Exhibit 5.1

            [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]


                                                           August 11, 2004

Alamosa Holdings, Inc.
5225 S. Loop 289
Lubbock, Texas 79424

                  Re: Alamosa Holdings, Inc. Registration Statement on Form S-8
                      ---------------------------------------------------------

Ladies and Gentlemen:

         We have acted as special counsel for Alamosa Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the proposed issuance by the
Company of up to an additional 200,000 shares (the "Shares") of common stock,
par value $0.01 per share (the "Common Stock"), initially issuable pursuant to
the Company's Second Amended and Restated Employee Stock Purchase Plan (the
"ESPP").

         This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").

         In rendering the opinion set forth herein, we have examined and relied
on originals or copies of the following: (i) the Company's Registration
Statement on Form S-8 filed with the U.S. Securities and Exchange Commission
(the "Commission") on the date hereof under the Securities Act (the
"Registration Statement"); (ii) the Amended and Restated Certificate of
Incorporation of the Company, as certified by the Secretary of State of the
State of Delaware; (iii) the Amended and Restated By-Laws of the Company,
certified by the Secretary of the Company as currently in effect; (iv) a
specimen certificate representing the Common Stock; (v) resolutions of the Board
of Directors of the Company, adopted February 12, 2001 and April 16, 2004; (vi)
resolutions of the Company's stockholders, adopted June 2, 2004, as certified by
the Inspector of Elections of the Company's 2004 Annual Meeting of Stockholders;
(vii) the ESPP; (viii) a form of subscription agreement to be entered into
between the Company and each of the employees receiving any of the Shares under
the ESPP (the "Form of Subscription Agreement"); (ix) the Rights Agreement,
dated as of February 14, 2001, by and between the Company and Mellon Investor
Services LLC, as rights agent (the "Rights Agreement"); and (x) the Company's
Registration Statement on Form S-8 (File No. 333-56430) filed with the
Commission on March 2, 2001. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates and records, 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 facsimile, electronic, certified or photostatic
copies, and the authenticity of the originals of such copies. In making our
examination of executed documents, we have assumed that the parties thereto had
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents
and the validity and binding effect thereof on such parties. We have







further assumed that each agreement that will be entered into between the
Company and each of the employees, directors and consultants receiving options
under the ESPP will conform to the Form of Subscription Agreement and will be
duly authorized and validly executed and delivered by the parties thereto. As to
any facts material to the opinions expressed herein which we did not
independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and others.

         Members of our firm are admitted to the Bar in the State of New York,
and we do not express any opinion as to the laws of any other jurisdiction other
than the General Corporation Law of the State of Delaware.

         Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that the issuance of the Shares (including the Preferred Share Purchase
Rights attached thereto pursuant to the terms of the Rights Agreement) has been
duly authorized by the Company, and when (a) certificates representing the
Shares in the form of the specimen certificate examined by us have been
countersigned by an authorized officer of the transfer agent and registrar of
the Common Stock (the "Transfer Agent"), (b) the Shares have been registered by
the Transfer Agent on the stock record books of the Company, and (c) the Shares
have been issued and delivered by the Company, and the entire amount of the
consideration therefor has been received in full by the Company, in each case in
accordance with the terms of the ESPP and the applicable award agreement, the
Shares will be validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving such consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act.

                               Very truly yours,

                               /s/ Skadden, Arps, Slate, Meagher & Flom LLP


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