TAX OPINION OF VINSON & ELKINS LLP
Published on October 30, 2002
EXHIBIT 8
[VINSON & ELKINS L.L.P. LETTERHEAD]
October 30, 2002
Southwest Airlines Co.
2702 Love Field Drive
Post Office Box 16611
Dallas, Texas 75235-1611
Gentlemen:
You have requested our opinion as to the discussion of the material
federal income tax consequences of the purchase, ownership and disposition of
the Pass Through Certificates offered for sale pursuant to the prospectus
related to the Certificates forming a part of the Company's Registration
Statement on Form S-3 filed with the Securities and Exchange Commission (the
"Prospectus").
We have reviewed the discussion set forth in the Prospectus under the
heading "Certain United States Federal Income Tax Consequences," and in our
opinion the discussion and the legal conclusions set forth therein are accurate
and complete in all material respects.
Our opinion is based and conditioned upon the initial and continuing
accuracy of the facts and assumptions set forth in the Prospectus. Our opinion
is also based upon existing provisions of the Internal Revenue Code of 1986, as
amended, regulations promulgated or proposed thereunder and interpretations
thereof by the Internal Revenue Service and the courts, all of which are subject
to change with prospective or retroactive effect, and our opinion could be
adversely affected or rendered obsolete by any such change.
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the references to Vinson & Elkins L.L.P. under
the heading "Certain United States Federal Income Tax Consequences" in the
Prospectus. In giving this consent, we do not thereby admit that we are within
the category of the persons whose consent is required under Section 7 of the
Securities Act of 1933 Act and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
VINSON & ELKINS L.L.P.