1
                         [BAKER & BOTTS LETTERHEAD]


                                                                       EXHIBIT 5



                                                                    July 2, 1998




Eagle USA Airfreight, Inc.
15350 Vickery Drive
Houston, Texas  77032


Ladies and Gentlemen:

                 As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Eagle USA Airfreight, Inc., a Texas
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to (i) 3,000,000 shares (the
"Incentive Plan Shares") of common stock of the Company, par value $0.001 per
share (the "Common Stock"), that may be issued pursuant to the terms of the
Eagle USA Airfreight, Inc. Long-Term Incentive Plan, as amended (the "Incentive
Plan"), and (ii) 200,000 shares (the "Purchase Plan Shares") of Common Stock
that may be issued pursuant to the terms of the Eagle USA Airfreight, Inc. 1998
Employee Stock Purchase Plan (the "Purchase Plan"), certain legal matters in
connection with the Shares (as defined herein) are being passed upon for the
Company by us.  The Purchase Plan Shares consist of (i) the Company's authorized
but unissued shares of Common Stock (the "Original Issuance Purchase Plan
Shares," together with the Incentive Plan Shares, the "Shares"), (ii) previously
issued shares of Common Stock reacquired and held by the Company or (iii) shares
of Common Stock purchased on the open market.  At your request, this opinion is
being furnished to you for filing as Exhibit 5 to the Registration Statement.

                 In our capacity as your counsel in the connection referred to
above, we have examined the Company's Second Amended and Restated Articles of
Incorporation and the Amended and Restated Bylaws, each as amended to date,
copies of the Purchase Plan and the Incentive Plan, filed as exhibit 10(i) and
10(ii), respectively, to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 and the originals, or copies certified or otherwise
identified, of corporate records of the Company, certificates of public
officials and of representatives of the Company, statutes and other instruments
and documents as a basis for the opinions hereinafter expressed.  In giving such
opinions, we have relied upon certificates of officers of the Company with
respect to the accuracy of the material factual matters contained in such
certificates.
   2
Eagle USA Airfreight, Inc.           -2-                            July 2, 1998



                 We have assumed that all signatures on all documents examined
by us are genuine, that all documents submitted to us as originals are accurate
and complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete.  In addition, we have assumed for purposes of paragraphs
2 and 3 below that the consideration received by the Company for the Shares
will be not less than the par value of the Shares.

                 On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, we are of the opinion
that:

                 1.       The Company is a corporation duly organized and
         validly existing in good standing under the laws of the State of
         Texas.

                 2.       Upon the issuance and sale of the Incentive Plan
         Shares pursuant to the provisions of the Incentive Plan for
         consideration fixed by the Compensation Committee of the Board of
         Directors, such Incentive Plan Shares will be duly authorized by all
         necessary corporate action on the part of the Company, validly issued,
         fully paid and nonassessable.

                 3.       Upon the issuance and sale of the Original Issuance
         Purchase Plan Shares pursuant to the provisions of the Purchase Plan
         for consideration calculated pursuant to the terms and provisions of
         the Purchase Plan, such Original Issuance Purchase Plan Shares will be
         duly authorized by all necessary corporate action on the part of the
         Company, validly issued, fully paid and nonassessable.

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

                                                Very truly yours,



                                                /s/ BAKER & BOTTS, L.L.P.