<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>p69133exv5.txt
<DESCRIPTION>EX-5
<TEXT>
<PAGE>

                                                                     Exhibit 5.1

                  [Squire, Sanders & Dempsey L.L.P. Letterhead]

May 7, 2004

Mesa Air Group, Inc.
410 North 44th Street, Suite 700
Phoenix, Arizona 85008

      RE:   $171,409,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF SENIOR
            CONVERTIBLE NOTES DUE 2024

Ladies and Gentlemen:

         In connection with the registration of $171,409,000 aggregate principal
amount at maturity of Senior Convertible Notes due 2024 (the "Notes") and the
shares of common stock initially issuable upon conversion of the Notes (the
"Common Stock" and, together with the Notes, the "Securities") by Mesa Air
Group, Inc., a Nevada corporation (the "Company"), and the guarantees of the
Notes (the "Guarantees") by Mesa Airlines, Inc., Freedom Airlines, Inc., Air
Midwest, Inc., MPD, Inc., Regional Aircraft Services, Inc., Mesa Air Group -
Aircraft Management Inventory, LLC and Ritz Hotel Management Corp. (the
"Guarantors"), under the Securities Act of 1933, as amended (the "Act"), on Form
S-3 filed with the Securities and Exchange Commission on May 7, 2004, as
amended, (the "Registration Statement"), you have requested our opinion with
respect to the matters set forth below.

         In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company and the Guarantors in connection with the authorization and
issuance of the Securities and the Guarantees, respectively, and for the
purposes of this opinion, have assumed such proceedings will be timely completed
in the manner presently proposed. In addition, we have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.

         In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.

         We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of New York and the General Corporation Law of
the State of Nevada, California, Kansas and Arizona and we express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or, in the case of Nevada, California, Kansas and Arizona
any other laws, or as to any matters of municipal law or the laws of any local
agencies within any state.

<PAGE>

Mesa Air Group, Inc.
May 7, 2004
Page 2

         Capitalized terms used herein without definition have the meanings
ascribed to them in the Registration Statement.

         Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:

         1.       The Notes have been duly authorized by all necessary corporate
action of the Company, and constitute legally valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms.

         2.       Each of the Guarantees has been duly authorized by all
necessary corporate or partnership action, as applicable, of the respective
Guarantor, and constitutes the legally valid and binding obligation of the
respective Guarantor, enforceable against such Guarantor in accordance with its
terms.

         3.       The shares of Common Stock issuable upon conversion of the
Notes have been duly authorized, and when issued and delivered upon conversion
of the Notes in accordance with the terms of the Notes and the Indenture, will
be validly issued, fully paid and nonassessable.

         The opinions rendered in paragraphs 1 and 2 relating to the
enforceability of the Notes are subject to the following exceptions, limitations
and qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors and (ii) the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or law, and the discretion of the court before which any proceeding
therefor may be brought.

         In addition, we express no opinion with respect to whether acceleration
of the Notes may affect the collectibility of that portion of the stated
principal amount thereof that might be determined to constitute unearned
interest thereon.

         We have not been requested to express, and with your knowledge and
consent, do not render any opinion as to the applicability to the obligations of
the Company under the Indenture, the Notes and the Guarantees under the
Indenture or the Guarantees of Section 548 of the United States Bankruptcy Code
or applicable state law (including, without limitation, Article 10 of the New
York Debtor and Creditor Law) relating to fraudulent transfer and obligations.

         To the extent that the obligations of the Company and the Guarantors
under the Indenture may be dependent upon such matters, we assume for purposes
of this opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by the Indenture; that
the Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the legally valid, binding and enforceable obligation of the
Trustee enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally and with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations;

<PAGE>

Mesa Air Group, Inc.
May 7, 2004
Page 2

and that the Trustee has the requisite organizational and legal power and
authority to perform its obligations under the Indenture.

         We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."

                                           Sincerely,

                                           SQUIRE, SANDERS & DEMPSEY L.L.P.

</TEXT>
</DOCUMENT>
