<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>a2036031zex-5_1.txt
<DESCRIPTION>OPINION OF MR. HOWARD A. PULSIFER
<TEXT>

<PAGE>


January 22, 2001
                                                                     EXHIBIT 5.1


AAR CORP.
1100 N. Wood Dale Road
Wood Dale, Illinois  60191


        Re:  AAR CORP. REGISTRATION STATEMENT ON FORM S-8
             --------------------------------------------


Gentlemen:

I am Vice President, General Counsel and Secretary of AAR CORP., a Delaware
corporation (the "Company"), and I am issuing this opinion in connection with
the Company's filing of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission covering certain shares
of the Company's common stock, $1.00 par value, and the associated common stock
purchase rights (collectively, the "Stock"), to be issued pursuant to the terms
of the AAR CORP. Stock Benefit Plan (formerly known as the AAR CORP. Amended
Stock Option and Incentive Plan, and referred to herein as the "Plan"). I have
examined the Restated Certificate of Incorporation and By-Laws of the Company,
each as heretofore amended, the Registration Statement, the Plan and such other
documents, records and data as I have deemed necessary or appropriate for the
purpose of this opinion.

Based on the foregoing, it is my opinion that when the Registration Statement
relating to the Stock is effective, the Stock, upon issuance thereof in
accordance with the terms of the Plan, will have been legally issued, fully paid
and non-assessable.

I hereby consent to the use of my name in the Prospectus and the filing of this
opinion as an exhibit to the Registration Statement.


Very truly yours,


s/ Howard A. Pulsifer
Howard A. Pulsifer
Vice President, General
Counsel and Secretary


</TEXT>
</DOCUMENT>
