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As filed with the Securities and Exchange Commission on December 5, 2012

Registration No. 333-185250

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AAR CORP.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 3720
(Primary Standard Industrial
Classification Code Number) 36-2334820
(I.R.S. Employer
Identification No.)

One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois 60191
(630) 227-2000
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

See Table of Additional Registrants Below

Robert J. Regan, Esq.	Copy to:
Vice President and General Counsel
AAR CORP.	Robert J. Minkus, Esq.
One AAR Place	Schiff Hardin LLP
1100 N. Wood Dale Road	233 S. Wacker Drive, Suite 6600
Wood Dale, Illinois 60191	Chicago, Illinois 60606
(630) 227-2000	(312) 258-5500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective date of this registration statement.

          If 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

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

          If applicable, place an ý in the box to designate the appropriate rule provision relied upon in conducting this transaction:

          Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer) o

          Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
71/4% Senior Notes Due 2022	$175,000,000	100%	$175,000,000
Guarantees of the 71/4% Senior Notes	$175,000,000	(2)	(2)
Total	$175,000,000	—	$175,000,000	$23,870

(1)

Estimated pursuant to Rule 457(f) under the Securities Act of 1933, as amended, solely for the purposes of calculating the registration fee.

(2)

Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate consideration will be received for the guarantee.

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, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants(1)(2)(3)

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
AAR Aircraft & Engine Sales & Leasing, Inc.	Illinois	36-3180893
AAR International Financial Services, L.L.C.	Illinois	36-4281013
AAR/SSB II, LLC	Illinois	36-4438985
AARIFS (304) LLC	Delaware	Applied for
AARIFS (315) LLC	Delaware	Applied for
AARIFS (662) LLC	Delaware	20-8824094
AARIFS (23734) LLC	Delaware	Applied for
AARIFS (23779) LLC	Delaware	Applied for
AARIFS (23780) LLC	Delaware	Applied for
AARIFS (24750) LLC	Delaware	Applied for
AARIFS (25092) LLC	Delaware	20-5949561
AARIFS (25093) LLC	Delaware	20-5950051
AARIFS A320 LLC	Delaware	20-3697195
AARIFS (342) LLC	Delaware	26-0229969
AARIFS (290) LLC	Delaware	Applied for
AAR Aircraft Services, Inc.	Illinois	90-0168563
Aviation Maintenance Staffing, Inc.	Delaware	20-2466888
AAR Airlift Group, Inc.	Florida	59-3540727
AAR Landing Gear LLC	Florida	45-4127091
AAR International, Inc.	Illinois	36-2551481
AAR Australia, L.L.C.	Illinois	Applied for
AAR Japan, Inc.	Illinois	38-3655764
Airinmar Holdings Limited(4)	England and Wales	00-0000000
Airinmar Group Limited(4)	England and Wales	00-0000000
Airinmar Limited(4)	England and Wales	00-0000000
Telair International GmbH(5)	Germany	00-0000000
Telair International AB(6)	Sweden	00-0000000
Nordisk Aviation Products AS(7)	Norway	00-0000000
AAR Manufacturing, Inc.	Illinois	38-2413129
Brown International Corporation	Alabama	63-0938781
EP Aviation, LLC	Delaware	54-2059107
Summa Technology, Inc.	Alabama	63-0876624
AAR Parts Trading, Inc.	Illinois	36-3180895
AAR Power Services, Inc.	Illinois	36-4020610
AAR Allen Services, Inc.	Illinois	36-4020612

(1)

The address and telephone number for the principal executive offices of each of the Additional Registrants organized in the U.S. is One AAR Place, 1100 N. Wood Dale Road, Wood Dale, Illinois 60191, (630) 227-2000.

(2)

The name, address, including zip code, and telephone number, including area code, of agent for service for each of the Additional Registrants is Robert J. Regan, Esq., Vice President and General Counsel, AAR Corp., One AAR Place, 1100 N. Wood Dale Road, Wood Dale, Illinois 60191, (630) 227-2000.

(3)

Copies of communications to any Additional Registrant should be sent to Robert J. Minkus, Esq., Schiff Hardin LLP, 233 S. Wacker Drive, Suite 6600, Chicago, Illinois 60606, (312) 258-5500.

(4)

The address and telephone number for the principal executive offices of each of Airinmar Holdings Limited, Airinmar Group Limited and Airinmar Limited is 1 Ivanhoe Road, Hogwood Industrial Estate, Finchampstead, Wokingham, Berkshire, RG40 4QQ United Kingdom, +44 (0) 118 932 4018.

(5)

The address and telephone number for the principal executive offices of Telair International GmbH is Bodenschneidstraße 2, Miesbach, 83714 Germany, +49 (0) 8025 29-0.

(6)

The address and telephone number for the principal executive offices of Telair International AB is Porfyrvagen 14, Lund SE-24478, Sweden, +46 46 385 800.

(7)

The address and telephone number for the principal executive offices of Nordisk Aviation Products AS is Weidemanns Gate 8, Holmestrand 3080, Norway, +47 33 06 61 00.

EXPLANATORY NOTE

        This Amendment No. 1 is being filed for the purpose of filing Exhibits 5.4 and 5.5 to the Registration Statement (Registration No. 333-185250). No other changes or additions are being made to the Prospectus constituting Part I of the Registration Statement (not included herein) or to Part II of the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

        Article Fourteenth of AAR CORP.'s Restated Certificate of Incorporation provides that no director of AAR CORP. shall have personal liability to AAR CORP. or its stockholders for monetary damages for breach of fiduciary duty as a director, but this provision does not eliminate or limit the liability of a director (a) for any breach of the director's duty of loyalty to AAR CORP. or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under section 174 of the General Corporation Law of the State of Delaware (the "DGCL") or (d) for any transaction from which the director derived an improper personal benefit.

        Reference is made to Section 145 of the DGCL, which provides for indemnification of directors and officers in certain circumstances. Section 145 empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer, director, employee or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests, and, for criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director actually and reasonably incurred.

        Article Fifteenth of AAR CORP.'s Restated Certificate of Incorporation provides for indemnification of AAR CORP.'s officers and directors (and those serving in such capacity with another corporation at the request of AAR CORP.) to the fullest extent provided by the DGCL and other applicable laws as currently in effect and as they may be amended in the future.

