., Inc.	New York
James McCarty Limo Service, Inc.	Massachusetts
Jersey Bus Sales, Inc.	New Jersey
Jersey Business Land Co., Inc.	New Jersey
K. Corr, Inc.	New York
Merit Transportation Corp.	New York
Metro Affiliates, Inc.	New York
Metropolitan Escort Service, Inc.	New York
Midway Leasing Inc.	New York
Mountain Transit, Inc.	Vermont
R. Fiore Bus Service, Inc.	Massachusetts
Raybern Bus Service, Inc.	New York
Raybern Capital Corp.	New York
Raybern Equity Corp.	New York
Robert L. McCarthy & Son, Inc.	Massachusetts
Staten Island Bus, Inc.	New York
Temporary Transit Service, Inc.	New York
T-NT Bus Service, Inc.	New York
Transcomm, Inc.	Massachusetts
Winsale, Inc.	New Jersey
Wrightholm Bus Line, Inc.	Vermont

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21. Exhibits and Financial Data Schedules.

(A)

Exhibits

        The following is a list of all the exhibits filed as part of the Registration Statement.

3.1	Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K, filed with the SEC on October 15, 1997, File No. 333-25507).
3.2	Certificate of Amendment, dated November 19, 2003, to the Certificate of Incorporation of the Company.
3.3	Certificate of Amendment, dated April 20, 2004, to the Certificate of Incorporation of the Company.
3.4	Amended and Restated By-Laws of the Company.
4.1	Indenture, dated April 22, 2004, relating to the 12% Senior Secured Notes due 2008 and the Senior Secured Floating Rate Notes due 2008, among the Company, the guarantors party thereto and The Bank of New York, as trustee and collateral agent.
4.2	Registration Rights Agreement, dated April 22, 2004, between the Company and Jefferies & Company, Inc., as initial purchaser.
4.3	Warrant Agreement, dated April 22, 2004, between the Company and The Bank of New York, as warrant agent.
4.4	Equity Registration Rights Agreement, dated April 22, 2004, among the Company, Atlantic Express Transportation Group, Inc., and Jefferies & Company, Inc., as initial purchaser.
4.5	Security Agreement, dated April 22, 2004, among the Company, the guarantors party thereto and The Bank of New York, as collateral agent.
4.6	Intercreditor Agreement, dated April 22, 2004, among the Company, The Bank of New York, as collateral agent, and Congress Financial Corporation, as revolving loan agent.
4.7	Supplemental Indenture, dated March 3, 2005, among the Company, the guarantors party thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
4.8	Note and Warrant Purchase Agreement, among the Company, the guarantors party thereto, and Airlie Opportunity Capital Management, L.P., dated March 3, 2005 (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
4.9	Promissory Note, dated March 3, 2005 (incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
4.10	Warrant, dated March 3, 2005 (incorporated by reference to Exhibit 4.4 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
4.11	Equity Registration Rights Agreement, dated March 3, 2005, among the Company, Atlantic Express Transportation Group, Inc. and Airlie Opportunity Capital Management, L.P. (incorporated by reference to Exhibit 4.5 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
4.12	Amended and Restated Intercreditor Agreement, dated March 3, 2005, among the Company, the guarantors party thereto, The Bank of New York, as collateral agent, Airlie Opportunity Capital Management, L.P. and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.6 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).

II-1

4.13	Security Agreement, dated March 3, 2005, among the Company, the guarantors party thereto and Airlie Opportunity Capital Management, L.P. (incorporated by reference to Exhibit 4.7 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
5.2*	Opinion of Latham & Watkins LLP, local counsel to the Company.
5.3*	Opinion of Day, Berry & Howard LLP, local counsel to the Company.
5.4*	Opinion of Day, Berry & Howard LLP, local counsel to the Company.
5.5*	Opinion of David S. Chien, Esq., local counsel to the Company.
5.6*	Opinion of Silverman Sclar Shin & Byrne PLLC, local counsel to the Company.
5.7*	Opinion of Spencer Fane Britt & Browne LLP, local counsel to the Company.
5.8*	Opinion of Gallagher & Kennedy, P.A., local counsel to the Company.
5.1	Opinion of Latham & Watkins LLP, special counsel to the Company.
10.1	Second Amended and Restated Loan and Security Agreement, dated April 22, 2004.
10.2	Fourth Amended and Restated Employment Agreement, dated November 25, 2003, among, Atlantic Express Transportation Group Inc., the Company and Domenic Gatto.
10.3	Amendment, dated April 20, 2004, to Employment Agreement of Domenic Gatto.
10.4	Retention Agreement, dated December 24, 2003, between Atlantic Express Transportation Group Inc. and Peter Frank.
10.5	Employment Agreement, dated September 2, 2003, between Atlantic Express Transportation Group Inc., the Company and Neil Abitabilo.
10.6	Advisory Services Agreement, dated December 24, 2003, among Atlantic Express Transportation Group Inc., the Company and GSCP, Inc.
10.7	Stockholders Agreement, dated as of December 24, 2003, between Atlantic Express Transportation Group Inc. and its stockholders.
10.8	The Board of Education of the City of New York, serial no. 0070, dated July 19, 1979 (incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K, filed with the SEC on October 15, 1997, File No. 333-25507).
10.9	The Board of Education of the City of New York, serial no. 8108 (incorporated by reference to Exhibit 10.13 of the Company's Annual Report on Form 10-K, filed with the SEC on October 15, 1997, File No. 333-25507).
10.10	Extension and Eleventh Amendment of Contract for Special Education Pupil Transportation Services by and among The Board of Education of the City of New York, Amboy Bus Co., Inc. and Staten Island Bus,  Inc.
10.11	The Board of Education of the City of New York, serial no. 9888 by and between The Board of Education of the City of New York and Amboy Bus Co., Inc. (incorporated by reference to Exhibit 10.15 of the Company's Annual Report on Form 10-K, filed with the SEC on October 15, 1997, File No. 333-25507).
10.12	Extension and Ninth Amendment of Contract for Regular Education Pupil Transportation Services, by and between The Board of Education of the City of New York and Amboy Bus Co., Inc.
10.13	Memorandum of Understanding, dated February 27, 2003, among The Board of Education of the City of New York and various school bus transportation providers, including Amboy Bus Co., Inc. and Staten Island Bus,  Inc.
10.14	New York City Transit Authority Contract #00D7815B, dated July 2001, by and between New York City Transit Authority and Atlantic Paratrans, Inc.
10.15	Tax Sharing Agreement, dated as of December 22, 2000, between Atlantic Express Transportation Group Inc. and the Company.
10.16	Senior Unsecured Term Note, dated as of August 5, 2004 among Atlantic Express Transportation Corp. and GSCP II Holdings (AE), L.L.C. and GSC Recovery II, L.P.
10.17	Amendment No. 3 to Second Amended and Restated Loan and Security Agreement, dated October 14, 2004.
10.18	Amendment No. 4 to Second Amended and Restated Loan and Security Agreement, dated January 19, 2005 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).

II-2

10.19	Waiver Agreement, dated January 19, 2005 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
10.20	Letter Agreement, dated January 13, 2005 (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
10.21	Letter Agreement, dated March 2, 2005 (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
10.22	Amendment No. 5 to Second Amended and Restated Loan and Security Agreement, dated March 3, 2005 (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
10.23	Contract of Sale, dated April 15, 2005, for the real property located in Bronx, New York (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on April 21, 2005, File No. 000-24247) .
10.24	Lease, for the real property located in Bronx, New York (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, filed with the SEC on April 21, 2005, File No. 000-24247) ..
10.25	Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate, dated April 12, 2005, for the real property located in Los Angeles, California (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K, filed with the SEC on April 21, 2005, File No. 000-24247) .
10.26	Standard Industrial/Commercial Single-Tenant Lease, dated April 12, 2005, for the real property located in Los Angeles, California (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K, filed with the SEC on April 21, 2005, File No. 000-24247) .
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges.
16.1	Letter of Ernst & Young LLP, dated November 10, 2004.
21.1	Subsidiaries of the Registrant.
23.1	Consent of Latham & Watkins LLP, special counsel to the Company (included in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP, dated June 8, 2005.
23.3	Consent of BDO Seidman, LLP, dated June 8, 2005.
24.1	Power of Attorney.
25.1	Statement of Eligibility of The Bank of New York, as trustee, on Form T-1.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Registered Holders and DTC Participants.
99.4	Form of Letter to Clients.
99.5	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
99.6	Press Release, dated February 15, 2005 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
99.7	Press Release, dated March 1, 2005 (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
99.8	Press Release, dated March 4, 2005 (incorporated by reference to Exhibit 99.3 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).

