EXHIBIT 5.1



February 3, 1997


Featherlite Mfg., Inc.
Highways 63 and 9
Cresco, Iowa 52136

Re:  EXHIBIT 5.1 to Registration Statement on Form S-3

Ladies/Gentlemen:

We are acting as corporate  counsel to Featherlite Mfg., Inc. (the "Company") in
connection with the  preparation and filing of a Registration  Statement on Form
S-3 (the  "Registration  Statement")  relating  to the  registration  under  the
Securities  Act of 1933,  as  amended  (the  "Act")  of  300,000  shares  of the
Company's Common Stock (the "Shares") which may be offered for sale by a certain
shareholder (the "Selling Shareholder").

In acting as such counsel for the purpose of  rendering  this  opinion,  we have
reviewed copies of the following, as presented to us by the Company:

         1.       The Company's Articles of Incorporation, as amended.

         2.       The Company's Bylaws.

         3.       Certain  corporate  resolutions  of  the  Company's  Board  of
                  Directors  pertaining  to the  issuance  by the Company of the
                  Shares.

         4.       The Registration Statement.


Based on, and subject to, the foregoing and upon representations and information
provided by the Company or its  officers or  directors,  it is our opinion as of
this date that:

         1.       The Shares are validly authorized by the Company's Articles of
                  Incorporation.

         2.       The Shares are validly issued and outstanding,  fully paid and
                  nonassessable.


         We hereby  consent  to the  filing of this  opinion as Exhibit 5 to the
Registration Statement.

Very truly yours,

FREDRIKSON & BYRON, P.A.




By /s/ Timothy M. Heaney
Timothy M. Heaney
Fredrikson & Byron, P.A.
1100 International Centre
900 Second Avenue South
Minneapolis, Minnesota 55402
Telephone:  612-347-7000
Fax:  612-347-7077