Overnite Corp – IPO: ‘S-1/A’ on 7/22/98 – EX-5

As of:  Wednesday, 7/22/98   ·   Accession #:  950130-98-3632   ·   File #:  333-53169

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 3 to Form S-1/A                          3     18K 
 2: EX-1.1      Form of Underwriting Agreement                        35    110K 
 3: EX-4.1      Specimen of Common Stock Certificate                   2     11K 
 4: EX-5        Opinion of Hunton & Williams Re. Legality              2      9K 
 5: EX-10.1     Form of Bank Credit Facility                          98    323K 
 6: EX-10.2     Stock Compensation Plan                               25     95K 
 7: EX-10.3     Stock Purchase & Indemnification Agreement            24     64K 
 8: EX-10.4     Services Agreement                                    10     27K 
 9: EX-10.5     Tax Allocation Agreement                              49    111K 
10: EX-10.6     Computer & Information Tech. Agreements               69    121K 
11: EX-10.7     Pension Plan Agreement                                 4     12K 

EX-5   —   Opinion of Hunton & Williams Re. Legality

EX-5
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                                                                   EXHIBIT 5

[Letterhead of Hunton & Williams] 

                                          File No.:  22222.8
                                                    Direct Dial:  (804) 778-8200

July 21, 1998 

Board of Directors                                                              
Overnite Corporation                                                            
1000 Semmes Avenue                                                              
Richmond, Virginia  23218                                                       

OVERNITE CORPORATION
Registration Statement on Form S-1 (No. 333-53169)
--------------------------------------------------

Gentlemen:                                                                      

We are acting as counsel for Overnite Corporation (the "Company") in        
connection with its Registration Statement on Form S-1, and any amendments      
thereto (the "Registration Statement"), as filed with the Securities and        
Exchange Commission, with respect to 36,960,000 shares of the Company's Common  
Stock, $0.01 par value per share (the "Shares"), which are proposed to be       
offered and sold by the Company as described in the Registration Statement.  In 
connection with the filing of the Registration Statement, you have requested our
opinion concerning certain corporate matters.                                   

In rendering this opinion, we have relied upon, among other things, our     
examination of such records of the Company and certificates of its officers and 
of public officials as we have deemed necessary.                                

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

1. The Company is a corporation duly incorporated, validly existing and in  
good standing under the laws of the Commonwealth of Virginia.                   

  2.  The Shares covered by the Registration Statement have been duly authorized
and, when such shares have been issued as described in the Registration         
Statement, will be legally issued, fully paid and non-assessable.               

We consent to the filing of this opinion with the Securities and Exchange   
Commission as an exhibit to the Registration Statement and to the statement made
in reference to this firm under the caption "Legal Matters" in the Prospectus   
included therein.  In giving this consent, we do not admit that we are within   
the category of persons whose consent is required by Section 7 of the Securities
Act of 1933 or the rules and regulations promulgated thereunder by the          
Securities and Exchange Commission.                                             

EX-5
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Board of Directors                                                              
July 20, 1998                                                                   
Page 2                                                                          

 Very truly yours,

Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		7/22/98							None on these Dates
		7/21/98		1
		7/20/98		2
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