Exhibit 5.1

                            SACHNOFF & WEAVER, LTD.
                       30 South Wacker Drive, 29th Floor
                            Chicago, Illinois  60606


                                January 31, 2000

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

Dear Ladies and Gentlemen:

     We have acted as counsel to USFreightways Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement"), filed by the Company under the
Securities Act of 1933, as amended (the "Act"), with the Securities and Exchange
Commission (the "Commission"), relating to the proposed sale of up to
$400,000,000 principal amount of debt securities (the "Debt Securities") of the
Company.  We have examined the Registration Statement, and 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, when the Registration Statement
becomes effective under the Act, the indenture relating to the Debt Securities
(the "Indenture") has been duly authorized, executed and delivered and the Debt
Securities have been duly executed and authenticated in accordance with the
Indenture and issued and sold as contemplated in the Registration Statement, the
Debt Securities will constitute valid and legally binding obligations of the
Company, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights and to general equity principles.

     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
Opinions" 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 Act or the rules and regulations of the Commission.

                                       Very truly yours,

                                       /s/ Sachnoff & Weaver, Ltd.
                                       ----------------------------
                                       SACHNOFF & WEAVER, LTD.