ARNALL GOLDEN & GREGORY 
                        1201 WEST PEACHTREE STREET
                         2800 ONE ATLANTIC CENTER
                        ATLANTA, GEORGIA  30309-3450




                                June 4, 1996



Buckhead America Corporation
Suite 200
4243 Dunwoody Club Drive
Dunwoody, Georgia  30350

     Re:  Form S-3 Registration Statement

Gentlemen:

     We have acted as your counsel in connection with the
preparation of the Registration Statement on Form S-3 (the
"Registration Statement") filed by Buckhead America Corporation,
a Delaware corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Act").  This Registration Statement relates to an offer by
a certain selling stockholder named therein of up to 41,558
shares of the Company's Common Stock, $.01 par value (the
"Shares").

     In acting as counsel to you, we have examined and relied
upon such corporate records, documents, certificates and other
instruments and examined such questions of law as we have
considered necessary or appropriate for the purposes of this
opinion.   Based upon and subject to the foregoing, we advise you
that in our opinion the Shares are legally issued, fully paid and
non-assessable.

     We consent to the filing of this opinion as an exhibit to
the Registration Statement and the reference to this firm under
the caption "Experts" contained therein and elsewhere in the
Registration Statement.  This consent is not to be construed as
an admission that we are a party whose consent is required to be
filed with the Registration Statement under the provisions of the
Act.

                                Sincerely,
                                ARNALL GOLDEN & GREGORY
                                ARNALL GOLDEN & GREGORY