        AAR CORP. has directors' and officers' liability insurance which provides, subject to certain policy limits, deductible amounts and exclusions, coverage for all persons who have been, are or may in the future be, directors or officers of AAR CORP. against amounts which such persons must pay resulting from claims made against them by reason of their being such directors or officers during the policy period for certain breaches of duty, omissions or other acts done or wrongfully attempted or alleged.

        AAR CORP. has entered into Indemnification Agreements with each of its directors and executive officers containing, among other things, provisions similar to those in AAR CORP.'s Restated Certificate of Incorporation, including provisions requiring indemnification to the full extent permitted by the DGCL and the prompt advancement of expenses under certain circumstances. In addition, the

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Indemnification Agreements require AAR CORP. to maintain directors' and officers' liability insurance at specified levels, subject to certain exceptions, and, if such coverage is not maintained, to indemnify the directors and executive officers to the full extent of such coverage.

        The charters and other organizational documents of each of the Guarantor Registrants allow for indemnification of the directors and officers thereof to the fullest extent permissible under applicable law. Furthermore, as directors and officers of subsidiaries of AAR CORP., the directors and officers of each of the Guarantor Registrant's is entitled to indemnification by AAR CORP. to the same extent as directors and officers of AAR CORP. and are covered by AAR CORP.'s directors' and officers' liability insurance to the same extent as directors and officers of AAR CORP.

Item 21.    Exhibits and Financial Statement Schedules

        The Exhibits filed herewith are set forth on the Exhibit Index filed as part of this registration statement.

Item 22.    Undertakings

        (a)   Each of the undersigned Registrants hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the

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registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (5)   That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each of the undersigned Registrants undertakes that in a primary offering of securities of the undersigned Registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of such undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

        (b)   Each of the undersigned Registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Each of the undersigned Registrants hereby undertakes:

        (1)   That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

        (2)   That every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (d)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any Registrant pursuant to the foregoing provisions, or otherwise, the undersigned Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being

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registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (e)   Each of the undersigned Registrants hereby undertakes:

        (1)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in the documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (2)   To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AAR CORP. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

AAR CORP.
By:	/s/ ROBERT J. REGAN
	Name:	Robert J. Regan
	Title:	Vice President and General Counsel

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* David P. Storch	Chairman and Chief Executive Officer; Director (Principal Executive Officer)
* Timothy J. Romenesko	President and Chief Operating Officer; Director
* Michael J. Sharp	Vice President and Controller (Principal Accounting Officer)
	Interim Chief Financial Officer and Treasurer (Principal Financial Officer)
* Anthony K. Anderson	Director
* Norman R. Bobins	Director
* Michael R. Boyce	Director
* Ronald R. Fogleman	Director

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Name	Title
* James E. Goodwin	Director
* Patrick J. Kelly	Director
* Peter Pace	Director
* Marc J. Walfish	Director
* Ronald B. Woodard	Director

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the companies listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

AARIFS (304) LLC AARIFS (315) LLC AARIFS (23734) LLC AARIFS (23779) LLC AARIFS (23780) LLC AARIFS (25092) LLC AARIFS (25093) LLC
By:	*
	Name:	Dany Kleiman
	Title:	Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* Dany Kleiman	Chief Executive Officer, Director/Manager (Principal Executive Officer)
* Michael J. Sharp	Principal Accounting Officer and (Principal Financial Officer)

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the companies listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

AAR Aircraft & Engine Sales & Leasing Inc. AAR International Financial Services, LLC AAR Aircraft Services, Inc. Aviation Maintenance Staffing, Inc. AAR International, Inc. AAR Australia, LLC. AAR Japan, Inc. Airinmar Holdings Limited Airinmar Group Limited Airinmar Limited AAR Manufacturing, Inc. Brown International Corporation AAR Parts Trading, Inc. AAR Power Services, Inc. AAR Allen Services, Inc.
By:	*
	Name:	Timothy J. Romenesko
	Title:	President (and in the case of Airinmar Holdings Limited and Airinmar Group Limited, President of its ultimate parent company, AAR International Inc.)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* Timothy J. Romenesko	President, Director/Manager (Principal Executive Officer)
* Michael J. Sharp	Principal Accounting Officer and Principal Financial Officer; Authorized U.S. Representative where applicable
* David P. Storch	Director/Manager

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Name	Title
/s/ ROBERT J. REGAN Robert J. Regan	Director/Manager

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the companies listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

AAR Airlift Group, Inc. EP Aviation, LLC
By:	*
	Name:	Randy J. Martinez
	Title:	President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* Randy J. Martinez	President and Chief Executive Officer (Principal Executive Officer)
* Michael J. Sharp	Principal Accounting Officer and Principal Financial Officer
* David P. Storch	Director/Manager
/s/ ROBERT J. REGAN Robert J. Regan	Director/Manager
* Timothy J. Romenesko	Director/Manager

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Summa Technology, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

Summa Technology, Inc.
By:	*
	Name:	David P. Storch
	Title:	Chairman and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* David P. Storch	Chairman and Chief Executive Officer, Director (Principal Executive Officer)
* Michael J. Sharp	Principal Accounting Officer and Principal Financial Officer
/s/ ROBERT J. REGAN Robert J. Regan	Director
* Timothy J. Romenesko	Director

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the companies listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

AARIFS (662) LLC AARIFS (342) LLC
By:	*
	Name:	Dany Kleiman
	Title:	Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* Dany Kleiman	Chief Executive Officer, Director/Manager (Principal Executive Officer)
* Michael J. Sharp	Principal Accounting Officer and Principal Financial Officer
* Jeffrey Fleishmann	Director/Manager
* Timothy J. Romenesko	Director/Manager

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AARIFS (290) LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

AARIFS (290) LLC
By:	*
	Name:	Dany Kleiman
	Title:	Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* Dany Kleiman	Chief Executive Officer (Principal Executive Officer)
* Michael J. Sharp	Principal Accounting Officer and Principal Financial Officer
* David P. Storch	Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant
* Timothy J. Romenesko	Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant
/s/ ROBERT J. REGAN Robert J. Regan	Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AARIFS (24750) LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

