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EXHIBIT 5.1
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
October 25, 2000
RailAmerica, Inc.
5300 Broken Sound Boulevard, N.W.
Boca Raton, Florida 33487
Ladies and Gentlemen:
We have acted as counsel to RailAmerica, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-3 (the "Registration Statement"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to (i) 130,000 warrants (the "Warrants") to purchase
an aggregate of 1,411,414 shares (the "Warrant Shares") of common stock, par
value $0.001 per share (the "Common Stock"), of the Company and (ii) the Warrant
Shares, which may be disposed of from time to time by the selling holders named
therein.
The Warrants were issued pursuant to a Warrant Agreement dated as of
August 14, 2000 (the "Warrant Agreement") between the Company and Wells Fargo
Bank Minnesota, N.A., as Warrant Agent.
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.
In rendering the opinions set forth below, we have assumed without
investigation the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as copies, and the veracity of the
Documents. As to questions of fact material to the opinions hereinafter
expressed, we have relied upon the representations and warranties of the
Company.
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. The Warrants have been duly authorized, executed and delivered by
the Company and are valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as (x) such
enforcement may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (y) such enforcement may be limited by equitable
principles of general applicability, regardless of whether enforcement is sought
in a proceeding at law or in equity.
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2. The Company has duly authorized and reserved for issuance the
Warrant Shares to be issued upon exercise of the Warrants and, when issued and
delivered upon the exercise of the Warrants against payment of the exercise
price as provided in the Warrant Agreement, the Warrant Shares will have been
validly issued and will be fully paid and non-assessable.
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 and the general corporate laws of
the State of Delaware. Accordingly, the opinions expressed herein are
specifically limited to the laws of the State of Florida, the general corporate
laws of the State of Delaware and the federal laws of the United States of
America. In rendering our opinions with respect to the Warrants and the Warrant
Shares, 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 concerning federal or state securities laws.
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 or any other person, or any other document or agreement.
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
