EXHIBIT 5



May 21, 1997

USFreightways Corporation
9700 Higgins Road, Suite 570 Rosemont, Illinois 60018

         Re:      Common Stock $.01 par value per share

Gentlemen:

         We have  acted as  counsel  to  USFreightways  Corporation  ("USF")  in
connection with the issuance of 15,564 shares of USF common stock, $.01 par
value per share, (the "Common Stock") in connection with the acquisition of the
shares of  common   stock  held  by  Edward  C.  Provost  and  Todd  Provost  in
Coast Consolidators,  Inc., a California  corporation,  pursuant to the Stock
Purchase Agreement  dated as of  December  28,  1993  (the  "Acquisition").  We
have also participated  in the  preparation  and filing with the  Securities 
and Exchange Commission  under the Securities Act of 1933, as amended,  of a
registration for resale of the Common Stock issued in the  Acquisition.  In this
connection,  we have examined such corporate and other records,  instruments, 
certificates  and documents as we considered necessary to enable us to express
this opinion.

         Based on the foregoing,  it is our opinion that the Common Stock issued
in the  Acquisition  was duly  authorized  for  issuance  and is fully  paid and
non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the  reference  to us under the  caption  "Legal
Matters" in the Registration Statement. In giving this 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 of 1933 or the rules  and  regulations  of the
Securities and Exchange Commission.

         We are  admitted to practice in the State of Illinois and we express no
opinions as to matters  under or  involving  any laws other than the laws of the
State of  Illinois,  the  federal  laws of the United  States of America and the
General Corporation law of the State of Delaware.


                         Very truly yours,


                         /s/ Sachnoff & Weaver
                         SACHNOFF & WEAVER, LTD.