S-8

As filed with the Securities and Exchange Commission on July 3, 2002

Registration No. 333- _____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Allied Holdings, Inc.
(Exact name of Registrant as specified in its charter)

Georgia (State or other jurisdiction of incorporation or organization)	58-0360550 (I.R.S. Employer Identification No.)
160 Clairemont Avenue Suite 200 Decatur, Georgia (Address of principal executive offices)	30030 (Zip Code)

Allied Holdings, Inc. Amended and Restated Long Term Incentive Plan
(Full title of the plan)

Thomas M. Duffy, Esq.
Senior Vice President, Secretary and General Counsel
Allied Holdings, Inc.
160 Clairemont Avenue, Suite 200
Decatur, Georgia 30030
(404) 370-1100
(Name, address and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed maximum		Proposed
Title of each class of	Amount to be	offering price per		maximum aggregate		Amount of
securities to be registered	registered(1)(2)	share (3)		offering price (3)		registration fee
Common Stock, no par value per share	500,000 shares	$	4.55	$	2,275,000	$	210

(1)	Pursuant to General Instruction E of Form S-8, this Registration Statement covers the registration of 500,000 shares of Common Stock in addition to shares previously registered under Registration Statement No. 333-51104.
(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares that may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as provided in the Allied Holdings, Inc. Amended and Restated Long Term Incentive Plan.
(3)	Estimated solely for the purpose of calculating the registration fee, in accordance with Rule 457(h)(1) under the Securities Act, on the basis of the average of the high and low sales prices of $4.80 and $4.30 per share for the Common Stock as reported on the American Stock Exchange on July 2, 2002.

     As permitted by Rule 429 under the Securities Act of 1933, the prospectus related to this Registration Statement also covers securities registered under Registration Statement No. 333-51104.

TABLE OF CONTENTS

EX-5 OPINION OF TROUTMAN SANDERS LLP

Part II — Information Required in the Registration Statement

     This Registration Statement on Form S-8 is being filed to register 500,000 additional shares of common stock, no par value per share (the “Common Stock”), of Allied Holdings, Inc. which have been reserved for issuance under the Allied Holdings, Inc. Amended and Restated Long Term Incentive Plan (the “Plan”). A total of 1,500,000 shares of the Common Stock reserved under the Plan have previously been registered on a Registration Statement on Form S-8 (Registration No. 333-51104, filed on June 6, 2001) (the “Original Form S-8”). Pursuant to and as permitted by General Instruction E to Form S-8, the contents of the Original Form S-8 are hereby incorporated by reference herein, and the opinions and consents listed at Item 8 below are annexed hereto.

     Arthur Andersen LLP has not consented to the incorporation by reference in this Registration Statement of their reports and, after reasonable efforts to obtain such written consent, we have not filed the consent pursuant to Rule 437(a) of the Securities Act of 1933. Because Arthur Andersen LLP has not consented to the incorporation of their report in this Registration Statement, persons who acquire the Common Stock of Allied Holdings, Inc. covered by this Registration Statement will not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act of 1933 for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated therein.

Item 8.	Exhibits.
	Exhibit No.	Description
	5	Opinion of Troutman Sanders LLP.
	23	Consent of Troutman Sanders LLP (contained in its Opinion filed as Exhibit 5)
	24	Powers of Attorney (contained on the signature page hereof)

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Decatur, State of Georgia, on this 28th day of June, 2002.

Allied Holdings, Inc.

By: /s/ Hugh E. Sawyer
Hugh E. Sawyer
President and Chief Executive Officer

By: /s/ Daniel H. Popky
Daniel H. Popky
Senior Vice President and
Chief Financial Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas M. Duffy, Daniel H. Popky and Hugh E. Sawyer, and each of them (with full power in each to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the 1933 Act, this amendment to this registration statement has been signed by the following persons in the capacities indicated below on this 28th day of June, 2002.

Signature	Title
/s/ Robert J. Rutland Robert J. Rutland	Chairman and Director
/s/ Guy W. Rutland, III Guy W. Rutland, III	Chairman Emeritus and Director
/s/ Hugh E. Sawyer Hugh E. Sawyer	President, Chief Executive Officer and Director
/s/ Guy W. Rutland, IV Guy W. Rutland, IV	Director

2

Signature	Title
/s/ David G. Bannister David G. Bannister	Director
/s/ Robert R. Woodson Robert R. Woodson	Director
/s/ William P. Benton William P. Benton	Director
/s/ Berner F. Wilson, Jr. Berner F. Wilson, Jr.	Director
/s/ Thomas E. Boland Thomas E. Boland	Director
/s/ J. Leland Strange J. Leland Strange	Director

3

INDEX TO EXHIBITS

Exhibit No.		Description
5	Opinion of Troutman Sanders LLP.
23	Consent of Troutman Sanders LLP (contained in its opinion filed as Exhibit 5)
24	Powers of Attorney (contained on the signature page hereof)

