Exhibit 5.1
Opinion of Whiteford, Taylor & Preston L.L.P.
WHITEFORD, TAYLOR & PRESTON
L.L.P.
SEVEN SAINT PAUL STREET
BALTIMORE, MARYLAND 21202-1626
410 347-8700
FAX 410 347-9478
www.wtplaw.com
210 WEST PENNSYLVANIA AVENUE 1025 CONNECTICUT AVENUE, NW
TOWSON, MARYLAND 21204-4515 WASHINGTON, D.C. 20036-5405
TELEPHONE 410 832-2000 TELEPHONE 202 659-6800
FAX 410 832-2015 FAX 202 331-0573
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30 COLUMBIA CORPORATE CENTER 1317 KING STREET
10440 LITTLE PATUXENT PARKWAY ALEXANDRIA, VIRGINIA 22314-2928
COLUMBIA, MARYLAND 21044 TELEPHONE 703 836-5742
TELEPHONE 410 884-0700 FAX 703 836-0265
FAX 410 884-0719
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December 5, 1997
Board of Directors
CSX Corporation
One James Center
901 E. Carey Street
Richmond, VA 23219
Re: Post Effective Amendment No. 2 to
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to CSX Corporation, a Virginia corporation
(the "Corporation"), in connection with a Registration Statement on Form S-3
(the "Registration Statement") filed by the Corporation under the Securities Act
of 1933, as amended (the "Act"), with respect to 4,679,811 shares of the common
stock of the Corporation, par value $.01 per share (the "Stock") which may be
issued and sold under the Corporation's Direct Stock Investment Plan (the
"Plan"). In that capacity, we have reviewed the Articles of Incorporation and
Bylaws of the Corporation, as amended, the Registration Statement, the corporate
action taken by the Corporation adopting the Plan and providing for the
registration of the distribution of the Stock, and such other materials and
matters as we have deemed necessary for the issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Stock has been
duly authorized and, upon issuance under the terms set forth in the Registration
Statement and the Plan and the receipt of the consideration therefor, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Act.
Very truly yours,
Whiteford, Taylor & Preston L.L.P.