


                                                                     EXHIBIT 5.1

                                 August 14, 1997


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

         Re: Registration of Shares Pursuant to Registration Statement
             on Form S-4

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-4 (the "Registration Statement") relating to an
aggregate of 3,500,000  shares (the "Shares") of the Company's Common Stock, par
value $.01 per share.

         In so  acting,  I have  examined  originals,  or  copies  certified  or
otherwise  identified  to my  satisfaction,  of the Second  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 and
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,

                                            /s/ Douglas M. Cerny

                                           Douglas M. Cerny
                                           General Counsel


