Exhibit 5.1

 

				555 Eleventh Street, N.W., Suite 1000
				Washington, D.C. 20004-1304
				Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com
				FIRM / AFFILIATE OFFICES
				Austin		Milan
				Beijing		Munich
				Boston		New York
				Brussels		Orange County
				Century City		Paris
October 3, 2024				Chicago		Riyadh
				Dubai		San Diego
				Düsseldorf		San Francisco
				Frankfurt		Seoul
				Hamburg		Silicon Valley
				Hong Kong		Singapore
				Houston		Tel Aviv
StandardAero, Inc.				London		Tokyo
6710 North Scottsdale Road, Suite 250				Los Angeles		Washington, D.C.
Scottsdale, AZ 85253				Madrid

 

Re:	Registration Statement on Form S-8

To the addressee set forth above:

We have acted as special counsel to StandardAero, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 26,680,125 shares (the “Shares”) of common stock of the Company, $0.01 par value per share, that may become issuable under the Company’s 2024 Incentive Award Plan (the “2024 Plan”), the Company’s 2024 Employee Stock Purchase Plan (the “ESPP”) and the Dynasty Parent Holdings, L.P. and StandardAero, Inc. 2019 Long-Term Incentive Plan (the “Prior Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients and have been issued by the Company for legal consideration of not less than par value in the circumstances contemplated by the 2024 Plan, the ESPP and the Prior Plan, as applicable, assuming, in each case, that the individual issuances, grants or awards under the 2024 Plan, the ESPP and the Prior Plan, as applicable, are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the 2024 Plan, the ESPP and the Prior

October 3, 2024

Page 2

 

 

Plan, as applicable (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such 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 thereunder.