EXHIBIT 5.1
[Letterhead of Dewey Ballantine LLP]
October 6, 1999
Pacer International, Inc.
1340 Treat Boulevard
Suite 200
Walnut Creek, CA 94596
Re: 11 3/4% Series B Senior Subordinated Notes due 2007 (the "Exchange
Notes")
Ladies and Gentlemen:
We have acted as counsel for Pacer International, Inc., a Tennessee
corporation (the "Company"), in connection with the Company's offer to exchange
(the "Exchange Offer") up to $150,000,000 aggregate principal amount of
Exchange Notes which have been registered under the Securities Act of 1933, as
amended (the "Securities Act") for its existing 11 3/4% Senior Subordinated
Notes due 2007 (the "Old Notes"), as described in the Prospectus (the
"Prospectus") contained in the Registration Statement on Form S-4 (the
"Registration Statement"), to be filed with the Securities and Exchange
Commission. The Old Notes were issued, and the Exchange Notes are proposed to
be issued, under an indenture dated as of May 28, 1999 (the "Indenture"),
between the Company and Wilmington Trust Company, as Trustee. Capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.
In arriving at the opinion expressed below, we have examined the
Registration Statement, the Prospectus contained therein, the Indenture and
Exchange Notes, which are filed as exhibits to the Registration Statement, and
originals or copies, certified or otherwise identified to our satisfaction, of
such other documents, records, certificates, agreements and other matters as we
have deemed necessary for the purposes of this opinion.
In such examination, we have assumed, without independent investigation, (i)
the genuineness of all signatures; (ii) the legal capacity of all individuals
who have executed any of the documents reviewed by us; (iii) the authenticity
of all documents submitted to us as originals; (iv) the conformity to executed
documents of all unexecuted copies submitted to us; and (v) the authenticity
of, and the conformity to, original documents of all documents submitted to us
as certified or photocopied copies. As to certain factual matters material to
our opinion, we have relied upon oral statements, written information and
certificates of officials and representatives of the Company and others, and we
have not independently verified the accuracy of the statements contained
therein.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications set forth herein, we are of the opinion that the Exchange Notes
to be offered and issued by the Company have been duly authorized and, when
executed and authenticated in accordance with the terms of the Indenture
pursuant to which they will be issued and delivered in exchange for the
applicable Old Notes in accordance with the Exchange Offer, will be validly
issued and constitute binding obligations of the Company, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors' rights generally or by general equitable
principles.
In rendering the foregoing opinion, our examination of matters of law has
been limited to the laws of the State of New York, the laws of the State of
Delaware and the federal laws of the United States of America, as in effect on
the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference made to this firm under the caption
"Legal Matters" in the Prospectus. In giving this consent, we do not thereby
admit that we are included within the category of persons whose consent is
required under Section 7 of the Securities Act, or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP
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Dewey Ballantine LLP
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