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                                                                     EXHIBIT 5.1










                                                     October 13, 1998


The J.H. Heafner Company, Inc.
2105 Water Ridge Parkway, Suite 500
Charlotte, North Carolina  28217


Ladies and Gentlemen:

         In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), pursuant to the Registration Statement (No. 333-61713)
on Form S-4 (the "Registration Statement") filed with the Securities and
Exchange Commission on August 18, 1998, of (a) $100,000,000 aggregate principal
amount of 10% Senior Notes Due 2008 (the "New Notes") of The J.H. Heafner
Company, Inc., a North Carolina corporation (the "Company"), and (b) Subsidiary
Guaranties of the New Notes (the "Subsidiary Guaranties") by Oliver & Winston,
Inc., a California corporation, ITCO Logistics Corporation, a Delaware
corporation, ITCO Holding Company, Inc., a North Carolina corporation, ITCO Tire
Company, a North Carolina corporation, ITCO Tire Company of Georgia, a Virginia
corporation, The Speed Merchant, Inc., a California corporation, and Phoenix
Racing, Inc., a California corporation (collectively, the "Subsidiary
Guarantors"), we have reviewed such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.

         We have assumed that each of the Company and the Subsidiary Guarantors
is duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation and that each of the Company and the Subsidiary
Guarantors has duly authorized, executed and delivered the Indenture, dated as
of May 15, 1998, among the Company, First Union National Bank, as Trustee, and
the Subsidiary Guarantors (the "Indenture").

         Upon the basis of such examination and subject to the foregoing
assumptions, we advise you that, in our opinion, when the Registration Statement
has become effective 
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The J.H. Heafner Company, Inc.                                             - 2 -

under the Act, and the New Notes have been duly executed and authenticated in
accordance with the Indenture and issued in exchange for $100,000,000 aggregate
principal amount of 10% Senior Notes Due 2008 previously issued by the Company,
all in accordance with the exchange offer contemplated by the Registration
Statement, and assuming compliance with the Act, the New Notes will constitute
the valid and binding obligations of the Company, and each Subsidiary Guaranty
of a Subsidiary Guarantor will constitute the valid and binding obligation of
such Subsidiary Guarantor, in each case enforceable against such party in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors' rights, to general equity principles, and to
the qualification that we express no opinion with respect to the waivers
contained in Section 6.12 of the Indenture.

         We are members of the bar of the State of New York. We do not purport
to be experts in, and we do not express any opinion on, any laws other than the
law of the State of New York, the Delaware General Corporation Law and the
Federal law of the United States of America.

         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.



                                             Very truly yours,

                                             /s/ HOWARD, SMITH & LEVIN LLP