EXHIBIT 5(B)
RAY, QUINNEY & NEBEKER
Professional Corporation
Attorneys At Law
79 South Main Street
Suite 400
P.O. Box 45385
Salt Lake City, Utah 84145-0385
Telephone (801) 532-1500
Facsimile No. (801) 532-7583
June 9, 2000
Federal Express Corporation
2005 Corporate Avenue
Memphis, Tennessee 38132
Re: Federal Express Corporation
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Ladies and Gentlemen:
We are acting as counsel to First Security Bank, National Association, a
national banking association, individually ("FSB"), and as Pass Through Trustee
(the "Pass Through Trustee") under a Pass Through Trust Agreement to be entered
into between Federal Express Corporation (the "Company") and the Pass Through
Trustee (the "Agreement"). Pursuant to the Agreement, the form of which has
been filed as Exhibit 4(a)(1) to the Registration Statement (as defined below)
and one or more supplemental agreements to be entered into from time to time
between the Company and the Pass Through Trustee, the Pass Through Trustee will
execute, authenticate and deliver, upon the Company's request, Pass Through
Certificates in one or more series in an aggregate principal amount of up to
$450,000,000 ("Pass Through Certificates"), to be registered with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "1933 Act"), under the Company's Registration Statement on Form S-3 (the
"Registration Statement"). Except as otherwise defined herein, terms used
herein shall have the meanings set forth in the Agreement.
Our representation of the Pass Through Trustee has been as special counsel for
the purposes stated above. As to all matters of fact (including factual
conclusions and characterizations and descriptions of purpose, intention or
other state of mind), we have relied entirely upon (i) the representations of
the parties set forth in the Operative Agreements and (ii) certificates
delivered to us by the management of FSB and have assumed, without independent
inquiry, the accuracy of those representations and certificates.
We have examined the forms of the Agreement and the Pass Through Certificates,
and originals, or copies certified or otherwise identified to our satisfaction,
of such other records, documents,
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certificates, or other instruments as we have deemed necessary or advisable for
the purposes of this opinion.
Based on and subject to the foregoing, we are of the opinion that:
1. FSB is a national banking association duly organized and validly
existing in good standing under the law of the United States of America with
the power and authority to execute, deliver and carry out, individually or as
Pass Through Trustee, as the case may be, the terms of the Agreement, the
supplements contemplated thereby and the Pass Through Certificates.
2. With respect to the Pass Through Certificates, when (a) the Agreement
establishing the terms of the Pass Through Certificates of such series and
forming the related Pass Through Trust shall have been duly authorized,
executed and delivered by the Company and the Pass Through Trustee in
accordance with the terms and conditions of the Agreement, and (b) the Pass
Through Certificates shall have been duly executed, authenticated, issued and
delivered by the Pass Through Trustee and sold as contemplated by each of the
Registration Statement and the prospectus included therein relating to the Pass
Through Certificates, the supplement or supplements to such prospectus relating
to the Pass Through Certificates of such series, the purchase agreement or
underwriting agreement between the Company and the purchasers or underwriters
named therein, as the case may be, relating thereto and the Agreement, assuming
that the terms of the Pass Through Certificates are in compliance with then
applicable law, (i) the Agreement will constitute a valid and binding
obligation of the Pass Through Trustee enforceable against the Pass Through
Trustee in accordance with its terms, and (ii) the Pass Through Certificates
will be validly issued and will be entitled to the benefits of the Agreement
pursuant to which it was issued.
3. The discussion in the prospectus forming part of the Registration
Statement entitled "Utah Taxes", insofar as it relates to statements of law or
legal conclusions, is correct in all material respects.
The foregoing opinions are subject to the following assumptions, exceptions
and qualifications:
A. The foregoing opinions are limited to the laws of the State of Utah and
the federal laws of the United States of America governing the banking and
trust powers of FSB. In addition, without limiting the foregoing we express no
opinion with respect to (i) federal securities laws, including the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and
the Trust Indenture Act of 1939, as amended, (ii) the Federal Aviation Act of
1958, as amended or (iii) state securities or blue sky laws. Insofar as the
foregoing opinions relate to the legality, validity, binding effect and
enforceability of the documents involved in these transactions, which by their
terms are governed by the laws of a state other than Utah, we have assumed that
such documents, when duly executed and delivered, will constitute legal, valid,
binding and enforceable agreements under the laws of such other state, as to
which we express no opinion.
B. The foregoing opinions regarding enforceability of any document or
instrument are subject to (i) applicable bankruptcy, insolvency, moratorium,
reorganization, receivership and similar laws affecting the rights and remedies
of creditors generally, and (ii) general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or at law.
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C. As to the documents involved in these transactions, we have assumed
that each, when duly executed and delivered, will constitute legal, valid and
binding obligations of each party thereto, other than FSB or the Pass Through
Trustee, and will be enforceable against each such party in accordance with
their respective terms.
D. We have assumed that all signatures, other than those of the Pass
Through Trustee or FSB, on documents and instruments involved in these
transactions are genuine, that all documents and instruments submitted to us as
originals are authentic, and that all documents and instruments submitted to us
as copies conform with the originals, which facts we have not independently
verified.
E. We do not purport to be experts in respect of, or express any opinion
concerning laws, rules or regulations applicable to the particular nature of
the equipment involved in these transactions.
F. In addition to any other limitation by operation of law upon the scope,
meaning, or purpose of this opinion, this opinion speaks only as of the date
hereof. We have no obligation to advise the recipients of this opinion (or any
third party) of changes of law or fact that may occur after the date hereof,
even though the change may affect the legal analysis, a legal conclusion or an
information confirmation herein.
G. The opinions expressed in this letter are solely for the use of the
parties to which it is addressed in matters directly related to the Agreement
and the transactions contemplated thereunder and these opinions may not be
relied on by any other persons or for any other purpose without our prior
written approval. The opinions expressed in this letter are limited to the
matter set forth in this letter, and no other opinions should be inferred
beyond the matters expressly stated.
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We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement, and to the reference to us under the captions "Legal
Matters" and "Utah Taxes" in the prospectus and in any subsequently filed
prospectus supplements. In giving this consent, we do not thereby admit that we
are in the category of person whose consent is required under Section 7 of the
1933 Act or the Rules and Regulations of the Securities and Exchange
Commission.
Very truly yours,
RAY, QUINNEY & NEBEKER
/s/ M. John Ashton
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M. John Ashton
