Exhibit 8.2

                    Form of Mayer, Brown & Platt Tax Opinion

                      [Letterhead of Mayer, Brown & Platt]

                                     , 2001

iPCS, Inc.
1900 East Golf Road, Suite 900
Schaumburg, Illinois 60173

  Re: Agreement and Plan of Merger, dated as of August 28, 2001 (the "Merger
      Agreement"), by and between AirGate PCS, Inc., a Delaware corporation
      ("AirGate"), and iPCS, Inc., a Delaware corporation ("iPCS").

Dear Ladies and Gentlemen:

   We have acted as special counsel to iPCS in connection with the proposed
merger (the "Merger") of a wholly owned subsidiary of AirGate ("Merger Sub")
with and into iPCS, pursuant to which the holders of iPCS common stock
(including shares of iPCS common stock into which Series A-1 Convertible
Participating Preferred Stock, par value $.01 per share, of iPCS and Series A-2
Convertible Participating Preferred Stock, par value $.01 per share, of iPCS
shall have been converted immediately prior to the Effective Time in accordance
with Section 5(b)(ii) of the respective Certificates of Designations with
respect thereto) will receive shares of AirGate common stock as provided for in
the Merger Agreement. Capitalized terms used but not defined herein shall have
the meaning given to such terms in the Merger Agreement. This opinion is being
delivered in connection with, and as of the date of the declaration of the
effectiveness by the Securities and Exchange Commission of, AirGate's
registration statement on Form S-4 relating to the Merger (the "Registration
Statement") to which this opinion appears as an exhibit.

   You have requested our opinion concerning certain United States federal
income tax consequences of the Merger. In providing this opinion, we have
relied on and assumed the accuracy of (without any independent investigation or
review thereof): (i) the description of the Merger as set forth in the Merger
Agreement, including the representations and covenants of iPCS, AirGate and
Merger Sub; (ii) representations provided by iPCS, AirGate and Merger Sub
concerning certain facts underlying and relating to the Merger; and (iii) such
other instruments and documents related to the formation, organization and
operation of iPCS, AirGate and Merger Sub and related to the consummation of
the Merger as we have deemed necessary or appropriate.

   In addition, we have assumed that: (i) the Merger will be reported by iPCS,
AirGate and Merger Sub on their respective U.S. federal income tax returns in a
manner consistent with the opinion set forth below; (ii) any representation or
statement that is anticipated to be true or that is made "to the best of
knowledge" or is similarly qualified is correct without such qualification;
(iii) as to all matters as to which any person or entity represents that it is
not a party to, does not have, or is not aware of any plan, intention,
understanding or agreement, there is in fact no such plan, intention,
understanding or agreement; and (iv) officers of iPCS, AirGate and Merger Sub
who have signed the representations on behalf of those respective entities are
knowledgeable concerning the matters and are authorized to make all of the
representations set forth therein.

   This opinion is based on current provisions of the Internal Revenue Code of
1986, as amended (the "Code"), the Treasury regulations promulgated thereunder,
and the interpretation of the Code and such regulations by the courts and the
Internal Revenue Service, as they are in effect and exist at the date of this
opinion. It should be noted that statutes, regulations, judicial decisions and
administrative interpretations are subject to change at any time and, in some
circumstances, with retroactive effect. A material change that is made after
the date hereof in any of the foregoing bases for our opinion could adversely
affect our conclusion.

   To the extent this opinion addresses the federal income tax consequences of
the holders of iPCS common stock, this opinion only addresses consequences to
holders who hold their shares as capital assets within the


meaning of Section 1221 of the Code. In addition, the conclusions set forth in
this opinion may not be fully applicable to shareholders subject to special
treatment under U.S. federal income tax law, as listed in the prospectus (the
"Prospectus") contained in the Registration Statement under the caption
"Material U.S. Federal Income Tax Consequences of the Merger."

   Based upon and subject to the foregoing, it is our opinion that, for U.S.
federal income tax purposes, (i) the Merger will be treated as a reorganization
within the meaning of Section 368(a) of the Code; (ii) no gain or loss will be
recognized by AirGate Merger Sub, or iPCS as a result of the Merger; (iii) an
iPCS stockholder will not recognize any gain or loss as a result of receiving
AirGate stock in the Merger; (iv) an iPCS stockholder's aggregate tax basis in
the AirGate stock received in the Merger, including any fractional share
interest for which cash is received, will equal such stockholder's aggregate
tax basis in the iPCS stock held immediately before the Merger; and (v) an iPCS
stockholder's holding period of the shares of AirGate stock received in the
Merger, including any fractional share interest for which cash is received,
will include the period during which the iPCS stockholder held the iPCS stock
surrendered in the Merger.

   We express our opinion herein only to those matters specifically set forth
above and no opinion should be inferred as to the tax consequences of the
Merger under any state, local, or foreign law, or with respect to other areas
of U.S. federal taxation.

   We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Material
U.S. Federal Income Tax Consequences of the Merger" in the Prospectus.

   This opinion may not be used or relied upon by any other person except you
and your shareholders without our prior written consent. This opinion is based
on facts and circumstances existing on the date hereof.

                                          Sincerely,


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