Exhibit 5.1
[NORFOLK SOUTHERN CORPORATION LOGO]
Norfolk Southern Corporation James A. Squires
Law Department Vice President - Law
Three Commercial Place
Norfolk, Virginia 23510-9241
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Writer's Direct Dial Number
(757) 629-2845
(757) 823-5764 (FAX)
E-mail: jim.squires@nscorp.com
May 21, 2004
Norfolk Southern Railway Company
Three Commerce Place
Norfolk, Virginia 23510-2191
PRR Newco, Inc.
Three Commerce Place
Norfolk, Virginia 23510-2191
Re: Norfolk Southern Railway Company; PRR Newco, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
I am Vice President-Law of Norfolk Southern Corporation, a Virginia
corporation ("Norfolk Southern"), and have acted as counsel to Norfolk Southern
Railway Company, a Virginia corporation and a wholly-owned subsidiary of Norfolk
Southern ("NSR"), and PRR Newco, Inc., a Virginia corporation and a wholly-owned
subsidiary of NSR ("PRR Newco"), in connection with (A) the offer to exchange
(the "Exchange Offer") (i) a new series of debt securities (the "NSR 9-3/4%
Notes") to be issued by PRR Newco and fully and unconditionally guaranteed by
NSR under the Base Indenture and the First Supplemental Indenture (together, the
"PRR Newco Indenture") to be entered into by and among PRR Newco, NSR and The
Bank of New York, as trustee (the "Trustee"), for 58% of the outstanding
principal amount of 9-3/4% Debentures due June 15, 2020 of Consolidated Rail
Corporation ("Conrail") (the "Outstanding 9-3/4% Debentures") and (ii) a new
series of debt securities (together with the NSR 9-3/4% Notes, the "NSR Notes")
to be issued by PRR Newco and fully and unconditionally guaranteed by NSR under
the PRR Newco Indenture for 58% of the outstanding principal amount of 7-7/8%
Debentures due May 15, 2043 of Conrail (together with the Outstanding 9-3/4%
Debentures, the "Debentures"), (B) the solicitation of consents of the holders
of outstanding Debentures to certain amendments to the Indenture, dated as of
May 1, 1990, as supplemented and amended, between Conrail and JP Morgan Chase
Bank, as trustee, pursuant to which the Debentures were issued, and (C) the
other transactions contemplated by the Distribution Agreement to be entered into
by and among Norfolk Southern, NSR, CSX Corporation, Conrail and the other
entities party thereto (the "Distribution Agreement").
This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement on Form S-4 to be filed with the Securities and Exchange
Commission (the "Commission") on the date hereof under the Act by NSR and PRR
Newco (the "NSR Registration Statement"); (ii) the form of PRR Newco Indenture;
(iii) the Form T-1 of the Trustee filed as an exhibit to the NSR Registration
Statement; and (iv) the form of the NSR Notes. I have also examined originals or
copies, certified or otherwise identified to my satisfaction, of such records of
PRR Newco, NSR and Norfolk Southern and such other documents, certificates,
resolutions and corporate or other records as I have deemed necessary or
appropriate as a basis for rendering the opinions set forth below.
In rendering the opinions set forth herein, I have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as facsimile, electronic,
certified or photostatic copies, and the authenticity of the originals of such
copies. In making my examination of executed documents or documents to be
executed, I have assumed that the parties thereto, other than PRR Newco, NSR and
Norfolk Southern, as applicable, 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 the execution
and delivery by such parties of such documents and the validity and binding
effect thereof on such parties. I have also assumed that (i) the PRR Newco
Indenture will be executed and delivered in substantially the form reviewed by
me, (ii) the choice of New York law to govern the PRR Newco Indenture is a valid
and legal provision, (iii) the PRR Newco Indenture will be duly authorized,
executed and delivered by the Trustee and any NSR Notes that may be issued will
be duly authenticated in accordance with the PRR Newco Indenture, and (iv) the
Trustee's certificates of authentication of the NSR Notes will be manually
signed by one of the Trustee's authorized officers and the NSR Notes, in the
form issued in the Exchange Offer, will conform to the form thereof attached to
the PRR Newco Indenture and examined by me. As to any facts material to the
opinions expressed herein that I did not independently establish or verify, I
have relied upon statements and representations of PRR Newco, NSR and Norfolk
Southern and their respective officers and other representatives and others.
My opinions set forth herein are limited to the laws of the
Commonwealth of Virginia which, in my experience, are normally applicable to
transactions of the type contemplated by the Exchange Offer, and, to the extent
that judicial or regulatory orders or decrees or consents, approvals, licenses,
authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all of
the foregoing being referred to as "Opined on Law"). I do not express any
opinion with respect to the law or any jurisdiction other than Opined on Law or
as to the effect of any such non opined on law on the opinions herein stated.
The opinions set
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forth herein are based on laws in effect on the date hereof, which laws are
subject to change with possible retroactive effect.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, I am of the opinion
that when the NSR Registration Statement has become effective under the
Securities Act, the PRR Newco Indenture (in the form examined by me) has been
duly executed and delivered by each party thereto, the NSR Notes (in the form
examined by me) have been duly executed and authenticated in accordance with the
terms of the PRR Newco Indenture and have been delivered upon consummation of
the Exchange Offer against receipt of Debentures surrendered in exchange
therefor in accordance with the terms of the Exchange Offer as described in the
NSR Registration Statement, the NSR Notes will constitute legal, valid and
binding obligations of PRR Newco and NSR, enforceable against each of them in
accordance with their terms, except to the extent that enforcement thereof may
be limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to
creditors' rights generally and (2) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity).
In rendering the opinion set forth above, I have assumed that the
execution and delivery by each of NSR and PRR Newco of the PRR Newco Indenture
and the NSR Notes and the performance by each of them of its obligations
thereunder do not and will not violate, conflict with or constitute a default
under any agreement or instrument to which NSR, PRR Newco or their respective
properties is subject, except for those agreements and instruments which have
been identified to me by each of NSR and PRR Newco as being material to it and
which are listed as exhibits to NSR's Annual Report on Form 10-K.
I hereby consent to the filing of this opinion with the Commission
as an exhibit to the NSR Registration Statement. I also consent to the reference
to me under the caption "Legal Matters" in the NSR Registration Statement. In
giving this consent, I do not thereby admit that I am included in the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission. This opinion is expressed as of the date hereof
unless otherwise expressly stated, and I disclaim any undertaking to advise you
of any subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law.
Very truly yours,
/s/ James A. Squires, Esq.
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