*

Filed herewith

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act, Atlantic Express Transportation Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Staten Island, State of New York, on June 23, 2005.

ATLANTIC EXPRESS TRANSPORTATION CORP.
By:	/s/  NEIL J. ABITABILO Neil J. Abitabilo Chief Financial Officer

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by each of the following persons in the capacities indicated on June 23, 2005.

SIGNATURE	TITLE
* Peter Frank	Chairman of the Board of Directors
* Domenic Gatto	Director, Chief Executive Officer and President (Principal Executive Officer)
* Matthew Kaufman	Director
/s/  NEIL J. ABITABILO Neil J. Abitabilo	Chief Financial Officer (Principal Financial and Accounting Officer)

* By: /s/  NEIL J. ABITABILO Neil J. Abitabilo
Attorney-in-Fact

II-4

        Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule A hereto certifies that it reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Staten Island, State of New York, on June 23, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule A hereto.
By:	/s/  NEIL J. ABITABILO Neil J. Abitabilo Chief Financial Officer

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by each of the following persons in the capacities indicated on June 23, 2005.

SIGNATURE	TITLE
* Peter Frank	Chairman of the Board of Directors
* Domenic Gatto	Director, Chief Executive Officer and President (Principal Executive Officer)
* Matthew Kaufman	Director
/s/  NEIL J. ABITABILO Neil J. Abitabilo	Chief Financial Officer (Principal Financial and Accounting Officer)

* By: /s/  NEIL J. ABITABILO Neil J. Abitabilo
Attorney-in-Fact

II-5

EXHIBIT LIST

3.1	Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K, filed with the SEC on October 15, 1997, File No. 333-25507).
3.2	Certificate of Amendment, dated November 19, 2003, to the Certificate of Incorporation of the Company.
3.3	Certificate of Amendment, dated April 20, 2004, to the Certificate of Incorporation of the Company.
3.4	Amended and Restated By-Laws of the Company.
4.1	Indenture, dated April 22, 2004, relating to the 12% Senior Secured Notes due 2008 and the Senior Secured Floating Rate Notes due 2008, among the Company, the guarantors party thereto and The Bank of New York, as trustee and collateral agent.
4.2	Registration Rights Agreement, dated April 22, 2004, between the Company and Jefferies & Company, Inc., as initial purchaser.
4.3	Warrant Agreement, dated April 22, 2004, between the Company and The Bank of New York, as warrant agent.
4.4	Equity Registration Rights Agreement, dated April 22, 2004, among the Company, Atlantic Express Transportation Group, Inc., and Jefferies & Company, Inc., as initial purchaser.
4.5	Security Agreement, dated April 22, 2004, among the Company, the guarantors party thereto and The Bank of New York, as collateral agent.
4.6	Intercreditor Agreement, dated April 22, 2004, among the Company, The Bank of New York, as collateral agent, and Congress Financial Corporation, as revolving loan agent.
4.7	Supplemental Indenture, dated March 3, 2005, among the Company, the guarantors party thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
4.8	Note and Warrant Purchase Agreement, among the Company, the guarantors party thereto, and Airlie Opportunity Capital Management, L.P., dated March 3, 2005 (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
4.9	Promissory Note, dated March 3, 2005 (incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
4.10	Warrant, dated March 3, 2005 (incorporated by reference to Exhibit 4.4 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
4.11	Equity Registration Rights Agreement, dated March 3, 2005, among the Company, Atlantic Express Transportation Group, Inc. and Airlie Opportunity Capital Management, L.P. (incorporated by reference to Exhibit 4.5 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
4.12	Amended and Restated Intercreditor Agreement, dated March 3, 2005, among the Company, the guarantors party thereto, The Bank of New York, as collateral agent, Airlie Opportunity Capital Management, L.P. and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.6 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
4.13	Security Agreement, dated March 3, 2005, among the Company, the guarantors party thereto and Airlie Opportunity Capital Management, L.P. (incorporated by reference to Exhibit 4.7 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
5.1	Opinion of Latham & Watkins LLP, special counsel to the Company.
5.2*	Opinion of Latham & Watkins LLP, local counsel to the Company.
5.3*	Opinion of Day, Berry & Howard LLP, local counsel to the Company.
5.4*	Opinion of Day, Berry & Howard LLP, local counsel to the Company.

5.5*	Opinion of David S. Chien, Esq., local counsel to the Company.
5.6*	Opinion of Silverman Sclar Shin & Byrne PLLC, local counsel to the Company.
5.7*	Opinion of Spencer Fane Britt & Browne LLP, local counsel to the Company.
5.8*	Opinion of Gallagher & Kennedy, P.A., local counsel to the Company.
10.1	Second Amended and Restated Loan and Security Agreement, dated April 22, 2004.
10.2	Fourth Amended and Restated Employment Agreement, dated November 25, 2003, among, Atlantic Express Transportation Group Inc., the Company and Domenic Gatto.
10.3	Amendment, dated April 20, 2004, to Employment Agreement of Domenic Gatto.
10.4	Retention Agreement, dated December 24, 2003, between Atlantic Express Transportation Group Inc. and Peter Frank.
10.5	Employment Agreement, dated September 2, 2003, between Atlantic Express Transportation Group Inc., the Company and Neil Abitabilo.
10.6	Advisory Services Agreement, dated December 24, 2003, among Atlantic Express Transportation Group Inc., the Company and GSCP, Inc.
10.7	Stockholders Agreement, dated as of December 24, 2003, between Atlantic Express Transportation Group Inc. and its stockholders.
10.8	The Board of Education of the City of New York, serial no. 0070, dated July 19, 1979 (incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K, filed with the SEC on October 15, 1997, File No. 333-25507).
10.9	The Board of Education of the City of New York, serial no. 8108 (incorporated by reference to Exhibit 10.13 of the Company's Annual Report on Form 10-K, filed with the SEC on October 15, 1997, File No. 333-25507).
10.10	Extension and Eleventh Amendment of Contract for Special Education Pupil Transportation Services by and among The Board of Education of the City of New York, Amboy Bus Co., Inc. and Staten Island Bus,  Inc.
10.11	The Board of Education of the City of New York, serial no. 9888 by and between The Board of Education of the City of New York and Amboy Bus Co., Inc. (incorporated by reference to Exhibit 10.15 of the Company's Annual Report on Form 10-K, filed with the SEC on October 15, 1997, File No. 333-25507).
10.12	Extension and Ninth Amendment of Contract for Regular Education Pupil Transportation Services, by and between The Board of Education of the City of New York and Amboy Bus Co., Inc.
10.13	Memorandum of Understanding, dated February 27, 2003, among The Board of Education of the City of New York and various school bus transportation providers, including Amboy Bus Co., Inc. and Staten Island Bus,  Inc.
10.14	New York City Transit Authority Contract #00D7815B, dated July 2001, by and between New York City Transit Authority and Atlantic Paratrans, Inc.
10.15	Tax Sharing Agreement, dated as of December 22, 2000, between Atlantic Express Transportation Group Inc. and the Company.
10.16	Senior Unsecured Term Note, dated as of August 5, 2004 among Atlantic Express Transportation Corp. and GSCP II Holdings (AE), L.L.C. and GSC Recovery II, L.P.
10.17	Amendment No. 3 to Second Amended and Restated Loan and Security Agreement, dated October 14, 2004.
10.18	Amendment No. 4 to Second Amended and Restated Loan and Security Agreement, dated January 19, 2005 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
10.19	Waiver Agreement, dated January 19, 2005 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
10.20	Letter Agreement, dated January 13, 2005 (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).

10.21	Letter Agreement, dated March 2, 2005 (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
10.22	Amendment No. 5 to Second Amended and Restated Loan and Security Agreement, dated March 3, 2005 (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
10.23	Contract of Sale, dated April 15, 2005, for the real property located in Bronx, New York (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on April 21, 2005, File No. 000-24247).
10.24	Lease, for the real property located in Bronx, New York (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, filed with the SEC on April 21, 2005, File No. 000-24247).
10.25	Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate, dated April 12, 2005, for the real property located in Los Angeles, California (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K, filed with the SEC on April 21, 2005, File No. 000-24247).
10.26	Standard Industrial/Commercial Single-Tenant Lease, dated April 12, 2005, for the real property located in Los Angeles, California (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K, filed with the SEC on April 21, 2005, File No. 000-24247).
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges.
16.1	Letter of Ernst & Young LLP, dated November 10, 2004.
21.1	Subsidiaries of the Registrant.
23.1	Consent of Latham & Watkins LLP, special counsel to the Company (included in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP, dated June 8, 2005.
23.3	Consent of BDO Seidman, LLP, dated June 8, 2005.
24.1	Power of Attorney.
25.1	Statement of Eligibility of The Bank of New York, as trustee, on Form T-1.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Registered Holders and DTC Participants.
99.4	Form of Letter to Clients.
99.5	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
99.6	Press Release, dated February 15, 2005 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
99.7	Press Release, dated March 1, 2005 (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).
99.8	Press Release, dated March 4, 2005 (incorporated by reference to Exhibit 99.3 of the Company's Current Report on Form 8-K, filed with the SEC on March 7, 2005, File No. 000-24247).