AARIFS (24750) LLC
By:	*
	Name:	Dany Kleiman
	Title:	Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* Dany Kleiman	Chief Executive Officer (Principal Executive Officer)
* Michael J. Sharp	Principal Accounting Officer and Principal Financial Officer
* Timothy J. Romenesko	Director/Manager
* David P. Storch	Director/Manager

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AAR/SSB II, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

AAR/SSB II, LLC
By:	*
	Name:	David P. Storch
	Title:	President and Chief Executive Officer of AAR International Financial Services, L.L.C., the sole member of the Registrant

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* David P. Storch	President and Chief Executive Officer, Director/ Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant (Principal Executive Officer)
* Michael J. Sharp	Principal Accounting Officer and Principal Financial Officer
* Timothy J. Romenesko	Director/Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant
/s/ ROBERT J. REGAN Robert J. Regan	Director/Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AARIFS A320 LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

AARIFS A320 LLC
By:	*
	Name:	Dany Kleiman
	Title:	Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* Dany Kleiman	Chief Executive Officer (Principal Executive Officer)
* Michael J. Sharp	Principal Accounting Officer and Principal Financial Officer
* David P. Storch	Director/Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant
* Timothy J. Romenesko	Director/Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant
/s/ ROBERT J. REGAN Robert J. Regan	Director/Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AAR Landing Gear LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

AAR Landing Gear LLC
By:	*
	Name:	Timothy J. Romenesko
	Title:	President

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* Timothy J. Romenesko	President of AAR Landing Gear LLC; Director/Manager of AAR Airlift Group, Inc., sole member of the Registrant (Principal Executive Officer)
* Michael J. Sharp	Principal Accounting Officer and Principal Financial Officer
* David P. Storch	Director/Manager of AAR Airlift Group, Inc., sole member of the Registrant
/s/ ROBERT J. REGAN Robert J. Regan	Director/Manager of AAR Airlift Group, Inc., sole member of the Registrant

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Nordisk Aviation Products AS has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

Nordisk Aviation Products AS
By:	*
	Name:	Frode Ljoterud
	Title:	President

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* Frode Ljoterud	President and Director (Principal Executive Officer)
* Michael J. Sharp	Principal Accounting Officer and Principal Financial Officer; Authorized U.S. Representative
* David P. Storch	Director
* Timothy J. Romenesko	Director
Heidi Oddvik	Director
Ingar Aas Haug	Director

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Telair International GmbH has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

Telair International GmbH
By:	*
	Name:	Axel Hauner
	Title:	President & Managing Director

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* Axel Hauner	President & Managing Director (Principal Executive Officer)
* Michael J. Sharp	Principal Accounting Officer and Principal Financial Officer; Authorized U.S. Representative

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Telair International AB has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 5th day of December 2012.

Telair International AB
By:	*
	Name:	Anders Helmner
	Title:	President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective December 5, 2012 by the following persons in the capacities and on the dates indicated.

Name	Title
* Anders Helmner	President and Chief Executive Officer (Principal Executive Officer)
* Michael J. Sharp	Principal Accounting Officer and Principal Financial Officer; Authorized U.S. Representative
* Timothy J. Romenesko	Director
* Axel Hauner	Director

* /s/ ROBERT J. REGAN
Robert J. Regan
Attorney-in-Fact

II-20

EXHIBIT INDEX

	Index		Exhibits
4.	Instruments defining the rights of security holders	4.1	Indenture dated as of January 23, 2012, governing the 7.25% Senior Notes Due 2022, by and among AAR, certain subsidiary guarantors identified therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated January 23, 2012).
		4.2	Supplemental Indenture dated as of November 30, 2012 by and among AAR, certain additional guarantors identified therein and U.S. Bank National Association, as trustee.*
		4.3	Form of 7.25% Note due 2022.*
		4.4	Registration Rights Agreement, dated as of January 23, 2012, among AAR, the guarantors identified therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Co. LLC, Wells Fargo Securities, LLC, Loop Capital Markets LLC, and U.S. Bancorp Investments, Inc. (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K dated January 23, 2012).
5.	Opinion regarding legality	5.1	Opinion of Schiff Hardin LLP*
		5.2	Opinion of Winston & Strawn London*
		5.3	Opinion of Graf von Westphalen*
		5.4	Opinion of Baker & McKenzie Advokatbyrå KB**
		5.5	Opinion of Arntzen de Besche Advokatfirma AS**
		5.6	Opinion of Carlton Fields, P.A.*
		5.7	Opinion of Sirote & Permutt, P.C.*
12.	Statements re computation of ratios	12.1	Statement of computation of ratio of earnings to fixed charges*
23.	Consents of experts and counsel	23.1	Consent of Schiff Hardin LLP (included in its opinion filed as Exhibit 5.1)
		23.2	Consent of Independent Registered Public Accounting Firm*

II-21

	Index		Exhibits
		23.3	Consent of Winston & Strawn London (included in its opinion filed as Exhibit 5.2)
		23.4	Consent of Graf von Westphalen (included in its opinion filed as Exhibit 5.3)
		23.5	Consent of Baker & McKenzie Advokatbyrå KB (included in its opinion filed as Exhibit 5.4)
		23.6	Consent of Arntzen de Besche Advokatfirma AS (included in its opinion filed as Exhibit 5.5)
		23.7	Consent of Carlton Fields, P.A. (included in its opinion filed as Exhibit 5.6)
		23.8	Consent of Sirote & Permutt, P.C. (included in its opinion filed as Exhibit 5.7)
24.	Power of attorney	24.1	Powers of attorney are granted by the persons executing this registration statement as set forth on the signature page
25.	Statement of eligibility of trustee	25.1	Form T-1 Statement of Eligibility of U.S. Bank National Association to act as trustee with respect to the 71/4% Senior Notes due 2022*
99.1	Additional exhibits	99.1	Form of Letter of Transmittal*
		99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees*
		99.3	Form of Letter to Clients*
		99.4	Form of Tax Guidelines*

*

Previously filed

**

Filed herewith

II-22

QuickLinks

Table of Additional Registrants(1)(2)(3)
EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers
Item 21. Exhibits and Financial Statement Schedules
Item 22. Undertakings

