Exhibit 5
August 1, 2000
Union Pacific Corporation
1416 Dodge Street
Omaha, Nebraska 68179
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
As Senior Corporate Counsel of Union Pacific Corporation, a Utah
corporation (the "Company"), I am familiar with the registration under the
Securities Act of 1933, as amended (the "Act"), of 550,000 shares of the common
stock, $2.50 par value per share, of the Company ("Common Stock"), issuable by
the Company, pursuant to the Company's Executive Stock Purchase Incentive Plan
(the "Plan").
In connection therewith, I have participated in the preparation of the
Registration Statement on Form S-8 relating to the registration under the Act of
the above-mentioned shares of Common Stock, which is being filed this date with
the Securities and Exchange Commission, and I have supervised and am familiar
with all corporate and shareholder proceedings taken to date in connection with
the authorization and approval of the Plan.
I have examined and relied upon originals or copies, certified or
otherwise authenticated to my satisfaction, of all corporate records, documents,
agreements or other instruments of the Company and have made such investigation
of law as I have deemed necessary or appropriate as a basis for the opinions
hereinafter expressed. Unless otherwise defined herein, terms used herein shall
have the same meanings as defined in the Plan.
Based upon the foregoing, I am of the opinion that:
The 550,000 shares of Common Stock when issued and delivered pursuant
to the Provisions of the Plan contemplated will be duly authorized,
validly issued, fully paid and non-assessable.
I hereby consent to the reference made to me in the Registration Statement
on Form S-8 filed the date hereof and to the filing of this opinion as Exhibit 5
to such Registration Statement.
Very truly yours,
/s/ Ellen J. Curnes