*

Filed herewith

QuickLinks

SCHEDULE A SUBSIDIARY GUARANTORS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT LIST

EX-5.2

Exhibit 5.2

	53rd at Third
	885 Third Avenue
	New York, New York 10022-4834
	Tel: (212) 906-1200 Fax: (212) 751-4864
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Boston	New York
	Brussels	Northern Virginia
June 20, 2005	Chicago	Orange County
	Frankfurt	Paris
	Hamburg	San Diego
Atlantic Express Transportation Corp.	Hong Kong	San Francisco
7 North Street	London	Shanghai
Staten Island, New York 10302-1205	Los Angeles	Silicon Valley
	Milan	Singapore
	Moscow	Tokyo
	New Jersey	Washington, D.C.
	File No. 024896-0016

Re:Registration Statement on Form S-4 (File No. 333-116749)

Ladies and Gentlemen:

We have acted as special counsel to Atlantic Express Transportation Corp., a New York corporation (the “Company”), in connection with the registration of (i) $105,000,000 in aggregate principal amount of the Company’s 12% Series B Senior Secured Notes due 2008 (the “12% Exchange Notes”), (ii) $10,000,000 in aggregate principal amount of the Company’s Series B Senior Secured Floating Rate Notes due 2008 (the “Floating Rate Exchange Notes” and, together with the 12% Exchange Notes, the “Exchange Notes”) and (iii) the guarantees of the Exchange Notes (the “Guarantees”) by each of the entities listed on Schedule A hereto (each a “Guarantor” and, collectively, the “Guarantors”), under the Indenture dated as of April 22, 2004, as supplemented by the First Supplemental Indenture dated as of March 3, 2005 (collectively, the “Indenture”), among the Company, the Guarantors and The Bank of New York, as trustee (the “Trustee”), and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 23, 2004 (File No. 333-116749), as amended by Amendment No. 1 filed with the Commission on November 12, 2004, Amendment No. 2 filed with the Commission on April 19, 2005 and Amendment No. 3 filed with the Commission on June 8, 2005 (collectively, the “Registration Statement”).  The Exchange Notes and Guarantees will be issued in exchange for the Company’s outstanding 12% Series A Senior Secured Notes due 2008 and Series A Senior Secured Floating Rate Notes due 2008 (together, the “Outstanding Notes”) on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”) and the letter of transmittal filed as an exhibit thereto.  Capitalized terms used herein without definition have the meanings assigned to them in the Indenture. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as to the enforceability of the Exchange Notes and the Guarantees.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.

We are opining herein as to the internal laws of the State of New York and the general corporation law of the States of California and Illinois, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, or in the case of California and Illinois, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.  We have separately provided to you an opinion with respect to various matters under the laws of the State of New York and the General Corporation Law of the State of Delaware relating to the Company, the Exchange Notes and the Guarantees of the Guarantors listed on Schedule B hereto (the “New York and Delaware Guarantors”).  The law firms listed on Schedule C hereto have separately provided to you opinions covering various matters relating to the Guarantees of the respective Guarantors listed next to the name of such firms under the laws of the respective states listed next to the name of such firms, and we express no opinion with respect to those matters.

Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof,  the Guarantees have been duly authorized by all necessary corporate action of the Guarantors listed on Schedule D hereto (the “California and Illinois Guarantors”), and when the Exchange Notes have been duly executed, issued, authenticated and delivered by or on behalf of the Company against delivery and payment therefor in accordance with the Indenture and in exchange for the Outstanding Notes as contemplated by the Registration Statement and Prospectus, the Guarantees will be legally valid and binding obligations of the Guarantors, enforceable against them in accordance with their terms.

The opinion rendered above relating to the enforceability of the Guarantees is subject to the following exceptions, limitations and qualifications: (a) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (b) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which any proceeding therefor may be brought; (c) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; (d) we express no opinion concerning the enforceability of (i) the waiver of rights or defenses contained in Section 11.4 of the Indenture, (ii) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy or (iii) the perfection or priority of security interests.

We have not been requested to express, and with your knowledge and consent, do not render, any opinion as to the applicability to the obligations of the Company under the Indenture and the Exchange Notes or the Guarantors under the Indenture or the Guarantees of Section 548 of the United States Bankruptcy Code or applicable state law (including, without limitation, Article 10 of the New York Debtor and Creditor Law) relating to fraudulent transfers and obligations.

With your consent for purposes of this opinion, we have assumed (a) that the Indenture has been duly authorized, executed and delivered by, and constitutes a legally valid and binding obligation of, the Trustee, the Company and each of the Guarantors other than the California and

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Illinois Guarantors, enforceable against each of them in accordance with its terms, and (b) that the status of the Indenture, the Exchange Notes and the Guarantees as legally valid and binding obligations of the respective parties thereto is not affected by any (i)  breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws.  We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference of our firm contained in the Prospectus under the heading “Validity of the Securities.”  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

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SCHEDULE A

Guarantors

180 Jamaica Corp.

201 West Sotello Realty, Inc.

Amboy Bus Co., Inc.

Atlantic Express Coachways, Inc.

Atlantic Express New England, Inc.

Atlantic Express of California, Inc.

Atlantic Express of Illinois, Inc.

Atlantic Express of L.A. Inc.

Atlantic Express of Missouri Inc.

Atlantic Express of New Jersey, Inc.

Atlantic Express of Pennsylvania, Inc.

Atlantic Paratrans of Arizona, Inc.

Atlantic Paratrans of NYC, Inc.

Atlantic Paratrans, Inc.

Atlantic Queens Bus Corp.

Atlantic Transit, Corp.

Atlantic-Conn. Transit, Inc.

Atlantic-Hudson, Inc.

Block 7932, Inc.

Brookfield Transit Inc.

Central New York Reorganization Corp.

Courtesy Bus Co., Inc.

Fiore Bus Service, Inc.

Groom Transportation, Inc.

G.V.D. Leasing Co., Inc.

James McCarty Limo Service, Inc.

Jersey Bus Sales, Inc.

Jersey Business Land Co., Inc.

K. Corr, Inc.

Merit Transportation Corp.

Metro Affiliates, Inc.

Metropolitan Escort Service, Inc.

Midway Leasing Inc.

Mountain Transit, Inc.

R. Fiore Bus Service, Inc.

Raybern Bus Service, Inc.

Raybern Capital Corp.

Raybern Equity Corp.

Robert L. McCarthy & Son, Inc.

Staten Island Bus, Inc.

Temporary Transit Service, Inc.

T-NT Bus Service, Inc.

Transcomm, Inc.

Winsale, Inc.

Wrightholm Bus Line, Inc.

SCHEDULE B

New York Guarantors

180 Jamaica Corp.

Amboy Bus Co., Inc.

Atlantic Paratrans, Inc.

Atlantic Paratrans of NYC, Inc.

Atlantic Queens Bus Corp.

Atlantic Transit, Corp.

Atlantic-Hudson, Inc.

Block 7932, Inc.

Brookfield Transit Inc.

Central New York Reorganization Corp.

Courtesy Bus Co., Inc.

GVD Leasing Co., Inc.

K. Corr, Inc.

Merit Transportation Corp.

Metro Affiliates, Inc.

Metropolitan Escort Service, Inc.

Midway Leasing Inc.

Raybern Bus Service, Inc.

Raybern Capital Corp.

Raybern Equity Corp.

Staten Island Bus, Inc.

Temporary Transit Service, Inc.

T-NT Bus Service, Inc.

Delaware Guarantor

Atlantic Express of Pennsylvania, Inc.

SCHEDULE C

Law Firm	State	Guarantors
Spencer Fane Britt & Browne LLP	Missouri	Atlantic Express of Missouri, Inc.
Silverman Sclar Shin & Byrne PLLC	New Jersey	Atlantic Express Coachways, Inc. Atlantic Express of New Jersey, Inc. Jersey Bus Sales, Inc. Jersey Business Land Co., Inc. Winsale, Inc.
Gallagher & Kennedy, P.A.	Arizona	Atlantic Paratrans of Arizona, Inc.
Day, Berry & Howard LLP	Massachussets	Atlantic Express New England, Inc. Fiore Bus Service, Inc. Groom Transportation, Inc. James McCarty Limo Service, Inc. R. Fiore Bus Service, Inc. Robert L. McCarthy & Son, Inc. Transcomm, Inc.
Day, Berry & Howard LLP	Connecticut	Atlantic-Conn. Transit, Inc.
David S. Chien, Esq.	Vermont	Mountain Transit, Inc. Wrightholm Bus Line, Inc

SCHEDULE D

California Guarantors

201 West Sotello Realty, Inc.

Atlantic Express of California, Inc.