SIGNATURES
SIGNATURES
SIGNATURES
EXHIBIT INDEX

EX-5.4

Exhibit 5.4

Baker & McKenzie Advokatbyrå KB Vasagatan 7 P.O. Box 180 SE-101 23 Stockholm Tel: +46 8 566 177 00
Fax: +46 8 566 177 99
stockholm@bakermckenzie.com
www.bakermckenzie.com

Asia Pacific Bangkok Beijing Hanoi Ho Chi Minh City Hong Kong Jakarta Kuala Lumpur Manila Melbourne Shanghai Singapore Sydney Taipei Tokyo Europe & Middle East Abu Dhabi Almaty Amsterdam Antwerp Bahrain Baku Barcelona Berlin Brussels Budapest Cairo Dusseldorf Frankfurt / Main Geneva Kyiv London Luxembourg Madrid Milan Moscow Munich Paris Prague Riyadh Rome St. Petersburg Stockholm Vienna Warsaw Zurich North & South America Bogota Brasilia Buenos Aires Caracas Chicago Dallas Guadalajara Houston Juarez Mexico City Miami Monterrey New York Palo Alto Porto Alegre Rio de Janeiro San Diego San Francisco Santiago Sao Paulo Tijuana Toronto Valencia Washington, DC

Stockholm December 5, 2012

To:

AAR CORP.

1100 North Wood Dale Road

Wood Dale, Illinois 60191

(the “Addressee”)

Dear Ladies and Gentlemen:

We have acted as special counsel to Telair International AB, a company incorporated under the laws of Sweden (the “Guarantor”) and an indirect subsidiary of AAR CORP., a Delaware corporation (the “Parent”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of up to $175 million of the Parent’s 7-1/4% Senior Notes due 2022 (the “Exchange Notes”) and related subsidiary guarantees to be issued pursuant to an Indenture, dated as of January 23, 2012 and supplemented by a First Supplemental Indenture thereto dated as of November 30, 2012 (the “Supplemental Indenture”) (as so supplemented, the “Indenture”) by and among the Company, the Guarantors signatory thereto (including the Guarantor) and U.S. Bank, National Association, as Trustee (the “Trustee”).  The Exchange Notes will be offered in exchange for the Parent’s outstanding 7-1/4% Senior Notes due 2022 issued in an exempt offering pursuant to Rule 144A of the Securities Act on January 23, 2012 (the “Exchange Offer”).  This opinion is being delivered to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act for filing as an exhibit to the Registration Statement on Form S-4 (the “Registration Statement”), being filed by the Parent and certain of its subsidiaries (including the Guarantor) with the Securities and Exchange Commission (the “Commission”) on or about the date hereof.

A.Basis of Opinion

For the purpose of this opinion we have examined the following documents:

1.an electronic copy of the executed Supplemental Indenture;

2.an electronic copy of the executed Indenture;

Baker & McKenzie Advokatbyrå KB is a member of Baker & McKenzie International, a Swiss Verein.

3.the Registration Statement;

4.a certificate of registration (Sw. registreringsbevis) for the Guarantor by the Swedish Companies Registration Office (.Sw. Bolagsverket), dated December 5, 2012 as at 10.00 am, showing relevant entries in the Swedish Company Register (Sw. aktiebolagsregistret) (the “Registration Certificate”);

5.the articles of association (Sw. bolagsordning) for the Guarantor adopted on 28 May 2012; and

6.a copy of the minutes from a board meeting held by the Guarantor dated November 30, 2012 (the “Board Minutes”);

The documents referred to above in paragraphs 1 – 2 are herein collectively referred to as the “Agreements” and each as an “Agreement”.

For the purposes of this opinion we have made no examination of the files or records of any company or any governmental or regulatory agency or authority or any other entity or person nor have we examined any other documents or instruments than those expressly set out above.

B.Assumptions

In rendering this opinion we have assumed, without independent investigation, the following:

1.that the Indenture has been duly authorised and executed by or on behalf of each of the parties thereto (other than the Guarantor) and is valid and binding on, and enforceable against each of the parties thereto (other than the Guarantor) and that the performance of the transactions contemplated by the Indenture is within the capacity and powers of each of them (other than the Guarantor);

2.that all necessary consents, authorisations and approvals required in any relevant jurisdiction (other than Sweden) for the execution and performance of thetransactions contemplated by the Agreements and the Registration Statement by each of the parties thereto have been, or will be, obtained and that all necessary notices, filings, registrations and recordings required in any applicable jurisdiction (other than Sweden) in respect of the Agreements and the Registration Statement have been, or will be, given or effected in accordance with the laws and regulations of every such applicable jurisdiction;

3.that all parties to the Indenture (other than the Guarantor) have been duly incorporated and are validly existing under their laws of the relevant jurisdiction;

4.the genuineness of all signatures on all documents and the completeness and the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents,

2

the authenticity of all the latter documents and the accuracy and veracity of all such original documents;

5.that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us, all changes thereto have been marked or otherwise drawn to our attention;

6.the accuracy and completeness of all matters of fact in the certificates, records, agreements, instruments and documents that we have examined of any other information set out in public registers or that has otherwise been supplied or disclosed to us;

7.that the obligations under the Agreements are and will be observed and performed by the parties to them in accordance with their terms; and that the execution, implementation or performance of the Agreements will not contravene any other contractual arrangements of the parties that may have an impact on the validity or enforceability of the Agreements;

8.that the Agreements have been entered into for bona fide commercial reasons and on arm’s-length terms by each of the parties thereto;

9.that all agreements or documents which are governed by the laws of any jurisdiction other than Sweden are under such laws legal, valid, binding and enforceable according to the terms and conditions of the agreements or document; and that there is no provision of the law of any jurisdiction, other than Sweden, which would have any implication in relation to the opinions expressed herein;

10.that the guarantee provided by the Guarantor under the Indenture constitutes a duly created and valid security or security in favour of the secured parties under any laws other than Swedish law, enforceable against the Guarantor in any other jurisdiction than Sweden;

11.that the Exchange Notes will be issued as described in the Registration Statement;

12.that the Exchange Notes will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added;

13.that the Indenture (including the Supplemental Indenture) and the Exchange Notes comply with applicable provisions of the laws of the State of New York;

14.that all executed documents, authorisations and powers and authorities produced to us remain in full force and effect and have not been amended or affected by any subsequent action not disclosed to us;

15.that the Guarantor has its centre of main interest (as defined in Council Regulation (EC) No 1346/2000 of 29 May 2000) in Sweden;

3

16.except as registered in the Swedish Company Register kept by the Swedish Companies Registration Office, that the Guarantor has not taken any corporate action nor have any steps been taken or legal proceedings been initiated against the Guarantor for insolvency, bankruptcy, liquidation, winding-up, dissolution, re-organization, rehabilitation, administration or any other similar proceedings or for the appointment of a liquidator, receiver or administrative receiver, or an administrator, trustee or similar officer of the Guarantor or of any or all of its respective assets; and

17.that the copies produced to us of minutes of meetings and/or resolutions are true copies and correctly record the proceedings at such meetings and/or the subject matter which they purport to record; and that any meetings referred to in such copies were duly convened and held and that all resolutions set out in such copies were duly passed.

