Exhibit 5.1

November 30, 2010

PHI, Inc.
2001 S.E. Evangeline Thruway
Lafayette, Louisiana 70508

Re: PHI, Inc. and the Registrant Guarantors
Registration Statement on Form S-3
8.625% Senior Notes due 2018

Ladies and Gentlemen:

     We have acted as your counsel in connection with the preparation of the registration statement on Form S-3 (the “Registration Statement”) filed by PHI, Inc., a Louisiana corporation (the “Company”), and the subsidiary guarantors named therein (the “Guarantors”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof with respect the registration of the resale of up to $3,000,000 aggregate principal amount of 8.625% Senior Notes due 2018 (the “Notes”). The Guarantors will guarantee (the “Guarantees”) the Notes fully and unconditionally and on a senior unsecured basis. The Notes have been issued pursuant to an Indenture dated as of September 23, 2010 (the “Indenture”), among the Company, the Guarantors and the Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

     We have examined originals or certified copies of the Indenture and such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies. We also have assumed the legal capacity of natural persons, the corporate or other power of all persons signing on behalf of parties other than the Company and the Guarantors, the due authorization, execution and delivery of the Indenture and all other documents by the parties thereto other than the Company and Guarantors.

     Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that,

     1. the Notes are the valid and binding obligations of the Company; and

     2. the Guarantees are valid and binding obligations of each Guarantor (except that no opinion is expressed with respect to Sky Leasing L.L.C, Vertilease, LLC, and Leasing

PHI, Inc.
November 30, 2010
Page 2

Source, LLC, Montana limited liability companies, as to which an opinion has been rendered concurrently herewith by Crowley Fleck PLLP).

     The opinions and other matters in this letter are qualified in their entirety and subject to the following:

     A. We express no opinion other than as to the federal laws of the United States of America and the laws of the States of New York, Louisiana and Florida (the “Laws”). We assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or to reflect any subsequent changes in applicable Laws by legislative action, judicial decision or otherwise.

     B. The matters expressed in this letter are subject to and qualified and limited by: (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally; (ii) general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); (iii) the power of the courts to award damages in lieu of equitable remedies; (iv) securities Laws and public policy underlying such Laws with respect to rights to indemnification and contribution; and (v) limitations on the waiver of rights under any stay, extension or usury Law or other Law, whether now or hereafter in force, which would prohibit or forgive the Company or a Guarantor from paying all or any portion of the Unregistered Notes or the Registered Notes as contemplated in the Indenture.

     We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this 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 promulgated thereunder.

Very truly yours,

/s/ JONES, WALKER, WAECHTER, POITEVENT,
     CARRÈRE & DENÈGRE L.L.P.