Atlantic Express of L.A., Inc.

Illinois Guarantor

Atlantic Express of Illinois, Inc.

EX-5.3

Exhibit 5.3

June 20, 2005

Atlantic Express Transportation Corp.
7 North Street
Staten Island, New York 10302-1205

Re:  Atlantic Express Transportation Corp., et al

Ladies and Gentlemen:

We have acted as special Massachusetts counsel to each of the corporations listed on Schedule A hereto (each, a “Massachusetts Guarantor” and, collectively, the “Massachusetts Guarantors”) in connection with (i) the issuance by Atlantic Express Transportation Corp., a New York corporation (the “Company”) of $105,000,000 in aggregate principal amount of the Company’s 12% Series B Senior Secured Notes due 2008 (the “12% Exchange Notes”), (ii) the issuance by the Company of $10,000,000 in aggregate principal amount of the Company’s Series B Senior Secured Floating Rate Notes due 2008 (the “Floating Rate Exchange Notes” and, together with the 12% Exchange Notes, the “Exchange Notes”) and (iii) the guarantees of the Exchange Notes (the “Guarantees”) by each of the Massachusetts Guarantors.  We have represented the Massachusetts Guarantors only in connection with the delivery of this opinion.

The Exchange Notes will be issued pursuant to an indenture, dated April 22, 2004 (the “Indenture”), by and among the Company, the Massachusetts Guarantors, the other guarantors named therein and The Bank of New York, as trustee (the “Trustee”).

In rendering this opinion, we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1.the Indenture;

2.the Exchange Notes; and

3.the Guarantees executed by each Massachusetts Guarantor (collectively, the “Operative Documents”).

In addition, we have reviewed the Certificates of Incorporation and Bylaws of each of the Massachusetts Guarantors and certain resolutions of the Boards of Directors of each of the Massachusetts Guarantors, each certified to be true and correct as of June 20, 2005 by Jerome Dente, the duly elected and qualified Secretary of each of the Massachusetts Guarantors.

We have examined executed counterparts of the Operative Documents and other related documents and originals, or copies, the authenticity of which has been established to our satisfaction, of such other documents, corporate records, agreements and instruments and certificates of public officials and officers or representatives of the Company as we have deemed necessary as the basis for the opinions herein expressed.  As to the questions of fact material to such opinions, we have relied upon the representations of the Company and the Massachusetts Guarantors set forth in the Operative Documents.

In our examination of the aforesaid agreements, instruments, certificates, and other documents, we have assumed the genuineness of all signatures, the legal competence of all natural persons, that statements of fact made therein are accurate and complete, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.  We have assumed the valid authorization, execution and delivery of the Operative Documents by each party other than the Massachusetts Guarantors.

We express no opinion herein as to the laws of any other jurisdiction except the laws of the United States of America and the laws of the Commonwealth of Massachusetts.  In particular, we note that the Indenture and the Guarantees are stated to be governed by New York law.  Our opinion set forth below with respect to the enforceability of those documents is limited to the extent, if any, that Massachusetts law may bear on the enforceability of such obligations against Massachusetts corporations, but we do not express any opinion herein as to the enforceability of such obligations under New York law.

To the extent that the opinions relate to the enforceability of any agreement or document referred to herein, (i) we express no opinion as to the availability of equitable remedies, including specific performance (regardless of whether such enforceability is considered in a proceeding in equity or in law), (ii) the opinions are subject to the effect of applicable bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights generally and general principles of equity, and (iii) we express no opinion as to the enforceability of rights to indemnification or contribution in connection with violations of Federal or state securities laws.  In addition, certain laws and judicial decisions may affect the enforceability of certain rights and remedies provided for in the Guarantees, none of which laws or judicial decisions, however, will make the rights and remedies provided in the Guarantees

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inadequate for the practical realization of the principal benefits intended to be provided thereunder to the Holders, the Trustee and the Collateral Agent by the Guarantees.

We have not been requested to express, and with your knowledge and consent, do not render, any opinion as to the applicability to the obligations of the Guarantors under the Guarantees of Section 548 of the United States Bankruptcy Code or any applicable state law relating to fraudulent transfers and obligations.

On the basis of the foregoing, and in reliance thereon, and subject to the qualifications and assumptions herein specified, we are of the opinion that each Guarantee has been duly authorized by all necessary corporate action on the part of the applicable Massachusetts Guarantor and each Guarantee is a legal, valid and binding obligation of the applicable Guarantor, enforceable against it in accordance with its terms.

To the extent that the obligations of the Massachusetts Guarantors under the Guarantees may be dependent upon such matters, we assume for purposes of this opinion that each of the parties to the Indenture, other than the Massachusetts Guarantors, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to engage in the activities contemplated by the Indenture; that value has been given to support the obligations of the Massachusetts Guarantors under the Guarantees; that the Indenture constitutes a legal, valid, binding and enforceable obligation of the Trustee, enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that each of the parties to the Indenture other than the Massachusetts Guarantors has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

This opinion speaks only as of the date hereof and is rendered to you solely for your benefit in connection with the transactions contemplated by the Operative Documents and may not be relied upon by any other person, except any participant or assignee of yours, without our prior written consent.

Very truly yours,

/s/ Day, Berry & Howard LLP

WAH/BLH

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SCHEDULE A

Massachusetts Guarantors

Airport Services, Inc.

Atlantic Express New England, Inc.

Fiore Bus Service, Inc.

Groom Transportation, Inc.

James McCarty Limo Service, Inc.

McIntire Transportation, Inc.

R. Fiore Bus Service, Inc.

Robert L. McCarthy & Son, Inc.

Transcomm, Inc.

EX-5.4

Exhibit 5.4

June 20, 2005

Atlantic Express Transportation Corp.
7 North Street
Staten Island, New York 10302-1205

Re:  Atlantic Express Transportation Corp., et al

Ladies and Gentlemen:

We have acted as special Connecticut counsel to Atlantic-Conn. Transit, Inc. (the “Connecticut Guarantor”) in connection with (i) the issuance by Atlantic Express Transportation Corp., a New York corporation (the “Company”) of $105,000,000 in aggregate principal amount of the Company’s 12% Series B Senior Secured Notes due 2008 (the “12% Exchange Notes”), (ii) the issuance by the Company of $10,000,000 in aggregate principal amount of the Company’s Series B Senior Secured Floating Rate Notes due 2008 (the “Floating Rate Exchange Notes” and, together with the 12% Exchange Notes, the “Exchange Notes”) and (iii) the guarantee of the Exchange Notes (the “Guarantee”) by the Connecticut Guarantor.  We have represented the Connecticut Guarantor only in connection with the delivery of this opinion.

The Exchange Notes will be issued pursuant to an indenture, dated April 22, 2004 (the “Indenture”), by and among the Company, the Connecticut Guarantor, the other guarantors named therein and The Bank of New York, as trustee (the “Trustee”).

In rendering this opinion, we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1.the Indenture;

2.the Exchange Notes; and

3.the Guarantee executed by the Connecticut Guarantor (collectively, the “Operative Documents”).

In addition, we have reviewed the Certificate of Incorporation and Bylaws of the Connecticut Guarantor and certain resolutions of the Board of Directors of the Connecticut Guarantor, each certified to be true and correct as of June 20, 2005 by Jerome Dente, the duly elected and qualified Secretary of the Connecticut Guarantor.

We have examined executed counterparts of the Operative Documents and other related documents and originals, or copies, the authenticity of which has been established to our satisfaction, of such other documents, corporate records, agreements and instruments and certificates of public officials and officers or representatives of the Company as we have deemed necessary as the basis for the opinions herein expressed.  As to the questions of fact material to such opinions, we have relied upon the representations of the Company and the Connecticut Guarantor set forth in the Operative Documents.

In our examination of the aforesaid agreements, instruments, certificates, and other documents, we have assumed the genuineness of all signatures, the legal competence of all natural persons, that statements of fact made therein are accurate and complete, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.  We have assumed the valid authorization, execution and delivery of the Operative Documents by each party other than the Connecticut Guarantor.

We express no opinion herein as to the laws of any other jurisdiction except the laws of the United States of America and the laws of the State of Connecticut.  In particular, we note that the Indenture and the Guarantee are stated to be governed by New York law.  Our opinion set forth below with respect to the enforceability of those documents is limited to the extent, if any, that Connecticut law may bear on the enforceability of such obligations against the Connecticut Guarantor, but we do not express any opinion herein as to the enforceability of such obligations under New York law.

