EXHIBIT 5




                                  June 15, 2001







Motor Cargo Industries, Inc.
845 Center Street
North Salt Lake, Utah  84054

       Re:    Motor Cargo Industries, Inc.
              Registration Statement on Form S-8 relating to the
              Motor Cargo Industries, Inc. 1999 Stock Option Plan for
              Non-Employee Directors

Gentlemen:

       In our capacity as counsel to Motor Cargo Industries, Inc., a Utah
corporation (the "Company"), you have requested our opinion in connection with
the filing of a registration statement on Form S-8 (the "Registration
Statement") by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the issuance of up to 100,000 shares of Common Stock,
no par value, of the Company (the "Shares") under the Company's 1999 Stock
Option Plan for Non-Employee Directors (the "Plan").

       In connection with the preparation of this opinion letter, and as the
basis for the opinion set forth below, we have made such investigations of the
Utah Revised Business Corporations Act as we have deemed relevant and
necessary, and we have examined such documents and records as we have deemed
relevant and necessary. As to various questions of fact material to this
opinion letter, we have relied upon representations and/or certificates of
officers of the Company.

       Based upon and subject to the foregoing examination, we are of the
opinion that:

       1. The Company is a corporation duly organized and validly existing
under the laws of the State of Utah;



Motor Cargo Industries, Inc.
June 15, 2001
Page 2




       2. The Shares have been duly authorized by all necessary corporate
action and, when issued in accordance with the terms and conditions of the
Plan and the resolutions of the Company's Board of Directors, the Shares will
be validly issued, fully paid and nonassessable.

       We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7
of the Securities Act or the General Rules and Regulations of the Commission.


                                 Very truly yours,

                                 /s/ Stoel Rives LLP