Exhibit 5.2
SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
Four Times Square
New York, NY 10036
May 24, 2000
c/o Norfolk Southern Corporation
Three Commercial Plaza
Norfolk, Virginia 23510-2191
Re: Norfolk Southern Corporation
Registration Statement on Form S-3
(Registration No. 333-67937)
Ladies and Gentlemen:
This opinion is furnished by us as special counsel for Norfolk
Southern Corporation, a Virginia corporation (the "Corporation"), in
connection with the issuance and sale by the Corporation of $300,000,000
aggregate principal amount of the Corporation's 8 3/8 % notes due 2005 and
$300,000,000 aggregate principal amount of the Corporation's 8 5/8 % notes
due 2010 (collectively, the "Securities") to be issued pursuant to the
Underwriting Agreement, 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") between the Corporation and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley and
Co. Incorporated, as representatives of the several underwriters named in
the Pricing Agreement (the "Underwriters"), 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 U.S.
Bank Trust National Association, formerly known as First Trust of New York
National Association, as successor trustee (the "Trustee"), as supplemented
by a First Supplemental Indenture, dated May 19, 1997 (the "First
Supplemental Indenture"), a Second Supplemental Indenture, dated April 26,
1999 (the "Second Supplemental Indenture") and a Third Supplemental
Indenture, dated May 23, 2000 (the "Third Supplemental Indenture" and,
together with the First Supplemental Indenture and the Second Supplemental
Indenture, the "Indenture Supplements"), between the Corporation and the
Trustee establishing the terms of the Securities (such Base Indenture, as so
supplemented, being hereinafter referred to as the "Indenture").
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, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-3 (File No. 33-67937) 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 (such registration statement being hereinafter referred to
as the "Registration Statement"); (ii) the prospectus, dated November 25,
1998, filed with the Commission as a part of the Registration Statement
(the "Base Prospectus") together with the prospectus supplement filed with
the Commission pursuant to Rule 424(b)(2) of the General Rules and
Regulations under the Securities Act, dated May 17, 2000, (the "Prospectus
Supplement" and, together with the Base Prospectus, the "Prospectus");
(iii) the Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, on Form T-1 of the Trustee; (iv) the documents incorporated by
reference in the Prospectus through May 17, 2000; (v) an executed copy of
the Indenture; (vi) the executed Securities; and (vii) an executed copy of
the Base Underwriting Agreement; (viii) an executed copy of 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. We
have also examined originals or copies, certified or otherwise identified
to our 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 we 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 to us as originals, the conformity to original
documents of all documents submitted to us as certified, photostatic or
facsimile copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be
executed, we have assumed (except as otherwise expressly set forth
below) that the parties thereto, including the Corporation, have been duly
organized and are validly existing under the laws of their respective
jurisdictions of organization, 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,
except as set forth in paragraphs 1 & 2 below, the validity and binding
effect thereof. As to any facts material to the opinions expressed herein
which we 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.
Members of our firm are admitted to practice in the State of
New York, and we do not express any opinion as to the laws of any other
jurisdiction other than the federal laws of the United States of America to
the extent referred to specifically herein. We have assumed that (i) the
Corporation has duly authorized the issuance and sale of the Securities and
the filing of the Registration Statement under Virginia law; (ii) the
Underwriting Agreement, the Indenture and the Securities (collectively, the
"Operative Documents") were duly authorized, executed and delivered by the
Corporation under Virginia law; (iii) the choice of New York law in the
Underwriting Agreement and the Indenture is legal and valid under the laws
of Virginia; and (iv) the execution and delivery by the Corporation of the
Operative Documents and the performance by the Corporation of its
obligations thereunder do not and will not violate, conflict with or
constitute a default under (A) any agreement or instrument to which the
Corporation or its property is subject (except that we do not make the
assumption set forth in this clause (A) with respect to the Operative
Documents), (B) any law, rule or regulation to which the Corporation is
subject (except that we do not make the assumption set forth in this clause
(B) with respect to those laws, rules and regulations of the State of New
York and the United States of America which, in our experience, are
normally applicable to transactions of the type contemplated by the
Operative Documents, but without our having made any special investigation
with respect to other laws, rules or regulations), (C) any judicial or
regulatory order or decree of any governmental authority or (D) any
consent, approval, license, authorization or validation of, or filing,
recording or registration with, any governmental authority (except that we
do not make the assumption set forth in this clause (D) with respect to the
filing of the Registration Statement and the Prospectus with the Commission
under the Securities Act).
Based upon and subject to the foregoing, we are of the opinion
that:
1. The Indenture has been duly executed and delivered by the
Corporation (to the extent that execution and delivery are matters governed
by New York law) 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)
we do not express any opinion as to Section 512 of the Base Indenture.
2. The Securities have been 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 Underwriting
Agreement, and are 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
of 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) we do not express
any opinion as to Section 512 of the Base Indenture.
William A. Noell, Jr., General Solicitor-Corporate of the
Corporation, is permitted to rely upon this opinion for the purpose of
delivering his opinion to the Corporation in his capacity as counsel to the
Corporation in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act.
We hereby consent to the use of our name under the heading
"Legal Matters" in the Prospectus. We also hereby consent to the filing of
this opinion with the Commission as Exhibit 5.2 to the Registration
Statement. In giving this consent, we do not thereby admit that we are 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 we 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/ Skadden, Arps, Slate, Meagher & Flom LLP
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Skadden, Arps, Slate, Meagher & Flom LLP