To the extent that the opinions relate to the enforceability of any agreement or document referred to herein, (i) we express no opinion as to the availability of equitable remedies, including specific performance (regardless of whether such enforceability is considered in a proceeding in equity or in law), (ii) the opinions are subject to the effect of applicable bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights generally and general principles of equity, and (iii) we express no opinion as to the enforceability of rights to indemnification or contribution in connection with violations of Federal or state securities laws.  In addition, certain laws and judicial decisions may affect the enforceability of certain rights and remedies provided for in the Guarantee none of which laws or judicial decisions, however, will make the rights and remedies provided in the Guarantee

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inadequate for the practical realization of the principal benefits intended to be provided thereunder to the Holders, the Trustee and the Collateral Agent by the Guarantee.

We have not been requested to express, and with your knowledge and consent, do not render, any opinion as to the applicability to the obligations of the Guarantor under the Guarantee of Section 548 of the United States Bankruptcy Code or any applicable state law relating to fraudulent transfers and obligations.

On the basis of the foregoing, and in reliance thereon, and subject to the qualifications and assumptions herein specified, we are of the opinion that the Guarantee has been duly authorized by all necessary corporate action on the part of the Connecticut Guarantor and the Guarantee is a legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms.

To the extent that the obligations of the Connecticut Guarantor under the Guarantee may be dependent upon such matters, we assume for purposes of this opinion that each of the parties to the Indenture, other than the Connecticut Guarantor, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to engage in the activities contemplated by the Indenture; that value has been given to support the obligations of the Connecticut Guarantor under the Guarantee, that the Indenture constitutes a legal, valid, binding and enforceable obligation of the Trustee, enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that each of the parties to the Indenture other than the Connecticut Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

This opinion speaks only as of the date hereof and is rendered to you solely for your benefit in connection with the transactions contemplated by the Operative Documents and may not be relied upon by any other person, except any participant or assignee of yours, without our prior written consent.

Very truly yours,

/s/ Day, Berry & Howard LLP

RJW/WAH/BLH

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EX-5.5

Exhibit 5.5

DAVID S. CHIEN

ATTORNEY AT LAW

24 COUNTRY CLUB DRIVE • JERICHO, VERMONT 05465-3001 • (802) 734-1945 • dsc1026@gmail.com

June 17, 2005

Atlantic Express Transportation Corp.

7 North Street

Staten Island, NY 10302-1205

Re:Form S-4 Registration Statement

Ladies and Gentlemen:

As requested, I have prepared this opinion letter with respect to the registration by Atlantic Express Transportation Corp. (the “Company”) of: (1) $105,000,000.00 in aggregate principal amount of the Company’s 12% Series B Senior Secured Notes due 2008 (the “12% Exchange Notes”), (2) $10,000,000.00 in aggregate principal amount of the Company’s Series B Senior Secured Floating Rate notes due 2008 (the “Floating Rate Exchange Notes” and collectively with the 12% Exchange Notes, the “Exchange Notes”), and (3) the guarantees of the Exchange Notes (the “Guarantees”) by each of the entities listed on Schedule A hereto (each of which is a “Vermont Guarantor” and collectively, the “Vermont Guarantors”) under the Securities Act of 1933, as amended (the “Act”), on a Form S-4 registration statement (as amended, the “Registration Statement”).

I understand that the Company’s creation and issuance of the Exchange Notes is pursuant to an Indenture dated as of April 22, 2004, as amended (the “Indenture”), by and among the Company, the Guarantors named therein, and The Bank of New York, as trustee and collateral agent (the “Trustee”).  I further understand that the Exchange Notes will be issued in exchange for the Company’s outstanding 12% Series A Senior Secured Notes due 2008 and Series A Senior Secured Floating Rate Notes due 2008 (each of which is an “Outstanding Note” and collectively, the “Outstanding Notes”). Capitalized terms not used herein and not otherwise defined shall have the respective meanings ascribed to them in the Indenture.

In connection with this opinion, I have been furnished with and have examined only the following documents in their final forms: (1) the Indenture, (2) the Form of Guarantee annexed as an exhibit to the Indenture, (3) the written consent of the Boards of Directors of the Company and the Vermont Guarantors, dated April 16,2004 (the “Resolution”), and (4) the charter and by-laws of the Vermont Guarantors.  I have also assumed the genuineness of all signatures and the authenticity of all documents, certificates and records submitted to me as originals (if any), the conformity to the originals of any and all documents, certificates and records submitted to me as certified or reproduced copies, the legal right, power and capacity of all natural persons executing documents, certificates and records, and the completeness and accuracy as of the date hereof of the information contained in such documents, certificates and records.  As to facts material to the opinions, statements and assumptions expressed herein, I have with your consent relied upon oral or written statements and representations of officers and other representatives of the Company and the Vermont Guarantors.  I have also obtained and relied upon information from public officials, as I have deemed necessary.

I have not independently verified any questions of fact material to this opinion, but have relied upon recitals, representations or comparable documents of representatives and

agents of the Company and Vermont Guarantors as being true, correct and complete.  My opinions are also subject to the qualification that certain agreements, rights, remedies, waivers and other provisions of the Indenture and Guarantees may not be enforceable in accordance with their terms, but that same will not interfere with the practical realization of the principal benefits purported to be created by the Indenture and Guarantees.

I am opining herein as to the effect on the subject transaction only of the internal laws of the State of Vermont.  Notwithstanding any other provision to the contrary herein, I express no opinion with respect to any federal laws, rules or regulations, or any rights thereunder, or as to the laws, regulations or ordinances of any other jurisdiction including any country, county, town, municipality, city, village or other local governmental agency within the State of Vermont or any other state.  In this regard, I note that the Indenture and Guarantees state that they are to be governed by New York law.  I have not been asked to address the validity of the Indenture or Guarantees under New York law and I express no opinion thereon.

In addition, my opinions set forth below are based upon my consideration of only those statutes, rules and regulations that, in my experience, are normally applicable to transactions of this type.  In this regard, I express no opinion as to the validity and/or enforceability of any provisions of the Indenture or Guarantees that may purport to: (1) release any party from liability for future acts or omissions, (2) grant any party a power of attorney to act on behalf of the granting party, (3) restrict any party from access to legal remedies, (4) waive or otherwise affect any rights to notices, statute of limitations, or right to trial by jury, (5) indemnify, exonerate, or hold harmless any party to the extent that such is prohibited as against public policy, (6) consent to governing law, jurisdiction, venue and/or waive objections of forum non conveniens, waive service of process, or waive counterclaims, or (7) consent to or impose limitations upon attorney or trustee fees.

Based upon and subject to the foregoing and following assumptions, qualifications, and exceptions, I am of the opinion that: (1) the Guarantee of each Vermont Guarantor has been duly authorized by all necessary corporate action of each respective Vermont Guarantor, and (2) upon due execution, authentication and delivery by or on behalf of the Company against the due tender and delivery to the Trustee of the applicable series of Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the applicable series of Exchange Notes, each of the Guarantees will be the legal, valid and binding obligation of the Vermont Guarantors, enforceable in accordance with their terms.

My opinions are further subject to the following assumptions, qualifications and exceptions: (1) the remedies of specific performance, injunctive, and other forms of equitable relief which may be subject to equitable defenses and the discretion of the court before which any enforcement proceeding may be brought, (2) proceedings therefor may be limited by general principles of equity (regardless of whether such proceedings are brought at law or in equity), including principles of commercial reasonableness, good-faith and fair dealing.  Such principles of equity are of general application, and in applying such principles, a court may among other things refuse to allow a creditor to accelerate the maturity of a debt, to realize upon any security for the payment of a debt upon a default deemed to be immaterial, or to exercise any rights of set-off with respect to debt which is neither matured nor accelerated, or may decline to direct specific performance by a party to the Indenture and related documents, and (3) the applicability to the obligations of the Vermont Guarantors under the Indenture or the Guarantees of Section 548 of the United States Bankruptcy Code or the effect of the laws of fraudulent conveyance or fraudulent transfer upon the transactions contemplated in the Indenture and Guarantees.

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My opinions may not be relied upon by any person, firm, corporation or other entity for any other purpose whatsoever, except as described hereinabove, without, in each instance, my prior written consent, except for the use of this letter in: (1) connection with review of the transaction by a regulatory agency having supervisory authority over the Trustee for the purpose of confirming the existence of this letter; (2) connection with the assertion of a defense as to which this letter is relevant or necessary; or (3) response to a court order.

