EXHIBIT 5.1

September 24, 2003


Kitty Hawk, Inc.
1515 West 20th Street
DFW International Airport, Texas 75261

Gentlemen:

         We have acted as counsel to Kitty Hawk, Inc., a Delaware corporation
(the "COMPANY"), in connection with the preparation of the Company's
Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") filed with the
Securities and Exchange Commission (the "COMMISSION") on September 24, 2003
under the Securities Act of 1933, as amended. The Registration Statement relates
to the registration of 6,500,000 shares of the Company's common stock, par value
$0.000001 per share ("COMMON STOCK"), authorized for issuance pursuant to the
Kitty Hawk 2003 Long Term Equity Incentive (the "2003 EQUITY INCENTIVE PLAN").

         The opinions expressed herein are limited to the federal laws of the
United States of America, and, to the extent relevant to the opinions expressed
herein, the Delaware General Corporation Law, as currently in effect (the
"DGCL"), applicable provisions of the Constitution of the State of Delaware, as
currently in effect (the "DELAWARE CONSTITUTION"), and judicial decisions
reported as of the date hereof that interpret the DGCL and such applicable
provisions of the Delaware Constitution (collectively, the "DELAWARE LAW").

         In rendering the opinions expressed herein, we have examined and relied
upon the originals, or copies certified to our satisfaction, of (i) the
Registration Statement and all exhibits thereto; (ii) the Company's Second
Amended and Restated Certificate of Incorporation and any amendments to date
certified by the Secretary of State of the State of Delaware; (iii) the
Company's Amended and Restated By-Laws and any amendments to date certified by
the Secretary of the Company; (iv) the 2003 Equity Incentive Plan; (v) the
specimen Common Stock certificate filed as Exhibit 3.4 to the Company's amended
Registration Statement on Form 8-A/A dated March 12, 2003; (vi) the minutes and
records of the corporate proceedings of the Company with respect to adoption of
the 2003 Equity Incentive Plan and related matters; and (vii) such other
records, documents and instruments as we have deemed necessary for the
expression of the opinion stated herein.

          In making the foregoing examinations, we have assumed 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 thereof and the authenticity of the originals
of such latter documents. As to all questions of fact material to these
opinions, where such facts have not been independently established, and as to
the content and form of certain minutes, records, resolutions or






other documents or writings of the Company, we have relied, to the extent we
have deemed reasonably appropriate, upon representations or certificates of
officers of the Company or governmental officials. Finally, we have assumed that
all formalities required by the Company's Second Amended and Restated
Certificate of Incorporation, including any amendments thereto, the Company's
Amended and Restated By-Laws, including any amendments thereto, the Delaware Law
and the 2003 Equity Incentive Plan will be complied with when the shares of
Common Stock are issued pursuant to the terms of the 2003 Equity Incentive Plan.

          Based upon the foregoing and subject to the qualifications stated
herein, assuming that the cash consideration received by the Company in exchange
for the issuance of shares of Common Stock under the 2003 Equity Incentive Plan
equals or exceeds the par value of such shares of Common Stock, we are of the
opinion that the 6,500,000 shares of Common Stock authorized for issuance
pursuant to the 2003 Equity Incentive Plan have been duly authorized for
issuance, and, when so issued in accordance with the terms and conditions of the
2003 Equity Incentive Plan, will be validly issued, fully paid and
nonassessable.

          We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.




                                         Very truly yours,

                                         /s/ HAYNES AND BOONE, LLP

                                         HAYNES AND BOONE, LLP