Exhibit 5.1


                     [LETTERHEAD OF SHEARMAN & STERLING LLP]





                               September 30, 2004


The Board of Directors
BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, FL 33414

                               BE Aerospace, Inc.

Ladies and Gentlemen:

         We have acted as counsel for BE Aerospace, Inc. (the "Company") in
connection with the preparation of a registration statement on Form S-3 (File
No. 333-112493), as amended, (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") relating to the offering
from time to time, pursuant to Rule 415 of the General Rules and Regulations of
the Commission promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), by the Company of the following securities of the Company
with an aggregate offering price of up to $500,000,000: (i) debt securities,
(ii) convertible debt securities; (iii) preferred stock; (iv) convertible
preferred stock; (iv) common stock; and (v) warrants representing the right to
purchase debt securities or common stock. A member of the Staff of the
Commission advised us orally that the Registration Statement became effective
under the Securities Act on February 13, 2004.

         We are also acting as counsel to the Company in connection with the
purchase and sale of up to 18,400,000 shares (including up to 2,400,000 shares
that may be purchased pursuant to the exercise of an over-allotment option) of
the Company's Common Stock, par value $.01 (the "Shares") to be issued in an
offering pursuant to the Registration Statement and the Underwriting Agreement,
dated as of September 30, 2004 (the "Underwriting Agreement"), among the Company
and the several underwriters.

         In this connection, we have reviewed originals or copies of the
following documents:

        (a)     The Underwriting Agreement.

        (b)     The Registration Statement.

        (c)     The base prospectus dated February 13, 2004 relating to the
                offering of debt securities, convertible debt securities,
                preferred stock, convertible preferred stock, common stock and
                warrants representing the right to purchase debt securities or
                common stock generally, which is included as part of the
                Registration Statement (the "Base Prospectus").





        (d)     The final prospectus supplement dated September 30, 2004
                relating to the Shares, in the form in which it was filed
                pursuant to Rule 424(b) under the Securities Act (together with
                the Base Prospectus, the "Prospectus").

The documents described in the foregoing clauses (a) through (d) are
collectively referred to herein as the "Opinion Documents."

         We have also reviewed the following:

                  (a) The certificate of incorporation and by-laws of the
         Company, as amended through February 5, 2004.

                  (b) Originals or copies of such other corporate records of the
         Company, certificates of public officials and of officers of the
         Company and agreements and other documents as we have deemed necessary
         as a basis for the opinion expressed below.

         In our review of the Opinion Documents and other documents, we have
assumed:

                  (a) The genuineness of all signatures.

                  (b) The authenticity of the originals of the documents
         submitted to us.

                  (c) The conformity to authentic originals of any documents
         submitted to us as copies.

We have not independently established the validity of the foregoing assumptions.

         "Generally Applicable Law" means the federal law of the United States
of America, and the law of the State of New York (including the rules or
regulations promulgated thereunder or pursuant thereto), that a New York lawyer
exercising customary professional diligence would reasonably be expected to
recognize as being applicable to the Company, the Opinion Documents or the
transactions governed by the Opinion Documents, and for purposes of our opinion
below, the General Corporation Law of the State of Delaware. Without limiting
the generality of the foregoing definition of Generally Applicable Law, the term
"Generally Applicable Law" does not include any law, rule or regulation that is
applicable to the Company, the Opinion Documents or such transactions solely
because such law, rule or regulation is part of a regulatory regime applicable
to the specific assets or business of any party to any of the Opinion Documents
or any of its affiliates.

         Based upon the foregoing and upon such other investigation as we have
deemed necessary and subject to the qualifications set forth below, we are of
the opinion that the Shares have been duly authorized by the Company and, when
issued and delivered as provided in the Underwriting Agreement, the Shares will
be validly issued, fully paid and non-assessable, and the issuance of such
Shares will not be subject to preemptive rights pursuant to the General
Corporation Law of the State of Delaware, the certificate of incorporation or
by-laws of the Company.

         Our opinion expressed above is limited to Generally Applicable Law.





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

                                               Very truly yours,

                                               /s/ Shearman & Sterling LLP
                                               ---------------------------
                                               Shearman & Sterling LLP



RSW/TNT/CEH