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EXHIBIT 5.1
[Letterhead of Harter, Secrest & Emery LLP]
December 12, 2000
Genesee & Wyoming Inc.
66 Field Point Road
Greenwich, CT 06830
Re: Genesee & Wyoming Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion in connection with your Registration
Statement on Form S-8, filed this date under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission (the "Registration
Statement"), in respect of an additional 200,000 authorized and unissued shares
of the Class A Common Stock, par value $.01 per share (the "Common Stock"), of
Genesee & Wyoming Inc. (the "Corporation"), which may be issued upon exercise,
after the date hereof, of options heretofore or hereafter granted under the
Genesee & Wyoming Inc. 1996 Stock Option Plan as amended through May 23, 2000
(as so amended, the "Plan").
We have examined the following corporate records and proceedings of the
Corporation in connection with the preparation of this opinion: its Restated
Certificate of Incorporation; its By-laws as currently in force and effect; its
Minute Books, containing minutes and records of other proceedings of its
stockholders, its Board of Directors and the Compensation and Stock Option
Committee of the Board of Directors, from the date of incorporation to the date
hereof; the Plan; the Registration Statement; applicable provisions of the laws
of the State of Delaware; and such other documents and matters as we have deemed
necessary.
In rendering this opinion, we have made such examination of laws as we
have deemed relevant for the purposes hereof. As to various questions of fact
material to this opinion, we have relied upon representations and/or
certificates of officers of the Corporation, certificates and documents issued
by public officials and authorities, and information received from searchers of
public records.
Based upon and in reliance on the foregoing, we are of the opinion that:
1. The Corporation has been duly incorporated and is validly
existing under the laws of the State of Delaware.
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Genesee & Wyoming Inc.
December 12, 2000
Page 2
2. The Corporation has the authority to issue an additional
200,000 shares of Common Stock pursuant to the terms of the Plan.
3. The 200,000 shares of Common Stock to be issued and sold by
the Corporation will, when sold and paid for in accordance with the provisions
of the Plan and the respective stock option agreements pursuant to which options
are granted under the Plan, be validly authorized and legally issued and
outstanding, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement as attorneys
passing upon legal matters in connection with the issuance and sale of the
additional 200,000 shares of Common Stock covered thereby, and we hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Harter, Secrest & Emery LLP
