EXHIBIT 5.1
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              [LETTERHEAD OF PAUL WEISS RIFKIND WHARTON & GARRISON]



                                        September 13, 2002




Hawaiian Holdings, Inc.
3375 Koapaka Street, Suite G-350
Honolulu, Hawaii 96810


                             HAWAIIAN HOLDINGS, INC.
               POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION
                     STATEMENT ON FORM S-8 IN RESPECT OF THE
                   HAWAIIAN HOLDINGS, INC. 401(K) SAVINGS PLAN
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Ladies and Gentlemen:

                  We have acted as special counsel to Hawaiian Holdings, Inc., a
Delaware corporation (the "Company"), in connection with the transactions
described in the above-captioned Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (File No. 333-09671)



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(the "Registration Statement") filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
and the rules and regulations under the Act (the "Rules"). This opinion is being
furnished at the request of the Company regarding the legality of 780,494 shares
of the Company's common stock, par value $0.01 per share (the "Shares"),
registered for sale under the Registration Statement pursuant to the Hawaiian
Holdings, Inc. 401(k) Savings Plan (the "Plan").

                  In connection with the furnishing of this opinion, we have
examined originals, or copies certified or otherwise identified to our
satisfaction, of the following documents:

                  1.       the Registration Statement; and

                  2.       the Plan.

                  In addition, we have examined: (i) such corporate records of
the Company as we have considered appropriate, including a copy of the
certificate of incorporation, as amended, and by-laws of the Company as
certified by the Company, and copies of resolutions of the board of directors of
the Company relating to the issuance of the Shares, certified by the Company and
(ii) such other certificates, agreements, court orders and documents as we
deemed relevant and necessary as a basis for the opinions expressed below.

                  In our examination of the documents referred to above, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the documents
reviewed by us, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
certified, photostatic, reproduced or conformed copies



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of valid existing agreements or other documents, the authenticity of the latter
documents and that statements regarding matters of fact in the certificates,
records, agreements, instruments, and documents that we have examined are
accurate and complete.

                  Based upon the foregoing, and subject to the assumptions,
exceptions and qualifications set forth in this letter, we are of the opinion
that the Shares have been duly authorized by all necessary corporate action on
this part of the Company and that such Shares, when issued and delivered by the
Company and paid for in accordance with the terms and provisions of the Plan,
will be validly issued, fully paid and non-assessable.

                  Our opinion expressed above is limited to the General
Corporation Law of the State of Delaware. Our opinion is rendered only with
respect to the General Corporation Law of the State of Delaware, and the rules,
regulations and orders under that law. Please be advised that no member of this
firm is admitted to practice in the State of Delaware. This letter is furnished
by us for your benefit in connection with the Registration Statement and may not
be circulated to any other person without our prior written consent.

                  We consent to the filing of this letter as an exhibit to the
Registration Statement. In giving this consent, we do not agree or admit that we
come within the category of persons whose consent is required by the Act or the
Rules.


                                        Very truly yours,

                           /s/ Paul, Weiss, Rifkind, Wharton & Garrison
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                           PAUL, WEISS, RIFKIND, WHARTON & GARRISON