CLETHA A. WALSTRAND
                                 Attorney at Law
                           8 East Broadway, Suite 609
                            Salt Lake City, UT 84111
                   Office: 801-363-0890     Fax: 801-363-8512
                             cwalstrand@networld.com

                                             March  29,  2002


The  Board  of  Directors
Alaska  Freightways,  Inc.
300  East  54th  Ave.,  Suite  200
Anchorage,  AK  99518

Gentlemen:

     We  have  been  retained  by  Alaska  Freightways, Inc. (the "Company"), in
connection  with  the  Registration  Statement on Form SB-2 filed by the Company
with  the  Securities  and  Exchange  Commission  (the "Registration Statement")
relating  to  300,000  shares  of common stock, par value $0.001 per share.  You
have  requested  that  we  render  an  opinion as to whether the common stock as
proposed  to be issued on the terms set forth in the Registration Statement will
be  validly  issued,  fully  paid  and  non-assessable.

     In  connection  with  this  engagement,  we  have  examined  the following:

     1.     the  articles  of  incorporation  of  the  Company;

     2.     the  Registration  Statement;

     3.     the  bylaws  of  the  Company;  and

     4.     unanimous  consents  of  the  board  of  directors.

     We  have  examined such other corporate records and documents and have made
such  other  examinations  as  we  deemed  relevant.

     Based  upon the above examination, we are of the opinion that the shares of
common  stock  proposed to be issued pursuant to the Registration Statement, are
validly  authorized  and,  when issued in accordance with the terms set forth in
the  Registration  Statement,  will  be  validly  issued,  fully  paid,  and
non-assessable.

     We  hereby  consent  to  being  named  in  the  Prospectus  included in the
Registration  Statement  as  having rendered the foregoing opinion and as having
represented  the  Company  in  connection  with  the  Registration  Statement.

                              Sincerely  yours,



                              Cletha  A.  Walstrand
                              Attorney  at  Law