EXHIBIT 5
January 16, 1997
Simon Transportation Services Inc.
4646 South 500 West
Salt Lake City, UT 84123
RE: Registration Statement on Form S-1 -
2,000,000 Shares of Class A Common Stock
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Ladies and Gentlemen:
Scudder Law Firm, P.C. has served as legal counsel to Simon Transportation
Services Inc., a Nevada corporation (the "Company"), in the preparation and
filing with the Securities and Exchange Commission of the Company's Registration
Statement on Form S-1 dated January 17, 1997, as amended. Such Registration
Statement was filed pursuant to the requirements of the Securities Act of 1933,
as amended, and the General Rules and Regulations thereunder for the
registration of 2,000,000 shares of Class A Common Stock of the Company
(2,300,000 shares if the underwriters' over-allotment option is exercised in
full), 1,425,000 and 575,000 of which shares will be sold by the Company and
certain stockholders of the Company, respectively. The Company and Richard D.
Simon, the Company's principal stockholder, will sell an additional 100,000 and
200,000 shares of Class A Common Stock, respectively, if the underwriters' over-
allotment option is exercised in full.
In connection with the following opinion, we have examined and have relied
upon such documents, records, certificates, statements, and instruments as we
have deemed necessary and appropriate.
Based upon the foregoing, it is our opinion that the Company's shares of
Class A Common Stock, when and if issued and sold in the manner set forth in the
Registration Statement, will be legally and validly issued, fully paid, and
nonassessable.
The undersigned hereby consents to the filing of this opinion as Exhibit 5
to the Registration Statement and the use of its name in the Registration
Statement under the caption of the prospectus entitled "Legal Matters" and
elsewhere it may appear.
Very truly yours,
Scudder Law Firm, P.C.
By: /s/ Mark A. Scudder
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Mark A. Scudder, Principal
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