1
                                                                 Exhibit 5, 23.1


[Dinsmore & Shohl Letterhead]

September 4, 1998



Huffy Corporation
PO Box 1204
Dayton, OH 43401

Ladies and Gentlemen:

     This opinion is rendered for use in connection with the Registration
Statement on Form S-8, prescribed pursuant to the Securities Act of 1933, to be
filed by Huffy Corporation (the "Company") with the Securities and Exchange
Commission on or about September 4, 1998 under which up to $3,500,000 of
interests (the "Interests") in the Company's Master Deferred Compensation Plan
(the "Plan") are to be registered for potential issuance to certain employees of
the Company pursuant to the Plan.

     We hereby consent to the filing of this opinion as Exhibit 5 and 23.1 to
the Registration Statement and to the reference to our name in the Registration
Statement.

     As counsel to the Company, we have examined and are familiar with originals
or copies, certified or otherwise identified to our satisfaction, of such
statutes, documents, corporate records, certificates of public officials, and
other instruments as we have deemed necessary for the purpose of this opinion,
including the Company's Articles of Incorporation and Code of Regulations, both
as amended, and the record of proceedings of the shareholders and directors of
the Company.

     Based upon the foregoing, we are of the opinion that:

     1. The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of Ohio.

     2. When the Registration Statement shall have been declared effective by
order of the Securities and Exchange Commission and up to $3,500,000 of
Interests to be issued pursuant to the Plan shall have been issued upon the
terms set forth in the Plan, such Interests will be legally and validly issued
and outstanding.

Very truly yours,

DINSMORE & SHOHL LLP

/s/ Charles F. Hertlein, Jr.

Charles F. Hertlein Jr.