EXHIBIT 5.1

                        [LETTERHEAD OF KIRKLAND & ELLIS]

To Call Writer Directly:
        (212) 446-4800

                               December 5, 2002

H&E Finance Corp.
11100 Mead Road, Suite 200
Baton Rouge, LA  70816

     Re:   EXCHANGE OFFER FOR $200,000,000 11 1/8% SENIOR SECURED NOTES DUE 2012
           FOR UP TO $200,000,000 11 1/8% SENIOR SECURED EXCHANGE NOTES DUE 2012

Dear Ladies and Gentlemen:

         We have acted as counsel to H&E Finance Corp. (the "Company" or the
"Registrant") in connection with the proposed offer (the "Exchange Offer") to
exchange an aggregate principle amount of up to $200,000,000 11 1/8% Senior
Secured Notes due 2012 (the "Old Notes") for up to $200,000,000 11 1/8%
Senior Secured Exchange Notes due 2012 (the "Exchange Notes"), pursuant to a
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act"). Such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement." The
Exchange Notes are to be issued pursuant to the Indenture (the "Indenture"),
dated as of June 17, 2002 by and among the Registrant, H&E Equipment Services
L.L.C., the Guarantors (as defined therein) and The Bank of New York, as the
trustee, in exchange for and in replacement of the Company's outstanding Old
Notes, of which $200,000,000 in aggregate principal amount at maturity is
outstanding.

         In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the corporate and organizational documents of the
Registrant, (ii) minutes and records of the corporate proceedings of the
Registrant with respect to the issuance of the Exchange Notes, (iii) the
Registration Statement and exhibits thereto and (iv) the Registration Rights
Agreement, dated as of June 17, 2002, by and among the Registrant, H&E Equipment
Services L.L.C., the Guarantors (as defined therein), Credit Suisse First Boston
Corporation, Banc of America Securities LLC and Fleet Securities, Inc.

         For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrant, and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrant.
As to any facts material to the




H&E Finance Corp.
December 5, 2002
Page 2

opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Registrant and others.

         Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:

         (i) H&E Finance Corp. is in good standing under the laws of the State
of Delaware.

         (ii) The sale and issuance of the Exchange Notes has been validly
authorized by H&E Finance Corp.

         (iii) When the Exchange Notes are issued pursuant to the Exchange
Offer, the Exchange Notes will constitute valid and binding obligations of
the Registrant, and H&E Equipment Services L.L.C., the guarantees will
constitute valid and binding obligations of the Guarantors, and the Indenture
will be enforceable in accordance with its terms.

         Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principals of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
(iii) except for purposes of the opinion in paragraph (i), any laws except the
laws of the State of New York and the General Corporation Law of the State of
Delaware.

         We hereby consent to the filing of this opinion in Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of the rules and regulations of
the Commission.



H&E Finance Corp.
December 5, 2002
Page 3

         We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance of the Exchange Notes.

         This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein.

         This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.

                                            Yours very truly,

                                            KIRKLAND & ELLIS