This opinion letter is delivered as of its date and is limited to present statutes, regulations, rules, and administrative and judicial interpretations.  I undertake no responsibility to update or supplement this opinion letter after the date hereof or to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, opinions or conclusions in this opinion letter.  Your acceptance of delivery of this opinion letter constitutes your agreement with the provisions, conditions, assumptions and other terms hereof.

I consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to me under the heading “Validity of the Securities.”

Very truly yours,

/s/ David S. Chien, Esq.

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SCHEDULE A

VERMONT GUARANTORS

Mountain Transit, Inc.

Wrightholm Bus Line, Inc.

EX-5.6

Exhibit 5.6

June 20, 2005

Atlantic Express Transportation Corp.
7 North Street
Staten Island, New York 10302-1205

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

In connection with the registration by Atlantic Express Transportation Corp., a New York corporation (the “Company”), of (i) $105,000,000 in aggregate principal amount of the Company’s 12% Series B Senior Secured Notes due 2008 (the “12% Exchange Notes”), (ii) $10,000,000 in aggregate principal amount of the Company’s Series B Senior Secured Floating Rate Notes due 2008 (the “Floating Rate Exchange Notes” and, together with the 12% Exchange Notes, the “Exchange Notes”) and (iii) the guarantees of the Exchange Notes (the “Guarantees”) by each of the entities listed on Schedule A hereto (each a “New Jersey Guarantor” and, collectively, the “New Jersey Guarantors”), under the Securities Act of 1933, as amended (the “Act”), on a registration statement on Form S-4 (as amended, the “Registration Statement”), you have requested our opinion with respect to the matters set forth below.

It is our understanding that the Exchange Notes will be issued pursuant to an indenture, dated April 22, 2004 (as amended, the “Indenture”), by and among the Company, the Guarantors named therein and The Bank of New York, as trustee (the “Trustee”).  It is our further understanding that the Exchange Notes will be issued in exchange for the Company’s outstanding 12% Series A Senior Secured Notes due 2008 and Series A Senior Secured Floating Rate Notes due 2008 (together, the “Outstanding Notes”).  Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.

In rendering this opinion, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. As to facts material to the opinions, statements and assumptions expressed herein, we have, with your consent, relied upon oral or written statements, representations and certificates of officers and other representatives of the Company, the New Jersey Guarantors and others.  In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary.  We also have examined, along with other documents, the following:

(a)the Indenture;

(b)the Form of Guarantee attached as an exhibit to the Indenture; and

(c)the Certificate of Incorporation and Bylaws, as amended to date, of each of the New Jersey Guarantors, and certain resolutions of the Boards of Directors of the New Jersey Guarantors.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies.

We are opining herein as to the effect on the subject transaction only of the internal laws of the State of New Jersey and, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, or as to any matters of municipal law or the laws of any local agencies within any state. In that regard, we note that the Indenture and the Guarantees state they are to be governed by New York law.  In addition, our opinions and confirmations herein are based upon our consideration of only those statutes, rules and regulations which, in our experience, are normally applicable to registered exchange offers for senior secured notes sold in a private placement and their associated guarantees, provided that no opinion or confirmation is expressed herein with respect to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, margin regulations, pension or employee benefit laws, compliance with fiduciary duty requirements, usury laws, or other laws excluded by customary practice. We express no opinion as to any state or federal laws or regulations applicable to the subject transaction because of the nature or extent of the business of any person.

Subject to the foregoing and the other matters set forth herein, it is our opinion that the Guarantees of each New Jersey Guarantor has been duly authorized by all necessary corporate action of each respective New Jersey Guarantor, and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the applicable series of Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the applicable series of Exchange Notes, each of the Guarantees will be the legally valid and binding obligation of each of the New Jersey Guarantors, enforceable against each of the New Jersey Guarantors in accordance with its terms.

The opinions rendered herein relating to the enforceability of the Guarantees are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors, (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or law, and the discretion of the court before which any proceeding therefor may be brought, (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for indemnification of or contribution to a party with respect to a liability where such indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy and (iv) we express no opinion

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concerning the enforceability of the waiver of rights or defenses contained in Section 11.14 of the Indenture.

We have not been requested to express, and with your knowledge and consent, do not render, any opinion as to the applicability to the obligations of the New Jersey Guarantors under the Indenture or the Guarantees of Section 548 of the United States Bankruptcy Code or applicable state law relating to fraudulent transfers and obligations.

To the extent that the obligations of the New Jersey Guarantors under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that each of the parties to the Indenture, other than the New Jersey Guarantors, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by each of the parties to the Indenture other than the New Jersey Guarantors and the Indenture constitutes the legally valid, binding and enforceable obligation of the Trustee, enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that each of the parties to the Indenture other than the New Jersey Guarantors has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

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 “Validity of the Securities.”

Very truly yours,

/s/ Silverman Sclar Shin & Byrne PLLC

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SCHEDULE A

New Jersey Guarantors

Atlantic Express Coachways, Inc.
 Atlantic Express of New Jersey, Inc.
Jersey Bus Sales, Inc.
Jersey Business Land Co., Inc.
Winsale, Inc.

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EX-5.7

Exhibit 5.7

[Letterhead of Spencer Fane Britt &
Browne LLP] File No. 5000750-5

June 20, 2005

Atlantic Express Transportation Corp.

7 North Street

Staten Island, New York 10302-1205

Re:Registration Statement on Form S-4 (Registration No. 333-116749)

Ladies and Gentlemen:

In connection with the registration by Atlantic Express Transportation Corp., a New York corporation (the “Company”), of (i) $105,000,000 in aggregate principal amount of the Company’s 12% Series B Senior Secured Notes due 2008 (the “12% Exchange Notes”), (ii) $10,000,000 in aggregate principal amount of the Company’s Series B Senior Secured Floating Rate Notes due 2008 (the “Floating Rate Exchange Notes” and, together with the 12% Exchange Notes, the “Exchange Notes”) and (iii) the guarantees of the Exchange Notes (the “Guarantees”) by Atlantic Express of Missouri, Inc., a Missouri corporation (“Atlantic”), and certain other entities (each a “Guarantor” and, collectively, the “Guarantors”), under the Securities Act of 1933, as amended (the “Act”), on a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on June 23, 2004, as amended by Amendment No. 1 filed with the Commission on November 12, 2004, Amendment No. 2 filed with the Commission on April 19, 2005 and Amendment No. 3 filed with the Commission on June 8, 2005  (as amended, the “Registration Statement”), you have requested our opinion with respect to the matters set forth below.

You have advised us that the Exchange Notes will be issued pursuant to an indenture, dated April 22, 2004 (the “Indenture”), by and among the Company, the Guarantors and The Bank of New York, as trustee (the “Trustee”). The Exchange Notes will be issued in exchange for the Company’s outstanding 12% Series A Senior Secured Notes due 2008 and Series A Senior Secured Floating Rate Notes due 2008 (together, the “Outstanding Notes”) on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”) and the letter of transmittal filed as an exhibit thereto. The Indenture, the Exchange Notes and the Guarantees are sometimes referred to herein collectively as the “Operative Documents.” Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.

We have served as special counsel to Atlantic solely for the purpose of rendering the opinion set forth herein and have not served as general counsel for any party to, nor have we been involved in any other aspect of the transactions contemplated in, the Operative Documents.  In our capacity as

special counsel, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In rendering this opinion, we have relied on such certificates issued by the Secretary of State of Missouri and factual representations by corporate officers of Atlantic as we have deemed appropriate. We have examined the following:

(a)the Indenture;

(b)the form of Exchange Note attached as an exhibit to the Indenture;

(c)the form of Guarantee attached as an exhibit to the Indenture;

(e)a certificate of good standing of Atlantic issued by the Secretary of State of Missouri dated June 20, 2005; and

(f)a certificate of Atlantic’s secretary as to certain factual matters.

In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary for purposes of expressing the opinions contained herein.

We are opining herein as to the effect only of the internal laws of the State of Missouri and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of federal law, municipal law or the laws of any local agencies within any state.  In addition, our opinions and confirmations herein are based upon our consideration of only those statutes, rules and regulations which, in our experience, are normally applicable to guarantees, provided that no opinion or confirmation is expressed herein with respect to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, margin regulations, pension or employee benefit laws, compliance with fiduciary duty requirements, usury laws, or other laws excluded by customary practice. We express no opinion as to any state or federal laws or regulations applicable to the subject transaction because of the nature or extent of the business of any parties to the Operative Documents.

Based upon the foregoing and such legal considerations as we have deemed necessary, and subject to the assumptions and qualifications set forth herein, we are of the opinion that:

1.The Guarantee of Atlantic has been duly authorized by all necessary corporate action of Atlantic, and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the applicable series of Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the applicable series of Exchange Notes,

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the Guarantee of Atlantic will be the legally valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms.

