Exhibit 5.1
May 24, 2000
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510-2191
Ladies and Gentlemen:
I am General Solicitor-Corporate of Norfolk Southern Corporation, a
Virginia corporation (the "Corporation"), and, as such, I have acted as
counsel to the Corporation in connection with the issuance and sale of the
Corporation's 8 3/8% Notes due 2005, in the aggregate principal amount of
$300,000,000, and the Corporation's 8 5/8% Notes due 2010, in the aggregate
principal amount of $300,000,000 (collectively, the "Securities" or the
"Designated Securities"), pursuant to the Underwriting Agreement of the
Corporation, dated May 17, 2000 (the "Base Underwriting Agreement") and
the Pricing Agreement, dated May 17, 2000 (the "Pricing Agreement" and,
together with the Base Underwriting Agreement, the "Underwriting Agreement"),
among the Corporation and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated,
as representatives of the several underwriters (the "Underwriters") named
in the Pricing Agreement, which Pricing Agreement incorporates in its
entirety all the provisions of the Base Underwriting Agreement. The
Securities are to be issued under the Indenture, dated as of January 15,
1991 (the "Base Indenture"), between the Corporation and First Trust of New
York, National Association (the name of which has been changed to U.S.
Trust Bank National Association), as successor trustee (the "Trustee"), as
supplemented by a First Supplemental Indenture, dated as of May 19, 1997
(the "First Supplemental Indenture"), by a Second Supplemental Indenture,
dated as of April 26, 1999 (the "Second Supplemental Indenture") and by a
Third Supplemental Indenture dated as of May 23, 2000 (the "Third
Supplemental Indenture," and together with the Base Indenture, the First
Supplemental Indenture and the Second Supplemental Indenture, the
"Indenture"), between the Corporation and the Trustee with respect to the
Securities.
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Securities Act").
In connection with this opinion, I, or those within my jurisdiction,
have examined (i) the Registration Statement on Form S-3 (File No.
333-67937), relating to the issuance and sale from time to time, pursuant
to Rule 415 of the General Rules and Regulations under the Securities Act,
of up to $1,000,000,000 aggregate principal amount of debt securities,
preferred stock, depositary shares and/or common stock of the Corporation,
filed with the Securities and Exchange Commission (the "Commission") on
November 25, 1998, under the Securities Act (the "Registration Statement");
(ii) the Prospectus Supplement, dated May 17, 2000 (the "Prospectus
Supplement"), together with the Base Prospectus, dated November 25, 1998
(together, the "Prospectus"); (iii) the Statement of Eligibility under the
Trust Indenture Act of 1939, as amended, on Form T-l of the Trustee; (iv)
the documents incorporated by reference in the Prospectus through May 17,
2000; (v) the Indenture; (vi) the Securities and specimen certificates
thereof; (vii) the Base Underwriting Agreement; (viii) the Pricing
Agreement; (ix) the Articles of Incorporation of the Corporation, as
currently in effect; (x) the Bylaws of the Corporation, as currently in
effect; and (xi) resolutions of the Board of Directors of the Corporation
relating to the issuance and sale of the Securities and related matters.
I, or others within my jurisdiction, also have examined originals or
copies, certified or otherwise identified to my satisfaction, of such
records of the Corporation and such agreements, certificates of public
officials, certificates of officers or other representatives of the
Corporation and others, and such other documents, certificates and records
as I have deemed necessary or appropriate as a basis for the opinions set
forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all
documents submitted as originals, the conformity to original documents of
all documents submitted as certified, photostatic or facsimile copies and
the authenticity of the originals of such latter documents. In making my
examination of documents executed, or to be executed, by parties other than
the Corporation, we have assumed that such parties 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 execution and delivery by such other
parties of such documents and the validity and binding effect thereof. As
to any facts material to the opinions expressed herein which I did not
independently establish or verify, we have relied upon oral or written
statements and representations of officers and other representatives of the
Corporation and others.
I am a member of the Bar in the Commonwealth of Virginia, and I do not
express any opinion as to the laws of any other jurisdiction other than the
laws of the United States of America to the extent referred to specifically
herein. However, I am aware of no difference between the laws of the
Commonwealth of Virginia and the laws of the State of New York which cause
me to believe that the opinions expressed herein would be inapplicable if
they were furnished in connection with the laws of the State of New York.
Insofar as the opinions set forth below relate to the Indenture and the
Securities as valid, binding and enforceable obligations of the
Corporation, I have relied solely upon an opinion letter of even date
herewith from Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York,
with respect to all matters of New York law related thereto.
Based upon and subject to the foregoing, I am of the opinion that:
1. The Indenture applicable to the Securities has been duly
authorized, executed and delivered by the Corporation, and is a valid
and binding agreement of the Corporation, enforceable against the
Corporation in accordance with its terms, except (a) to the extent
that enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in
equity) and (b) I express no opinion as to Section 512 of the Base
Indenture; and the Indenture has been qualified under the Trust
Indenture Act.
2. The Securities have been duly authorized, and when executed and
authenticated in accordance with the terms of the Indenture and
delivered to and paid for by the Underwriters in accordance with the
terms of the Under writing Agreement, will be valid and binding
obligations of the Corporation entitled to the benefits of the
Indenture and enforceable against the Corporation in accordance with
their terms, except (a) to the extent that enforcement thereof may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws now or hereafter in effect
relating to creditors' rights generally and (ii) general principles
of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity) and (b) I express no opinion as to
Section 512 of the Base Indenture.
I hereby consent to the use of my name under the heading "Legal
Matters" in the Prospectus. I also hereby consent to the filing of this
opinion with the Commission as Exhibit 5.1 to the Registration Statement.
In giving this consent, I do not thereby admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act or
the General Rules and Regulations thereunder. 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/ William A. Noell, Jr.
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William A. Noell, Jr.