8
Exhibit 5.1

                                                August 13, 1996



Smithway Motor Xpress Corp.
Rural Route #5
Fort Dodge, IA  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. (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 Outside
Director Stock Option 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

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