                                                                   Exhibit 5.1





                                 August 6, 2004



Central Freight Lines, Inc.
5601 West Waco Drive
Waco, Texas 76710

     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     Scudder  Law Firm,  P.C.,  L.L.O.  has  served as legal  counsel to Central
Freight Lines,  Inc., a Nevada  corporation (the "Company"),  in the preparation
and  filing  with  the  Securities  and  Exchange  Commission  of the  Company's
Registration  Statement on Form S-8 (the "Registration  Statement")  relating to
the  registration of up to 1,000,000  shares of the Company's  common stock, par
value $0.001 per share (the "Shares"),  which may be offered under the Company's
2004 Employee Stock Purchase Plan (the "Plan"). It is our opinion that:

          1. The Company is a validly  organized and existing  corporation under
     the laws of the State of Nevada.

          2. The  issuance  of the  Shares  pursuant  to the Plan has been  duly
     authorized  by the  Company,  and any Shares  issued and paid for under the
     Plan will be legally issued,  fully paid, and non-assessable  shares of the
     common stock of the Company.


     We hereby  consent to the filing of this  opinion with the  Securities  and
Exchange Commission in connection with the filing of the Registration Statement.


                                 Very truly yours,

                                 SCUDDER LAW FIRM, P.C., L.L.O.



                             By: /s/ Mark A. Scudder
                                 Mark A. Scudder, President


