Attached files
file | filename |
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8-K - FORM 8-K - BURLINGTON NORTHERN SANTA FE, LLC | d310906d8k.htm |
EX-4.1 - TENTH SUPPLEMENTAL INDENTURE, DATED AS OF MARCH 2, 2012 - BURLINGTON NORTHERN SANTA FE, LLC | d310906dex41.htm |
EX-4.2 - CERTIFICATE OF DETERMINATION - BURLINGTON NORTHERN SANTA FE, LLC | d310906dex42.htm |
EX-1.1 - UNDERWRITING AGREEMENT, DATED FEBRUARY 28, 2012 - BURLINGTON NORTHERN SANTA FE, LLC | d310906dex11.htm |
Exhibit 5.1
[Letterhead of]
C R A V A T H , S W A I N E & M O O R E L L P
[New York Office]
March 2, 2012
Burlington Northern Santa Fe, LLC
$625,000,000 Principal Amount of 3.05% Debentures due March 15, 2022
$625,000,000 Principal Amount of 4.40% Debentures due March 15, 2042
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 $625,000,000 principal amount of 3.05% Debentures due March 15, 2022 (the 2022 Debentures) and $625,000,000 principal amount of the Companys 4.40% Debentures due March 15, 2042 (the 2042 Debentures and, together with the 2022 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 Tenth Supplemental Indenture, dated as of March 2, 2012, between the Company and the Trustee (the Tenth 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 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 Validity of the Debentures in the Prospectus Supplement dated February 28, 2012 forming a part of 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.
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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
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