Exhibit 5.2
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-3897
April 29, 1999
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510-2191
Re: Norfolk Southern Corporation
Registration Statement S-3 (Registration No. 333-67937)
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 a series of Notes, in an aggregate principal
amount of $400,000,000 (collectively, the "Securities") to be issued pursuant to
the Underwrit ing Agreement, dated April 21, 1999 (the "Base Underwriting
Agreement"), among the Corporation and J.P. Morgan Securities Inc. and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Underwriters") and the Pricing Agreement, dated April 21, 1999 (the "Pricing
Agreement," and together with the Base Underwriting Agreement, the "Underwriting
Agreement") between the Corpo ration and 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, National Association (whose name has been changed to
U.S. Trust Bank National Association), as successor trustee (the "Trustee"), as
supplemented by a First Supplemental Indenture, dated as of May 19, 1997 (the
"First Supplemental Indenture") between the Corporation and the Trustee and a
Second Supplemental Indenture, dated April 26, 1999, between the Corporation
and the Trustee (the
"Second Supplemental Indenture") (the Base Indenture, the First Supplemental
Indenture and the Second Supplemental Indenture, collectively, the "Indenture").
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. 333-67937), 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 $1,000,000,000 aggregate
principal amount of debt securi ties, preferred stock, depositary shares and/or
common stock of the Corporation, filed with the Commission on November 25, 1998
under the Securities Act (such registra tion statement, as so amended, being
hereinafter referred to as the "Registration Statement"); (ii) the Prospectus
Supplement, dated April 21, 1999, together with the Base Prospectus, dated
November 25, 1998 (together, the "Prospectus") in the forms thereof filed as
part of the Registration Statement; (iii) the Statement of Eligibility under the
Trust Indenture Act of 1939, as amended, on Form T-1 of the Trustee; (iv) the
documents incorporated by reference in the Prospectus through April 26, 1999;
(v) an executed copy of the Indenture; (vi) the executed Securities and (vii) an
executed copy of the Underwriting Agreement. 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 representatives 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 submit ted to us as originals, the conformity to original documents of
all documents submit ted 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, we have assumed that the
parties thereto, including the Corporation, have been duly organized and are
validly existing under the laws of their respective jurisdictions of
organization, 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
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delivery by such other parties of such documents and, except as set forth in
para graphs 1 and 2 below, 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 federal laws of the United
States of America to the extent referred to specifically herein. We have assumed
that (i) the Corporation has complied with all aspects of Virginia law in
connection with the transactions contemplated by the Underwriting Agreement, the
Indenture and the Securities (collectively, the "Operative Documents"); (ii) the
Operative Documents were duly authorized, executed and delivered by the
Corporation under Virginia law; (iii) the choice of New York law in the
Indenture is legal and valid under the laws of the applicable jurisdictions; and
(iv) the execution and delivery by the Corporation of 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 Corpora tion
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 Documents,
but without our having made any special investigation with respect to other
laws, rules or regula tions), (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.
Based upon and subject to the foregoing, we are of the opinion
that:
1. The 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, insol vency, reorganization, moratorium, fraudulent transfer or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles
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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 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
Indenture and enforce able 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) 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 ex pressly stated, and we disclaim any undertaking
to advise you of any subsequent changes of the facts stated or assumed herein or
any subsequent changes of the facts stated or assumed herein or any subsequent
changes in applicable law.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
____________________________________________
Skadden, Arps, Slate, Meagher & Flom LLP
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