Exhibit 5.1

                      [LETTERHEAD OF KENNETH R. MASTERSON]



February 9, 2001

FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120

Ladies and Gentlemen:

     I am the Executive Vice President, General Counsel and Secretary of FedEx
Corporation, a Delaware corporation ("FedEx"), and have participated in the
preparation of the registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of the offer and sale of shares of FedEx's common stock, par value $0.10 per
share (the "Shares"), that may be issued to holders of options granted under the
American Freightways Corporation Amended and Restated 1993 Stock Option Plan,
1989 Stock Option Plan, Amended and Restated Elected Non-Employee Director Stock
Option Plan, Amended and Restated Appointed Non-Employee Director Stock Option
Plan, 1999 Chairman Stock Option Plan, Amended and Restated 1993 Chairman Stock
Option Plan, 1993 Non-Employee Director Stock Option Plan and 1999 Employee
Stock Purchase Plan (each plan, as amended, an "American Freightways Plan," and
collectively, the "American Freightways Plans"), pursuant to the terms and
conditions of the Amended and Restated Agreement and Plan of Merger (the "Merger
Agreement") dated as of November 12, 2000 and amended and restated as of January
5, 2001 among American Freightways Corporation, an Arkansas corporation
("American Freightways"), FedEx and FDX, Inc., a Delaware corporation and
wholly-owned subsidiary of FedEx.

     I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents, corporate records, certificates and other
instruments, and have conducted such other investigations of fact and law, as I
have deemed necessary or advisable for the purpose of rendering this opinion.

     Based upon the foregoing, I am of the opinion that the Shares which are
being registered pursuant to the Registration Statement have been duly
authorized by FedEx, and when issued in the manner contemplated by the
Registration Statement and in accordance with the terms of the Merger Agreement
and the relevant documents relating to each such option, the Shares will be
validly issued, fully paid and nonassessable.

     I am a member of the Bar of the State of Tennessee and the foregoing
opinion is limited to the laws of the State of Tennessee, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.

     I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to me under the caption "Item 5.
Interests of Named Experts and Counsel" in the Registration Statement.

                                           Very truly yours,

                                           /s/ Kenneth R. Masterson

                                               Kenneth R. Masterson
                                               Executive Vice President,
                                               General Counsel and Secretary