Exhibit 5

          Schell Bray Aycock Abel & Livingston P.L.L.C.
                 230 North Elm Street, Suite 1500
                 Greensboro, North Carolina 27401
                             

                                                       July 30, 1998





Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:      Kenan Transport Company
         Registration Statement on Form S-8

Ladies and Gentlemen:

        We have represented Kenan Transport Company (the "Registrant"),  a North
Carolina  corporation,  in connection with the registration of 450,000 shares of
Common Stock (the "Shares") issuable pursuant to the Registrant's 1998 Long-Term
Incentive Plan (the "Plan").

        In connection with this Plan, we have examined the Registrant's Articles
of Incorporation and Bylaws, as amended,  the Registration  Statement on Form
S-8 with respect to such shares, the Plan and such corporate records of the 
Registrant and questions of law as we have deemed  relevant for the purpose of
this  opinion.  Based upon such review, we are of the opinion that:

        1.        All necessary corporate action has been taken to authorize 
                  the issuance of the Shares pursuant to the Plan.

        2.        When duly issued in accordance  with the Plan as  contemplated
                  by the  Registration  Statement,  the  Shares  will be validly
                  issued, fully paid and nonassessable shares of Common Stock of
                  the Registrant.

        We hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person  whose  consent is  required  to be filed with the  Registration
Statement under the provisions of the Securities Act of 1933, as amended.

                                  Very truly yours,

                /s/ SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C.