Exhibit 5.1
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April 22, 2020 Kansas City Southern 427 West 12th Street Kansas City, Missouri 64105 | | |  | |
Ladies and Gentlemen:
We have acted as New York counsel to Kansas City Southern, a corporation organized under the laws of Delaware (the “Company”), and each of the guarantors listed on Schedule I hereto (the “Guarantors” and, together with the Company, the “KCS Entities”) in connection with the preparation and filing under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on FormS-3 (FileNo. 333-221537) filed with the Commission on November 13, 2017 (the “Registration Statement”), a Prospectus dated November 13, 2017, forming part of the Registration Statement (the “Base Prospectus”), a Prospectus Supplement dated April 20, 2020, relating to the issuance and sale of $550.0 million in aggregate principal amount of the Company’s 3.500% Senior Notes due 2050 (the “Notes”), filed with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). The Notes will be issued pursuant to an Indenture dated December 9, 2015 (the “Base Indenture”), among the Company, as issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Eleventh Supplemental Indenture dated April 22, 2020 (the “Eleventh Supplemental Indenture”), among the Company, the Guarantors and the Trustee. The Base Indenture, as supplemented by the Eleventh Supplemental Indenture, is referred to as the “Indenture”. In connection with the issuance and sale of the Notes, the Company, the Guarantors and BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several Underwriters named in the Underwriting Agreement, acting severally and not jointly (the “Underwriters”), entered into an Underwriting Agreement dated April 20, 2020 (the “Underwriting Agreement”).
As counsel to the KCS Entities, we have reviewed the originals, or copies identified to our satisfaction of (i) the Registration Statement, (ii) the Prospectus, (iii) the Indenture, (iv) the Notes, (v) the Underwriting Agreement and (vi) such certificates of officers of the KCS Entities, and the originals (or copies thereof) of such corporate documents and records of the KCS Entities and such other documents, records and papers as we have deemed necessary as a basis for the opinions expressed below. In our review, we have assumed the genuineness of all signatures, the authenticity of the originals of the documents submitted to us and the conformity to authentic originals of any documents submitted to us as copies. We have relied, as to matters of fact, upon the certificates of public officials and officers of the KCS Entities.
