Attached files
Exhibit 5.1
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411 SOUTH 13TH STREET, SUITE 200 • LINCOLN NE 68508 • P: 402.435.3223 • F: 402.435.4239 • WWW.SCUDDERLAW.COM
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July 24, 2020
Heartland Express, Inc.
901 North Kansas Avenue
North Liberty, Iowa 52317
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Re:
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Heartland Express, Inc.
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Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel to Heartland Express, Inc., a Nevada corporation (the “Company”) in connection with the
Registration Statement on Form S-3 (File No. 333-239983) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Statement, as supplemented
by the prospectus supplement dated July 21, 2020, filed by the Company pursuant to pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act (the “Prospectus Supplement”), the selling stockholder named in the
Prospectus Supplement (the “Selling Stockholder”) is selling up to 3,750,000 shares (the “Shares”) of the Company’s common stock, par value $.01 per share. The Shares are to be sold by the Selling Stockholder pursuant to an underwriting agreement
(the “Underwriting Agreement”) among the Company, the Selling Stockholder, and the Underwriter named therein.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K, 17
C.F.R. § 229.601(b)(5).
In rendering the opinion set forth below, we have examined and relied upon originals, or copies certified or
otherwise identified to our satisfaction, of (a) the Registration Statement and the prospectus included therein; (b) the Prospectus Supplement; (c) the Underwriting Agreement; and (d) such other documents, records, certificates, and other instruments
as in our judgment are necessary or appropriate for purposes of this opinion. We have relied upon statements and representations of officers and other representatives of the Company as to factual matters without having independently verified such
factual matters.
In our examination of the aforesaid documents, we have assumed without verification the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents
submitted to us as copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the internal laws of the State of Nevada. We express no
opinion herein as to any other laws, statutes, ordinances, rules, or regulations.
Based upon and subject to the assumptions, limitations, and qualifications stated herein, we are of the opinion that
the Shares have been duly authorized and are validly issued, fully paid, and nonassessable.
Our opinion represents the reasoned judgment of Scudder Law Firm, P.C., L.L.O., as to certain matters of law stated
herein and should not be considered or construed as a guaranty. This opinion letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion letter speaks as of
the date hereof. Our opinion is subject to future changes in law or fact, and we disclaim any obligation to advise you of or update this opinion for any changes of applicable law or facts that may affect matters or opinions set forth herein.
We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K
dated July 24, 2020, and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement and any amendments thereto. In giving this opinion and consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
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Very truly yours,
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/s/ SCUDDER LAW FIRM, P.C., L.L.O.
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SCUDDER LAW FIRM, P.C., L.L.O.
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By:
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Heidi Hornung-Scherr
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Principal
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