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Exhibit 5.1

GRAPHIC

Tel 214.220.7700 Fax 214.220.7716

July 9, 2010

Arkansas Best Corporation.
3801 Old Greenwood Road
Fort Smith, Arkansas 72903

Re: Registration Statement on Form S-3 (the "Registration Statement")

Ladies and Gentlemen:

        We have acted as counsel for Arkansas Best Corporation, a Delaware corporation (the "Company"), with respect to certain legal matters in connection with the preparation of a registration statement on Form S-3 filed on the date hereof and to which this opinion is an exhibit (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") relating to the offer and sale of:

all of which may be issued and sold from time to time pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). The Common Stock, Preferred Stock, Debt Securities, Guarantees, Depositary Shares and Warrants are collectively referred to herein as the "Securities."


Vinson & Elkins LLP Attorneys at Law
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First City Tower, 1001 Fannin Street, Suite 2500
Houston, TX 77002-6760
Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com

        We have also participated in the preparation of the Prospectus (the "Prospectus") contained in the Registration Statement. The Securities will be offered in amounts, at prices and on terms to be determined in light of market conditions at the time of sale and to be set forth in supplements (each a "Prospectus Supplement") to the Prospectus contained in the Registration Statement.

        We have reviewed originals or copies, certified or otherwise identified to our satisfaction, of (i) the Restated Certificate of Incorporation, the Certificate of Designations of $2.875 Series A Cumulative Convertible Exchangeable Preferred Stock, and the Certificate of Amendment to the Restated Certificate of Incorporation of the Company, (ii) the Second Amended and Restated Bylaws of the Company, (iii) the Registration Statement, including the Prospectus, (iv) the form of Senior Indenture filed as an exhibit to the Registration Statement (the "Senior Indenture"), (v) the form of Subordinated Indenture filed as an exhibit to the Registration Statement (the "Subordinated Indenture" and, together with the Senior Indenture, the "Indentures"), (vi) resolutions of the board of directors of the Company and (vii) such other certificates and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In addition, we have reviewed certain certificates of officers of the Company and of public officials, we have relied on such certificates with respect to certain factual matters that we have not independently established and we have reviewed such questions of law as we considered appropriate.

        In connection with rendering the opinions set forth below, we have assumed that:

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        Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

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        We express no opinions concerning (a) the validity or enforceability of any provisions contained in the Indentures or any supplemental indenture that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law; or (b) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.

        The foregoing opinions are limited to the laws of the State of New York, the Constitution of the State of Delaware, and the Delaware General Corporation Law, as interpreted by the courts of the State of Delaware and of the United States. For purposes of this opinion, we assume that the Securities will be issued in compliance with all applicable state securities or blue sky laws.

        We express no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign, or to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. The opinions expressed herein are given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.

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        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption "Legal Matters." In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations issued thereunder.

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