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EXHIBITS 5.1 AND 23.1
December 12, 2000
The Board of Directors
Arkansas Best Corporation
3801 Old Greenwood Road
Fort Smith, AR 72903
RE: Securities and Exchange Form S-8 Filing Arkansas Best Corporation
Nonqualified Stock Option Plan
Dear Sirs:
As General Counsel for Arkansas Best Corporation, a Delaware corporation
("Company"), I have represented the Company in connection with the registration
with the Securities and Exchange Commission under the Securities Act of 1933 of
1,000,000 shares (the "Shares") of the $0.01 par value common stock (the "Common
Stock") that have been or may be issued by the Company from time to time
pursuant to the Arkansas Best Corporation Nonqualified Stock Option Plan
("Plan").
This opinion is delivered in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act of 1933, as amended (the "Act").
In connection with this opinion, I am familiar with the corporate proceedings
taken by the Company in connection with the authorization of the Plan and the
Shares, and have made such other examinations of law and fact as considered
necessary in order to form a basis for the opinion hereafter expressed.
Based upon the foregoing, I am of the opinion that, assuming that: (1) the
Shares to be sold and issued in the future will be duly issued and sold in
accordance with the terms of the Plan; (2) the Company maintains an adequate
number of authorized but unissued shares and/or treasury shares available for
issuance to those persons who purchase Shares pursuant to the Plan; and (3) the
consideration for the Shares issued pursuant to the Plan is actually received by
the Company as provided in the Plan and exceeds the par value of such shares;
then, the Shares issued or sold in accordance with the terms of the Plan will be
duly and validly issued, fully paid and nonassessable.
I am admitted to the Bar of the State of Arkansas, and I express no opinion as
to the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name wherever appearing in the Registration
Statement and any amendment thereto.
Yours truly,
/s/ Richard F. Cooper
