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EXHIBIT 5
November 29, 2000
To the Board of Directors of Allied Holdings, Inc.
Gentlemen:
As Vice President, Secretary and General Counsel of Allied Holdings,
Inc., a Georgia corporation (the "Company"), I have reviewed the proceedings in
connection with the registration statement on Form S-8 proposed to be filed with
the Securities and Exchange Commission (the "Commission") relating to the
registration pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), of 1,120,754 shares (the "Shares") of the Company's Common Stock, no par
value per share (the "Common Stock"), reserved for issuance in connection with
the Allied Holdings, Inc. Amended and Restated Long-Term Incentive Plan (the
"Plan"). This opinion is rendered pursuant to Item 8 of Form S-8 and Item
601(b)(5) of Regulation S-K. In the capacity described above, I have reviewed
such documents and made such investigations as I have deemed appropriate in
rendering this opinion.
I am of the opinion that, subject to compliance with the pertinent
provisions of the Securities Act and compliance with such securities or "Blue
Sky" laws of any jurisdiction as may be applicable, when certificates evidencing
the Shares have been duly executed, countersigned, registered, issued and
delivered in accordance with the terms of the Plan, the Shares will be duly and
validly issued and outstanding, fully paid and non-assessable shares of Common
Stock of the Company.
I am a member of the Bar of the State of Georgia. In expressing the
opinions set forth above, I am not passing on the laws of any jurisdiction other
than the laws of the State of Georgia and the Federal law of the United States
of America. I hereby consent to the filing of this opinion or copies thereof as
an exhibit to the registration statement referred to above.
Very truly yours,
/s/ Thomas M. Duffy
Thomas M. Duffy
Vice President-Corporate Affairs
Secretary and General Counsel
