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



                                                                  (404) 873-8500

                                                                  (404) 873-8501
                                 June 17, 1999


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
90,000 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 1999 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,  assuming such
payment per share is greater than or equal to $.01,  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