June 8, 1999


Smithway Motor Xpress Corp.
2031 Quail Avenue
Route 5, P.O. Box 404
Fort Dodge, IA  50501-8511

         Re: Registration Statement on Form S-8
               275,000 Shares of Class A Common Stock

Ladies and Gentlemen:

     This opinion is rendered in  connection  with a  Registration  Statement on
Form S-8 (the  "Registration  Statement")  to be filed with the  Securities  and
Exchange Commission under the Securities Act of 1933. The Registration Statement
relates to the  registration  of 275,000 shares of the Company's  Class A Common
Stock,  par value $.01 per share (the  "Shares"),  which are to be offered under
the  Company's  Incentive  Stock Plan (the  "Plan").  It is our opinion that the
Shares,  when issued and paid for in accordance with the Plan and any agreements
evidencing  awards  of the  Shares,  will be  legally  issued,  fully  paid  and
non-assessable shares of the Class A Common Stock of the Company.

     We hereby  consent to the filing of this  Opinion with the  Securities  and
Exchange Commission in connection with the filing of the Registration Statement.

                                  Very truly yours,
                                  SCUDDER LAW FIRM, P.C.

                                  /s/ Mark A. Scudder
                                  Mark A. Scudder, Principal



                                Page 5 of 7 pages