Opinion of Executive Vice President, Chief Legal and Regulatory Officer
1. Southwest has been duly incorporated and is an existing corporation in good standing under the laws of the State of Texas, with corporate power to own, lease, and operate its properties and conduct its business as described in the Prospectus; Southwest is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in the United States in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified, individually or in the aggregate, would not have a Material Adverse Effect.
2. To my knowledge, there is no action, suit, or proceeding before or by any governmental agency or body or court, domestic or foreign, now pending against Southwest or any of its subsidiaries or any of their respective properties that (i) is required to be disclosed in the Registration Statement and is not so disclosed or (ii) that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of Southwest to perform its obligations under any of the Operative Agreements.
3. Southwest is a citizen of the United States within the meaning of Section 40102(a)(15)(C) of Title 49, U.S.C. and is the holder of an air carrier operating certificate issued by the Federal Aviation Administration pursuant to Section 44705 of Title 49, U.S.C. for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo.
4. The execution, delivery, and performance by Southwest of the Operative Agreements, and the consummation by Southwest of the transactions contemplated by such documents, will not result in any violation of the provisions of the articles of incorporation, bylaws, certificate of formation, or operative agreement of Southwest or any of its subsidiaries, as applicable, or to my knowledge, any applicable law, administrative regulation, or any order or decree of any court, arbitrator, or governmental agency that is binding upon Southwest or its subsidiaries, or their respective properties, nor does any such action, to my knowledge, constitute a breach of, or default under, or (except as contemplated therein) result in the creation or imposition of any lien, charge, or encumbrance upon any assets of Southwest or any of its subsidiaries pursuant to, any material contract, indenture, mortgage, loan agreement, note, lease, or other instrument to which Southwest or any of its subsidiaries is a party or by which such entity is bound or to which any of the assets of Southwest or its subsidiaries is subject.
5. To my knowledge, except as disclosed in the Registration Statement, the Base Prospectus, and the Prospectus, there is no event of default under any material agreement or instrument under which indebtedness of Southwest is outstanding or by which it is bound or any of its properties is subject.
6. In the course of the preparation of the Registration Statement and the Prospectus, I have participated in conferences with officers and certain representatives of Southwest, members of my legal staff, representatives of the registered public accountants for Southwest, and representatives of the Underwriters, at which the contents of the Registration Statement and the Prospectus and related matters were discussed, and although I have not independently verified, am