January 13, 2010
Saia, Inc.
11465 Johns Creek Parkway, Suite 400
Johns Creek, Georgia 30097
Ladies and Gentlemen:
We have acted as special counsel to Saia, Inc., a Delaware corporation (the “Company”), in
connection with the Company’s filing of a Registration Statement on Form S-3 (the “Registration
Statement”) and the prospectus contained therein with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the resale of
up to 2,310,000 shares of common stock, par value $0.001 per share (the “Shares”) to be offered by
the selling stockholders named in the Registration Statement from time to time pursuant to Rule 415
of the rules and regulations promulgated under the Securities Act. The Shares represent shares of
the Company’s common stock issued on December 29, 2009 pursuant to Securities Purchase Agreements
entered into between the Company and each of selling stockholders (the “Securities Purchase
Agreements”) in a transaction exempt from the registration requirements of the Securities
Act.
In connection herewith, we have examined:
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(i) |
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the Amended and Restated Certificate of Incorporation of the Company effective as of
September 30, 2002; |
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(ii) |
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the Amended and Restated By-laws of the Company, as amended July 24, 2008; |
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(iii) |
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the Securities Purchase Agreements; and |
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(iv) |
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the Registration Statement. |
We have also examined originals or copies, certified or otherwise identified to our satisfaction,
of other corporate records, agreements and instruments of the Company, certificates of public
officials and officers of the Company, and such other documents, records and instruments, and we
have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis
for us to render the opinions hereinafter expressed. In our examination of the Registration
Statement and the foregoing, we have assumed the genuineness of all signatures, the legal
competence and capacity of natural persons, the authenticity of all documents submitted to us as
originals and the conformity with authentic original documents of all documents submitted to us as
copies. When relevant facts were not independently established, we have relied without independent
investigation as to matters of fact
Saia, Inc.
January 13, 2010
Page 2
upon statements of governmental officials and upon representations made in or pursuant to the
certificates and statements of appropriate representatives of the Company.
Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments,
qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares
are validly issued, fully paid and non-assessable.
This opinion is not rendered with respect to any laws other than the General Corporation Law of the
State of Delaware. The opinions set forth herein are made as of the date hereof and are subject to,
and may be limited by, future changes in the factual matters set forth herein, and we undertake no
duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and
published or otherwise generally available) on the date hereof, and we assume no obligation to
revise or supplement these opinions should such law be changed by legislative action, judicial
decision or otherwise.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement
and to the use of our name under the caption “Legal Matters” in the prospectus filed as a part
thereof. We also consent to your filing copies of this opinion letter as an exhibit to the
Registration Statement with agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the offering and sale of the Shares. In giving
such consent, we do not thereby concede that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Bryan Cave LLP
Bryan Cave LLP