Exhibit 5.1


[BAIRD, HOLM, McEACHEN, PEDERSEN, HAMANN & STRASHEIM LLP LETTERHEAD]


August 3, 2004

Werner Enterprises, Inc.
14507 Frontier Road
P.O. Box 45308
Omaha, Nebraska 68145-0308

     Re:  Form S-8 Registration Statement

Ladies and Gentlemen:

      We  have  acted as corporate counsel to Werner Enterprises,
Inc.  (the "Company"), a Nebraska corporation, in connection with
the preparation and filing by the Company with the Securities and
Exchange  Commission (the "Commission") under the Securities  Act
of  1933,  as amended (the "Act"), the Registration Statement  on
Form  S-8 (the "Registration Statement") relating to the issuance
by the Company of 5,416,666 shares of the Company's Common Stock,
par  value  $.01  per share (the "Shares"), from  time  to  time,
pursuant  to  the Werner Enterprises, Inc. Amended  and  Restated
Stock Option Plan, as amended (the "Plan").

      This  opinion  is  being furnished in accordance  with  the
requirements of Item 601 of Regulation S-K of the Act.

      In connection with this opinion, we have examined originals
or  certified  or  photostatic copies  of  such  records  of  the
Company,  certificates  of officers of  the  Company  and  public
officials, and such other documents that we have deemed  relevant
or necessary as the basis for the opinions hereinafter expressed,
including the following (i) the Articles of Incorporation of  the
Company, as amended to date, (ii) the Revised and Restated Bylaws
of  the  Company,  as  amended to date,  (iii)  the  Registration
Statement,  (iv) certified resolutions of the Board of Directors,
and  (v) the Plan.  In all such examinations, we have assumed the
genuineness  of  all signatures, and the conformity  to  original
documents submitted as certified or photostatic copies,  and  the
authenticity of originals.

      Subject to the foregoing, it is our opinion that the Shares
have been duly authorized and, when issued and delivered pursuant
to  the  Plan,  and  when the Registration Statement  shall  have
become  effective, will be legally issued and will be fully  paid
and nonassessable.



     We consent to your filing this opinion as Exhibit 5.1 to the
Registration  Statement.   In giving  such  consent,  we  do  not
thereby  admit  that we are included in the category  of  persons
whose  consent  is required under Section 7 of the  Act,  or  the
rules and regulations of the SEC promulgated thereunder.

     This  opinion letter is limited to the matters stated herein
and  no  opinions may be implied or inferred beyond  the  matters
expressly  stated herein.  This opinion letter  has  been  issued
solely  for the benefit of and may be relied upon only by  Werner
Enterprises, Inc. and no other party or entity shall be  entitled
to  rely hereon without the express written consent of this firm.
Without our prior written consent, this opinion letter may not be
quoted,  in  whole or in part, or otherwise referred  to  in  any
document  or  report and may not be furnished to  any  person  or
entity, except as may be required by applicable law.


                                Respectfully submitted,

                                /s/ Baird, Holm, McEachen, Pedersen,
                                Hamann & Strasheim LLP

                                BAIRD, HOLM, McEACHEN, PEDERSEN
                                HAMANN & STRASHEIM LLP



DOCS/622120.1