EXHIBIT 5.1a
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                              September 30, 1998


CSX Corporation
One James Center
901 East Cary Street
Richmond, Virginia 23219

Ladies and Gentlemen:

     We have advised CSX Corporation, a Virginia corporation (the "Company"), in
connection with the Registration Statement on Form S-3 (File No. 333-53191) (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, the Company's Debt Securities, Debt Warrants, Preferred Stock,
Preferred Stock Warrants and Depositary Shares (collectively, the "Securities"),
from the sale of which the Company may receive proceeds of up to $750,000,000,
to be offered from time to time by the Company on terms to be determined at the
time of the offering.  Capitalized terms used and not defined herein shall have
the meanings assigned to them in the Registration Statement.

     We have examined such corporate records, certificates and other documents,
and reviewed such questions of law, as we have considered necessary or
appropriate for the purpose of this opinion.

     On the basis of such examination and review, we advise you that, in our
opinion, when the terms of any class or series of the Securities have been
authorized by appropriate action of the Company and have been issued and sold as
described in the Registration Statement, the Prospectus, the applicable
Prospectus Supplement and any underwriting or similar sales or distribution
agreement and, with respect to the Debt Securities, when such Debt Securities
have been duly executed, authenticated and delivered in accordance with the
applicable indenture or supplemental indenture, then (i) the Securities will be
legally issued and, with respect to shares of Preferred Stock, fully paid and
nonassessable and (ii) the Debt Securities will be validly authorized and issued
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

     We hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K and the incorporation of this opinion by
reference in the Registration Statement and to references to us under the
heading "Validity of Securities" in the Registration

 
Statement.  We do not admit by giving this consent that we are in the category
of persons whose consent is required under Section 7 of the Act.

                                    Very truly yours

                                    /s/ McGuire, Woods, Battle & Boothe LLP