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EXHIBIT 5.1
June 27, 1997
Greyhound Lines, Inc.
15110 North Dallas Parkway, Suite 600
Dallas, Texas 75248
Ladies and Gentlemen:
We have acted as counsel to Greyhound Lines, Inc., a Delaware corporation
(the "Company"), and each of the Guarantors in connection with the preparation
and filing by the Company and the Guarantors of a Registration Statement on Form
S-4 (Registration No. 333-27267) (as amended to date, the "Registration
Statement") filed with the Securities and Exchange Commission on May 16, 1997
under the Securities Act of 1933, as amended (the "Act"), relating to
$150,000,000 in aggregate principal amount of 11 1/2% Series B Senior Notes due
2007 (the "New Notes") of the Company that may be issued in exchange for a like
principal amount of the issued and outstanding 11 1/2% Series A Senior Notes due
2007 (the "Old Notes") of the Company. The Company proposes to offer, upon the
terms set forth in the Registration Statement, to exchange $1,000 principal
amount of New Notes for each $1,000 principal amount of Old Notes (the "Exchange
Offer"). The Guarantors will guarantee (the "Guarantees") the New Notes on an
unsecured, senior basis. The New Notes and Guarantees will be offered under an
Indenture dated as of April 16, 1997, by and among the Company, the Guarantors,
and PNC Bank, National Association, as trustee (the "Indenture"). Capitalized
terms defined in the Registration Statement and not otherwise defined herein are
used herein as so defined.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Indenture, the form of the New Notes
filed as an exhibit to the Registration Statement and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the Company
and the Guarantors, and have made such inquiries of such officers and
representatives as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of documents submitted
to us as certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents. As to all questions of fact material to this
opinion that have not been independently established, we have relied upon
certificates or comparable documents of officers and representatives of the
Company and the Guarantors and the representations of the Company and the
Guarantors in the Purchase Agreement dated April 11, 1997 by and among the
Company, the Guarantors and Bear Stearns & Co. Inc., as initial purchaser.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
1. Assuming that the Indenture has been duly authorized, executed and
delivered by the parties thereto and that the issuance of New Notes upon
consummation of the Exchange Offer has been duly authorized by the Company,
when (i) the New Notes upon consummation of the Exchange Offer have been
duly executed by the Company and authenticated by the trustee therefor in
accordance with the terms of the Indenture and (ii) the New Notes issuable
upon consummation of the Exchange Offer have been duly delivered against
receipt of Old Notes surrendered in exchange therefor, the New Notes
issuable upon consummation of the Exchange Offer will constitute the legal,
valid and binding obligations of the Company, enforceable against it in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in a proceeding at law or in equity).
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2. Assuming that the Indenture has been duly authorized, executed and
delivered by the parties thereto and that the Guarantees of the New Notes
upon consummation of the Exchange Offer have been duly authorized by the
respective Guarantors, when (i) the New Notes upon consummation of the
Exchange Offer have been duly executed by the Company and authenticated by
the trustee therefor in accordance with the terms of the Indenture and (ii)
the New Notes issuable upon consummation of the Exchange Offer have been
duly delivered against receipt of Old Notes surrendered in exchange
therefor, the Guarantees of the New Notes issuable by each Guarantor upon
consummation of the Exchange Offer will constitute the legal, valid and
binding obligations of such Guarantor, enforceable against it in accordance
with their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in a proceeding at law or in equity).
The opinions expressed herein are limited to the laws of the State of New
York, and we express no opinion as to the effect on the matters covered by this
letter of the laws of any other jurisdiction. Moreover, in expressing the
opinions set forth herein, we have assumed that the substantive laws of the
jurisdiction of incorporation of each of the Guarantors are the same as the
substantive laws of the State of New York.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
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