Alaska Air Group, Inc. – ‘S-1’ on 7/18/03 – EX-8.1

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Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   1.81M 
 2: EX-5.1      Opinion re: Legality                                   2     11K 
 3: EX-8.1      Opinion re: Tax Matters                                2     11K 
 4: EX-12.1     Statement re: Computation of Ratios                    1      8K 
 5: EX-23.1     Consent of Experts or Counsel                          1      5K 
 6: EX-25.1     Statement re: Eligibility of Trustee                   5     18K 
 7: EX-99.1     Miscellaneous Exhibit                               HTML     27K 

EX-8.1   —   Opinion re: Tax Matters

EX-8.1
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                                                                     EXHIBIT 8.1

[O'MELVENY & MYERS LLP LETTERHEAD]

July 18, 2003                                                                   

Alaska Air Group, Inc.                                                          
19300 Pacific Highway South                                                     
Seattle, Washington 98188                                                       

RE:   CERTAIN U.S. INCOME TAX MATTERS AS TO THE SECURITIES TO BE    
REGISTERED UNDER REGISTRATION STATEMENT ON FORM S-1     

Ladies and Gentlemen:                                                           

    We have acted as special tax counsel to Alaska Air Group, Inc., Delaware
corporation (the "Company"), in connection with the preparation of a            
Registration Statement on Form S-1 (the "Registration Statement") and its filing
by the Company with the Securities and Exchange Commission (the "Commission")   
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
the registration of the $150,000,000 aggregate principal amount of the Company's
Senior Convertible Notes Due March 21, 2023 (the "Notes").                      

     In connection with this opinion, we have examined and relied on originals
or copies, certified or otherwise identified to our satisfaction, of (i) the    
Registration Statement, (ii) the Prospectus which is part of the Registration   
Statement, (iii) the Purchase Agreement, dated March 21, 2003, by and between   
Merrill Lynch & Co., Merill Lynch , Pierce, Fenner & Smith Incorporated and each
of the other Initial Purchasers named in Schedule I thereto, as the initial     
purchasers, and the Company (the "Purchase Agreement"), and (iv) such other     
documents, certificates, and records as we have deemed necessary or appropriate 
as a basis for the representations made to us by representatives of the Company.
For purposes of this opinion, we have assumed the validity and accuracy of the  
documents, certificates, records, statements, and representations referred to   
above                                                                           

 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 letter documents. In making our           
examination of documents executed, or to be executed, by the parties indicated  
therein, we have assumed that each party has, or will have, the power, corporate
or other, to enter into and perform all obligations thereunder and we have also 
assumed the due authorization by all requisite action, corporate or other, and  
execution and delivery by each party indicated in the documents and such        
documents constitute, or will constitute, valid and binding obligations of each 
party.                                                                          

EX-8.1
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Alaska Air Group, Inc., July 18, 2003 - Page 2                                  

We hereby confirm that the discussion set forth in the Registration 
Statement under the heading "CERTAIN UNITED STATES FEDERAL INCOME TAX           
CONSIDERATIONS" is our opinion, subject to the limitations set forth therein and
herein.                                                                         

 This opinion is delivered in accordance with the requirements of Item
601(b)(8) of Regulations S-K under the Securities Act. In rendering our opinion,
we have considered the applicable provisions of the Internal Revenue Code of    
1986, as amended, Treasury Department regulations promulgated thereunder,       
pertinent judicial authorities, interpretive rulings of the Internal Revenue    
Service and such other authorities as we have considered relevant. It should be 
noted that statutes, regulations, judicial decisions and administrative         
interpretations are subject to change or differing interpretations, possibly    
with retroactive effect. A change in the authorities or the accuracy or         
completeness of any of the information, documents, certificates, records,       
statements, representations, covenants, or assumptions on which our opinion is  
based could affect our conclusions.                                             

  This opinion is delivered to you solely for use in connection with the
Registration Statement and is not to be used, circulated, quoted or otherwise   
referred to for any other purpose without our express written permission. In    
accordance with the requirements of Item 601(b)(23) of Regulation S-K under the 
Securities Act, we hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to our firm in the Registration
Statement under the heading "LEGAL MATTERS." In giving such consent we do not   
hereby admit that we are in the category of persons whose consent is required   
under Section 7 of the Securities Act or the rules or regulations of the        
Commission thereunder.                                                          

                                Respectfully submitted

                                   /s/ O'MELVENY & MYERS LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1’ Filing		Date		First		Last			Other Filings
		3/21/23		1
Filed on:		7/18/03		1		2			8-K
		3/21/03		1
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