Attached files
file | filename |
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8-K - FORM 8-K - BURLINGTON NORTHERN SANTA FE, LLC | d84300e8vk.htm |
EX-1.1 - EX-1.1 - BURLINGTON NORTHERN SANTA FE, LLC | d84300exv1w1.htm |
EX-4.2 - EX-4.2 - BURLINGTON NORTHERN SANTA FE, LLC | d84300exv4w2.htm |
EX-4.1 - EX-4.1 - BURLINGTON NORTHERN SANTA FE, LLC | d84300exv4w1.htm |
Exhibit 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]
[New York Office]
August 22, 2011
Burlington Northern Santa Fe, LLC
$450,000,000 Principal Amount of 3.45% Debentures due September 15, 2021
$300,000,000 Principal Amount of 4.95% Debentures due September 15, 2041
$450,000,000 Principal Amount of 3.45% Debentures due September 15, 2021
$300,000,000 Principal Amount of 4.95% Debentures due September 15, 2041
Ladies and Gentlemen:
We have acted as counsel for Burlington Northern Santa Fe, LLC, a Delaware limited liability
company (the Company), in connection with the public offering and sale by the Company of
$450,000,000 principal amount of 3.45% Debentures due September 15, 2021 (the 2021 Debentures)
and $300,000,000 principal amount of the Companys 4.95% Debentures due September 15, 2041 (the
2041 Debentures and, together with the 2021 Debentures, the Securities) to be issued pursuant
to an indenture dated as of December 1, 1995, between the Company (as successor to Burlington
Northern Santa Fe Corporation, a Delaware corporation (the Predecessor)) and The Bank of New York
Mellon Trust Company, N.A., as successor Trustee (the Trustee), the Fifth Supplemental Indenture,
dated as of February 11, 2010, among the Predecessor, R Acquisition Company, LLC, a Delaware
limited liability company (subsequently renamed Burlington Northern Santa Fe, LLC), and the Trustee
(the Indenture, as so supplemented, the Base Indenture) and the Ninth Supplemental Indenture,
dated as of August 22, 2011, between the Company and the Trustee (the Ninth Supplemental
Indenture and, together with the Base Indenture, the Indenture).
In that connection, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents, corporate records and other instruments as we have deemed
necessary or appropriate for the purposes of this opinion, including the Indenture and the
Registration Statement on Form S-3 (Registration No.
333-166755), filed with the Securities and Exchange Commission (the Commission) on May 12,
2010 (the Registration Statement), for registration under the Securities Act of 1933 (the
Securities Act) of an indeterminate amount of debt securities of the Company, to be issued from
time to time by the Company. As to various questions of fact material to this opinion, we have
relied upon representations of officers or directors
2
of the Company and documents furnished to us
by the Company without independent verification of their accuracy. We have also assumed (a) the
genuineness of all signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic original documents of all documents submitted to us as copies, and (b)
that the Indenture has been duly authorized, executed and delivered by, and represents a legal,
valid and binding obligation of, the Trustee
Based on the foregoing and subject to the qualifications set forth herein, we are of opinion
that when the Securities are authenticated in accordance with the provisions of the Indenture and
delivered and paid for the Securities will constitute legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms and entitled to the
benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and other similar laws affecting creditors rights generally from
time to time in effect and to general principles of equity, including, without limitation, concepts
of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a
proceeding in equity or at law).
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. We also consent to the reference to our firm under the caption Legal
Matters in the Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.
3
We are admitted to practice in the State of New York, and we express no opinion as to matters
governed by any laws other than the Delaware Limited Liability Company Act, the laws of the State
of New York and the Federal laws of the United States of America.
Very truly yours,
/s/ Cravath, Swaine & Moore LLP
Burlington Northern Santa Fe, LLC
2650 Lou Menk Drive
Fort Worth, Texas 76131-2830