


                                                                 EXHIBIT 5.1




                                                  June 27, 1997



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


Gentlemen:

                  I have  acted  as  counsel  to Coach  USA,  Inc.,  a  Delaware
corporation  (the  "Company")  in  connection  with the  Company's  Registration
Statement  on  Form  S-8  (the  "Registration   Statement"),   relating  to  the
registration  under the Securities  Act of 1933, as amended,  of the issuance of
2,911,000 shares of Common Stock, par value $0.01 per share, of the Company (the
"Shares") issuable upon the exercise of options (the "Options") granted pursuant
to the Coach USA, Inc. 1996 Long Term Incentive Plan (the "Plan").

                  As the basis for the opinions  hereinafter  expressed,  I have
examined such  corporate  records and documents,  certificates  of corporate and
public  officials and such other  instruments as I have deemed necessary for the
purposes of the opinions contained herein. As to all matters of fact material to
such  opinions,  I have  relied  upon the  representations  of  officers  of the
Company.  I have assumed the genuineness of all signatures,  the authenticity of
all documents  submitted to myself as  originals,  and the  conformity  with the
original documents of all documents submitted to myself as copies.

                  Based upon the  foregoing and having due regard for such legal
considerations  as I deem  relevant,  I am of the opinion  that the Shares to be
issued upon proper exercise of the Options have been duly  authorized,  and that
the Shares,  when issued upon proper  exercise of the  Options,  will be validly
issued, fully paid and nonassessable.

                  I  hereby  consent  to the  inclusion  of this  opinion  as an
exhibit to the Registration Statement.

                                                     Very truly yours,

                                                     /s/ Douglas M. Cerny

                                                     Douglas M. Cerny





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