Exhibit 5.2
[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]
March 8, 2002
CSX Corporation
One James Center
901 East Cary Street
Richmond, Virginia 23219
Re: CSX Capital Trust I
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Ladies and Gentlemen:
We have acted as special Delaware counsel for CSX Corporation, a
Virginia corporation (the "Company"), and CSX Capital Trust I, a Delaware
business trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust (the "Certificate of
Trust"), as filed with the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on May 1, 2001;
(b) The Trust Agreement of the Trust, dated as of May 1, 2001 (the
"Original Trust Agreement"), between the Company and Chase
Manhattan Bank USA, National Association, as trustee;
(c) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus (the "Prospectus"),
relating to, among other things, the Trust Preferred Securities
of the Trust representing preferred undivided beneficial
interests in the Trust (each, a "Preferred Security" and
collectively, the "Preferred Securities"), to be filed by the
Company and the Trust with the Securities and Exchange Commission
on or about March 8, 2001.
CSX Corporation
March 8,2002
Page 2
(d) A form of Amended and Restated Trust Agreement for the Trust, to
be entered into between the Company and the trustees of the Trust
named therein (including the Exhibits thereto) (together with the
Original Trust Agreement, the "Trust Agreement"), to be filed as
an exhibit to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated March 7,
2002, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust
Agreement will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate of Trust will be in full force and effect and will not be amended,
(ii) except to the extent provided in paragraph 1 below, the due organization or
due formation, as the case may be, and valid existence in good standing of each
party to the documents examined by us under the laws of the jurisdiction
governing its organization or formation, (iii) the legal capacity of natural
persons who are parties to the documents examined by us, (iv) that each of the
parties to the documents examined by us has the power and authority to execute
and deliver, and to perform its obligations under, such documents, (v) the due
authorization, execution and delivery by all parties thereto of all documents
examined by us, (vi) the receipt by each Person to whom a Preferred Security is
to be issued by the Trust (collectively, the "Preferred Security Holders") of a
Preferred Security Certificate for such Preferred Security and the payment for
such Preferred Security, in accordance with the Trust Agreement and the
Registration Statement, and any related registration statement filed pursuant to
Rule 462(b) (a "Rule 462(b) Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), and (vii) that the Preferred Securities
are authenticated, issued and sold to the Preferred Security Holders in
accordance with the Trust Agreement and the Registration Statement and any Rule
462(b) Registration Statement. We have not participated in the
CSX Corporation
March 8,2002
Page 3
preparation of the Registration Statement or the Prospectus and assume no
responsibility for their contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del.
C.Section.3801, et. seq.
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2. The Preferred Securities of the Trust, including any Preferred
Securities issued or sold under any Rule 462(b) Registration Statement, will
represent valid and, subject to the qualifications set forth in paragraph 3
below, fully paid and nonassessable beneficial interests in the assets of the
Trust.
3. The Preferred Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus and any supplements thereto and to incorporation by reference of this
opinion into any Rule 462(b) Registration Statement. In giving the foregoing
consents, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
EAM/gmh /s/ Richards, Layton & Finger, P.A.