EXHIBIT 5(A)(2)
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 Pass Through Certificates (the "Pass Through Certificates") that may be
issued by the Corporation in one or more series from time to time on a delayed
basis. The Pass Through Certificates will be issued pursuant to the provisions
of a Pass Through Trust Agreement to be entered into between the Corporation
and First Security Bank, National Association (the "Pass Through Trustee"),
substantially in the form filed as Exhibit 4(a)(1) to the Registration
Statement (the "Pass Through Agreement"), as supplemented by a separate Series
Supplement for each series of Pass Through Certificates (each, a "Series
Supplement").
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 Pass Through Agreement filed with the Commission. Unless
otherwise defined herein, capitalized terms used herein have the meanings
assigned thereto in the Pass Through Agreement.
Based on the foregoing, it is our opinion that:
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Assuming (i) the due authorization, execution and delivery of the Pass
Through Agreement and each applicable Series Supplement by each of the parties
thereto (other than the Corporation), (ii) that the Pass Through Agreement and
each applicable Series Supplement have not been terminated, varied, transferred
or assigned, (iii) the due authorization, execution, issue, delivery and
authentication by the Pass Through Trustee of the Pass Through Certificates to
be issued under the Pass Through Agreement and each applicable Series
Supplement, in each case in accordance with the terms of such Pass Through
Agreement and each such Series Supplement and (iv) in the case of a refinancing
transaction, that any outstanding equipment trust certificates previously
issued by the Owner Trustee under any related Indenture have been delivered to
the Indenture Trustee thereunder for cancellation and have been cancelled, (A)
the Pass Through Agreement and each applicable Series Supplement, when duly
executed and delivered, will constitute, valid and binding agreements of each
of the parties thereto, and (B) the Pass Through Certificates, when duly
authorized, executed, issued, delivered and authenticated by the Pass Through
Trustee in accordance with the terms of the Pass Through Agreement and each
applicable Series Supplement 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 Pass Through Trustee and will be entitled to the benefits of
the Pass Through Agreement and each applicable Series Supplement.
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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm under the captions
"Legal Matters" and "Federal Income Tax Consequences" in the prospectus, and in
any subsequently filed prospectus supplements, relating to the Pass Through
Certificates that constitutes part of the Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
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Davis Polk & Wardwell