C.Opinion

Based on the foregoing assumptions and subject to the qualifications below, we are of the opinion that with respect to Swedish law:

1.The Guarantor is duly incorporated and is validly existing under the laws of Sweden as a private limited liability company with full power, authority and legal right to carry on business and to own property;

2.The Supplemental Indenture has been duly authorized, executed and delivered by the Guarantor.

3.When (A) the Registration Statement has been declared effective, and (B) the Exchange Notes have been duly executed by the Parent and authenticated by the Trustee in accordance with the terms of the Indenture and duly issued and delivered against exchange of the Original Notes as described in the Registration Statement, the Note Guarantee of the Exchange Notes by the Guarantor (pursuant to, and as defined in, the Indenture) will constitute a legal, valid and binding obligation of the Guarantor, enforceable against such Guarantor in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and similar laws affecting creditors’ rights generally.

D.Qualifications

This opinion is subject to the following additional qualifications:

1.Pursuant to the Swedish Contracts Act 1915 (as amended) and general equitable principles of the law of contract and obligations, a contract term may be modified or set aside if it is adjudged to be unreasonable. Where any party to an agreement is vested with a discretion or may determine a matter in its opinion or at its discretion, Swedish law may require that such discretion be exercised reasonably or that such opinion be based on reasonable grounds and a provision that a certain determination

4

is conclusive and binding will not serve to prevent or preclude judicial enquiry into the merits of any claim by an aggrieved party;

2.Provisions in an agreement specifying that provisions thereof may only be amended or waived in writing may not be enforceable to the extent that an oral agreement or implied agreement in trade practice or course of conduct has been created modifying provisions of the agreement;

3.The term ‘enforceable’ when used herein means that the relevant obligation is of a type which Swedish courts would uphold; it does not mean that such an obligation will necessarily be enforced in all respects in accordance with its terms; in particular, the availability in Swedish courts or from arbitral tribunals sitting in, or applying the procedural laws of, Sweden of certain remedies (such as injunction and specific performance) may be restricted under the laws of Sweden, and are at the discretion of the courts or such arbitral tribunals;

4.Any provision in the Agreements which constitutes, or purports to constitute, a restriction on the exercise of any statutory power by any party or any person may be ineffective; and any provision of the Agreements stating that a failure or delay on the part of any party in exercising any right or remedy under the Agreements shall not operate as a waiver of such right or remedy may be ineffective;

5.Enforcement in Sweden of the right of a party under the Agreements may be limited by general time bar provisions;

6.Swedish law permits the introduction of evidence extrinsic to an agreement to modify the terms or the interpretation of the agreement;

7.It is not established by judicial precedent or otherwise by law that a power of attorney can be made irrevocable and it is therefore submitted that any power of attorney can be revoked and that they will terminate by operation of law and without notice at the bankruptcy or temporal demise of the party giving such powers;

8.The right to recover damages for breach of contract or in delict or tort may be limited to the extent the aggrieved party could have avoided or mitigated damages by reasonable efforts;

9.To the extent that an undertaking of the Guarantor, such as the provision of security or a guarantee or the assumption of joint and several liability for payments with other companies, would constitute a distribution of assets (Sw. värdeöverföring) to another party and such distribution exceeds the distributable reserves of the Guarantor at the time when the undertaking is given, the validity of such undertaking is subject to the condition that sufficient corporate benefit accrues to the Guarantor or that the Guarantor receives consideration on market terms for its undertaking;

5

10.Chapter 21, Section 1 and 3 of the Swedish Companies Act 2005 prohibit the Guarantor from providing security (including guarantees) with respect to the obligations of a shareholder, or other related persons as described in the aforementioned provisions of the Companies Act, or a legal person over whose activities such related person has a decisive influence; exemptions to this prohibition are inter alia (i) if the security is provided for the benefit of a parent or sister company domiciled in the European Economic Area (“EEA”) or (ii) if the person for whose benefit the security is provided operates a business and the security is given only for business reasons and is intended solely for the beneficiary’s business;

11.Chapter 21, Section 5 of the Swedish Companies Act 2005 prohibits a limited liability company incorporated under the laws of Sweden from granting an advance, providing loans or providing security (including guarantees) for loans in order for that the debtor or other related persons as described in the aforementioned provisions of the Companies Act shall acquire shares in such company or any parent company in the same group as such company;

12.Property purported to be held on trust will form part of the trustee’s bankruptcy estate, in case of the trustee’s bankruptcy, and the beneficiaries under a trust will be treated as unsecured creditors with respect to their rights to the purported trust property, unless they have a valid and perfected security over such property;

13.The enforcement of any agreement, guarantee or instrument may be limited by bankruptcy, insolvency, liquidation, reorganisation, limitation, moratorium and other laws of general application regarding or affecting the rights of creditors generally and general equitable principles;

14.Under Swedish law, an administrator-in-bankruptcy will not necessarily be obliged to respect the appointment of any agent as authorised representative of any of the parties to the Agreements in certain instances and to that effect the Agreements may not be enforceable to the extent that the Agreements  purport to appoint any agent with such effect;

