Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report 3± 13K
2: EX-1 Exhibit 1.1(A) - Underwriting Agreement 26± 100K
3: EX-1 Exhibit 1.1(B) - Pricing Agreement 3± 16K
4: EX-1 Exhibit 1.1(C) - Pricing Agreement 3± 16K
5: EX-1 Exhibit 1.1(D) - First Supplemental Indenture 60± 248K
6: EX-5 Exhibit 5.1 - Opinion 3± 19K
7: EX-5 Exhibit 5.2 - Opinion 4± 22K
EX-5 — Exhibit 5.2 – Opinion
Exhibit 5.2
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-3897
May 19, 1997
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510-2191
Re: Norfolk Southern Corporation
Registration Statement on Form S-3
(Registration No. 333-24051)
Ladies and Gentlemen:
This opinion is furnished by us as special counsel for
Norfolk Southern Corporation, a Virginia corporation (the "Corporation"),
in connection with the issuance and sale of eight series of Notes, in an
aggregate principal amount of $4,300,000,000 (collectively, the
"Securities") to be issued pursuant to the Underwriting Agreement, dated
May 14, 1997 (the "Base Underwriting Agreement") and the Pricing Agreement,
dated May 14, 1997 (the "Pricing Agreement" and, together with the Base
Underwriting Agreement, the "Underwriting Agreement") between the
Corporation and Merrill Lynch & Co., J.P. Morgan & Co., PaineWebber
Incorporated and Donaldson, Lufkin & Jenrette Securities Corporation, as
representatives for the several underwriters (the "Underwriters"), which
Pricing Agreement incorporates in its entirety all the provisions of the
Base Underwriting Agreement. The Securities are to be issued under the
Indenture, dated as of January 15, 1991 (the "Base Indenture"), between the
Corporation and First Trust of New York, N.A., as successor trustee (the
"Trustee"), as supplemented by a First Supplemental Indenture, dated as of
May 19, 1997 (the "Supplemental Indenture") between the Corporation and the
Trustee.
This opinion is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended (the "Securities Act").
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of (i)
the Registration Statement on Form S-3 (File No. 33-38595), relating to the
issuance and sale from time to time, pursuant to Rule 415 of the General
Rules and Regulations under the Securities Act, of up to $50,000,000
aggregate principal amount of debt securities of the Corporation, filed
with the Securities and Exchange Commission (the "Commission") on January
23, 1991 under the Securities Act (such registration statement, as so
amended, being hereinafter referred to as the "First Related Registration
Statement"); (ii) the Registration Statement on Form S-3 (File No. 333-
20203), relating to the issuance and sale from time to time, pursuant to
Rule 415 of the General Rules and Regulations under the Securities Act, of
up to $1,250,000,000 aggregate principal amount of debt securities,
preferred stock, depositary shares and/or common stock of the Corporation,
filed with the Commission on January 22, 1997 under the Securities Act
(such registration statement, as so amended, being hereinafter referred
to as the "Second Related Registration Statement"); (iii) the Registration
Statement on Form S-3 (File No. 333-24051), relating to the issuance and
sale from time to time, pursuant to Rule 415 of the General Rules and
Regulations under the Securities Act, of up to $3,000,000,000 aggregate
principal amount of debt securities, preferred stock, depositary shares
and/or common stock of the Corporation, filed with the Commission on March
27, 1997 under the Securities Act, Amendment No. 1 thereto filed on May 2,
1997, Amendment No. 2 thereto filed on May 6, 1997, and Amendment No. 3
thereto filed on May 12, 1997 (such registration statement, as so amended,
together with the First Related Registration Statement and the Second
Related Registration Statement, being hereinafter referred to collectively
as the "Registration Statement"); (iv) the Prospectus Supplement, dated
May 14, 1997, together with the Base Prospectus, dated May 14, 1997
(together, the "Prospectus") in the forms thereof filed as part of the
Registration Statement; (v) the Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, on Form T-1 of the Trustee; (vi) the
documents incorporated by reference in the Prospectus through May 14, 1997;
(vii) an executed copy of the Base Indenture; (viii) an executed copy of
the Supplemental Indenture; (ix) the executed Securities; (x) the Base Under-
writing Agreement; (xi) the Pricing Agreement; (xii) the Restated Articles of
Incorporation of the Corporation, as currently in effect; (xiii) the Bylaws
of the Corporation, as currently in effect; and (xiv) resolutions of the
Board of Directors of the Corporation relating to the issuance and sale of
the Securities and related matters. We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such
records of the Corporation and such agreements, certificates of public
officials, certificates of officers or other representative of the
Corporation and others, and such other documents, certificates and
records as we have deemed necessary or appropriate as a basis for the
opinions set forth herein.
