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EXHIBIT 5.1
[FedEx Corporation letterhead]
April 16, 2002
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 acted as such in
connection with the preparation and filing of a Registration Statement on Form
S-3 (the "Registration Statement") and the prospectus contained therein (the
"Prospectus") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement relates to the offering from time to time, pursuant to
Rule 415 of the General Rules and Regulations of the Commission promulgated
under the Securities Act, by FedEx of the following securities with an aggregate
initial public offering price of up to $1 billion:
(i) FedEx's debt securities (the "Debt Securities"), together with the
guarantees thereof (the "Guarantees") by the guarantors described in the
Registration Statement (the "Guarantors"), to be issued in one or more series
pursuant to an indenture (as amended or supplemented from time to time, the
"Indenture") to be entered into among FedEx, the Guarantors and a trustee to be
selected by FedEx; and
(ii) FedEx's common stock, par value $0.10 per share (the "Common
Stock," and collectively with the Debt Securities and the Guarantees, the
"Securities").
In connection with the opinions expressed below, I or attorneys under
my supervision have examined originals, or copies certified to my satisfaction,
of such agreements, documents, certificates and statements of government
officials and other papers as we have deemed necessary or advisable as a basis
for such opinions. In such examination we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity with the originals of all documents submitted to us as
copies. I or attorneys under my supervision also have examined the form of
Indenture to be filed with the Commission as Exhibit 4.3 to the Registration
Statement.
Based upon the foregoing, it is my opinion that:
1. With respect to the Debt Securities and the Guarantees, when:
(a) the Indenture and any supplemental indentures thereto
have been duly authorized, executed and delivered by
FedEx, the Guarantors and the trustee;
(b) the Indenture has been qualified under the Trust
Indenture Act of 1939, as amended (the "Trust
Indenture Act");
(c) the trustee under the Indenture has been qualified
under the Trust Indenture Act and a Form T-1 has been
filed with the Commission;
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(d) all necessary corporate action to approve the
issuance of and establish the final terms of the Debt
Securities and the Guarantees, the terms of the
offering and related matters has been taken;
(e) the Debt Securities (with the Guarantees endorsed
thereon) have been duly executed and authenticated in
accordance with the terms of the Indenture; and
(f) the Debt Securities have been issued, sold and
delivered in the manner and for the consideration
stated in the applicable definitive purchase,
underwriting or similar agreement, upon payment of
the consideration therefor provided for therein,
the Debt Securities and the Guarantees will be legally issued and the valid and
binding obligations of FedEx and the Guarantors, respectively, enforceable in
accordance with their respective terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or similar laws relating to or affecting creditors' rights generally
and by general equitable principles.
2. With respect to the Common Stock, when:
(a) all necessary corporate action to approve the
issuance of and the terms of the offering of the
shares of Common Stock and related matters has been
taken; and
(b) the shares of Common Stock have been issued and
delivered either (i) in accordance with the
applicable definitive purchase, underwriting or
similar agreement, upon payment of the consideration
therefor provided for therein, or (ii) upon
conversion or exchange of any of the Debt Securities,
in accordance with the terms of such Debt Securities
and the Indenture,
the shares of Common Stock will be legally and validly issued, fully paid and
nonassessable, PROVIDED THAT the consideration therefor is not less than the par
value of the Common Stock.
In connection with the opinions expressed above, I have assumed that at
or prior to the time of the delivery of any such Security, (a) the Registration
Statement, and any amendments thereto (including post-effective amendments), and
any additional registration statement filed under Rule 462 under the Securities
Act will have been declared effective and such effectiveness will not have been
terminated or rescinded; (b) a supplement to the Prospectus will have been
prepared and filed with the Commission describing the Securities offered
thereby; (c) the authorization applicable to such Security will not have been
modified or rescinded; and (d) there shall not have occurred any change in law
affecting the validity or enforceability of such Security. I also have assumed
that none of the terms of any Security to be established subsequent to the date
hereof, nor the issuance and delivery of such Security, nor the compliance by
FedEx or any Guarantor with the applicable terms of such Security will violate
any applicable law or will result in a violation of any provision of any
instrument or agreement then binding upon FedEx or any such Guarantor, or any
restriction imposed by any court or governmental body having jurisdiction over
FedEx or any such Guarantor.
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I do not find it necessary for purposes of this opinion and,
accordingly, do not purport to cover herein the application of the "Blue Sky" or
securities laws of the various states to the sales of the Securities.
I am qualified to practice law in the State of Tennessee and I do not
purport to be an expert on, or to express any opinion herein concerning, any
laws other than the laws of the State of Tennessee, the Delaware General
Corporation Law and the federal laws of the United States.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Matters" in the Prospectus and in any subsequently filed supplements to the
Prospectus. In giving such consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.
Sincerely,
FEDEX CORPORATION
/s/ Kenneth R. Masterson
Kenneth R. Masterson
Executive Vice President, General Counsel and
Secretary
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