Exhibit 5.1

[LETTERHEAD OF WINSTON & STRAWN]

December 13, 2001

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

Ladies and Gentlemen:

   We have acted as special counsel for AirGate PCS, Inc., a Delaware
corporation (the "Company"), in connection with the Form S-8 Registration
Statement (the "Registration Statement") relating to the registration of
1,107,409 shares (the "Shares") of the Company's common stock, par value $0.01
per share ("Common Stock"), issuable pursuant to the terms and in the manner
set forth in the AirGate PCS, Inc. Amended and Restated 2000 Long Term
Incentive Plan (the "Plan").

   This opinion letter is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as
amended (the "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, to be filed with the
Securities and Exchange Commission (the "Commission") under the Act; (ii) the
Restated Certificate of Incorporation of the Company, as currently in effect;
(iii) the Restated Bylaws of the Company, as currently in effect; (iv) the
Plan; and (v) resolutions of the Board of Directors of the Company relating to,
among other things, the approval of the Plan, the reservation for issuance of
the Shares of Common Stock under the Plan and the filing of the Registration
Statement. We have also 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 certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to this opinion
letter that we did not independently establish or verify, we have relied upon
oral or written statements and representations of officers and other
representatives of the Company and others.

   Based upon and subject to the foregoing, we are of the opinion that the
Shares of Common Stock have been duly authorized by the requisite corporate
action on the part of the Company and, when issued pursuant to the terms and in
the manner set forth in the Plan, 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, including the applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting these 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.

   We hereby consent to the filing of this opinion letter with the Commission
as an exhibit to the Registration Statement. In giving such consent, we do not
concede that we are experts within the meaning of the Act or the rules and
regulations thereunder or that this consent is required by Section 7 of the Act.

                                          Very truly yours,

                                          /S/ WINSTON & STRAWN

                                          Winston & Strawn