EXHIBIT 5


                         [FORWARD AIR CORPORATION LOGO]


                                    January 7, 2000

     The Board of Directors of
     Forward Air Corporation
     430 Airport Road
     Greeneville, Tennessee 37745

     Re:  Registration Statement on Form S-8

     Ladies and Gentlemen:

     I have acted as your counsel in the preparation of a registration statement
     on Form S-8 (the "Registration Statement") relating to the Company's 1999
     Stock Option and Incentive Plan (the "Plan"), filed by you with the
     Securities and Exchange Commission covering 1,000,000 shares (the "Shares")
     of $0.01 par value common stock of the Company issuable pursuant to the
     Plan.

     In so acting, I have examined and relied upon such records, documents and
     other instruments as in my judgment are necessary or appropriate in order
     to express the opinion hereinafter set forth and have assumed the
     genuineness of all signatures, the authenticity of all documents submitted
     to me as originals and the conformity to the original documents of all
     documents submitted to me as certified or photostatic copies.

     Based on the foregoing, I am of the opinion that the Shares, when issued
     pursuant to and in accordance with the Plan, will be validly issued, fully
     paid, and nonassessable.

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

     Very truly yours,

     /s/ Richard H. Roberts
     Senior Vice President, General Counsel
     and Secretary