Exhibit (5)   

	FOLEY & LARDNER
	777 EAST WISCONSIN AVENUE, SUITE 3800 MILWAUKEE, WISCONSIN 53202-5306 414.271.2400  TEL 414.297.4900  FAX www.foley.com
December 3, 2003	CLIENT/MATTER NUMBER 052152-0263

Midwest Express Holdings, Inc.
6744 South Howell Avenue
Oak Creek, Wisconsin 53154-1402

Ladies and Gentlemen:

        We have acted as counsel for Midwest Express Holdings, Inc., a Wisconsin corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-1 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the sale from time to time by the selling shareholders named in the Registration Statement (the “Selling Shareholders”) of up to 1,882,353 shares of the Company’s common stock, $.01 par value (the “Common Stock”), in the manner set forth in the Prospectus. Each share of Common Stock will be accompanied by a Preferred Share Purchase Right (collectively, the “Rights”). The terms of the Rights are as set forth in that certain Rights Agreement, dated as of February 14, 1996, as amended, by and between the Company and American Stock Transfer & Trust Company, as successor to U.S. Bank, N.A. and Firstar Trust Company (the “Rights Agreement”).

        In connection with our representation, we have examined: (i) the Registration Statement, including the Prospectus; (ii) the Company’s Restated Articles of Incorporation and By-laws, as amended to date; (iii) the Rights Agreement; (iv) certified resolutions of the Company’s Board of Directors authorizing the issuance of the shares of Common Stock subject to the Registration Statement, together with certain related matters; and (v) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. In all such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have, among other things, relied upon certificates of public officials and, as to various factual matters, certificates of officers of the Company.

        Based upon the foregoing, we are of the opinion that:

        1    The shares of Common Stock covered by the Registration Statement that are to be offered and sold from time to time by the Selling Shareholders have been duly authorized and validly issued and are fully paid and nonassessable, except with respect to wage claims of, or other debts owing to, employees of the Company for services performed, but not exceeding six months’ service in any one case, as provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law.

BRUSSELS
CHICAGO
DENVER
         DETROIT
JACKSONVILLE
LOS ANGELES
MADISON MILWAUKEE
ORLANDO
SACRAMENTO
           SAN DIEGO
SAN DIEGO/DEL MAR
SAN FRANCISCO
TALLAHASSEE TAMPA
WASHINGTON, D.C.
WEST PALM BEACH

Midwest Express Holdings, Inc.
December 3, 2003
Page 2

        2.    The Rights have been validly issued in accordance with the Rights Agreement.

        We consent to the use of this opinion as an exhibit to the Registration Statement and the references to our firm therein. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner

FOLEY & LARDNER