Exhibit 5.1

                        [LETTERHEAD OF WINSTON & STRAWN]

                                November 13, 2001

AirGate PCS, Inc.
233 Peachtree Street
Suite 1700
Atlanta, Georgia 30303

     Re:  AirGate PCS, Inc. Registration Statement on Form S-3 Regarding 714,236
          Shares of Common Stock and 300,000 Warrants to Purchase Common Stock
          ----------------------------------------------------------------------

Dear Sir or Madam:

     We have acted as special counsel to AirGate PCS, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3, filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to (i) 714,236 shares of common stock,
$0.01 par value per share, of the Company (the "Common Stock"), issuable by the
Company upon exercise of warrants to purchase Common Stock, (ii) 300,000
warrants to purchase Common Stock (the "Unit Warrants") which the selling
warrantholders (as defined in the Registration Statement) may resell and (iii)
the 475,442 shares of Common Stock (the "Resale Common Stock") issuable upon
exercise of the Unit Warrants which the selling warrantholders may resell, as
set forth in the final prospectus that forms a part of the Registration
Statement, as defined below (the "Prospectus"), and as may be set forth in one
or more supplements to the Prospectus (each, a "Prospectus Supplement"). As used
in this opinion letter, the term "Registration Statement" means, unless
otherwise stated, such Registration Statement, as amended when declared
effective by the Commission (including any necessary post-effective amendments
thereto).

     This opinion letter is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

     In connection with this opinion letter, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of:

          (i) the Registration Statement, in the form filed with the Commission
     and as amended through the date hereof;




          (ii) the Certificate of Incorporation of the Company, as currently in
     effect;

          (iii) the By-laws of the Company, as currently in effect;

          (iv) the form of resolutions of the board of directors of the Company
     relating to the filing of the Registration Statement (the "Resolutions");

          (v) records of proceedings of the board of directors of the Company
     deemed by us relevant to the Merger Agreement (as defined below) and to the
     issuance of the AirGate Warrants (as defined below);

          (vi) the Warrant Agreement dated September 30, 1999 (the "AirGate
     Warrant Agreement") between the Company and Bankers Trust Company, as
     Warrant Agent, pursuant to which the Company issued warrants (the "AirGate
     Warrants") to purchase 644,400 shares of Common Stock;

          (vii) the Warrant Agreement dated as of July 12, 2000 (the "Unit
     Warrant Agreement") between iPCS, Inc., a Delaware corporation ("iPCS"),
     and ChaseMellon Shareholder Services, L.L.C., as Warrant Agent, pursuant to
     which iPCS issued the Unit Warrants;

          (viii) the Warrant for the Purchase of Common Stock of iPCS, Inc.
     dated July 12, 2000 (the "Sprint Warrant Agreement") between iPCS and
     Sprint Spectrum L.P., a Delaware limited partnership, pursuant to which
     iPCS issued a warrant (the "Sprint Warrant") to purchase 1,151,938 shares
     of common stock of iPCS; and

          (ix) the Merger Agreement dated August 28, 2001 (the "Merger
     Agreement") between the Company and iPCS, Inc. pursuant to which the
     Company has agreed to acquire iPCS through a merger (the "Merger") of a
     wholly owned subsidiary of the Company and iPCS and pursuant to which the
     Company will assume all of iPCS' liabilities and obligations under the Unit
     Warrants and the Sprint Warrant.

We also have examined such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion letter, we have relied without independent verification
upon oral or written statements and representations of officers and other
representatives of the Company and iPCS. In particular, (i) with respect to the
$150 million units offering by the Company on September 30, 1999, we have relied
upon a statement of an officer of the Company that, to that officer's

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knowledge, the consideration received was adequate and that the full amount of
the consideration has been received; (ii) with respect to the units issued by
iPCS on July 12, 2000 in connection with its 14% senior discount notes offering
and the Sprint Warrant issued by iPCS, we have relied upon a statement of an
officer of iPCS that, to that officer's knowledge, the consideration received
for the units and Sprint Warrants was adequate and that the full amount of the
consideration has been paid.

          Based upon and subject to the foregoing, we are of the opinion that,
as of the date hereof:

          1. The shares of Common Stock issuable upon exercise of the AirGate
Warrants, when issued and delivered in accordance with the terms of the AirGate
Warrant Agreement against payment of the exercise price as provided in the
AirGate Warrant Agreement, will be validly issued, fully paid and nonassessable.

          2. Upon the assumption by the Company of iPCS' liabilities and
obligations under the Unit Warrants, which assumption will occur at the
Effective Time (as defined in the Merger Agreement) of the Merger, the Unit
Warrants will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as (x) such
enforcement may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (y) rights of acceleration and the availability
of equitable remedies may be limited by equitable principles of general
applicability, regardless of whether enforcement is sought in a proceeding at
law or in equity.

          3. Upon the assumption by the Company of iPCS' liabilities and
obligations under the Unit Warrants, which assumption will occur at the
Effective Time of the Merger, the shares of Common Stock issuable upon exercise
of the Unit Warrants, when issued and delivered in accordance with the terms of
the Unit Warrant Agreement against payment of the exercise price as provided in
the Unit Warrant Agreement, as such exercise price will be adjusted at the
Effective Time pursuant to the terms of theUnit Warrant Agreement and the Merger
Agreement, will be validly issued, fully paid and nonassessable

          4. Upon the assumption by the Company of iPCS' liabilities and
obligations under the Sprint Warrant, which assumption will occur at the
Effective Time of the Merger, the shares of Common Stock issuable upon exercise
of the Sprint Warrant, when issued and delivered in accordance with the terms of
the Sprint Warrant Agreement against payment of the exercise price as provided
in the Sprint Warrant Agreement, as such exercise price will be adjusted at the
Effective Time pursuant to the terms of the Sprint Warrant Agreement and the
Merger Agreement, will be validly issued, fully paid and nonassessable.

          The foregoing opinions are limited to the laws of the United States
and the General Corporation Law of the State of Delaware. We express no opinion
as to the application

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of the securities or blue sky laws of the various states to the issuance or sale
of Common Stock referred to herein or the resale of the Unit Warrants.

          We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to all references to our firm included in or
made a part of the Registration Statement. In giving such consent, we do not
concede that we are "experts" within the meaning of the Securities Act or the
rules and regulations thereunder or that this consent is required by Section 7
of the Securities Act.

                                          Very truly yours,

                                          /s/  Winston & Strawn


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