Exhibit 5.1


                       [LETTERHEAD OF SHEARMAN & STERLING]





                                 August 24, 2001


BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, Florida 33414

                               BE Aerospace, Inc.
                               ------------------

Ladies and Gentlemen:

         We have acted as counsel for BE Aerospace, Inc., a Delaware Corporation
(the "Company") in connection with the preparation and filing by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), of a registration
statement on Form S-3 (the "Registration Statement"), including the prospectus
included therein at the time the Registration Statement is declared effective
(the "Prospectus"), for the registration of $48.0 million of common stock, $0.01
par value per share (the "Shares"), to be offered from time to time by certain
selling stockholders in the manner described in the Prospectus and in accordance
with the terms of the Stock Purchase Agreement entered into between the Company
and the selling stockholders of M&M Aerospace, Inc. named therein, on August 10,
2001 ("the M&M Agreement").

         In this capacity, we have examined the Registration Statement, the M&M
Agreement, such corporate records of the Company, and such other documents,
agreements and instruments as we have deemed necessary as a basis for the
opinions hereinafter expressed.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In rendering the
opinions expressed below, we have relied as to certain factual matters upon
certificates of officers of the Company and certificates of public officials.

         Our opinions set forth below are limited to the laws of the State of
New York, the General Corporation Law of the State of Delaware and the federal
laws of the United States and we do not express any opinion herein concerning
any other laws.


August 24, 2001
Page 2

         Based upon, subject to, and limited by the foregoing, we are of the
opinion that the Shares have been duly authorized and when issued and sold to
the selling stockholders by the Company, in accordance with the terms of the M&M
Agreement, will be validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus.


                                                   Very truly yours,
                                                   /s/ Shearman & Sterling


RW/TT/RB/NC