EXHIBIT 5.1


                              DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017

                                                212-450-4000





                                                       April 30, 2001






FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120

Ladies and Gentlemen:

         We have acted as special counsel to FedEx Corporation, a Delaware
corporation (the "Company"), in connection with the Company's offer (the
"Exchange Offer") to exchange its 6 5/8% notes due February 12, 2004, its 6 7/8%
notes due February 15, 2006 and its 7 1/4% notes due February 15, 2011
(collectively, the "New Notes") for any and all of its outstanding 6 5/8% notes
due February 12, 2004, its 6 7/8% notes due February 15, 2006 and its 7 1/4%
notes due February 15, 2011 (collectively, the "Old Notes"). The Old Notes were
issued, and it is proposed that the New Notes be issued, under an indenture
dated as of February 12, 2001 among the Company, the Guarantors named therein
and The Bank of New York, as trustee (the "Trustee"), as supplemented by a
Supplemental Indenture No. 1 dated as of February 20, 2001 among the Company,
the Guarantors named therein, the Additional Guarantors named therein and the
Trustee and a Supplemental Indenture No. 2 dated as of April 27, 2001 among the
Company, the Guarantors named therein, the Additional Guarantors named therein
and the Trustee, (as so supplemented and as may be further supplemented or
amended from time to time, the "Indenture").

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for the purpose of rendering this opinion.








FedEx Corporation                     2                           April 30, 2001

         Upon the basis of the foregoing and assuming the due authorization,
execution and delivery of the Indenture by the parties thereto, we are of the
opinion that the New Notes, when authorized, executed, authenticated and
delivered in exchange for the Old Notes in accordance with the terms of the
Exchange Offer and the Indenture, will be valid and binding obligations of the
Company enforceable in accordance with their terms, except (i) as such
enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or
similar laws affecting creditors' rights generally, (ii) as such enforcement may
be limited by general principles of equity, regardless of whether enforcement is
sought in a proceeding at law or in equity and (iii) to the extent that a waiver
of rights under any usury or stay law may be unenforceable.

         We hereby confirm the opinion set forth under the caption "Taxation" in
the prospectus that is part of the Registration Statement on Form S-4 filed by
the Company with the Securities and Exchange Commission on April 30, 2001.

         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Exchange Offer. We also consent to the
references to us under the caption "Validity of the New Notes" in the prospectus
contained in such Registration Statement.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent except that The Bank of New York, as Exchange Agent for the Exchange
Offer, may rely upon this opinion as if it were addressed directly to it.

                                            Very truly yours,

                                            /s/ Davis Polk & Wardwell