EXHIBIT 5.1

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


                                                               January 11, 2005


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

                           Re: Alamosa Holdings, Inc.
                               Registration Statement on Form S-4


Ladies and Gentlemen:

      We have acted as special counsel to Alamosa Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the issuance by the Company of
an aggregate of up to 35,791,455 shares of common stock, par value $0.01 per
share (the "Common Stock"), of the Company pursuant to the Agreement and Plan of
Merger, dated as of December 7, 2004 (the "Merger Agreement"), by and among the
Company, A-Co Merger Sub, Inc., a Delaware corporation, and AirGate PCS, Inc., a
Delaware corporation ("AirGate").

      This opinion is being furnished 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 connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Company's
Registration Statement on Form S-4 (File No. 333-121525) as filed with the U.S.
Securities and Exchange Commission (the "Commission") on December 22, 2004, (ii)
Amendment No. 1 to the Registration Statement as filed with the Commission on
the date hereof, (iii) a specimen certificate representing the Common Stock,
(iv) the Amended and Restated Certificate of Incorporation of the Company, as
currently in effect, (v) the Amended and Restated By-Laws of the Company, as
currently in effect, and (vi) certain resolutions adopted by the Board of
Directors of the Company with respect to the Merger Agreement and the issuance
of the shares of Common Stock contemplated thereby. 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 opinion set forth herein.

      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



Alamosa Holdings, Inc.
January 11, 2005
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originals, the conformity to original documents of all documents submitted to us
as certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents. In making our examination of executed
documents, we have assumed that the parties thereto, other than the Company, its
directors and officers, 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. As to any facts material to the opinions expressed herein which we have
not independently established or verified, 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 jurisdiction other than the
corporate laws of the State of Delaware, and we do not express any opinion as to
the effect of any other laws on the opinion stated herein.

      Based upon and subject to the foregoing, and assuming the due execution
and delivery of certificates representing the shares of Common Stock in the form
examined by us, we are of the opinion that the shares of Common Stock to be
issued by the Company pursuant to the Merger Agreement, when issued in
accordance with the terms of the Merger Agreement, will be duly authorized,
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. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this 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 or the
rules and regulations of the Commission.


                                Very truly yours,

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

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