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                                                                    Exhibit 5


                    [SACHNOFF & WEAVER, LTD. LETTERHEAD]


                                        January 15, 1997

USFreightways Corporation
9700 Higgins Road, Suite 570
Rosemont, Illinois  60018

Gentlemen:

     We have acted as counsel to USFreightways Corporation, a Delaware 
corporation (the "Company"), in connection with the Registration Statement on 
Form S-3, as amended (the "Registration Statement"), filed by the Company 
under the Securities Act of 1933, as amended, with the Securities and Exchange 
Commission (the "Commission"), relating to the sale of up to 3,105,000 shares 
(the "Shares") of the Company's Common Stock, par value $.01 per share.  We have
examined the Registration Statement and the form of the Purchase Agreement
filed with the Commission as an exhibit to the Registration Statement (the
"Purchase Agreement").  In addition, we have reviewed such other documents and
have made such further investigations as we have deemed necessary to enable us
to express the opinion hereinafter set forth.

     We hereby advise you that in our opinion the Shares have been duly
authorized by the Company and, upon payment and delivery in accordance with the
Purchase Agreement, will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the 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, as amended or the rules and 
regulations of the Securities and Exchange Commission.

                                             Very truly yours,



                                             /s/ SACHNOFF & WEAVER, LTD.