Exhibit 5.1
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May 12, 2020
Spirit Airlines, Inc.
2800 Executive Way
Miramar, FL 33025
Spirit Airlines, Inc.
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on FormS-3 (RegistrationNo. 333-223127) (the “Registration Statement”) and the Prospectus Supplement, dated May 7, 2020 (the “Prospectus Supplement”), to the Prospectus, dated February 21, 2018, of Spirit Airlines, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”), relating to the issuance and sale today by the Company of 20,125,000 shares (the “Shares”) of its voting common stock, par value $0.0001 per share (the “Common Stock”). The Shares are being issued and sold pursuant to the Underwriting Agreement, dated May 7, 2020 (the “Underwriting Agreement”), among the Company and the representatives of the several underwriters listed on Schedule I therein (collectively, the “Underwriters”).
As used herein, the following terms shall have the following meanings:The term “DGCL” means the General Corporation Law of the State of Delaware, as in effect on the date hereof. The term “Securities Act” means the Securities Act of 1933, as amended.
In arriving at the opinions expressed below, we have (a) examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of the Underwriting Agreement, (b) examined and relied on such corporate or other organizational documents and records of the Company and such certificates of public officials, and officers and representatives of the Company and other persons as we have deemed appropriate for the purposes of such opinions, (c) examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Company and other persons delivered to us and the representations and warranties contained in or made pursuant to the Underwriting Agreement and (d) made such investigations of law as we have deemed appropriate as a basis for such opinions. In rendering the opinions expressed below, we have assumed, with your permission, without independent