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                                                                     EXHIBIT 5.1

                              DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017


                                  June 23, 2004


FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120

Ladies and Gentlemen:

         We have been engaged by FedEx Corporation, a Delaware corporation (the
"Company"), for the purpose of issuing this opinion in connection with the
Company's offer (the "Exchange Offer") to exchange its floating rate notes due
April 1, 2005, its 2.65% notes due April 1, 2007 and its 3.50% notes due April
1, 2009 (collectively, the "New Notes") for any and all of its outstanding
floating rate notes due April 1, 2005, its outstanding 2.65% notes due April 1,
2007 and its outstanding 3.50% notes due April 1, 2009 (collectively, the "Old
Notes"). The New Notes will be guaranteed (the "Guarantees") by the Company's
subsidiaries listed in the Registration Statement on Form S-4 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission on
June 23, 2004 (each, a "Guarantor"). The Old Notes were issued, and it is
proposed that the New Notes be issued, under an indenture, dated as of March 25,
2004, among the Company, the Guarantors named therein and Wachovia Bank,
National Association, as trustee (the "Trustee"), as supplemented by a
Supplemental Indenture No. 1, dated as of June 22, 2004, among the Company, the
Additional Guarantors named therein and the Trustee (as so supplemented and as
may be further supplemented or amended from time to time, the "Indenture").

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for the purpose of rendering this opinion.

         Upon the basis of the foregoing, and subject to the assumptions and
qualifications set forth below, we are of the opinion that:

         (1) The New Notes, when authorized, executed, authenticated and
delivered in exchange for the Old Notes in accordance with the terms of the
Exchange Offer and the Indenture, will be valid and binding obligations of the
Company enforceable in accordance with their terms, except (i) as such
enforcement may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally, (ii) as such enforcement may be limited by general
principles of equity, regardless of whether enforcement is sought in a
proceeding at law or in

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equity, and (iii) to the extent that a waiver of rights under any usury or stay
law may be unenforceable; and

         (2) When the New Notes are authorized, executed, authenticated and
delivered in exchange for the Old Notes in accordance with the terms of the
Exchange Offer and the Indenture, the Guarantee of each Guarantor will be a
valid and binding obligation of such Guarantor, enforceable in accordance with
its terms, except (i) as such enforcement may be limited by bankruptcy,
insolvency, fraudulent transfer or conveyance or similar provisions of
applicable law, or similar laws affecting creditors' rights generally, (ii) as
such enforcement may be limited by general principles of equity, regardless of
whether enforcement is sought in a proceeding at law or in equity, and (iii) to
the extent that a waiver of rights under any usury or stay law may be
unenforceable.

         We hereby confirm the opinion set forth under the caption "Taxation" in
the prospectus that is part of the Registration Statement.

         Our opinion is subject to the following assumptions and qualifications:

         (a) We have assumed, without independent investigation, that (i) other
than with regard to the Company, each party to the Indenture is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization, (ii) each such party has full power and authority to execute,
deliver and perform the Indenture, the Guarantee and/or the New Notes, as
applicable, (iii) the execution, delivery and performance of the Indenture, the
Guarantee and/or the New Notes, as applicable, (x) have been duly authorized by
all necessary action on the part of each such party and (y) do not and will not
violate any law or regulation (other than any such law or regulation of the
State of New York or the federal government of the United States of America that
in our experience is customarily applicable to general business corporations in
relation to and in connection with transactions of the type contemplated by the
Indenture or the Guarantees), the organizational documents of any such party or
any agreement, judgment, injunction, order, decree or other instrument binding
on any such party, (iv) all authorizations, approvals or consents of (including
any exchange control approval), and all filings or registrations with, any
governmental or regulatory authority or agency of the jurisdiction of
organization of any such party required in connection with the execution,
delivery and performance of the Indenture, the Guarantees and the New Notes have
been obtained and (v) the Indenture and the Guarantees have been duly executed
and delivered by each such party.

         (b) We express no opinion as to whether a United States federal court
would have jurisdiction over a controversy arising under a Guarantee.

         (c) Our opinion set forth in paragraph (2) above may be subject to
possible judicial action giving effect to governmental actions or foreign laws
affecting creditors' rights.

         (d) We have assumed that (i) all signatures on all documents examined
by us are genuine and that where any such signature purports to have been made
in a corporate, governmental, fiduciary or other capacity, the person who
affixed such signature had the due authority to do so, (ii) certain factual
matters contained in certificates of public officials and


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certificates and letters of the Company and the Guarantors, as the case may be,
are accurate, true and correct, and (iii) photostat copies of such documents,
records and certificates conform to the originals.

         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to us under the
caption "Validity of the New Notes and the Guarantees" in the prospectus
contained in the Registration Statement.

         This opinion is rendered to you in connection with the above matter.
This opinion may not be relied upon for any other purpose or furnished to any
other person without our prior written consent.

                                  Very truly yours,

                                  /s/ Davis Polk & Wardwell










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