Exhibit 5.1

 

		Debevoise & Plimpton LLP 66 Hudson Boulevard New York, New York 10001 +1 212 909 6000

June 6, 2024

Spirit Airlines, Inc.

1731 Radiant Drive

Dania Beach, Florida 33004

 

Re:	Registration Statement on Form S-8 of Spirit Airlines, Inc.

Ladies and Gentlemen:

We have acted as counsel to Spirit Airlines, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”), which the Company is filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) for the purpose of registering up to 3,200,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issuable pursuant to the Spirit Airlines, Inc. 2015 Incentive Award Plan (as amended and restated effective March 22, 2021, the “Plan”).

We have examined the originals, or copies certified or otherwise identified to our satisfaction, of the Plan and such other corporate records, documents, certificates or other instruments as in our judgment are necessary or appropriate to enable us to render the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the authenticity of the originals of such latter documentation.

Based on the foregoing, we are of the opinion that, as of the date hereof, the 3,200,000 shares of Common Stock that are reserved for issuance pursuant to the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

We are members of the bar of the State of New York. We express no opinion as to the laws of any jurisdiction other than the laws of the State of Delaware as currently in effect.