EX-5.1 4 transport024343_ex5-1.htm OPINION RE: LEGALITY Transport Corporation of America, Inc. Exhibit 5.1

EXHIBIT 5.1


ROBINS, KAPLAN, MILLER & CIRESI L.L.P.
2800 LaSalle Plaza
800 LaSalle Avenue
Minneapolis, MN 55402-2015


September 6, 2002

TRANSPORT CORPORATION OF AMERICA, INC.
1715 Yankee Doodle Road
Eagan, MN 55121


Re: Registration Statement on Form S-8
Chief Executive Officer Stock Option Plan
Registration of 128,501 shares of Common Stock

Ladies and Gentlemen:

           This opinion is furnished in connection with the registration under the Securities Act of 1933 on Form S-8 of 128,501 shares of Common Stock, $0.01 par value, of TRANSPORT CORPORATION OF AMERICA, INC. (the “Company”) offered pursuant to the Chief Executive Officer Stock Option Plan (the “Option”).

           We advise you that it is our opinion, based on our familiarity with the affairs of the Company and upon our examination of pertinent documents, that the 128,501 shares of Common Stock to be issued by the Company pursuant to the Option will, when paid for and issued, be validly issued and lawfully outstanding, fully paid and nonassessable shares of Common Stock of the Company.

           The undersigned hereby consents to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement with respect to said shares of Common Stock under the Securities Act of 1933.


               Sincerely,

               /s/ ROBINS, KAPLAN, MILLER & CIRESI L.L.P.