EXHIBIT 5.1 OPINION OF VINSON & ELKINS L.L.P.
Published on December 14, 2006
EXHIBIT
5.1
[VINSON
& ELKINS L.L.P. LETTERHEAD]
Southwest
Airlines Co.
2702
Love
Field Drive
Dallas,
Texas
Ladies
and Gentlemen:
We
have
acted as counsel for Southwest Airlines Co., a Texas corporation (the
“Company”),
with
respect to certain legal matters in connection with the registration by the
Company under the Securities Act of 1933 (the “Securities
Act”)
of the
offer and sale by the Company from time to time pursuant to Rule 415 under
the
Securities Act of certain of its debt securities, including $300,000,000
aggregate principal amount of 5 3/4% Notes Due 2016 (the “Securities”).
The
Securities were offered and sold on the date hereof pursuant to a prospectus
supplement, dated December 11, 2006 and filed with the Securities and Exchange
Commission (the “Commission”)
pursuant to Rule 424(b)5) under the Securities Act on December 12, 2006, to
a
base prospectus dated November 7, 2002 (such prospectus, as amended and
supplemented by the prospectus supplement, the “Prospectus”)
included in a Registration Statement on Form S-3 (Registration No. 333-100861)
filed with the Commission on October 30, 2002 (the “Registration
Statement”).
We
have
examined originals or copies, certified or otherwise identified to our
satisfaction, of (i) the articles of incorporation and bylaws of the Company,
each as amended to the date hereof; (ii) resolutions adopted by the Board of
Directors of the Company and the Pricing Committee thereof; (iii) the
Prospectus; (iv) the Indenture, dated as of September 17, 2004, between the
Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”);
and
(v) such other certificates, instruments and other documents as we considered
appropriate for purposes of the opinions hereafter expressed. In addition,
we
reviewed such questions of law as we considered appropriate.
As
to any
facts material to the opinions contained herein and not established by us,
we
have relied, to the extent that we deem such reliance proper, upon certificates
of public officials or officers of the Company.
In
connection with rendering the opinions set forth below, we have assumed: (i)
all
signatures on all documents examined by us are genuine; (ii) all documents
submitted to us as originals are authentic, and all documents submitted to
us as
copies conform to the originals of those documents; (iii) each natural person
signing any document reviewed by us had the legal capacity to do so; (iv) each
person signing in a representative capacity (other than on behalf of the
Company) any document reviewed by us had authority to sign in such capacity;
(v)
all Securities were issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Prospectus; and (vi)
the
Indenture was duly authorized, executed and delivered by the
Trustee.
Based
on
the foregoing, and subject to the assumptions, qualifications, limitations
and
exceptions set forth herein, we are of the opinion that the Securities have
been
duly authorized, executed and issued by the Company and, assuming that the
Securities have been duly authenticated by the Trustee, they constitute valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms.
The
foregoing opinion is qualified to the extent that the enforceability of any
document, instrument or security may be limited by or subject to bankruptcy,
insolvency, fraudulent transfer or conveyance, reorganization, moratorium or
other similar laws relating to or affecting creditors’ rights generally, and
general equitable or public policy principles.
We
express no opinions concerning (i) the validity or enforceability of any
provisions contained in the Indenture that purport to waive or not give effect
to rights to notices, defenses, subrogation or other rights or benefits that
cannot be effectively waived under applicable law or (ii) the enforceability
of
indemnification provisions to the extent they purport to relate to liabilities
resulting from or based upon negligence.
The
foregoing opinions are limited in all respects to the laws of the State of
Texas
and the federal laws of the United States of America, and we do not express
any
opinions as to the laws of any other jurisdiction.
We
hereby
consent to the filing of this opinion as an exhibit to the Company’s Current
Report on Form 8-K. By giving such consent, we do not admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission issued
thereunder.
Very
truly yours,
/s/
Vinson & Elkins L.L.P.
Vinson
& Elkins L.L.P.