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Exhibit 5.1
[LETTERHEAD OF GEORGE W. HEARN]
October 26, 2000
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120
Ladies and Gentlemen:
I am the Corporate Vice President and Corporate Counsel of FedEx
Corporation, a Delaware corporation (the "Company"), and have participated in
the preparation of this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of the offer and sale of shares of
the Company's common stock, par value $0.10 per share (the "Shares"), that
may be issued from time to time under the Company's 1995 Stock Incentive Plan
(the "Plan").
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records,
certificates and other instruments, and have conducted such other
investigations of fact and law, as I have deemed necessary or advisable for
the purpose of rendering this opinion.
Based upon the foregoing, I am of the opinion that the Shares which
are being registered pursuant to the Registration Statement have been duly
authorized by the Company, and when issued in the manner contemplated by the
Registration Statement and in accordance with the terms of the Plan, the
Shares will be validly issued, fully paid and nonassessable.
I am a member of the Bar of the State of Tennessee and the foregoing
opinion is limited to the laws of the State of Tennessee, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to me under "Item 5. Interests of
Named Experts and Counsel" of the Registration Statement.
Very truly yours,
/s/ George W. Hearn
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George W. Hearn
Corporate Vice President and Corporate Counsel
