Exhibit 5.5

November 13, 2002


Quality Distribution, LLC
3802 Corporex Park Drive
Tampa, Florida 33619

         Re:      Registration of Securities of Quality Distribution, LLC
                  -------------------------------------------------------

Ladies and Gentlemen:

     At your request, we are delivering this opinion in connection with the
Registration Statement (the "Registration Statement") on Form S-4 (File No.
333-98077) of Quality Distribution, LLC, a Delaware limited liability company
(the "Company"), relating to the Company's offer (the "Exchange Offer") to
exchange up to $54,654,296 principal amount of the Company's 12 1/2% Senior
Subordinated Secured Notes due 2008, issued pursuant to an Indenture dated as of
May 30, 2002 (the "Indenture") among the Company, certain guarantors and The
Bank of New York, as Trustee, that have been registered under the Securities Act
of 1933 (the "New Notes"), which New Notes will be guaranteed (the "Guarantees")
under the Indenture by (among other subsidiaries of the Company) each of
Capacity Management Systems, Inc., a Pennsylvania corporation, Chemical Leaman
Corporation, a Pennsylvania corporation and Chemical Properties, Inc., a
Pennsylvania corporation (collectively, the "Pennsylvania Guarantors"), for a
like principal amount of the Company's outstanding 12 1/2% Senior Subordinated
Secured Notes due 2008 (the "Old Notes"), which were also issued pursuant to the
Indenture and guaranteed thereunder by each of the Pennsylvania Guarantors.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates and other
instruments as we have deemed necessary or advisable for the purpose of
rendering this opinion.

     Upon the basis of the foregoing, we are of the opinion that when the New
Notes and the Guarantees have been duly executed, authenticated and delivered in
accordance with the Indenture in exchange for the Old Notes pursuant to the
Exchange Offer, the Guarantees of the New Notes will be the valid and binding
obligations of each of the Pennsylvania Guarantors.

     The foregoing opinions are subject to the following qualifications:

     (a) Our opinion is limited to the laws of the Commonwealth of Pennsylvania;

     (b)  Our opinion is subject to the effect of bankruptcy, insolvency,
          reorganization, moratorium, fraudulent conveyance and other similar
          laws




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November 13, 2002
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          relating to creditors' rights generally and to equitable principles of
          general application (regardless of whether enforceability is
          considered in a proceeding at law or in equity); and

     (c)  We have assumed that the Indenture constitutes a valid and binding
          obligation of the parties thereto other than the Pennsylvania
          Guarantors.

     This opinion may be relied upon by your counsel O'Melveny & Myers LLP in
connection with its opinion that is filed as an exhibit to the Registration
Statement.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Securities Act of 1933 or the rules and regulations promulgated
thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP