EXHIBIT 5.1
[LETTERHEAD OF FAEGRE & BENSON LLP]
August 25, 2000
Board of Directors
Frontier Airlines, Inc.
12015 East 47th Avenue
Denver, Colorado 80239
RE: Post Effective Amendment No. 1 to Form S-3
Ladies and Gentlemen:
In connection with the Post Effective Amendment No. 1 on Form S-3 (the
"Registration Statement") under the Securities Act relating to the sale of
3,132,329 shares of common stock (the "Shares") of Frontier Airlines Inc., a
Colorado corporation (the "Company"), we have examined the Company's charter
documents and the corporate proceedings taken by the Company in connection with
the issuance and sale of the Shares. Based on this review, we are of the opinion
that:
1. The Company is duly and validly organized and existing and in good standing
under the laws of the State of Colorado.
2. The Shares which may be issued will be, upon issuance, validly issued, and
outstanding and fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events, or
developments which hereafter may be brought to our attention and which may
alter, affect, or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
FAEGRE & BENSON LLP
/s/ FAEGRE & BENSON LLP
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