OPINION/CONSENT OF MORRIS JAMES HITCHENS WILLIAMS
Published on October 11, 2001
EXHIBIT 5.3
[MORRIS, JAMES, HITCHENS & WILLIAMS LLP LETTERHEAD]
October 10, 2001
Southwest Airlines Co.
P.O. Box 36611
Dallas, Texas 75235
Re: Southwest Airlines Co. --
Pass Through Certificates, Shelf Registration
Ladies and Gentlemen:
We have acted as special counsel for Wilmington Trust Company,
a Delaware banking corporation ("Wilmington Trust"), in its individual capacity
and as Trustee (the "Trustee"), under a Pass Through Trust Agreement, dated as
of October 10, 2001 (the "Agreement"), between Southwest Airlines Co., a Texas
corporation ("Southwest"), and the Trustee. The Trustee will issue Pass Through
Certificates pursuant to the Agreement in one or more series in an aggregate
principal amount of up to $1,000,000,000 (the "Pass Through Certificates"), to
be registered with the Securities and Exchange Commission under the Securities
Act of 1993, as amended (the "1993 Act"), by a Registration Statement on Form
S-3 to be filed with the Securities and Exchange Commission on or about the date
hereof (the "Registration Statement").
As such counsel, we have participated in the preparation of
the Pass Through Certificates, the Agreement, the discussion in the Prospectus
for the Pass Through Certificates (the "Prospectus") constituting part of the
Registration Statement entitled "Certain Delaware Taxes," and other agreements
and documents relating to the transactions therein contemplated, and we have
examined and relied upon originals, or copies certified or otherwise identified
to our satisfaction, of such documents, corporate records and other instruments
as we have deemed necessary or advisable for the purpose of this opinion.
The opinions set forth herein are based on and limited to the
Federal laws of the United States of America governing the banking and trust
powers of Wilmington Trust and the laws of the State of Delaware. Insofar as the
matters referred to herein relate to the laws of the State of New York, we have
assumed that the laws of the State of New York are in all material respects
identical to the laws of the State of Delaware (as to which we express no
opinion).
Based on the foregoing, we are of the opinion that:
1. The execution, authentication, issuance and delivery by the
Trustee of the Pass Through Certificates and the Agreement have been duly
authorized by the Trustee.
2. With respect to the Pass Through Certificates of each
series, when (a) the Trust Supplement establishing the terms of the Pass Through
Certificates of such series and forming the related Trust shall have been duly
authorized, executed and delivered by Southwest and the Trustee in accordance
with the terms and conditions of the Agreement, and (b) the Pass Through
Certificates of such series shall have been duly executed, authenticated, issued
and delivered by the Trustee and sold as contemplated by each of the
Registration Statement, the Prospectus, the supplement or supplements to the
Prospectus relating to the Pass Through Certificates of such series, the
Agreement and the related Trust Supplement, assuming the due authorization,
execution and delivery of the Agreement by Southwest and the Trustee and that
the terms of the Pass Through Certificates of such series are in compliance with
then applicable law, (i) the Agreement, as supplemented by the Trust Supplement,
will constitute a valid and binding obligation of the Trustee enforceable
against the Trustee in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting enforcement of creditors' rights generally and by general principles
of equity, and (ii) the Pass Through Certificates of such series will be validly
issued and will be entitled to the benefits of the Agreement and the related
Trust Supplement.
3. The discussion in the Prospectus contained in the
Registration Statement entitled "Certain Delaware Taxes," insofar as it relates
to statements of law or legal conclusions in the first two sentences thereof, is
correct in all material respects.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name in the second sentence
of the first paragraph under the caption "Certain Delaware Taxes" in the
Prospectus contained in the Registration Statement. In giving this consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the 1993 Act or the Rules and Regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/ MORRIS, JAMES, HITCHENS & WILLIAMS LLP
MML/pab