OPINION OF DEBORAH ACKERMAN

[SOUTHWEST LETTERHEAD]


Exhibit 5.1



May 5, 1995



Southwest Airlines Co.
P. O. Box 36611
Dallas, TX 75235

Dear Sirs:

I have represented Southwest Airlines Co., a Texas corporation (the
"Company") in connection with the proposed offering, issuance and sale of up to
$400,000,000 principal amount of Pass Through Certificates (the "Certificates")
to be issued from time to time under a Pass Through Trust Agreement (the
"Agreement") between the Company and Wilmington Trust Company, as Trustee (the
"Trustee"), such Certificates to bear interest at such rates and to be payable
at such times, to mature at such times and otherwise to have such terms as may
be set forth from time to time in separate Trust Supplements to the Agreement
and as contemplated by the Prospectus included as part of the Registration
Statement on Form S-3 (the "Registration Statement") with respect to the
Certificates which is being filed with the Securities and Exchange Commission
under the Securities Act of 1933 and Rule 415 thereunder.

For the purposes of this opinion, I have examined such corporate
records and other documents and have reviewed such questions of law as I
considered necessary or appropriate for the purposes of this opinion.

Based on such examination and review, I hereby advise you that, in my
opinion, when the Registration Statement has become effective under the
Securities Act of 1933, and all necessary proceedings have been taken by the
Board of Directors or the Executive Committee of such Board of Directors of the
Company in connection with the authorization, issuance and sale of the
Certificates of a particular series and related matters, the execution and
delivery to the Company of the Agreement and each Trust Supplement thereto will
have been duly authorized by the Company. Assuming the due authorization,
execution, issuance, authentication and delivery of the Certificates by the
Trustee in accordance with the terms of the Agreement and assuming (i) the due
authorization, execution and delivery of such Agreement by the Trustee and (ii)
that any equipment notes previously issued by any Owner Trustee pursuant to any
related Indenture have been delivered to the respective Loan Trustees for
cancellation and have been canceled, the Certificates, when issued and sold in
accordance with the terms of the Prospectus related to Certificates which
constitutes part of the Registration Statement and the prospectus supplement or
supplements related to such series of Certificates, will constitute valid and
binding
Southwest Airlines Co.
May _____, 1995
Page 2

obligations of the Trustee entitling the holders thereto the benefits of the
Agreement except as may be limited by (a) applicable bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting enforcement of
creditors' rights generally and (b) general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in equity).

In rendering the foregoing opinion, I have relied on the opinion of
Potter, Anderson & Corroon, special counsel to the Trustee, with respect to all
matters opined to therein and my opinion is subject to all the assumptions
contained in such opinion.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Opinions" in the Prospectus relating to the Certificates forming a part of the
Registration Statement. In giving this consent, I do not thereby admit that I
am within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder.

Sincerely,



/s/ DEBORAH ACKERMAN
Deborah Ackerman