Exhibit
5
June
12,
2006
The
Board
of Directors
Covenant
Transport, Inc.
400
Birmingham Highway
Chattanooga,
TN 37419
Re:
Registration Statement on Form S-8
Gentlemen:
We
have
acted as counsel to Covenant
Transport, Inc., a Nevada corporation (the "Company"), in
connection with its registration statement on Form S-8, filed this date under
the Securities Act of 1933, as amended, with the Securities and Exchange
Commission (the "Registration Statement"), with respect to 1,000,000
authorized
and unissued shares of the Company's Class
A
common stock, par value $0.01 per share ("Common Stock"),
which
may be issued pursuant to awards under the Company's 2006 Omnibus Incentive
Plan
(the "2006 Plan").
We
have
examined all instruments, documents, and records that we deemed relevant and
necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
to
the originals of all documents submitted to us as copies. We express no opinion
concerning any law other than the corporation laws of the State of Nevada.
As to
matters of Nevada corporation law, we have based our opinion solely upon our
examination of such laws and the rules and regulations of the authorities
administering such laws, all as reported in standard, unofficial
compilations.
In
rendering this opinion, we have made such examination of laws as we have deemed
relevant for the purposes hereof. As to various questions of fact material
to
this opinion, we have relied upon representations and/or certificates of
officers of the Company and certificates and documents issued by public
officials and authorities.
Based
upon the foregoing, and subject to the qualifications and limitations stated
herein, we are of the opinion that the 1,000,000 shares of Common Stock that
may
be issued pursuant to awards under the 2006 Plan are duly authorized shares
of
Common Stock, and, when issued against receipt of the consideration therefor
in
accordance with the provisions of the 2006 Plan, will be validly issued, fully
paid, and nonassessable.
We
hereby
consent to be named in the Registration Statement as attorneys passing upon
legal matters in connection with the issuance and sale of the 1,000,000 shares
of Common Stock covered thereby, and we hereby consent to the filing of this
opinion as Exhibit 23.2 to the Registration Statement.
Very
truly yours,
/s/
Scudder Law Firm, P.C., L.L.O.