Exhibit 5.1
Fulbright & Jaworski l.l.p.
A Registered Limited Liability Partnership
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
www.fulbright.com
telephone: (713) 651-5151 facsimile: (713) 651-5246
October 21, 2003
Yellow Corporation
10990 Roe Avenue
Overland Park, Kansas 66211
Ladies and Gentlemen:
We have acted as counsel to Yellow Corporation, a Delaware corporation (the
"Company"), and the subsidiaries listed on Schedule I hereto (collectively, the
"Guarantors" and, together with the Company, the "Registrants") in connection
with the registration under the Securities Act of 1933 of $250,000,000 principal
amount of the Registrant's 5.0% Contingent Convertible Senior Notes due 2023
(the "Notes"), the guarantees of the Guarantors with respect to the Notes (the
"Guarantees") and 6,371,050 shares of the Registrant's common stock, par value
$1.00 per share, which are issuable on conversion of the Notes (the "Shares"),
as described in the Registrants' Registration Statement on Form S-3 to be filed
with the Securities and Exchange Commission with respect to the Notes, the
Guarantees and the Shares (the "Registration Statement").
In connection with the foregoing, we have examined originals or copies of
such corporate records, as applicable, of the Company and the Guarantors,
certificates and other communications of public officials, certificates of
officers of the Company and the Guarantors and such other documents as we have
deemed necessary for the purpose of rendering the opinions expressed herein. As
to questions of fact material to those opinions, we have, to the extent we
deemed appropriate, relied on certificates of officers of the Company and the
Guarantors and on certificates and other communications of public officials. We
have assumed the genuineness of all signatures on, and the authenticity of, all
documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as copies, the due authorization,
execution and delivery by the parties thereto of all documents examined by us,
and the legal capacity of each individual who signed any of those documents.
Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that the Notes and Guarantees have
been validly issued and the Shares, when issued on conversion of Notes in
accordance with the terms of the Notes and the Indenture, dated as of August 8,
2003 (the "Indenture"), among the Company, the Guarantors and Deutsche Bank
Trust Company Americas, as trustee, will be duly and validly issued, fully paid
and nonassessable.
The opinions expressed herein are limited exclusively to the federal laws
of the United States of America, the laws of the State of New York and
applicable provisions of, respectively,
Austin o Dallas o Hong Kong o Houston o London o Los Angeles o Minneapolis o
Munich o New York o San Antonio o Washington DC
Yellow Corporation
October 21, 2003
Page 2
the Delaware Constitution, the Delaware General Corporation Law and reported
judicial interpretations of such law, and we are expressing no opinion as to the
effect of the laws of any other jurisdiction. To the extent that any of the
Guarantors are incorporated under the laws of another jurisdiction, we have
assumed the following: (i) that such Guarantor has been duly incorporated and is
validly existing as a corporation in good standing under the laws of its state
of incorporation; (ii) that each of the Indenture and the Guarantees have been
duly authorized by it, the Indenture has been duly executed by it and it has
full corporate power and authority to enter into each of such agreements; and
(iii) no consent, approval, authorization or order of any court or governmental
agency or body of its state of incorporation is required of it for the
consummation of the transactions contemplated by the Indenture or Guarantees.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Schedule I
Jurisdiction of
Name of Subsidiary Incorporation
------------------ ---------------
Yellow Transportation, Inc. ................ Indiana
Yellow Technologies, Inc. .................. Delaware
Mission Supply Company ..................... Kansas
Yellow Redevelopment Corporation ........... Missouri
Yellow Relocation Services, Inc. ........... Kansas
Yellow Dot Com Subsidiary, Inc. ............ Delaware
MegaSys, Inc. .............................. Indiana
Meridian IQ, LLC ........................... Delaware
Yellow GPS, LLC ............................ Delaware
Globe.com Lines, Inc. ...................... Delaware