15.The availability in Swedish courts or from arbitral tribunals of certain remedies, such as injunction and specific performance, may be restricted under Swedish law, and are at the discretion of the courts or arbitral tribunals. Moreover, Swedish courts or arbitral tribunals may award judgments or give awards in currencies other than the local currency but the judgment debtor has the right under Swedish law to pay the judgment debt, even though denominated in a foreign currency, in the local currency at the rate of exchange prevailing at the date of payment (however, the judgment creditor may, subject to availability of the foreign currency, convert such local currency into the foreign currency after payment and remove such foreign currency from Sweden);

16.The recognition of the laws of jurisdictions other than Sweden by Swedish courts or enforcement authorities does not include those laws which such courts or authorities

6

consider (i) to be procedural in nature, (ii) to be revenue or penal laws, (iii) to involve the exercise of sovereign powers or powers of public or administrative law, (iv) the application of which would (A) amount to an attempt to circumvent Swedish conflict of laws rules, (B) lead to or entail a contravention of mandatory Swedish law, or (C) be inconsistent with public policy, as such term is interpreted under Swedish law; and such courts or authorities may require proof of the relevant provisions of those laws;

17.In an insolvency proceeding to which Council Regulation (EC) No 1346/2000 of 29 May 2000 is applicable, Swedish law may not determine the rules relating to the voidness, voidability or unenforceability of legal acts detrimental to all creditors;

18.Any legal proceedings in Sweden will be conducted in Swedish and the court or enforcement authority in Sweden may require, as a further condition to admissibility and/or enforceability, the translation into Swedish of any relevant documents and assistance from Swedish authorities in the service of process in connection with foreign proceedings might require the observance of certain procedural and other regulations;

19.Provisions in the Agreements to the effect that one party may terminate an agreement or otherwise act to the detriment of another party in case of bankruptcy of such other party could be held to contravene the Swedish Bankruptcy Act 1987 (as amended) or otherwise the principles of the bankruptcy or insolvency laws of Sweden; and, if so held, may be refused enforcement in the courts of Sweden or arbitral tribunals sitting in, or applying the procedural laws of Sweden; and where a party has a right to rescind a contract on the grounds of a delay in payments or in performance of any other obligations that party will be restricted in the exercise of that right upon the commencement of company reconstruction proceedings in respect of the defaulting party under the Companies Reconstruction Act 1996 (as amended);

20.Any transfer, payment or other action or measure in respect of the Agreements involving (a) the government of any country or state which is currently the subject of the United Nations or European Union sanctions (or both); (b) any person or body resident in, incorporated in or constituted under the laws of any such country or state or exercising public functions in or of any such country or state; or (c) any person or body acting from or through or in any such country or state; or (d) any person or body controlled by any of the foregoing or by any person acting on behalf of any of the foregoing, may be subject to restrictions (including complete incapacity or complete lack of authority) pursuant to such sanctions as implemented in the laws of Sweden;

21.In proceedings before a court of Sweden or an arbitral tribunal sitting in, or applying the procedural laws of, Sweden, Swedish procedural law will apply; and

22.A Swedish court or an arbitral tribunal sitting in Sweden or applying Swedish procedural law may reject the right to take proceedings in Sweden, if proceedings

7

which have led to or may lead to a judgment or arbitral award which is enforceable in Sweden, have already been taken or initiated in or outside Sweden in another court of competent jurisdiction or arbitral tribunal sitting in Sweden or applying Swedish procedural law and which has been seized of the matter.

E.Restrictions

1.This opinion is given only for the benefit of the Addressee and the purchasers of the Exchange Notes in connection with the Agreements and the Registration Statement. It may not be used or relied upon by any other person or entity without our prior written consent or used for any other purpose and its content and existence shall not be disclosed without our prior written consent.

2.We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included therein. In giving this opinion, we do not thereby admit that we are within the category of persons whose consent is required by the Securities Act or the rules and regulations of the Commission.

3.This opinion (i) is confined to and is given on the basis of Swedish law and practice as they exist at the date hereof and we have made no investigation of the laws or practices of any jurisdiction other than Sweden as a basis for the opinions expressed hereinabove and do not express or imply any opinions thereon; (ii) is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matters in connection with the various agreements or documents referred to herein or the transactions contemplated by such agreements or documents; and (iii) is given solely for the purposes of the transactions to which the Agreements relate and we assume no obligation to advise you of any changes in the foregoing subsequently to the date set forth at the beginning of this opinion and this opinion speaks only as of such date.

4.This opinion is rendered in Sweden and shall be governed by and construed in accordance with Swedish law.

5.This opinion is given only by Baker & McKenzie Advokatbyrå KB, a Swedish limited partnership, and not by or on behalf of Baker & McKenzie International (a Swiss verein) or any other member or associated firm thereof. In this opinion the expressions ‘we’, ‘us’, ‘our’ and like expressions should be construed accordingly.

Yours sincerely,

Baker & McKenzie Advokatbyrå KB

8

/s/ Cecilia  Bjelle	/s/ Carl Svernlöv
Cecilia  Bjelle	Carl Svernlöv

9

EX-5.5

Exhibit 5.5

AAR CORP.

1100 North Wood Dale Road

Wood Dale, Illinois 60191

Oslo, 30 November 2012

59378/4501192

Counsel in charge:  Stein Ove Solberg

Dear Sirs,

We have acted as Norwegian special legal counsel for Nordisk Aviation Products AS, a company incorporated under the laws of Norway (the “Company”), in connection with a supplemental indenture dated 30 November 2012 (the “Supplemental Indenture”) executed and delivered by the Company as additional guarantor, AAR CORP., the parent company of the Company (the “Parent”), certain other subsidiaries of the Parent and U.S. Bank National Association as trustee under the Indenture as defined below (the “Trustee”), in connection with an indenture dated 23 January 2012 entered into by and amongst others the Parent, certain US subsidiaries of the Parent (the “US Guarantors”) and the Trustee (the “Indenture”). The Supplemental Indenture has been executed and delivered pursuant to Section 9.1 of the Indenture.

In this opinion letter:

(a)all terms used, but not defined, in this opinion shall have the respective meanings given to such terms in the Indenture (as appropriate).