In rendering the opinions expressed above, we have relied with your permission on the following assumptions and qualifications:

(a)The opinions expressed above are qualified by the effect of applicable bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, moratorium and other similar laws affecting the rights and remedies of creditors generally.

(b)The opinions expressed above are qualified by the effect of general principles of equity, including, without limitation, limitations on the availability of equitable remedies and concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law).

(c)Certain remedies, including all self-help remedies, waivers, and other provisions of the Guarantee of Atlantic may not be enforceable, but such limitations upon enforceability will not render the Guarantee invalid as a whole or substantially interfere with the realization of the principal benefits provided by the Guarantee.

(d)To the extent that the obligations of Atlantic may be dependent upon such matters, we assume for purposes of this opinion that each of the parties to the Indenture, other than Atlantic, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to engage in the activities contemplated by the Indenture and the Exchange Notes; that the Indenture and the Exchange Notes have been duly authorized, executed and delivered by each of the parties thereto other than Atlantic and the Indenture and the Exchange Notes constitute the legally valid, binding and enforceable obligation of the parties thereto other than Atlantic, enforceable against such parties in accordance with their terms; that the Trustee is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that each of the parties to the Indenture and the Exchange Notes other than Atlantic has the requisite organizational and legal power and authority to perform its obligations thereunder.

(e)We have not been requested to express, and with your knowledge and consent, do not render, any opinion as to the applicability to the obligations of

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Atlantic of Section 548 of the United States Bankruptcy Code or applicable state law relating to fraudulent transfers and obligations.

(f)We have assumed that all documents submitted to us as originals are authentic, all documents submitted to us as certified or photostatic copies conform to the original documents and that each certificate, license and other document issued by any governmental official, office or agency and all public records reviewed are accurate and complete.

(g)We have assumed that the terms and conditions of the Operative Documents have not been amended, modified or supplemented, directly or indirectly, by any other agreement or the waiver of any of the material provisions of such documents.

(h)We have assumed that Atlantic will receive consideration as described in Section 7 of Article 11 of the Missouri Constitution.

(i)In rendering the opinions set forth above insofar as they require interpretation of the Guarantee or the Indenture, (i) we have assumed with your permission that all courts of competent jurisdiction would enforce such agreements as written but would apply the internal laws of the State of Missouri without giving effect to any choice of law provisions contained therein or any choice of law principles that would result in application of the internal laws of any other state, and (ii) to the extent that any questions of legality or legal construction have arisen in connection with our review, we have applied the laws of the State of Missouri in resolving such questions.

(j)The opinions expressed above are qualified by the effect of the unenforceability under certain circumstances under law or court decisions of provisions for indemnification or contribution with respect to a liability, or for the payment of attorneys’ fees, where such indemnification, contribution, or payment of attorneys’ fees is contrary to public policy.

This opinion is made for the benefit of the addressees hereof and we consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Validity of Securities.”  Except as set forth in the preceding sentence, this letter may not be quoted for any other purpose without our prior written consent.

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This opinion is limited to the matters set forth herein as of the date hereof and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.

Very truly yours,

/s/ Spencer Fane Britt & Browne LLP

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EX-5.8

Exhibit 5.8

GALLAGHER & KENNEDY P.A. ATTORNEYS AT LAW
	2575 EAST CAMELBACK ROAD PHOENIX, ARIZONA 85016-9225 PHONE: (602) 530-8000 FAX: (602) 530-8500 WWW.GKNET.COM

June 21, 2005

Atlantic Express Transportation Corp.

7 North Street

Staten Island, New York 10302-1205

Re:Atlantic Paratrans of Arizona, Inc.

Ladies and Gentlemen:

We have been engaged as special counsel to Atlantic Paratrans of Arizona, Inc., an Arizona corporation (the “Company”), solely for the purpose of preparing this opinion letter relating to the execution and deliveryby the Company of the guarantees (the “Guarantees”) of: (i) up to $105,000,000 in aggregate principal amount 12% Series B Senior Secured Notes due 2008 (the “12% Exchange Notes”) to be issued by Atlantic Express Transportation Corp., a New York corporation and the 100% parent entity of the Company (“Atlantic Express”); and (ii) up to $10,000,000 in aggregate principal amount of Atlantic Express’ Series B Senior Secured Floating Rate Notes due 2008 (together with the 12% Exchange Notes, the “Exchange Notes”), also to be issued pursuant to the Indenture, dated as of April 22, 2004, as supplemented by the First Supplemental Indenture dated as of March 3, 2005 (the “Supplemental Indenture” and collectively, the “Indenture”), among Atlantic Express, The Bank of New York, as Trustee, and the Guarantors named therein, including the Company (the “Guarantors”), and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 23, 2004 (File No. 333-116749), as amended by Amendment No. 1 filed with the Commission on November 12, 2004, Amendment No. 2 filed with the Commission on April 19, 2005 and Amendment No. 3 filed with the Commission on June 8, 2005 (collectively, the “Registration Statement”).  No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as to the enforceability of the Guarantees.  Any capitalized terms used and not defined herein will have the meanings assigned to them in the Indenture.

Examinations.  For purposes of this opinion, we have examined such questions of law and fact as we have deemed necessary.  We have examined only the following documents and have made no other investigation or inquiry.

1.             Forms of the following documents pertaining to the transaction (the “Transaction Documents”):

a.             The Indenture.

b.             The forms of the Exchange Notes attached as exhibits to the Indenture.

c.             The Form of Guarantee attached as exhibits to the Indenture, as well as the signed Guarantee.

2.             The following organizational documents pertaining to the Company.

a.             Articles of Incorporation of the Company, dated April 19, 1999, and filed with the Arizona Corporation Commission (“ACC”) on April 21, 1999, and the Articles of Amendment of Company, dated November 13, 2003, and filed with the Arizona Corporation Commission on November 17, 2003, as certified by the ACC on May 25, 2005.

b.             Amended and Restated By-Laws of the Company, dated November of 2003, certified as true and correct by an officer of the Company.

c.             Certificate of Good Standing of the Company, dated May 27, 2005, issued by the ACC, as well as a copy of the Certificate of Good Standing of the Company, dated April 13, 2004, issued by the ACC (the “Good Standing Certificate”).

3.             We have further examined:

a.             The Atlantic Express Transportation Corp. Guarantor Subsidiaries Unanimous Written Consent in Lieu of  a Meeting of the Board of Directors, dated April 16, 2004, and the Guarantor Subsidiaries Unanimous Written Consent in Lieu of a Meeting of the Board of Directors, dated February 14, 2005, each certified as true and correct by an officer of the Company (the “Written Consents”).

b.             Officers’ Certificate, dated June 21, 2005, of Jerome Dente, the Secretary of the Company, and Neil Abitabilo, the Chief Financial Officer of the Company, with respect to certain matters set forth herein (the “Officers’ Certificate”).

c.             Bankruptcy Information with respect to the Company, filed with the ACC on July 29, 2003.

d.             Statement of Bankruptcy with respect to the Company, filed with the ACC on August 13, 2004.

e.             2005 Annual Report, filed with the ACC on May 24, 2005.

f.              2004 Annual Report, files with the ACC on March 5, 2004.

As to various questions of fact material to this opinion, we have relied upon, and assumed the accuracy of: (i) the representations and warranties of the Company contained in the

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Transaction Documents; and (ii) the Officers’ Certificate.  We have not made any independent review or investigation of instruments, orders, judgments, rules or other regulations or decrees by which the Company, or any of its properties may be bound or of suits, investigations or proceedings, if any, pending or threatened against the Company.

Opinions.  Based solely on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, it is our opinion that:

A.            The execution, delivery, and performance of its obligations under the Guarantees by the Company have been duly authorized by all requisite corporate action on the part of the Company.

B.            Upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the applicable Notes in an aggregate principal amount equal to the aggregate principal amount of the applicable Notes, the Guarantees constitute valid, binding, and enforceable obligations of the Company.

Assumptions.  With your permission, in rendering this opinion, we have made the following assumptions.  We have made these assumptions without independent verification, and with the understanding that we are under no duty to inquire or investigate regarding such matters.

