September 25, 2000



Albion Aviation, Inc.


         Re:      Registration Statement on
                  Form S-1 (the "Registration Statement")

Gentlemen:

         You have  requested  our opinion as to the  legality of the issuance by
you (the  "Corporation")  of 50,000  shares of common stock  ("Shares"),  all as
further described in the Registration Statement in the form to be filed with the
U.S. Securities and Exchange Commission.

        As your counsel, we have reviewed and examined:

        1.        The Articles of Incorporation of the Corporation;

        2.        The Bylaws of the Corporation;

        3.        A copy of certain resolutions of the corporation; and

        4.        The Registration Statement.

        In  giving  our  opinion,  we have  assumed  without  investigation  the
authenticity  of any document or  instrument  submitted  us as an original,  the
conformity  to the original of any document or  instrument  submitted to us as a
copy, and the genuineness of all signatures on such originals or copies.

        Based upon the  foregoing,  we are of the opinion  that the Shares to be
offered  pursuant to the  Registration  Statement,  if sold as  described in the
Registration  Statement  (and as to shares  issuable upon options if the options
are exercised in accordance  with their terms),  will be legally  issued,  fully
paid and  nonassessable,  provided  that no less  than par value is paid for any
Shares.

        No opinion is expressed herein as to the application of state securities
or Blue Sky laws.






        This opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by, delivered
to,  or quoted in whole or in part to any  governmental  agency or other  person
without our prior written consent.

        Notwithstanding  the above, we consent to the reference to our firm name
in the Prospectus filed as a part of the  Registration  Statement and the use of
our opinion in the Registration  Statement.  In giving these consents, we do not
admit that we come  within the  category  of persons  whose  consent is required
under  Section  7  of  the  Securities  and  Exchange   Commission   promulgated
thereunder.

Very truly yours,



HAND & HAND