January 25, 2013
ERA Group Inc.
818 Town & Country Blvd., Suite 200
Houston, Texas 77024
Re: Registration Statement on Form S-8 relating to the issuance of Shares under the ERA Group Inc. 2012 Share Incentive Plan
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the “Registration Statement”) which ERA Group Inc., a Delaware Corporation (the “Company”), proposes to file with the Securities and Exchange Commission (the “Commission”) for the purpose of registering under the Securities Act of 1933, as amended, (the “Act”), up to 4,000,000 shares of the Company's common stock, par value $0.01 per share (the “Shares”), issuable under and pursuant to the ERA Group Inc. 2012 Share Incentive Plan (the “Plan”).
We have examined originals, or copies certified to our satisfaction, of (i) the Registration Statement, (ii) the Plan, (iii) the forms of award agreements relating to awards to receive Shares under the Plan (each an “Agreement”), and (iv) such corporate records of the Company, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company and other documents as we have deemed it necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to various questions of fact material to such opinions we have, when relevant facts were not independently established, relied upon certifications by officers of the Company and other appropriate persons and statements contained in the Registration Statement.
Based upon the foregoing, and having regard to legal considerations which we deem relevant, we are of the opinion that the issuance of the Shares pursuant to the Plan has been duly authorized and, when issued and delivered upon receipt of all amounts that a Plan participant is required to pay to purchase the Shares, which consideration shall constitute lawful consideration under Delaware law, each in accordance with the Plan and any applicable Agreement, the Shares will have been legally and validly issued, fully paid and non-assessable.
The foregoing opinion is based on and limited to the General Corporation Law of the State of Delaware and we render no opinion with respect to the law of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act, or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy LLP