1.             (a) Each of the parties to the Transaction Documents other than the Company (individually, the “Other Party” and, collectively, the “Other Parties”) is duly formed, validly existing and in good standing under the laws of their respective jurisdictions of organization; (b) the execution, delivery and performance of all applicable Transaction Documents by each of the Other Parties has been duly authorized by all corporate or limited liability company action required of such Other Party; (c) each of the Other Parties has obtained all necessary governmental consents, authorizations, approvals, permits or certificates that are required as a condition to the execution and delivery of the Transaction Documents by such Other Party and to the consummation of the transactions contemplated thereby; (d) the Transaction Documents constitute legal, valid, binding and enforceable obligations of each of the Other Parties under federal law, the laws of the State of Arizona, and the laws of any other applicable jurisdictions; (e) each of the Other Parties has the power and authority under applicable laws and regulations to enter into and perform the transactions as described in the Transaction Documents and has complied in all material respects with all applicable laws and regulations with respect thereto; (f) each of the Other Parties will at all times during the term of the Transaction Documents act in good faith and only in a manner that under the circumstances is commercially reasonable; and (g) each of the Other Parties’ representations and warranties contained in the Transaction Documents are truthful and accurate.

2.             The Transaction Documents accurately and completely describe and contain the parties’ mutual intent, understanding and business purposes, and there are no written or oral statements, agreements, understandings, or negotiations, nor any usage of trade or course of prior dealing among the parties that are inconsistent with the content of the Transaction Documents, or that, directly or indirectly, modify, define,

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amend, supplement, or vary, or purport to modify, define, amend, supplement, or vary any of the terms of the Transaction Documents or any of the rights or obligations of the parties thereunder by waiver or otherwise.

3.             No fraud, misrepresentation, unilateral mistake or concealment has occurred in connection with the Transaction Documents or any aspect of the transactions governed by the Transaction Documents.

4.             The Company will receive no interest, charges, fees, or other benefits or compensation in the nature of interest in connection with the transactions contemplated under the Transaction Documents other than those that the Company (and, where applicable, Atlantic Express and any one or more of the other guarantors) has agreed in writing in the Transaction Documents to pay.

5.             At the time any of the Other Parties seeks to enforce its rights under the Transaction Documents, such Other Party will not be in breach thereof, those documents will still be in force, and no applicable statute of limitations will have expired.

6.             As of the date hereof, the Company has, and as of the date of the execution of the Guarantees, the Company had paid all income taxes, fines, jeopardy, or fraud assessments, and interest due from it and payable to the State of Arizona.

7.             We have assumed without investigation the complete­ness, genuineness and authenticity of any document submitted to us as an original, the conformity to the original of any document submitted to us as a copy, the authenticity of the original of such latter documents, the conformity to the executed document of any document submitted to us as the form to be executed, the genuineness of all signatures, and the legal competency and capacity of natural persons.  We have assumed without investigation that any certificate, representation (oral or otherwise), telegram, telex, telecopy, email or other document on which we have relied, whether or not given or dated earlier than the date hereof, is authentic and remains accurate insofar as relevant to this opinion from such earlier date through and including the date hereof, and we are not aware of any facts inconsistent with this assumption.

8.             We assume that no events have occurred, and no facts have changed between the date of the execution of the Guarantees and the date hereof that would affect the enforceability of the Guarantees.  We further assume nothing has occurred in itself or with the passage of time, and there are no defects or claims, that would give rise to any contractual defenses by the Company to the Transaction Documents.

9.             The status of the Indenture, the Exchange Notes, and the Guarantees as legally valid and binding obligations of the respective parties thereto is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

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10.           Each of the parties to the Transaction Documents have timely performed, satisfied, and complied with the covenants, agreements, and conditions required by the Transaction Documents to be performed, satisfied, or complied with by the applicable parties at or prior to the date hereof, or the applicable parties have obtained appropriate waivers or consents to bring them into full compliance as of the date hereof.

11.           The Indenture has been duly delivered for the consideration provided for in or contemplated by the Indenture, and becoming a guarantor pursuant to the Guarantees furthers the Company’s interests.

12.           The Indenture has been duly executed and delivered by the Company.  The Guarantees have been duly delivered by the Company.

13.           The documents authorized by the Written Consents are the same as the Transaction Documents defined in this opinion letter, and referred to in the opinions in this opinion letter.  As of the date hereof, the Transaction Documents are in the same form as when they were reviewed and authorized by the Written Consents.

14.           As of the date hereof, the Company has, as of the date of the execution of the Guarantees, the Company had, and as of the date of the delivery of the Guarantees, the Company will have the requisite corporate power and authority to (a) own its properties, (b) carry out its business as such business is currently being conducted, and (c) carry out the terms and conditions applicable to it under the Transaction Documents.  We have not conducted any independent investigation as to those matters.

15.           As of the dates of the execution and delivery of the Guarantees and the Indenture, the Company was a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona.

Other Limitations.  The opinions expressed in this letter are subject to the following qualifications, limitations and exceptions:

1.             We are qualified to practice law in the State of Arizona, and we do not purport to be experts on, or to express any opinion concerning, any law other than the law of the State of Arizona and applicable federal law.  The Transaction Documents indicate that they are to be governed by the laws of the State of New York.  We have no knowledge of those laws and express no opinion thereon or on the enforceability of this choice of law provision.  Irrespective of the law that is ultimately determined to apply to the Transaction Documents, however, if the Transaction Documents were governed by Arizona law, then our opinions set forth herein would remain unchanged.

2.             Our opinion is limited to the matters set forth herein.  No opinion may be inferred or implied beyond the matters expressly stated herein.  Our opinion is applicable only to the addressee of this opinion and will not be applicable to any other person or entity.

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3.             The opinions expressed in this letter are based upon the law and facts in effect on the date of the execution of the Guarantees and the date hereof, and we assume no obligation to update, revise, or supplement this opinion.

4.             The enforceability of the Transaction Documents is subject to:

a.             Bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, receivership, conservatorship, moratorium and other similar relating to or affecting the rights of creditors generally; and

b.             General principles of equity.

5.             Enforceability of the Transaction Documents is further subject to the qualification that certain waivers, procedures, remedies, including indemnity or contribution provisions, and other provisions of the Transaction Documents may be unenforceable under or limited by the law of the State of Arizona; however, such law does not in our opinion, substantially prevent the practical realization of the benefits intended by the Transaction Documents except that the application of principles of guaranty and suretyship to the acts or omissions of the Holders and/or the Trustee and Collateral Agent after execution and delivery of the Guarantees may prevent the practical realization of the benefits intended by the Guarantees through a release or discharge of a guarantor.

6.             We have not been requested to express, and with your knowledge and consent, do not render, any opinion as to the applicability to the obligations of the Company under the Indenture, the Exchange Notes, or the Transaction Documents of Section 548 of the United States Bankruptcy Code or applicable state law (including Section 44-1001 et seq. of the Arizona Revised Statutes) relating to fraudulent transfers and obligations.

7.             We are aware that the Company and Atlantic Express filed bankruptcy petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York, which proceedings were jointly administered along with a number of related entities under case number 02-42560.  Filings with the ACC indicate that the Company emerged from the Chapter 11 proceeding on December 24, 2003.  The filings with the ACC also indicate that the Company’s dates of operation were from April 19, 1999 through December 31, 2004.  We have no actual knowledge of, and we express no opinion regarding, (i) the bankruptcy filings, the current status of the bankruptcy, the operations, or the assets of the Company, or (ii) the effect of any of these items on the enforceability of the Guarantees.

8.             Our engagement did not extend to, and we render no opinion about, any federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, margin regulations, pension or employee benefit laws, compliance with fiduciary duty requirements, usury laws, or other laws excluded by customary practice.

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9.             We express no opinion as to the compliance of the Transaction Documents or the issuance of the Exchange Notes with any securities law or regulation.

10.           We express no opinion as to matters of title, priority or perfection of any liens or security interests created by the Transaction Documents.

11.           We express no opinion about the effect on the Company or the transactions contemplated under the Transaction Documents, if any, of the provisions of Arizona Revised Statutes Section 43-1152 et seq. regarding payment of taxes.

12.           We have relied solely on the Good Standing Certificates to determine that the Company is an Arizona corporation, and is in good standing.

13.           This opinion is being furnished to you solely for your benefit and may be relied on by you only for the purpose contemplated in the Transaction Documents.  Accordingly, it may not be: (a) used or relied upon by, or quoted or delivered to, any person or entity, including any person or entity that may become your successor or assignee; or (b) used or relied upon for any purpose other than the purpose contemplated in the Transaction Documents without, in each instance, our prior written consent.

This opinion incorporates by reference, and is to be interpreted in accordance with, the First Amended and Restated Report of the State Bar of Arizona Business Law Section Committee on Rendering Legal Opinions in Business Transactions, dated October 20, 2004, a copy of which is available at the following site:

http://www.myazbar.org/Content/SecComm/Sections/BU/ModelLegalOpinionFall2004.pdf

We consent to the filing of this opinion with the Commission as an exhibit to the Atlantic Express Registration Statement and to the reference to our firm under the heading “Validity of Securities.”  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Gallagher & Kennedy, P.A.

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