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Spirit Airlines, Inc. |
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February 9, 2024 |
In rendering the opinions expressed below, we have assumed, with your permission, without independent
investigation or inquiry, (i) the authenticity and completeness of all documents that we examined, (ii) the genuineness of all signatures on all documents that we examined, (iii) the conformity to authentic
originals and completeness of documents examined by us that are certified, conformed, reproduction, photostatic or other copies, (iv) the legal capacity of all natural persons executing documents, (v) that the Warrant Shares
issuable upon conversion of the Warrants will be uncertificated and that the statements required by Section 151(f) of the DGCL will be furnished in accordance with the DGCL and (vi) that, upon the issuance of the Warrant Shares
issuable upon conversion of the Warrants, such issuance will be duly recorded in the stock ledger of the Company.
Based upon and subject
to the foregoing and the assumptions, qualifications and limitations hereinafter set forth, we are of the opinion that:
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The Warrants constitute valid and binding obligations of the Company enforceable against the Company in
accordance with their terms. |
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When issued upon conversion of the Warrants in accordance with the terms of the Warrants, the Warrant Shares
will be validly issued, fully paid and non-assessable under the DGCL. |
Our
opinions set forth above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and other similar laws relating to or affecting creditors rights or
remedies generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) concepts of good faith, diligence, reasonableness and fair dealing, and standards of materiality and
(iv) limitations on the validity or enforceability of indemnification, contribution or exculpation under applicable law (including, without limitation, court decisions) or public policy.
We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the DGCL, each as in effect on the
date hereof, and we do not express any opinion herein concerning any other laws.
We hereby consent to the filing of this opinion as an
exhibit to the Companys Current Report on Form 8-K filed on February 9, 2024, incorporated by reference in the Registration Statement, and to the reference to our firm under the caption Legal
Matters in the Prospectus Supplement. In giving such consent, we do not thereby concede 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
Commission thereunder.
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Very truly yours, |
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/s/ Debevoise & Plimpton LLP |