Exhibit 5.1

                                November 9, 2006

JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New York 11375

Re: Registration No. 333-135545
    Final Prospectus Supplement dated November 7, 2006

Ladies and Gentlemen:

                We are acting as special counsel for JetBlue Airways
Corporation, a Delaware corporation ("JetBlue"), in connection with the offer
and sale by JetBlue of up to $123,546,000 aggregate amount of pass through
certificates (the "Pass Through Certificates") pursuant to a shelf Registration
Statement on Form S-3 (Registration No. 333-135545) (the "Registration
Statement") as filed with the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement includes a prospectus describing the pass through
certificates (the "Pass Through Prospectus").

                Each series of Pass Through Certificates will be issued by a
separate pass through trust under the provisions of a separate pass through
trust agreement between JetBlue and the pass through trustee (the "Pass Through
Trustee"), the form of which will be filed as an exhibit to the Form 8-K of
JetBlue to be filed after the closing of the transactions (each, a "Pass Through
Agreement" and collectively, the "Pass Through Agreements"). We understand that
the Pass Through Certificates will be sold or delivered in a manner set forth in
the Final Prospectus Supplement to the Pass Through Prospectus dated November 7,
2006 (the "Prospectus Supplement").

                In connection with the opinions expressed below, we have
examined originals, or copies identified to our satisfaction, of such
agreements, documents and certificates of governmental officials and corporate
officers as we have deemed necessary or advisable as a basis for such opinions.
We have also examined (i) the Amended and Restated Certificate of Incorporation
of JetBlue, as currently in effect, (ii) the Amended and Restated By-laws of
JetBlue, as currently in effect and (iii) the Pass Through Agreements in the
form to be filed with the SEC. Unless otherwise defined herein, capitalized
terms used herein have the meanings assigned thereto in the Pass Through
Agreements. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity with the originals of all documents submitted to us as
copies. Further, we have assumed that (i) the Prospectus Supplement
supplementing the Pass Through Prospectus will have been prepared and filed with
the SEC describing the Pass Through Certificates, (ii) the Pass Through
Certificates of each series will be issued and sold in compliance with
applicable federal and state securities laws and solely in the manner stated in
the Pass Through Prospectus and the Prospectus Supplement, and (iii) a
definitive purchase, underwriting or similar agreement with respect to the Pass
Through Certificates will have been duly authorized and validly executed and
delivered by JetBlue and the other parties thereto.


         Based on the foregoing, it is our opinion that:

         1. JetBlue is validly existing as a corporation in good standing under
the laws of the State of Delaware.

         2. JetBlue has the full corporate power and authority to execute,
deliver and perform its obligations under the Pass Through Agreements.

         3. With respect to the Pass Through Certificates of each series, when
(a) the execution and delivery of the Pass Through Agreement by JetBlue and the
Pass Through Trustee with respect to such series and the execution,
authentication, issuance and delivery of the Pass Through Certificates of such
series by the Pass Through Trustee shall have been duly authorized by all
necessary corporate action of JetBlue and the Pass Through Trustee, (b) the Pass
Through Agreement with respect to such series shall have been duly executed and
delivered by JetBlue and the Pass Through Trustee, and (c) the Pass Through
Certificates of such series shall have been duly executed, authenticated, issued
and delivered by the Pass Through Trustee and issued, sold and paid for as
contemplated by each of the Registration Statement, the Pass Through Prospectus,
the Prospectus Supplement and the Pass Through Agreement, assuming that the
terms of the Pass Through Certificates of such series and the Pass Through
Agreement, and the issuance and sale of such Pass Through Certificates, are in
compliance with then applicable law, (i) the Pass Through Agreement related to
such series will constitute a valid and binding obligation of JetBlue,
enforceable against JetBlue in accordance with its terms, and (ii) the Pass
Through Certificates of such series will be validly issued and will be entitled
to the benefits of the related Pass Through Agreement.

            4. The statements under the caption "Certain U.S. Federal Income Tax
Consequences" in the Prospectus Supplement, insofar as they constitute
statements of law or legal conclusions, are correct in all material respects as
of the date hereof.

                Insofar as the foregoing opinions relate to the enforceability
of any instrument, such enforceability is subject to (a) applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, rehabilitation, moratorium,
marshaling and other laws affecting the enforcement generally of creditors'
rights and remedies, and (b) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law),
applicable law relating to fiduciary duties, and judicial imposition of an
implied covenant of good faith and fair dealing. No opinion is given herein as
to the availability of specific performance or equitable relief of any kind.

                In giving the foregoing opinion, we do not purport to be experts
on, or to express any opinion herein concerning, any laws other than the laws of
the State of New York, the corporate law of the State of Delaware and the
federal law of the United States of America, in each case as in effect on the
date hereof, except that we express no opinion with respect to (i) the laws,
regulations or ordinances of any county, town or municipality or governmental
subdivision or agency thereof, (ii) state securities or blue sky laws, or (iii)
federal securities laws, including, without limitation, the Securities Act.


                We hereby consent to the filing of this opinion as an exhibit to
the Form 8-K of JetBlue to be filed on November 9, 2006 and to the reference to
us under the caption "Legal Matters" in the Prospectus Supplement. In giving
this consent, we do not 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 thereunder.

                                                        Very truly yours,

                                                        /s/ Holland & Knight LLP