Exhibit 5.1
[Wachtell, Lipton, Rosen & Katz Letterhead]
[FORM OF OPINION]
[DRAFT]
CSX Transportation, Inc.
NYC Newco, Inc.
500 Water Street, 15th Floor
Jacksonville, Florida 32202
Ladies and Gentlemen:
We have acted as special counsel to CSX Transportation, Inc. ("CSXT") and
NYC Newco, Inc. ("NYC NEWCO," and together with CSXT, the "CSX PARTIES," each of
which is a Virginia corporation), a wholly owned subsidiary of CSXT, in
connection with the offer to exchange certain unsecured debt of Consolidated
Rail Corporation, a Pennsylvania corporation ("CONRAIL"), and the solicitation
of certain consents in conjunction therewith (such exchange offer and consent
solicitation, together with any extensions, supplements and amendments thereof
and thereto, collectively referred to herein as the "EXCHANGE OFFER"),
specifically (a) 7 -7/8% Debentures due May 15, 2043 (the "2043 DEBENTURES") for
(i) unsecured notes issued by NYC Newco and fully and unconditionally guaranteed
by CSXT, representing approximately 42% of the aggregate principal amount of the
2043 Debentures exchanged in the Exchange Offer, and (ii) a cash payment, and
(b) 9 -3/4% Debentures due June 15, 2020 (the "2020 DEBENTURES," and together
with the 2043 Debentures, the "CONRAIL DEBENTURES") for (i) unsecured notes (all
such issued unsecured notes, together with any and all unsecured notes issued by
NYC Newco in exchange for 2043 Debentures, the "CSXT NOTES") issued by NYC Newco
and fully and unconditionally guaranteed by CSXT, representing approximately 42%
of the aggregate
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principal amount of the 2020 Debentures exchanged in the Exchange Offer, and
(ii) a cash payment. The Exchange Offer is being conducted in connection with
the proposed disposition of (a) Pennsylvania Lines LLC, a wholly-owned
subsidiary of Conrail, to Norfolk Southern Corporation ("NSC"), a Virginia
corporation, and its designated subsidiaries, including Norfolk Southern Railway
Company ("NSR") and (b) New York Central Lines LLC, a wholly-owned subsidiary of
Conrail, to CSXT (the "DISTRIBUTION").
The CSXT Notes have been registered under the Securities Act of 1933, as
amended, on a registration statement on Form S-4 (No.333-114796) (as it may be
amended or supplemented, the "CSXT REGISTRATION STATEMENT"). The terms and
conditions of the CSXT Notes are set forth in an indenture (the "NYC NEWCO
INDENTURE"), to be entered into among NYC Newco, CSXT and The Bank of New York,
as trustee.
In rendering this opinion, we have examined the CSXT Registration
Statement, the NYC Newco Indenture, the form of the CSXT Notes, the form of the
Conrail Debentures and such other documents, records and other matters as we
have deemed necessary or appropriate in order to give the opinions set forth
herein.
In giving the opinions contained herein, we have, with your consent,
relied upon representations of officers of the CSX Parties and governmental
officials with respect to factual matters addressed by such representations. We
have, with your approval, assumed the genuineness of all signatures or
instruments submitted to us, and the conformity of certified copies submitted to
us with the original documents to which such certified copies relate.
We are members of the bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the federal laws of the
United States of America normally applicable, in our experience, to transactions
of the type contemplated by the Exchange Offer, the laws of the State of New
York (as such law is presently interpreted by regulations or published judicial
opinions) and the state of facts that exist as of the date of this letter.
Based upon and subject to the foregoing, assuming that when the NYC Newco
Indenture has been duly authorized, executed and delivered by the Trustee, it is
our opinion that:
(1) the CSXT Notes will be duly authorized and, when the Newco Indenture
has been duly qualified under the Trust Indenture Act of 1939, as
amended, and when the CSXT Notes are duly executed, authenticated
and delivered in accordance with the Newco Indenture by NYC Newco
upon the terms set forth in the Exchange Offer, will be legally and
validly issued and binding obligations of NYC Newco, enforceable
against NYC Newco in accordance with their respective terms; and
(2) the full and unconditional guarantees of CSXT with respect to the
CSXT Notes (the "GUARANTEES") will be duly authorized and, when the
Indenture
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has been duly qualified under the Trust Indenture Act of 1939, as
amended, the Guarantees will be legally and validly issued and
binding obligations of CSXT, enforceable against CSXT in accordance
with their respective terms;
subject in each case to (a) bankruptcy, insolvency, reorganization, moratorium,
and other laws of general applicability relating to or affecting creditors'
rights from time to time in effect and (b) application of general principles of
equity, including standards of commercial reasonableness and good faith
(regardless of whether considered in proceedings in equity or at law), and
except with respect to the rights of indemnification and contribution
thereunder, which enforcement thereof may be limited by federal or state
securities laws or the policies underlying such laws. In addition, please note,
with respect to the foregoing opinions, that (x) we express no opinion as to
whether a federal or state court outside of the State of New York would give
effect to any choice of law provision contained in the NYC Newco Indenture or
the CSXT Notes and (z) waivers as to usury, stay or extension laws may be
unenforceable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the prospectus that is a part of
the Registration Statement. In giving such consent, we do not thereby or hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
Wachtell, Lipton, Rosen & Katz