EXHIBIT 5

                               December 8, 1998


Transit Group, Inc.
2859 Paces Ferry Road
Suite 1740
Atlanta, Georgia  30339

          Re:   Registration Statement on Form S-8 with respect to the Issuance
                of Shares Pursuant to the 1998 Incentive Stock Option Plan of
                Transit Group, Inc. and the 1998 Employee Stock Purchase Plan of
                Transit Group, Inc.

Ladies and Gentlemen:

          We have served as counsel for Transit Group, Inc., a Florida
corporation (the "Company"), in connection with its registration under the
Securities Act of 1933, as amended, of 3,500,000 shares of its common stock,
$.01 par value (the "Shares"), which are proposed to be offered and sold
pursuant to the 1998 Incentive Stock Option Plan of Transit Group, Inc. and the
1998 Employee Stock Purchase Plan of Transit Group, Inc. (individually, a
"Plan," and collectively, the "Plans"), and pursuant to the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") with respect to
the Shares.

          As to various questions of fact material to our opinion, we have
relied solely upon (i) an Officer's Certificate delivered to us by a Company
officer, and (ii) the representations of the directors, officers and managers of
the Company and of public officials.  We have made no other inquiries.

          In connection with the preparation of this opinion, we have only
reviewed, and this opinion is limited to, those laws of the State of Georgia,
excluding local laws of the State of Georgia (i.e., the statutes and ordinances,
the administrative decisions and the rules and regulations of counties, towns,
municipalities and special political subdivisions of, or authorities or quasi-
governmental bodies constituted under the laws of the State of Georgia and
judicial decisions to the extent they deal with any of the foregoing), and the
laws of the United States of America that are, in our experience, normally
applicable to the transactions referenced herein.  We are licensed to practice
law in the State of Georgia and, accordingly, this opinion is based solely upon
such laws and we do not render any opinion as to the effect of the laws of any
other jurisdiction.  Further, we have assumed for purposes of this opinion (1)
that the laws of the State of Florida are identical in substance and effect to
the laws of the State of Georgia; (2) the genuineness of all signatures; (3) the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies; and (4) the proper issuance and accuracy of certificates of public
officials and officers and agents of the Company.  In rendering opinions as to
future events, we have assumed the facts and law existing on the date hereof.

          Based upon and subject to the foregoing, and having regard for such
legal considerations as we have deemed relevant, we are of the opinion that the
Shares have been duly authorized by all necessary corporate action on the part
of the Company and, upon issuance pursuant to the terms of the respective Plan,
will be validly issued, fully paid and nonassessable.

          This opinion is delivered solely for your benefit in connection with
the Plans and may not be quoted in whole or in part, referred to, filed with any
governmental agency or otherwise used or relied upon by any other person or for
any other purpose without our prior written consent except as provided herein.

 
          This opinion is rendered as of the date hereof, and we undertake no
obligation to advise you of any changes in applicable law or any other matters
that may come to our attention after the date hereof.

          We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.

                                        WOMBLE CARLYLE SANDRIDGE & RICE
                                        A Professional Limited Liability Company

                                        Elizabeth O. Derrick

EOD
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