
                                                                     EXHIBIT 5.1

                                  May 20, 1997

Coach USA, Inc.
One Riverway, Suite 600
Houston, Texas 77056-1903

     Re:  Registration of Shares Pursuant to Registration Statement on Form S-1

Ladies and Gentlemen:

     I am the Senior Vice President and General Counsel of Coach USA, Inc., a
Delaware corporation (the "Company"), and have acted as counsel to the Company
in connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-3 (the "Registration Statement") relating to
an aggregate of 1,931,481 shares of the Company's Common Stock, par value $.01
per share, to be sold by certain selling shareholders.

     In so acting, I have examined originals, or copies certified or otherwise
identified to my satisfaction, of the Amended and Restated Certificate of
Incorporation of the company, the By-laws of the Company and such other
documents, records, certificates and other instruments as in my judgment are
necessary or appropriate for purposes of this opinion.

     Based on the foregoing, I am of the opinion that the Shares have been duly
authorized and validly issued by the Company and are fully paid for an
non-assessable.

     I render this opinion as a member of the Bar of the State of Texas and
express no opinion as to any law other than the General Corporation Law of the
State of Delaware.

     I consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of my name under the caption "Legal Matters" in the
Registration Statement. In giving this consent, I do not admit that I am acting
within the category of persons whose consent is required under Section 7 of the
Act.

                                          Very truly yours,

                                          Douglas M. Cerny
                                          General Counsel
