May 18,
2009
Board of
Directors
Covenant
Transportation Group, Inc.
400
Birmingham Highway
Chattanooga,
Tennessee 37419
Re: Covenant Transportation Group,
Inc.
Post-effective
Amendment No. 1 to Form S-8 Registration Statement
(File No.
333-134939)
Ladies
and Gentlemen:
We have
acted as counsel to Covenant Transportation Group, Inc., a Nevada corporation
(the "Company"), in connection with its Post-effective Amendment No. 1 to Form
S-8, filed this date under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission (the "Post-effective Amendment"), with
respect to registration of an additional 700,000 authorized and unissued shares
of the Company's Class A common stock, par value $0.01 per share (the "Common
Stock"), which may be issued pursuant to awards under the Company's Amended and
Restated 2006 Omnibus Incentive Plan (the "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.
Based
upon the foregoing, and subject to the qualifications and limitations stated
herein, we are of the opinion that the 700,000 additional shares of Common Stock
that may be issued pursuant to awards under the Plan are duly authorized shares
of Common Stock, and, when issued against receipt of the consideration therefor
in accordance with the provisions of the Plan, will be validly issued, fully
paid, and non-assessable.
We hereby
consent to be named in the Post-effective Amendment as attorneys passing upon
legal matters in connection with the issuance of the 700,000 additional shares
of Common Stock covered thereby, and we hereby consent to the filing of this
opinion as Exhibit 5 to the Post-effective Amendment.
|
SCUDDER
LAW FIRM, P.C., L.L.O.
|
|
|
|
|
|
By:
|
/s/
Heidi Hornung-Scherr
|
|
|
Heidi
Hornung-Scherr
|
|
|
Principal
|