Exhibit 5.1
                                  December 18, 1997




International Logistics Limited
330 South Mannheim Road
Hillside, IL  60162

         Re:  REGISTRATION STATEMENT ON FORM S-4

Gentlemen:

         We have examined the Registration Statement on Form S-4 filed by you 
with the Securities and Exchange Commission on December 18, 1997 (the 
"Registration Statement"), in connection with the registration of Senior 
Notes due 2007 (the "Notes") of International Logistics Limited (the 
"Company").  We have examined the Indenture, dated October 29, 1997 (the 
"Indenture"), between the Company, the Guarantors named therein and First 
Trust National Association, as Trustee (the "Trustee"), under which the Notes 
are to be issued in exchange for Senior Notes due 2007 of the Company which 
were issued under the Indenture on October 29, 1997 (the "Old Notes").  We 
are familiar with the proceedings heretofore taken by the Company in 
connection with the authorization, registration and issuance of the Notes in 
exchange for the Old Notes.

         Subject to the proposed additional proceedings being taken as now 
contemplated by us as your counsel and as contemplated by the Indenture prior 
to the issuance of the Notes in exchange for the Old Notes, it is our opinion 
that the Notes will, upon the issuance of the Notes in exchange for the Old 
Notes in the manner referred to in the Registration Statement, constitute the 
legal, valid and binding obligations of the Company, enforceable against the 
Company in accordance with their terms, except as limited by bankruptcy, 
insolvency, reorganization, moratorium, fraudulent conveyance or transfer or 
similar laws affecting creditors' rights generally and except as 



International Logistics Limited
December 18, 1997
Page 2

the enforceability of the Notes is subject to the effect of general 
principles of equity including, without limitation, concepts of materiality, 
reasonableness, good faith and fair dealing and the possible unavailability 
of specific performance or injunctive relief, regardless of whether 
considered in a proceeding in equity or at law.

         We consent to the use of this opinion as an exhibit to the 
Registration Statement and to the reference to our name in the Registration 
Statement under "Legal Matters."

                             Respectfully submitted,

                             /s/ Milbank, Tweed, Hadley & McCloy

[EHS/TO]