EXHIBIT 5.1

                        [Letterhead of GREENBERG TRAURIG]

                                 April 22, 2002

HEICO Corporation
3000 Taft Street
Hollywood, Florida 33021

         Re:      HEICO Corporation
                  Registration Statement on Form S-3

Ladies and Gentlemen:

         You have requested our opinion with respect to the shares of the
Company's Class A Common Stock, par value $.01 per share (the "Common Stock"),
included in the Registration Statement on Form S-3 (the "Form S-3") filed with
the U.S. Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Securities Act").

         As counsel to the Company, we have examined the original or certified
copies of such records of the Company, and such agreements, certificates of
public officials, certificates of officers or representatives of the Company and
others, and such other documents as we deem relevant and necessary for the
opinions expressed in this letter. In such examination, we have assumed the
genuineness of all signatures on original documents, and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to such opinions, we have
relied upon statements or certificates of officials and representatives of the
Company and others.

         Based on, and subject to the foregoing, we are of the opinion that the
shares of Common Stock being registered in the Form S-3 have been duly and
validly issued and are fully paid and nonassessable.

         In rendering this opinion, we advise you that we are members of the Bar
of the State of Florida, and we express no opinion herein concerning the
applicability or effect of any laws of any other jurisdiction, except the
securities laws of the United States of America referred to herein.

         This opinion has been prepared and is to be construed in accordance
with the Report on Standards for Florida Opinions, dated April 8, 1991, as
amended and supplemented, issued by



HEICO Corporation
April 22, 2002
Page 2

the Business Law Section of The Florida Bar
(the "Report"). The Report is incorporated by reference into this opinion.

         We hereby consent to the filing of this opinion as an exhibit to the
Form S-3. We also consent to the use of our name under the caption "Legal
Matters" in the Prospectus constituting part of the Form S-3. In giving such
consent, we do not thereby admit that we are included within the category of
persons whose consent is required under Section 7 of the Securities Act, or the
rules and regulations promulgated thereunder.

                                        Very truly yours,

                                        GREENBERG TRAURIG, P.A.


                                        By:  /s/ Phillip J. Kushner
                                          -------------------------------------
                                            Phillip J. Kushner, Shareholder