4 EX-5 3 g77153exv5.txt EX-5 OPINION OF TROUTMAN SANDERS LLP EXHIBIT 5 TROUTMAN SANDERS LLP ATTORNEYS AT LAW A LIMITED LIABILITY PARTNERSHIP BANK OF AMERICA PLAZA 600 PEACHTREE STREET, N.E. - SUITE 5200 ATLANTA, GEORGIA 30308-2216 TELEPHONE: 404-885-3000 FACSIMILE: 404-885-3995 July 3, 2002 Allied Holdings, Inc. 160 Clairemont Avenue, Suite 200 Decatur, Georgia 30030 Gentlemen: We have served as counsel to Allied Holdings, Inc., a Georgia corporation (the "Company"), in connection with the filing by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form S-8 (the "Registration Statement") with respect to the registration of 500,000 shares (the "Shares") of the Company's common stock, no par value per share (the "Common Stock"), reserved for issuance in connection with the Allied Holdings, Inc. Amended and Restated Long Term Incentive Plan (the "Plan"). In rendering this opinion, we have reviewed certain books and records of the Company and have made such other investigations as we have deemed necessary for purposes of this opinion. In such examinations, we have assumed the genuineness of all signatures on all original documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copies submitted to us, the authenticity of the originals of documents submitted to us as copies, and the due execution and delivery of all documents where due execution and delivery are prerequisite to the effectiveness thereof. As to questions of fact material to this opinion, we have relied solely upon certificates and statements of officers of the Company and certain public officials. We have assumed and relied upon the accuracy and completeness of the representations and warranties, certificates, and statements, the factual matters set forth therein, and the genuineness of all signatures thereon, and nothing has come to our attention leading us to questions the accuracy of the matters set forth therein. We have made no independent investigation with regard thereto and, accordingly, we do not express any view or belief as to matters that might have been disclosed by independent verification. Based upon and subject to the foregoing, we are of the opinion that, subject to compliance with the pertinent provisions of the Securities Act and to compliance with such securities or "Blue Sky" laws of any jurisdiction as may be applicable, when certificates evidencing the Shares have been duly executed, countersigned, registered, issued and delivered in accordance with the terms of the Plan and the respective stock option agreements entered into under and in accordance with the Plan, the Shares will be duly and validly issued and outstanding, fully paid and non-assessable shares of Common Stock of the Company. We are members of the Bar of the State of Georgia. In expressing the opinions set forth above, we do not express an opinion on the laws of any jurisdiction other than the laws of the State of Georgia. We hereby consent to the filing of this opinion or copies thereof as an exhibit to the Registration Statement. Very truly yours, /s/ Troutman Sanders LLP -----END PRIVACY-ENHANCED MESSAGE-----

EX-5

                                                                       EXHIBIT 5


                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                         A LIMITED LIABILITY PARTNERSHIP


                              BANK OF AMERICA PLAZA
                     600 PEACHTREE STREET, N.E. - SUITE 5200
                           ATLANTA, GEORGIA 30308-2216
                             TELEPHONE: 404-885-3000
                             FACSIMILE: 404-885-3995

                                  July 3, 2002


Allied Holdings, Inc.
160 Clairemont Avenue, Suite 200
Decatur, Georgia  30030

Gentlemen:

         We have served as counsel to Allied Holdings, Inc., a Georgia
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") with respect to the registration of 500,000 shares
(the "Shares") of the Company's common stock, no par value per share (the
"Common Stock"), reserved for issuance in connection with the Allied Holdings,
Inc. Amended and Restated Long Term Incentive Plan (the "Plan").

         In rendering this opinion, we have reviewed certain books and records
of the Company and have made such other investigations as we have deemed
necessary for purposes of this opinion. In such examinations, we have assumed
the genuineness of all signatures on all original documents, the authenticity of
all documents submitted to us as originals, the conformity to the original
documents of all copies submitted to us, the authenticity of the originals of
documents submitted to us as copies, and the due execution and delivery of all
documents where due execution and delivery are prerequisite to the effectiveness
thereof.

         As to questions of fact material to this opinion, we have relied solely
upon certificates and statements of officers of the Company and certain public
officials. We have assumed and relied upon the accuracy and completeness of the
representations and warranties, certificates, and statements, the factual
matters set forth therein, and the genuineness of all signatures thereon, and
nothing has come to our attention leading us to questions the accuracy of the
matters set forth therein. We have made no independent investigation with regard
thereto and, accordingly, we do not express any view or belief as to matters
that might have been disclosed by independent verification.

         Based upon and subject to the foregoing, we are of the opinion that,
subject to compliance with the pertinent provisions of the Securities Act and to
compliance with such securities or "Blue Sky" laws of any jurisdiction as may be
applicable, when certificates evidencing the Shares have been duly executed,
countersigned, registered, issued and delivered in accordance with the terms of
the Plan and the respective stock option agreements entered into under and in
accordance with the



Plan, the Shares will be duly and validly issued and outstanding, fully paid and
non-assessable shares of Common Stock of the Company.

         We are members of the Bar of the State of Georgia. In expressing the
opinions set forth above, we do not express an opinion on the laws of any
jurisdiction other than the laws of the State of Georgia.

         We hereby consent to the filing of this opinion or copies thereof as an
exhibit to the Registration Statement.


                                            Very truly yours,

                                            /s/ Troutman Sanders LLP