OPINION/CONSENT-MORRIS JAMES HITCHENS & WILLIAMS
Published on October 30, 2002
EXHIBIT 5.3
[MORRIS, JAMES, HITCHENS & WILLIAMS LLP LETTERHEAD]
October 30, 2002
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 Wells Fargo Delaware
Trust Company, a Delaware banking corporation (the " Trust Company"), in its
individual capacity and as Trustee (the "Trustee"), under a Pass Through Trust
Agreement (the "Agreement"), to be entered into 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
forms of each of the Pass Through Certificates and the Agreement, 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 the Trust Company and the laws of the State of Delaware.
Based on the foregoing, we are of the opinion that, with
respect to the Pass Through Certificates of each series, when (a) the Agreement
and 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 for the Pass Through Certificates (the "Prospectus") constituting
part of the Registration Statement, 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, that the
terms of the Pass Through Certificates of such series are in compliance with
then applicable law, that the executed Agreement and Pass Through Certificates
are materially identical, in all respects relevant to the opinions expressed
herein, to the forms thereof examined by us and that the then applicable law is
materially identical, in all respects relevant to the opinions expressed herein,
to such laws as in effect on the date hereof, (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.
We hereby consent to the filing of this opinion as an exhibit
to 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