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Exhibit 5
[Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]
January 9, 2001
Canadian National Railway Company
935 de La Gauchetiere Street West
Montreal, Quebec H3B 2M9
Canada
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as special counsel to Canadian National Railway Company (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, of interests (the "Interests") in the Canadian National Railway
Company Union Savings Plan for U.S. Operations (the "Plan") and 350,000 shares
of common stock of the Company (the "Shares"), that may be purchased by
participants in the Plan from time to time.
In rendering our opinion, we have reviewed originals, or copies certified
or otherwise identified to our satisfaction, of the Plan and such certificates,
documents, corporate records and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below
(collectively, the "Documents"). In giving the opinion set forth below, we have
assumed the following:
1. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each of the parties executing any of the Documents has duly and
validly executed and delivered each of the Documents to which such
party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with
all stated terms.
4. Any Documents submitted to us as originals are authentic. The form and
content of any Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and
content of such Documents as executed and delivered. Any Documents
submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine.
There has been no subsequent oral or written
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Canadian National Railway Company
January 9, 2001
Page 2
modification of or amendment to any of the Documents, by action or
omission of the parties or otherwise.
5. The Shares will continue to be duly and validly authorized on the
dates the Shares are issued to participants pursuant to the terms of
Plan.
6. Upon issuance of any of the Shares, the total number of shares of
Company common stock issued and outstanding will not exceed the total
number of shares of common stock that the Company is then authorized
to issue.
7. On the date the Interests are created pursuant to the terms of the
Plan, the Interests will (subject to applicable bankruptcy,
moratorium, insolvency, reorganization and other laws and legal
principles affecting the enforceability of creditors' rights
generally) be enforceable against the Company in accordance with their
terms.
8. No change occurs after the date hereof in applicable law or the
pertinent facts.
9. The provisions of the applicable "blue sky" and other state securities
laws have been complied with to the extent required.
Based on the foregoing, we are of the opinion that: (i) the Interests
created pursuant to the Plan will be binding obligations of the Company, and
(ii) the Shares, when issued in accordance with the terms of the Plan and the
payment of any required consideration, will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement on Form S-8 being filed with respect to the offering of the Shares.
This opinion is limited to the matters expressly stated herein. No implied
opinion may be inferred to extend this opinion beyond the matters expressly
stated herein. We do not undertake to advise you or anyone else of any changes
in the opinions expressed herein resulting from changes in law, changes in facts
or any other matters that hereafter might occur or be brought to our attention.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
