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EXHIBIT 5.1
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
September 25, 2000
RailAmerica Transportation Corp.
RailAmerica, Inc.
The entities set forth on Schedule I attached hereto
5300 Broken Sound
Boulevard, N.W.
Boca Raton, Florida 33487
Ladies and Gentlemen:
We have acted as legal counsel for RailAmerica Transportation Corp., a
Delaware corporation (the "Company"), RailAmerica, Inc., a Delaware corporation
("RailAmerica"), and the direct and indirect subsidiaries of RailAmerica set
forth on Schedule 1 attached hereto (together with RailAmerica, the
"Guarantors") in connection with the preparation of a Registration Statement on
Form S-4, including the Prospectus constituting a part thereof (the
"Registration Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
an offer to exchange (the "Exchange Offer") the Company's registered 12-7/8%
Senior Subordinated Notes due 2010 (the "Registered Notes") and the Guarantors'
registered Guarantees thereof (the "Registered Guarantees") for all of the
Company's outstanding 12-7/8% Senior Subordinated Notes due 2010 (the
"Outstanding Notes") and the Guarantors' outstanding Guarantees thereof (the
"Outstanding Guarantees").
The Outstanding Notes and Outstanding Guarantees were issued, and the
Registered Notes and Registered Guarantees will be issued, pursuant to an
Indenture (the "Indenture") dated as of August 14, 2000, by and among the
Company, the Guarantors and Wells Fargo Bank Minnesota, N.A., as Trustee (the
"Trustee").
We have examined such documents and records and other certificates and
instruments and have conducted such investigation as we have deemed necessary to
enable us to render this opinion.
Based upon the foregoing, and in reliance thereon, and subject to the
assumptions, limitations, qualifications and exceptions set forth below, we are
of the opinion that:
1. Assuming the Registration Statement (including any amendments
thereto) shall become effective under the Securities Act and the execution and
delivery of the Registered Notes have been duly authorized by all necessary
action on the part of the Company, when executed and authenticated by the
Trustee in accordance with their terms
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and the terms of the Indenture, and delivered in exchange for the Outstanding
Notes pursuant to the Indenture and the Exchange Offer, the Registered Notes
will be legally issued and valid and binding obligations of the Company
enforceable in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to
or affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws) and by general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief regardless of whether considered in a proceeding in equity or at law; and
2. Assuming the Registration Statement (including any amendments
thereto) shall become effective under the Securities Act and the execution and
delivery of the Registered Guarantees have been duly authorized by all necessary
corporate action on the part of the Guarantors, when executed and authenticated
by the Trustee in accordance with its terms and the terms of the Indenture, and
delivered pursuant to the Indenture and the Exchange Offer, the Registered
Guarantees will be the legally issued and valid and binding obligations of the
Guarantors enforceable in accordance with their terms, except as may be limited
by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating
to or affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws) and by general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief regardless of whether considered in a proceeding in equity or at law.
Our opinion as to enforceability of the Registered Notes and the
Registered Guarantees is subject to the qualification that certain provisions
thereof may be unenforceable in whole or in part under the laws of the States of
Delaware and New York, as applicable, but the inclusion of any such provision
will not affect the validity of the Registered Notes or the Registered
Guarantees and each of them contain legally adequate provisions for the
realization of the principal legal rights and benefits afforded thereby. We
express no opinion concerning federal or state securities laws.
We are qualified to practice law in the State of Florida and we do not
purport to be experts on the law of any other jurisdiction other than the
federal laws of the United States of America. In rendering our opinions with
respect to the Registered Notes and the Registered Guarantees, we have assumed
with your permission, and without independent investigation, that the applicable
laws of the State of New York are identical in all relevant respects to the
substantive laws of the State of Florida. We express no opinion and make no
representation with respect to the law of any other jurisdiction.
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This opinion is for your benefit and it may not be reprinted,
reproduced or distributed to any other person for any purpose without our prior
written consent, except that we hereby consent to the reference to our firm
under the caption "Legal Matters" in the Prospectus which is filed as part of
the Registration Statement, and to the filing of this opinion as an exhibit to
such Registration Statement. In giving this consent, we do not admit that we are
experts within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of the Securities
Act. Our opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other matters
relating to the Company, the Guarantors or any other person, or any other
document or agreement involved with the transactions contemplated by the
Exchange Offer. We assume no obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinions expressed herein.
Respectfully submitted,
GREENBERG TRAURIG, P.A.
By: /s/ Fern S. Watts
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Fern S. Watts
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SCHEDULE 1
SUBSIDIARIES
Austin & Northwestern Railroad Company, Inc.
Boston Central Freight Railroads, Inc.
Cascade and Columbia River Railroad Company, Inc.
Central Oregon & Pacific Railroad, Inc.
Central Railroad Company of Indiana
Connecticut Southern Railroad, Inc.
Dakota Rail, Inc.
Dallas, Garland & Northeastern Railroad, Inc.
Dallas, Garland & Northeastern Railroad, Inc.
Delaware Valley Railway Company, Inc.
Florida Rail Lines, Inc.
Georgia Southwestern Railroad, Inc.
Huron and Eastern Railway Company, Inc.
Indiana & Ohio Central Railroad, Inc.
Indiana & Ohio Rail Corp.
Indiana & Ohio Railway Company
Indiana Southern Railroad, Inc.
Marksman Corp.
Mid-Michigan Railroad, Inc.
Missouri & Northern Arkansas Railroad Company, Inc.
New England Central Railroad, Inc.
New Orleans Lower Coast Railroad Company, Inc.
North Carolina and Virginia Railroad Company, Inc.
Otter Tail Valley Railroad Company, Inc.
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Palm Beach Rail Holding, Inc.
Pittsburg Industrial Railroad, Inc.
Plainview Terminal Company
Prairie Holdings Corporation
Rail Operating Support Group, Inc.
RailAmerica Australia, Inc.
RailAmerica Equipment Corporation
RailAmerica Intermodal Services, Inc.
RaiLink Acquisition Inc.
RailTex Acquisition Corp.
RailTex Distribution Services, Inc.
RailTex, Inc.
RailTex International Holdings, Inc.
RailTex Logisitics, Inc.
RailTex Services Co., Inc.
Saginaw Valley Railway Company, Inc.
San Diego & Imperial Valley Railroad Company, Inc.
South Carolina Central Railroad Company, Inc.
South Central Tennessee Railroad Corp., Inc.
The Toledo, Peoria & Western Railroad Corporation
Toledo, Peoria & Western Railway Corporation
Ventura County Railroad Co., Inc.
West Texas and Lubbock Railroad Company, Inc.
