EXHIBIT 5(A)(1)
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, N.Y. 10017
212-450-4000
FAX 212-450-3800
June 9, 2000
Federal Express Corporation
2005 Corporate Avenue
Memphis, Tennessee 38132
Ladies and Gentlemen:
We have acted as special counsel for Federal Express Corporation, a
Delaware corporation (the "Corporation"), in connection with the preparation
and filing with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), of a shelf
Registration Statement on Form S-3 (the "Registration Statement"). The
Registration Statement relates to up to $450,000,000 aggregate principal amount
of Equipment Trust Certificates (the "Certificates") that may be issued by the
Corporation in one or more series from time to time on a delayed basis. Each
series of Certificates will be issued pursuant to the provisions of a separate
Trust Indenture and Security Agreement to be entered into among State Street
Bank and Trust Company of Connecticut, National Association, as Owner Trustee
(the "Owner Trustee"), the Corporation, as Lessee and First Security Bank,
National Association, as Indenture Trustee (the "Indenture Trustee"),
substantially in the form filed as Exhibit 4(b)(1) to the Registration
Statement (each, an "Indenture" and, in the case of a refinancing transaction,
each originally executed Trust Indenture and Security Agreement, an "Original
Indenture").
In connection with the opinions expressed below, we have examined
originals, or copies certified to our satisfaction, of such agreements,
documents and certificates of governmental officials and corporate officers as
we have deemed necessary or advisable as a basis for such opinions. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies. We have also
examined the form of Indenture filed with the Commission. Unless otherwise
defined herein, capitalized terms used herein have the meanings assigned
thereto in the related Indentures.
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Based on the foregoing, it is our opinion that:
Assuming (i) the due authorization, execution and delivery of the
Indentures and, in the case of a refinancing transaction, the Original
Indentures and the related Indenture Supplements by each of the parties
thereto, (ii) that the Original Indentures, if any, and the related Indenture
Supplements have not been terminated, varied, transferred or assigned, (iii)
the due authorization, execution, issuance and delivery by the Owner Trustee,
and the due authentication and delivery by the Indenture Trustee, of the
Certificates to be issued under each such Indenture, in each case in accordance
with the terms of such Indenture and (iv) in the case of a refinancing
transaction, that the outstanding Original Loan Certificate under each Original
Indenture is delivered by the holder thereof to the Indenture Trustee
thereunder for cancellation and is cancelled, (A) the Indentures, when duly
executed and delivered, will constitute valid and binding agreements of each of
the parties thereto, and (B) the Certificates, when duly authorized, executed,
issued and delivered by the Owner Trustee and duly authenticated and delivered
by the Indenture Trustee in accordance with the terms of the respective
Indentures and sold in accordance with the related purchase agreement or
underwriting agreement between the Corporation and the purchasers or
underwriters, as the case may be, named therein, will be valid and binding
obligations of the Owner Trustee and will be entitled to the benefits of the
applicable Indenture.
In giving the foregoing opinion we do not purport to be experts on, or to
express any opinion herein concerning, any laws other than the laws of the
state of New York and the laws of the United States. In giving the forgoing
opinion, we express no opinion as to the priority of the security interests
created by the Original Indentures, if any, or the Indentures.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the prospectus, and in any subsequently filed prospectus
supplements, relating to the Certificates that constitutes part of the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
Davis Polk & Wardwell
