


                                   Exhibit 5.1

                          Opinion of Alston & Bird LLP


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                                 Alston&Bird LLP
                               One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

                                  404-881-7000
                        Fax: 404-881-7777  Telex: 54-2996

                                February 27, 2001

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

     Re:     Form  S-8  Registration  Statement  --
             AirGate  PCS,  Inc.  2001  Employee  Stock  Purchase  Plan
             AirGate  PCS,  Inc.  2001  Non-Executive  Stock  Option  Plan

Ladies  and  Gentlemen:

     We  have acted as counsel to AirGate PCS, Inc., a Delaware corporation (the
"Corporation"),  in  connection  with  the  filing  of  the  above-referenced
Registration  Statement  on  Form  S-8  (the  "Registration Statement") with the
Securities  and  Exchange  Commission  (the  "Commission") to register under the
Securities Act of 1933, as amended (the "Securities Act"), 350,000 shares of the
Corporation's common stock, $0.01 par value per share ("Common Stock"), that may
be  issued  pursuant  to the AirGate PCS, Inc. 2001 Employee Stock Purchase Plan
and  the  AirGate  PCS, Inc. 2001 Non-Executive Stock Option Plan (the "Plans").
This  opinion  letter  is  rendered  pursuant  to  Item  8  of Form S-8 and Item
601(b)(5)  of  the  Commission's  Regulation  S-K.

     We  have  examined  the  Plans,  the  Amended  and  Restated Certificate of
Incorporation  of  the  Corporation,  the  Amended  and  Restated  Bylaws of the
Corporation, records of proceedings of the Board of Directors of the Corporation
deemed  by  us to be relevant to this opinion letter, the Registration Statement
and  other  documents  and  agreements  we  deemed  necessary  for  purposes  of
expressing  the  opinion set forth herein.  We also have made such further legal
and  factual examinations and investigations as we deemed necessary for purposes
of  expressing  the  opinion  set  forth  herein.
     As  to  certain  factual  matters  relevant to this opinion letter, we have
relied  upon  certificates  and  statements  of  officers of the Corporation and
certificates  of  public  officials.  Except  to  the extent expressly set forth
herein,  we  have  made  no independent investigations with regard thereto, and,
accordingly,  we  do  not express any opinion as to matters that might have been
disclosed  by  independent  verification.

     This  opinion  letter is provided to the Corporation and the Commission for
their  use  solely  in  connection  with  the  transactions  contemplated by the
Registration  Statement  and  may  not  be used, circulated, quoted or otherwise
relied  upon  by  any  other person or for any other purpose without our express
written  consent.  The only opinion rendered by us consists of those matters set
forth  in  the sixth paragraph hereof, and no opinion may be implied or inferred
beyond  those  expressly  stated.

     Our  opinion  set  forth below is limited to the General Corporation Law of
the State of Delaware, applicable provisions of the Constitution of the State of
Delaware  and  reported judicial decisions interpreting such General Corporation
Law  and  Constitution,  and we do not express any opinion herein concerning any
other  laws.

     Based on the foregoing, it is our opinion that the 350,000 shares of Common
Stock  covered  by  the  Registration Statement and to be issued pursuant to the
Plans,  when  issued  in  accordance with the terms and conditions of the Plans,
will  be  legally  and  validly  issued,  fully  paid  and  nonassessable.

     We  consent  to  the  filing  of  this  opinion letter as an exhibit to the
Registration  Statement  and  to  the  use of our name wherever appearing in the
Registration Statement.  In giving such consent, we do not thereby admit that we
are  within the category of persons whose consent is required under Section 7 of
the  Securities  Act  or the rules and regulations of the Commission thereunder.

                              Sincerely,

                              ALSTON  &  BIRD  LLP


                              By:  /s/  Laura  G.  Thatcher
                                   ------------------------
                                   Laura  G.  Thatcher,  Partner

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