Exhibit 5.1
April 30, 2002
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510-2191
Ladies and Gentlemen:
I am Senior General Counsel 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
Floating Rate Senior Notes due 2005, in the aggregate principal amount of
$100,000,000 (collectively, the "Securities" or the "Designated Securities")
pursuant to the Underwriting Agreement of the Corporation, dated April 25,
2002 (the "Base Underwriting Agreement"), and the Pricing Agreement, dated
April 25, 2002 (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
(the "Underwriter"), which Pricing Agreement incorporates in its entirety all
the provisions of the Underwriting Agreement. The Securities are to be issued,
concurrently with $200,000,000 aggregate principal amount of 6% Senior Notes
due 2008, 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"), by a Third Supplemental Indenture,
dated as of May 17, 2000, by a Fourth Supplemental Indenture, dated as of
February 6, 2001, by a Fifth Supplemental Indenture, dated as of July 5, 2001,
by a Sixth Supplemental Indenture, dated as of April 25, 2002, and by a
Seventh Supplemental Indenture dated as of April 25, 2002 (the Base Indenture,
the First Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture and the Seventh
Supplemental Indenture, collectively, 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 have examined (i) the Registration
Statement on Form S-3 (File No. 333-57872), 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 (A) debt securities, preferred stock, depositary shares and/or common stock
of the Corporation, and/or (B) in conjunction with the Corporation's trust
subsidiary, Norfolk Southern Capital Trust I, trust preferred securities and
related guarantees of the Corporation, filed with the Securities and Exchange
Commission (the "Commission") on March 29, 2001, under the Securities Act (the
"Registration Statement"); (ii) the Prospectus Supplement, dated April 25,
2002 (the "Prospectus Supplement"), together with the Base Prospectus, dated
April 3, 2001 (together, 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 April
25, 2002; (v) the Indenture; (vi) the Securities and specimen certificates
thereof; (vii) the Underwriting Agreement; (viii) the Pricing Agreement; (ix)
the Restated 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 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 my examination, I 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, I 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, I 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 has been duly executed and delivered by the
Corporation, and it 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.
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 Underwriter in accordance with the
terms of the Underwriting 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/ James A. Squires
James A. Squires