Exhibit 5
FLORIDA EAST COAST INDUSTRIES, INC.
January 3, 2001
Florida East Coast Industries, Inc.
One Malaga Street
St. Augustine, Florida 32085
Ladies and Gentlemen:
I am General Counsel of Florida East Coast Industries, Inc. (the
"Company), and render this opinion in connection with the filing by the Company
of a Registration Statement on Form S-8 being filed by the Company on the date
hereof (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to 1,000,000 shares of Class A Common Stock, no par value, of the
Company (the "Shares") issuable pursuant to the Company's Stock Incentive Plan.
I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such corporate documents and records which I have deemed
necessary or appropriate for the purposes of the opinion and have conducted
such other investigations of fact and law as I have deemed necessary or
advisable for purposes of this opinion. I have assumed that the signatures
(other than those of officers of the Company) on all documents that I have
examined are genuine.
Based upon the foregoing, I am of the opinion that the Shares are validly
authorized and, when issued under each of the plans described above in
accordance with the terms thereof, will be legally issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Heidi J. Eddins
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Heidi J. Eddins
General Counsel
