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Exhibit 5.1
[LETTERHEAD OF KENNETH R. MASTERSON]
December 13, 2000
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel and Secretary of FedEx
Corporation, a Delaware corporation ("FedEx"), and have participated in the
preparation of this Registration Statement on Form S-4 (the "Registration
Statement"). The Registration Statement is 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 FedEx's common stock,
par value $0.10 per share (the "Shares"), that may be issued in exchange for
shares of common stock, par value $0.01 per share, of American Freightways
Corporation ("American Freightways"). Such issuance and exchange would occur in
connection with the merger (the "Merger") of American Freightways with and into
FedEx's wholly-owned subsidiary FDX, Inc., as described in the Agreement and
Plan of Merger (the "Merger Agreement") dated as of November 12, 2000 among
American Freightways, FedEx and FDX, Inc.
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 FedEx, and when issued in the manner contemplated by the
Registration Statement and in accordance with the terms of the Merger Agreement,
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 the caption "Legal
Matters" in the proxy statement/prospectus contained in the Registration
Statement.
Very truly yours,
/s/ Kenneth R. Masterson
Kenneth R. Masterson
Executive Vice President,
General Counsel and Secretary
