EXHIBIT 5
[CSX LETTERHEAD]
March 7, 2000
CSX Corporation
One James Center
901 E. Cary Street
Richmond, Virginia 23219
Ladies and Gentlemen:
I am General Counsel-Corporate of CSX Corporation (the "Company")
and am providing this opinion in connection with the filing with the Securities
and Exchange Commission of a registration statement on Form S-8 (the
"Registration Statement") relating to the Greenbrier Savings and Investment Plan
and Trust (the "Plan"). The Registration Statement covers 50,000 shares of
Common Stock of the Company (the "Common Stock") which have been reserved for
issuance under the Plan and Rights to purchase Preferred Stock associated with
the Common Stock (the "Rights").
In connection with the foregoing, I have made such legal and
factual examinations and inquiries as I have deemed necessary or advisable for
the purpose of rendering this opinion.
Based upon the foregoing, I am of the opinion that:
1. The 50,000 shares of Common Stock, when issued or sold in
accordance with the terms and provisions of the Plan, will
be duly authorized, validly issued, fully paid and
non-assessable.
2. All corporate action required under the laws of the
Commonwealth of Virginia has been taken for the Rights,
when issued in accordance with the terms and provisions of
the Rights Agreement, dated as of May 29, 1998, between
the Company and Harris Trust Company of New York, as
rights agent, to be validly issued.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement. I do not admit by giving this consent that I am in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ ELLEN M. FITZSIMMONS
-------------------------
Ellen M. Fitzsimmons
General Counsel-Corporate