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                                                                     EXHIBIT 5.1


                          [ALLIED HOLDINGS LETTERHEAD]

                                  June __, 2001


To the Board of Directors of Allied Holdings, Inc.


Gentlemen:

         As Senior Vice President, Secretary and General Counsel of Allied
Holdings, Inc., a Georgia corporation (the "Company"), I have reviewed the
proceedings in connection with the Amendment to the Employee Stock Purchase Plan
to increase the number of shares subject to the Plan by 350,000 shares of the
Company's Common Stock, no par value per share (the "Common Stock). In the
capacity described above, I have reviewed such documents and made such
investigations as I have deemed appropriate in rendering this opinion.

         I am of the opinion that, subject to compliance with the pertinent
provisions of the Securities Act of 1933, as amended, relating to the
registration of the Shares, and compliance with such securities or "Blue Sky"
laws of any jurisdiction as May be applicable, when certificates evidencing the
Shares have been duly executed, countersigned, registered, issue and delivered
in accordance with the terms of the Plan, the Shares will be duly and validly
issued and outstanding, fully paid and non-assessable shares of Common Stock of
the Company.

         I am a member of the Bar of the State of Georgia. In expressing the
opinions set forth above, I am not passing on the laws of any jurisdiction other
than the laws of the State of Georgia and the Federal law of the United States
of America. I hereby consent to the filing of this opinion or copies thereof as
an exhibit to the registration statement referred to above.

                                                Yours very truly


                                                /s/ Thomas M. Duffy
                                                -----------------------------
                                                Thomas M. Duffy
                                                Senior Vice-President
                                                Secretary and General Counsel

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