
                                                       EXHIBIT  5.1

                        [LETTERHEAD OF ALSTON & BIRD LLP]

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

Ladies  and  Gentlemen:

Re:     Registration  Statement  on  Form  S-3


Ladies  and  Gentlemen:

     We  have acted as counsel to AirGate PCS, Inc., a Delaware corporation (the
"Company"),  in  connection with the filing of the above-referenced Registration
Statement  (the  "Registration  Statement")  with  the  Securities  and Exchange
Commission  (the  "Commission") to register under the Securities Act of 1933, as
amended (the "Securities Act"), 88,826 shares of the Company's Common Stock, par
value  $.01  per share (the "Shares "), to be issued by the Company from time to
time  upon  exercise of certain warrants (the "Warrants") which were sold by the
Company  in its $150 million units offering on September 30, 1999.  This opinion
letter  is  rendered  pursuant  to  Item  16  of  Form S-3 and Item 601(b)(5) of
Regulation  S-K.

     We  have  examined the Amended and Restated Certificate of Incorporation of
the  Company,  the  Amended  and  Restated  By-Laws  of  the Company, records of
proceedings of the Board of Directors of the Company deemed by us to be relevant
to  this  opinion letter, the Warrant Agreement (the "Warrant Agreement"), dated
September  30,  1999,  between the Company and Bankers Trust Company, as Warrant
Agent,  the  Registration Statement and other agreements and documents we deemed
necessary  for  the purpose 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  Company  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. In particular, with respect to the
units issued on September 30, 1999, we have relied upon a statement of an
officer of the Company that, to that officer's knowledge, the consideration
received was adequate and that the full amount of the consideration has been
received.

     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.

     This opinion letter is provided to the Company and the Commission for their
use  solely  in  connection  with  the transactions contemplated by 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.

     Based  on the foregoing, it is our opinion that the Shares, when issued and
delivered  in  accordance  with  the  terms  of  the  Warrant  Agreement and the
Warrants,  will  be  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 under the heading "Legal
Matters" in the Prospectus constituting a part thereof.  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.


                         ALSTON  &  BIRD  LLP



                         By:     /S/  PAUL  J.  NOZICK
                                 ---------------------
                         Paul  J.  Nozick,  a  Partner

