8

Exhibit 5.1

                                 August 15, 1996



Smithway Motor Xpress Corp.
Rural Route #5
Fort Dodge, Iowa 50501


Ladies and Gentlemen:

     This opinion is rendered in connection with a Registration Statement on
Form S-8 (the "Registration Statement") to be filed by Smithway Motor Xpress
Corp., a Nevada corporation,(the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933.  The Registration Statement
relates to the registration of shares of the Company's Class A Common Stock,
par value $.01 per share (the "Shares"), which are to be offered under the
Company's Incentive Stock Plan (the "Plan").  It is my opinion that:

            1.    The Company is a validly organized and existing corporation
      under the laws of the State of Nevada.

            2.     All necessary corporate action has been duly taken to
      authorize the establishment of the Plan, the issuance of Shares under
      the Plan, and the registration of the Shares covered by the Registration
      Statement under the Securities Act of 1933.

            3.     The Shares, when issued and paid for in accordance with the
      Plan and any agreements evidencing awards of the Shares, will be legally
      issued, fully paid and non-assessable shares of the Class A Common Stock
      of the Company.

     I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration
Statement.

                                    Very truly yours,



                                    /s/ Mark A. Scudder
                                    Mark A. Scudder