Exhibit 5.1

                           [LETTERHEAD OF ALSTON&BIRD]


                                 March 29, 2002

AirGate PCS, Inc.
Harris Tower, Suite 1700
233 Peachtree Street, N.E.
Atlanta, Georgia 30303

         Re: Form S-8 Registration Statement --
             AirGate PCS, Inc. 2002 Long-Term Incentive Plan

Ladies and Gentlemen:

         We have acted as counsel to AirGate PCS, Inc., a Delaware corporation
(the "Corporation"), in connection with the filing of the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") to register under the
Securities Act of 1933, as amended (the "Securities Act"), 1,500,000 shares (the
"Shares") of the Corporation's common stock, $0.01 par value per share ("Common
Stock"), that may be issued pursuant to the AirGate PCS, Inc. 2002 Long-Term
Incentive Plan (the "Plan"). This opinion letter is rendered pursuant to Item 8
of Form S-8 and Item 601(b)(5) of the Commission's Regulation S-K.

         We have examined the Plan, the Amended and Restated Certificate of
Incorporation of the Corporation, the Amended and Restated Bylaws of the
Corporation, records of proceedings of the Board of Directors of the Corporation
deemed by us to be relevant to this opinion letter, the Registration Statement
and other documents and agreements we deemed necessary for purposes of
expressing the opinion set forth herein. We also have made such further legal
and factual examinations and investigations as we deemed necessary for purposes
of expressing the opinion set forth herein.

         As to certain factual matters relevant to this opinion letter, we have
relied upon certificates and statements of officers of the Corporation and
certificates of public officials. Except to the extent expressly set forth
herein, we have made no independent investigations with regard thereto, and,
accordingly, we do not express any opinion as to matters that might have been
disclosed by independent verification.



         This opinion letter is provided to the Corporation and the Commission
for their use solely in connection with the transactions contemplated by the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon by any other person or for any other purpose without our express
written consent. The only opinion rendered by us consists of those matters set
forth in the sixth paragraph hereof, and no opinion may be implied or inferred
beyond those expressly stated.

         Our opinion set forth below is limited to the General Corporation Law
of the State of Delaware, applicable provisions of the Constitution of the State
of Delaware and reported judicial decisions interpreting such General
Corporation Law and Constitution, and we do not express any opinion herein
concerning any other laws. We express no opinion as to the application of the
securities or blue sky laws of the various states to the issuance or sale of the
Shares or the resale of the Shares.

         Based on the foregoing, it is our opinion that the Shares covered by
the Registration Statement and to be issued pursuant to the Plan, when issued in
accordance with the terms and conditions of the Plan, will be legally and
validly issued, fully paid and nonassessable.

         We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement. In giving such consent, we do not thereby 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 thereunder.



                                                Sincerely,

                                                ALSTON & BIRD LLP

                                                By: /s/ Laura G. Thatcher
                                                   ----------------------------
                                                Laura G. Thatcher, Partner