Attached files
file | filename |
---|---|
EX-12.1 - EX-12.1 - CSX CORP | d527232dex121.htm |
EX-5.1.1 - EX-5.1.1 - CSX CORP | d527232dex511.htm |
EX-4.4 - EX-4.4 - CSX CORP | d527232dex44.htm |
EX-4.3 - EX-4.3 - CSX CORP | d527232dex43.htm |
EX-4.2 - EX-4.2 - CSX CORP | d527232dex42.htm |
EX-4.1 - EX-4.1 - CSX CORP | d527232dex41.htm |
EX-1.1 - EX-1.1 - CSX CORP | d527232dex11.htm |
8-K - FORM 8-K - CSX CORP | d527232d8k.htm |
Exhibit 5.1.2
HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074
TEL 804 788 8200 FAX 804 788 8218 | ||||
February 20, 2018 | FILE NO: 34253.000233 |
Board of Directors
CSX Corporation
500 Water Street, 15th Floor
Jacksonville, Florida 32202
Re: | Legality of Securities Issued under Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special counsel to CSX Corporation, a Virginia corporation (the Company), in connection with the Registration Statement (No. 333-209541) on Form S-3 (the Registration Statement) filed by the Company pursuant to the Securities Act of 1933, as amended (the Securities Act), for the registration by the Company of $800,000,000 aggregate principal amount of the Companys 3.800% Notes due 2028 (the 2028 Notes), $850,000,000 aggregate principal amount of the Companys 4.300% Notes due 2048 (the 2048 Notes) and $350,000,000 aggregate principal amount of the Companys 4.650% Notes due 2068 (the 2068 Notes and, together with the 2028 Notes and the 2048 Notes, the Notes), pursuant to the indenture, dated August 1, 1990, between the Company and The Bank Of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee (the Trustee), as supplemented by a First Supplemental Indenture, dated June 15, 1991, a Second Supplemental Indenture, dated May 6, 1997, a Third Supplemental Indenture, dated April 22, 1998, a Fourth Supplemental Indenture, dated October 30, 2001, a Fifth Supplemental Indenture, dated October 27, 2003, a Sixth Supplemental Indenture, dated September 23, 2004, a Seventh Supplemental Indenture, dated April 25, 2007, and an Eighth Supplemental Indenture, dated March 24, 2010 (collectively, the Indenture).
The Notes are to be issued pursuant to the Underwriting Agreement, dated February 15, 2018 (the Underwriting Agreement), between the Company and the several underwriters named therein, for whom Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS Securities LLC are acting as representatives, and as described in the prospectus, dated February 16, 2016, contained in the Registration Statement, and the prospectus supplement, dated February 15, 2018 (the Prospectus).
ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO TYSONS WASHINGTON
www.hunton.com
Board of Directors
CSX Corporation
February 20, 2018
Page 2
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have examined originals or reproductions or certified copies of such records of the Company, certificates of officers of the Company and of public officials and such other documents as we have deemed necessary for the purpose of rendering this opinion, including, among other things:
(i) | the Amended and Restated Articles of Incorporation of the Company, as amended through the date hereof; |
(ii) | the Amended and Restated Bylaws of the Company, as amended through the date hereof; |
(iii) | the resolutions of the Board of Directors of the Company authorizing the registration and the issuance and sale of the Notes; |
(iv) | the Registration Statement and the Prospectus; |
(v) | the Underwriting Agreement; |
(vi) | the Indenture; and |
(vii) | the form of the Notes. |
For purposes of the opinions expressed below, we have assumed: (a) the authenticity of all documents submitted to us as originals; (b) the conformity to the originals of all documents submitted to us as photostatic or electronic copies and the authenticity of the originals of such documents; (c) the legal capacity of natural persons; (d) the genuineness of all signatures; (e) the due authorization, execution and delivery of all documents by all parties (other than the due authorization, execution and delivery of the Notes by the Company); and (f) the validity, binding effect and enforceability of all documents upon the Company.
As to factual matters, we have relied upon certificates of officers of the Company and certificates and oral advice of public officials.
We do not purport to express an opinion on any laws other than the laws of the Commonwealth of Virginia.
Board of Directors
CSX Corporation
February 20, 2018
Page 3
Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion that:
1. The Company has been duly incorporated and is an existing corporation in good standing under the laws of the Commonwealth of Virginia, with corporate power to execute and deliver, and to consummate the transactions contemplated under, the Notes.
2. The Company has taken all necessary corporate action required to be taken pursuant to the laws of the Commonwealth of Virginia to authorize the execution and delivery of the Notes.
The opinions set forth above are subject to the qualification that the validity, binding effect and enforceability of the Companys obligations under the Indenture and the Notes may be subject to (i) the effects of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other laws relating to or affecting creditors rights generally, (ii) general principles of equity (whether considered in a proceeding at law or in equity) and (iii) concepts of materiality, unconscionability, reasonableness, impracticability or impossibility of performance, good faith and fair dealing.
We hereby consent to (i) the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Companys Current Report on Form 8-K filed on the date hereof, (ii) the incorporation by reference of this opinion into the Registration Statement and (iii) the reference to our firm under the caption Legal Matters in the Registration Statement and the Prospectus. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
This opinion is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. The opinions expressed in this letter speak only as of its date. We do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.
Very truly yours, |
/s/ Hunton & Williams LLP |