For the purpose of this opinion we have examined the following documents:

(1)a signed copy of the Indenture;

(2)a signed copy of the Supplemental Indenture;

(3)the form of the Exchange Notes

(4)a copy of draft Form S-4 Registration Statement;

(5)a copy of the signed minutes from a meeting of the board of directors of the Company dated 30 November 2012, approving the Documents;

(6)A copy of a statement dated 30 November 2012, from the board of directors of the Company in accordance with the provisions of section 3-8 of the Norwegian Private Limited Companies Act:

(7)a copy of the signed minutes of an extraordinary general meeting 30 November 2012, of the Company, approving the Documents (as defined below);

(8)an extract from the Norwegian Register of business enterprises dated 30 November 2012 of  a company certificate of the Company; and

(9)a copy of the Articles of Association of the Company, dated 30 November 2012;

the documents referred to in (1) - (2) inclusively being herein referred to as the “Documents”.

In giving this opinion we have assumed:

(a)the genuineness of all signatures and the authenticity of all documents submitted to us and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies, and the conformity to the execution copies of all drafts submitted to us as final drafts;

(b)that all authorizations, powers and authorities specified above remain in full force and effect;

(c)that all the parties to each of the Documents (other than the Company) are duly incorporated or formed and validly existing under the laws of their relevant jurisdiction;

(d)that the Exchange Notes will be issued as described in the Registration Statement;

(d)that the Exchange Notes will be in substantially the form attached to the Indenture and that any information omitted from such form will be added;

(e)that the Indenture (including the Supplemental Indenture) and the Exchange Notes comply with applicable provisions of the laws of the state of New York, USA;

(f)that there have been no amendments to the company certificate or the Articles set out in the list of examined documents as compared to the forms provided to us for the purpose of this opinion and no resolutions of the Company has been made requiring a filing to be made to the Norwegian company register which will have the effect that the company certificate or the Articles of Incorporation are or will be amended;

(g)that each of the Documents is duly authorized, executed and delivered by and is within the capacity and powers of the parties thereto (other than the Company);

(h)that each of the Documents constitutes legal, valid, binding and enforceable obligations of the parties thereto under the laws of the State of New York;

(i)that the resolutions referred to in paragraph (5) and (7) of the list of examined documents above was duly passed at a properly convened meeting of the board of directors and extraordinary general meetings of the Company and that the said resolutions have not been amended or rescinded and are in full force and effect at the date hereof;

(j)that there have been no amendments to the certificates of registration and articles of association set out in paragraph (8) and (9) of the list of examined documents and no resolutions of the Company have been made requiring a filing to be made to the Norwegian Register of Business Enterprises which will have the effect that the Certificate of Registration or the Articles of Association of the Company is or will be amended;

(k)that the decision by the Company to become a party to the Documents has been based on a belief, on reasonable grounds, that it has been made for its legitimate business purpose and in the interest of the Company, its shareholders, employees and creditors and/or otherwise that sufficient corporate benefit accrues to it;

(l)that there are no provisions of the laws of any jurisdiction other than Norway which would have any implications on the opinion we express; and that there are no provisions in, or other aspects of, any document other than the Documents which would have any implications on the opinion we express;

(m)the accuracy and completeness of all factual representations produced to us in documents and otherwise, and therefore we have made no independent investigation thereof;

(n)that all necessary consents, authorisations and approvals whatsoever required in any relevant jurisdiction (other than Norway) for the execution and performance of each of the Documents by each of the parties thereto have been, or will be, obtained and that all necessary notices, filings, registrations and recordings required in any applicable jurisdiction (other than Norway) in respect of each of the Documents have been, or will be, given or effected in accordance with the laws and regulations of every such applicable jurisdiction;

(o)that any corporate records inspected for the purpose of this opinion letter were accurate and complete and contained all records and documents which they properly should contain and that all meetings of directors and shareholders, minutes of which were contained in the corporate records, were validly convened and held; and

(p)in reviewing any contract, agreement, instrument or other document which by its terms purports to be governed by the laws of any jurisdiction other than the kingdom of Norway, we are relying solely upon our understanding of the plain language of any such contract, agreement, instrument or other document (or the English translation, if applicable).

We do not purport to render an opinion in respect of any jurisdiction other than the laws of Norway as the same are in full force and effect at the date hereof. This opinion relates only to matters of law on the date hereof and is based on facts known to us at the date hereof, and we may not express any opinion as to consequences of later alterations to such facts.

On the basis of the foregoing and subject to the qualifications and reservations hereinafter set forth, we are of the opinion that:

(a)the Company is a limited company validly existing and duly registered under the laws of Norway and it possesses the capacity to sue and be sued in its own name and has the power to carry on its business and to own its property and other assets, and as of 30 November 2012 the Norwegian company register has not registered any petition or resolution for winding-up or dissolution of the Company;

(b)the Company has the power and authority to execute, deliver and to perform its obligations under the Documents and to carry out the transactions contemplated by the Documents and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same;

(c)the Documents have been validly and properly executed by the Company and the obligations of the Company under the Documents constitute its legal, valid, binding and enforceable obligations;

(d)the Company can only guarantee and/or secure the obligations  of the Parent or any party closely related to the Parent, or of a shareholder in another company in the same group as the Company, within the limits of the assets which the Company may use for distribution of dividend and only if adequate security is furnished for the claim for repayment or recovery;

(e)the execution, delivery and performance by the Company of the Documents does not contravene any law or regulation of Norway applicable to it, neither do the Documents  conflict with the Articles of Association of the Company, subject to the assumptions and qualifications herein;

(f)the obligations of the Company under the Documents are its direct, general and unconditional obligations and rank (unless contractually subordinated) at least pari passu in all respects with all its other present and future unsecured and unsubordinated obligations (including contingent obligations), with the exception of obligations mandatorily preferred by applicable law and not by contract;

(g)the choice of the laws of the State of New York, USA, to govern the Documents is, under the laws of Norway, a valid and binding choice of law and will be recognised and applied by the courts of Norway; the Documents are in proper legal form for the pursuance in the civil courts of Norway if translated into Norwegian subject, however, to the qualifications (i) that foreign laws will not be applied to the extent contrary to Norwegian public policy, (ii) that Norwegian laws as to matters of evidence and procedure would apply in any such action, and (iii) that Norwegian law will be applied in a bankruptcy proceeding in respect of an execution against the Company; and

(h)a judgment rendered by the courts of the State of New York, USA, against the Company in respect of the Documents will be enforceable against the Company in Norway without a further trial on the merits subject to and in accordance with section 19-16 of the Norwegian Civil Procedures Act of 2005 and the Norwegian Enforcement Act of 1992 as amended or replaced if the judgment of such matter is final, binding and enforceable in and pursuant to the laws of the relevant foreign jurisdiction, the judgment does not relate to an interest in land in Norway, the matter is subject to the parties´ agreement and disposal, and the acceptance and enforcement of the judgment shall not be in conflict with decency, Norwegian mandatory law or public policy.

