Exhibit 5.1



                                 Form of Opinion


                               _________ ___, 2001



Roadway Corporation
1077 Gorge Boulevard
Akron, Ohio 44310

Ladies and Gentlemen:

       We are acting as counsel to Roadway Corporation, a Delaware corporation
(the "Company"), in connection with (i) the offer to exchange (the "Senior Note
Exchange Offer") $1,000 principal amount at maturity of the Company's 8 1/4%
Senior Notes due December 1, 2008 (the "Exchange Notes"), and the guarantees of
the Exchange Notes (the "Guarantees" and, together with the Exchange Notes, the
"Securities") by certain subsidiaries of the Company (the "Guarantors") in
exchange for each $1,000 principal amount at maturity of the Company's
outstanding 8 1/4% Senior Notes due December 1, 2008 (the "Private Notes") and
the guarantees of the Private Notes by the Guarantors (together with the Private
Notes, the "Original Securities") and (ii) the preparation of the prospectus
(the "Prospectus") contained in the registration statement on Form S-4 (the
"Registration Statement") (No. 333-________) filed with the Securities and
Exchange Commission by the Company and the Guarantors for the purpose of
registering the Securities under the Securities Act of 1933 (the "Act"). The
Original Securities have been, and the Securities will be, issued pursuant to an
Indenture, dated as of November 30, 2001 (the "Indenture"), between the Company,
the Guarantors and SunTrust Bank, as Trustee (the "Trustee").

       In rendering this opinion, we have examined such documents and records,
including an examination of originals or copies certified or otherwise
identified to our satisfaction, and matters of law we have deemed necessary for
purposes of this opinion.

       Based upon the foregoing and subject to the qualifications and
limitations stated herein, we are of the opinion that:

              (1) The Exchange Notes have been duly authorized and, when the
Exchange Notes, in substantially the form as set forth on an exhibit to the
Indenture filed as Exhibit 4.3 to the Current Report on Form 8-K filed by
Roadway Corporation on December 11, 2001 and incorporated by reference to
Exhibit 4.3 of the Registration Statement, have been duly executed by authorized
officers of the Company, authenticated by the Trustee, issued in accordance with
the Indenture and delivered in exchange for the Private Notes in accordance with
the Senior Note Exchange Offer, will be binding obligations of the Company,
entitled to the benefits of the Indenture.


              (2) Subject to the exceptions set forth in the next paragraph
hereof, the Guarantees have been duly authorized and, when duly executed and
delivered by authorized officers of the Guarantors, authenticated by the
Trustee, and issued in accordance with the Indenture, will be binding
obligations of the Guarantors.

       Our examination of matters of law in connection with the opinions
expressed herein has been limited to, and accordingly our opinions herein are
limited to, the laws of the State of New York, which are expressed to govern the
Exchange Notes, the General Corporation Law of the State of Delaware, including
the applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting such law, and Chapter 1701 of the Ohio Revised Code. We
express no opinion with respect to any other law of the State of Delaware or the
State of Ohio or any other jurisdiction. With respect to the opinions expressed
in paragraph 2 hereof concerning the Guarantors Arnold Industries, Inc., Arnold
Transportation Services, Inc. and New Penn Motor Express, Inc., we have assumed
that the Guarantees have been duly authorized by such entities.

       We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.


                                                Very truly yours,