Exhibit 5.1

                     [LETTERHEAD OF SACHNOFF & WEAVER, LTD.]

                                  July 19, 2001

USFreightways Corporation
8550 West Bryn Mawr Avenue, Suite 700
Chicago, Illinois  60631

     Re:  Registration Statement on Form S-3

Gentlemen:

     We have acted as counsel for USFreightways Corporation (the "Company") in
connection with the Registration Statement on Form S-3 filed by the Company with
the Securities and Exchange Commission to effect the registration, pursuant to
the Securities Act of 1933, of 65,000 shares of common stock, $0.01 par value,
of the Company (the "Common Stock"), which may be offered by Sachnoff & Weaver,
Ltd. (the "Selling Stockholder") following exercise by the Selling Stockholder
of certain stock options granted under the Company's Stock Option Plan for
Non-Employee Directors, as amended and restated (the "Plan").

     In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and statements of directors, officers and employees of,
and the accountants for, the Company. We also have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate and
other instruments, documents and records as we have deemed relevant and
necessary to examine for the purpose of this opinion, including the Plan. In
addition, we have reviewed such questions of law as we have considered necessary
and appropriate for the purposes of this opinion.

     We have assumed the accuracy and completeness of all documents and records
that we have reviewed, the genuineness of all signatures, the due authority of
the parties signing such documents, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all the documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents.

     Based upon and subject to the foregoing, we advise you that, in our
opinion, the shares of Common Stock proposed to be offered by the Selling
Stockholder as set forth in the Registration Statement have been duly authorized
for issuance and, when issued in accordance with the Plan against payment of the
specified exercise price and subsequently sold by the Selling Stockholder
pursuant to the Registration Statement, will be validly issued, fully paid and
nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose



consent is required under Section 7 of the Securities Act of 1933 or the rules
and regulations of the Securities and Exchange Commission.

     We express no opinions as to matters under or involving any laws other than
the federal laws of the United States of America and the General Corporation Law
of the State of Delaware.

                                                     Very truly yours,

                                                     /s/ SACHNOFF & WEAVER, LTD.

                                                     SACHNOFF & WEAVER, LTD.