In our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, photostatic or
facsimile copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed, or to be
executed, by parties other than the Corporation, we have assumed that such
parties had, or will have, the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution
and delivery by such other parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we did not independently establish or verify, we have relied
upon oral or written statements and representations of officers and other
representatives of the Corporation and others.
We do not express any opinion as to the laws of any
jurisdiction other than the State of New York and the laws of the United
States of America to the extent referred to specifically herein. We have
assumed that (i) the Corporation has duly authorized the issuance of the
Securities and the filing of the Registration Statement under Virginia law;
(ii) the Base Indenture, the Pricing Agreement, the Supplemental Indenture
and the Securities were duly authorized, executed and delivered by the
Corporation under Virginia law; (iii) the choice of New York law in the
Base Indenture is legal and valid under the laws of other applicable
jurisdictions; and (iv) the execution and delivery by the Corporation of
the Pricing Agreement, Base Indenture, Supplemental Indenture and
Securities (collectively, the "Operative Documents") and the performance by
the Corporation of its obligations thereunder do not and will not violate,
conflict with or constitute a default under (A) any agreement or instrument
to which the Corporation or its property is subject (except that we do not
make the assumption set forth in this clause (A) with respect to the
Operative Documents), (B) any law, rule or regulation to which the
Corporation is subject (except that we do not make the assumption set forth
in this clause (B) with respect to those laws, rules and regulations of the
State of New York and the United States of America which, in our
experience, are normally applicable to transactions of the type
contemplated by the Operative Agreements, but without our having made any
special investigation with respect to other laws, rules or regulations),
(C) any judicial or regulatory order or decree of any governmental
authority or (D) any consent, approval, license, authorization or
validation of, or filing, recording or registration with, any governmental
authority. Reference is made to the opinion of William A. Noell, Jr.,
Corporate Counsel to the Corporation, filed as Exhibit 5.1 to the
Registration Statement, with respect to matters under the laws of the
Commonwealth of Virginia, and our opinions set forth herein are subject to
the same limitations, qualifications and assumptions set forth in such
opinion.
Based upon and subject to the foregoing, we are of the
opinion that:
1. The Base Indenture has been duly executed and delivered
by the Corporation under New York law and is a valid and binding agreement
of the Corporation, enforceable against the Corporation in accordance with
its terms, except (a) to the extent that enforcement thereof may be limited
by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws now or hereafter in effect relating to
creditors' rights generally and (ii) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law
or in equity) and (b) we express no opinion as to Section 512 of the Base
Indenture.
2. The Securities have been executed and authenticated in
accordance with the terms of the Base Indenture and the Supplemental
Indenture and delivered to and paid for by the Underwriters in accordance
with the terms of the Underwriting Agreement, and are valid and binding
obligations of the Corporation entitled to the benefits of the Base
Indenture and Supplemental Indenture and enforceable against the
Corporation in accordance with their terms, except (a) to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws now
or hereafter in effect relating to creditors' rights generally and (ii)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity and (b) we express no
opinion as to Section 512 of the Base Indenture.
William A. Noell, Jr., Corporate Counsel of the Corporation,
is permitted to rely upon this opinion for the purpose of delivering his
opinion to the Corporation in his capacity as counsel to the Corporation in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under
the Securities Act. We hereby consent to the use of our name under the
heading "Legal Matters" in the Prospectus. We also hereby consent to the
filing of this opinion with the Commission as Exhibit 5.2 to the
Registration Statement. In giving this consent, we do not thereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the General Rules and Regulations
thereunder. This opinion is expressed as of the date hereof unless
otherwise expressly stated, and we disclaim any undertaking to advise you
of any subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law.
Very truly yours,
Dates Referenced Herein and Documents Incorporated by Reference
4 Subsequent Filings that Reference this Filing
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