The foregoing opinion is subject to the following qualifications:

(1)we express no opinion in respect of any effect of the Documents  in relation to any party not being a party to the Documents, and an agreement may be amended by

mutual agreement between the parties thereto or altered as a consequence of generally applicable legal principles;

(2)the obligations of the Company under the Documents may be found partly or totally invalid by Norwegian courts and thus unenforceable to the extent the obligations may be deemed or construed as unlawful financial assistance pursuant to Section 8-7, cf. Section 1-4, and Section 8-10, cf., Section 1-4 of the Companies Act, as at any time amended;

(3)section 3-8 (the “Provision”) of the Companies Act provides, in short, that certain agreements between a Norwegian limited liability company (the “Issuing Company”) and its direct or indirect shareholders and certain other persons, must be approved by the general meeting of the Issuing Company in accordance with certain corporate procedures, i.e. the issuance by the board of directors of a statement, a confirmation by the auditors of the Issuing Company and a filing of such statement and confirmation with the companies registry. If the Provision is not complied with, the Issuing Company will not be bound by the relevant agreement and any contributions made thereunder or pursuant thereto shall be recovered by or refunded to the Issuing Company. We note from the minutes of the extraordinary general meeting of the Company (item (7) in the list of examined documents) that such corporate procedures will not be followed in full, as the confirmation by the auditors has not been obtained;

However, we note that the Documents has been approved by an extraordinary general meeting of the Company, as the general view in the Norwegian legal community is that the decision by the general meeting, and not the additional corporate procedures, is the decisive requirement for satisfying the Provision so that the agreement will be binding on the Issuing Company.

Furthermore, in this transaction, the Company is owned 100% by the Parent and thus 100% of the shares were represented at the general meeting having unanimously approved the agreements despite the lack of the auditor’s full report, as stated in the resolution from the general meeting, which are arguments to support that the lack of the full auditor’s report would not have an impact on the resolution of the general meeting. Accordingly, for the mentioned agreements in this matter we are of the opinion that there is a remote risk that the court will come to the conclusion that these are invalid or that the Company will not be bound;

(4)for the avoidance of doubt, we express no opinion in relation to the value of the guarantee  created by the Documents;

(5)if any provisions of the Documents are held to be illegal, invalid or unenforceable, the severance of such provision from the remaining provisions of the relevant document will be subject to the exercise of the discretion of the Norwegian Court;

(6)any term of an agreement may under Norwegian law be amended orally, despite any provision in the agreement to the contrary;

(7)where any party to the Documents is vested with the discretion or may determine the matter in its opinion, Norwegian law may require that such discretion is exercised reasonably or that such opinion is based on reasonable grounds, and such provisions will not necessarily prevent judicial inquiry into the merit of such determination;

(8)in opining that the Documents is enforceable we do not express any view on the particular remedies available. The term “enforceable” as used in this opinion means that the obligations assumed by the Company under the Documents are of a type which Norwegian courts will generally enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. Enforcement of claims in Norway is subject to the mandatory provisions of the Enforcement Act;

(9)we express no opinion as to whether specific performance or injunctive relief, being discretionary remedies, would necessarily be available in respect of any of the obligations under the Documents;

(10)Norwegian courts may be expected to give judgements in currencies other than Norwegian Kroner, if so requested. Norwegian law, however, allows the judgement debtor the right to pay the judgement debt (even though denominated in a foreign currency) in Norwegian Kroner, being the legal tender of Norway;

(11)a certificate, determination, notification, minute or opinion might be held by the Norwegian courts not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite any provision in any document to the contrary;

(12)Norwegian courts will in any action or proceedings apply Norwegian procedural rules, including rules with regard to allocation of litigation costs, and may decide not to give effect to any agreement or indemnity in respect of costs;

(13)we express no opinion in respect to any tax, duty, VAT and/or accounting (in Norwegian “skatt, avgift, merverdi eller regnskap”) issues in relation to (i) the Documents and (ii) any disposals/transactions contemplated by the Documents;

(14)if and to the extent that proceedings have already been instituted or are pending in the courts of any country other than Norway at the time the matter is brought before a court of Norway, the courts of Norway may think it proper in accordance with their rules not to entertain or stay an action in respect of a matter on which a court of another country has already given judgement or is entertaining proceedings; and

(15)claims may become barred under the Limitation Act or may become subject to defences or set-off or counter-claims and to any provisions generally applicable under Norwegian law in respect of invalidation of unfair contract terms, and the validity, performance and enforcement of the Documents may be limited or affected by bankruptcy, insolvency, administration or similar laws affecting creditors’ rights generally.

This opinion is governed by and limited to the laws of the Kingdom of Norway, and we express no opinion herein concerning any other law, or as to any specific legal issues other than those explicitly addressed above. We disclaim any express or implied undertaking or obligation to advice of any subsequent change of law or fact (even though the change may affect the legal analysis, a legal conclusion or an informational confirmation in this opinion letter).

This Opinion Letter is provided in connection with the accession of Nordisk Aviation Products AS to the Supplemental Indenture and is addressed to and is solely for the benefit of

AAR CORP and any purchaser of the Exchange Notes issued in connection with the Documents and the Registration Statement. It may not be used or relied upon without our prior written consent or used or  relied upon for any other purpose and its content and existence shall not be disclosed without our prior written consent.

We furthermore agree to the filing of this opinion to the US Securities and Exchange Commission (the “Commission”) as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included therein. In giving this opinion, we do not thereby admit that we are within the category of persons whose consent is required by the Securities Act or the rules and regulations of the Commission.

Oslo, 30 November 2012,

Yours faithfully,

Arntzen de Besche Advokatfirma AS

/s/ Lars Tormodsgard	/s/ Stein Ove Solberg
Lars Tormodsgard	Stein Ove Solberg