<PAGE>
Exhibit 8.1
[LETTERHEAD OF DAVIS POLK & WARDWELL]
212-450-4000
January 8, 2001
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120
Ladies and Gentlemen:
We have acted as counsel for FedEx Corporation, a Delaware corporation
("FedEx"), in connection with (i) the tender offer made by FDX, Inc., a wholly
owned subsidiary of FedEx ("Merger Sub") (the "Offer"), in which the Merger Sub
purchased approximately 50.1% of the outstanding common stock of American
Freightways Corporation, an Arkansas corporation ("American Freightways"), and
(ii) the proposed merger of American Freightways with and into Merger Sub (the
"Merger"), in each case pursuant to the Amended and Restated Agreement and Plan
of Merger dated as of November 12, 2000 and Amended and Restated as of January
5, 2001 (the "Merger Agreement") by and among FedEx, Merger Sub and American
Freightways. In the Merger, remaining shareholders of American Freightways will
receive shares of common stock of FedEx as consideration. Reference is made to
the registration statement on Form S-4 of FedEx with respect to the FedEx common
stock to be issued to the holders of the American Freightways common stock in
connection with the Merger (the "Registration Statement").
We hereby confirm that the discussion set forth under the caption "The
Merger -- Certain Federal Income Tax Consequences of the Merger" (the "Opinion")
in the prospectus of FedEx, which prospectus is a part of the Registration
Statement (the "Prospectus"), constitutes our opinion.
Our opinion is based on certain factual assumptions and certain other
matters set forth in the Opinion. In providing the Opinion, we have also relied
upon, among other things, (i) the Merger Agreement, (ii) the Prospectus and the
Registration Statement, (iii) the representations and covenants made to us by
FedEx, Merger Sub and American Freightways in their respective letters to us
<PAGE>
FedEx Corporation 2 January 8, 2001
dated as of January 5, 2001, and (iv) such other documents as we have deemed
necessary or appropriate for purposes of the Opinion.
As stated in the Opinion, the qualification of the Offer and the Merger as
a reorganization within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended, is based on, among other things, the satisfaction of
the factual assumptions that (i) the Offer and the Merger are completed under
the current terms of the Merger Agreement, (ii) holders of American Freightways
shares comprising no more than an insignificant number of shares exercise their
dissenters' rights under applicable law, and (iii) the Merger is completed
promptly after the Offer. The ability to satisfy such factual assumptions, and
therefore the United States federal income tax consequences of the Offer and the
Merger, depend in part on facts that will not be available before the completion
of the Merger.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to Davis Polk & Wardwell in the Prospectus under
the captions "The Merger -- Certain Federal Income Tax Consequences of the
Merger" and "Legal Matters". In furnishing such consent, we do not concede that
we are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules or regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Davis Polk & Wardwell
