ARNALL GOLDEN & GREGORY, LLP
                            2800 One Atlantic Center
                        1201 West Peachtree Street, N.W.
                           Atlanta, Georgia 30309-3450





                                                                  (404) 873-8500

                                                                  (404) 873-8501



                                August 7, 1997



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

         Re:      Registration Statement on Form S-8
                
Ladies and Gentlemen:

         This opinion is rendered in connection with the proposed issue and sale
by Buckhead America Corporation,  a Delaware corporation (the "Company"),  of up
to 80,000 shares of the Company's  Common Stock,  $.01 par value (the "Shares"),
upon the terms and  conditions set forth in the  Registration  Statement on Form
S-8 (the "Registration  Statement") filed by the Company with the Securities and
Exchange  Commission  under the  Securities Act of 1933, as amended (the "Act"),
pursuant to the Company's 1997 Employee Stock Option Plan (the "Plan").  We have
acted as counsel for the Company in connection with the issuance and sale of the
Shares by the Company.

         In rendering the opinion  contained herein, we have relied in part upon
examination of the Company's  corporate  records,  documents,  certificates  and
other  instruments  and  the  examination  of such  questions  of law as we have
considered necessary or appropriate for the purpose of this opinion.  Based upon
the foregoing,  we are of the opinion that the Shares have been duly and validly
authorized,  and when sold in the manner  contemplated by the Plan, upon receipt
by the Company of payment in full therefor as provided therein and upon issuance
pursuant  to a  current  prospectus  in  conformity  with the Act,  they will be
legally issued, fully paid and non-assessable.

         We  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 party  whose  consent is  required  to be filed  with the  Registration
Statement under the provisions of the Act.

                                               Sincerely,

                                               ARNALL GOLDEN & GREGORY, LLP


                                               ARNALL GOLDEN & GREGORY, LLP