EXHIBIT 5.1
August 22, 2000
US Airways Group, Inc.
2345 Crystal Drive
Arlington, Virginia 22227
Re: US Airways Group, Inc.
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as special counsel to US Airways
Group, Inc., a Delaware corporation (the "Company"), in
connection with the registration of an additional 3,000,000
shares of the Company's common stock, par value $1.00 per
share ("Common Stock"), issuable pursuant to the 1996 Stock
Incentive Plan of US Airways Group, Inc. (the "Plan"). As
amended, the Plan provides for the discretionary grant of
shares of common stock subject to restrictions ("Restricted
Stock") and stock options ("Options") with respect to an
aggregate of 8,100,000 shares of Common Stock.
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 "Act").
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement on Form S-8
(File No. 333-62029) as filed with the Securities and
Exchange Commission (the "Commission") on August 21, 1998
under the Act; (ii) the Registration Statement on Form S-8
as filed with the Securities and Exchange Commission (the
"Commission") on the date hereof under the Act (the
"Registration Statement"); (iii) a specimen certificate
representing the Common Stock; (iv) the Restated Certificate
of Incorporation, as amended, of the Company, as presently
in effect; (v) the By-Laws of the Company, as presently in
effect; (vi) the Plan; (vii) certain resolutions of the
Board of Directors of the Company relating to the Plan and
related matters; (viii) certain resolutions of the Human
Resources Committee of the Board of Directors of the Company
relating to the Plan and related matters; (ix) the proxy
statement on Schedule 14A as filed with the Commission on
April 14, 2000 and mailed to the stockholders of the Company
in connection with the 2000 Annual Meeting of Stockholders
relating to, among other things, an amendment of the Plan;
and (x) the Inspector of Election Report relating the
adoption of the amendment to the Plan by the Company's
stockholders at the Annual Meeting of Stockholders held on
May 17, 2000. 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 opinions 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 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
documents executed or to be executed by parties other than
the Company, we have assumed that such parties had or will
have 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. 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. We have
assumed that the certificates representing the Common Stock
will be manually signed by an authorized officer of the
transfer agent and registrar for the Common Stock and
registered by such transfer agent and registrar and will
conform to the specimen thereof examined by us. We have
also assumed that each award agreement setting forth the
terms of each grant of options or other awards under the
Plan will be consistent with the Plan, and will be duly
authorized and validly executed and delivered by the parties
thereto, and that the consideration received by the Company
for the Common Stock delivered pursuant to the Plan will be
in an amount at least equal to the par value of such Common
Stock.
Members of our firm are admitted to the bar in the
State of Delaware, and we do not express any opinion as to
the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of
the opinion that, with respect to the Plan, the shares of
Common Stock have been duly authorized for issuance by the
Company and, when such Restricted Stock is issued, or Common
Stock is issued upon exercise of Options granted, under the
terms and conditions of the Plan, such shares of Common
Stock will be 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. 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 Act or the rules
and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom
LLP
