EXHIBIT 5(a)
March 10, 2000
North American Railways, Inc.
0000 Xxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxx 00000
Re: Combination Agreement, dated as of December 18, 1999, by and among
Canadian National Railway Company, Burlington Northern Santa Fe
Corporation, North American Railways, Inc. and Western Merger Sub,
Inc., as amended (the "Combination Agreement")
Ladies and Gentlemen:
We have acted as special counsel to North American Railways, Inc., a
Delaware corporation ("NAR"), in connection with the corporate proceedings taken
and to be taken relating to the Combination Agreement and the issuance of one
share of NAR common stock and one voting share of Canadian National Railway
Company ("CN") for each issued and outstanding share of Burlington Northern
Santa Fe Corporation common stock, and the issuance of 1.05 shares of NAR common
stock and 1.05 CN voting shares (or 1.05 CN exchangeable shares, exchangeable at
any time on a one-for-one basis for shares of NAR common stock, and 1.05 CN
voting shares together with an interest in a trust entitling the holder to
voting rights in NAR equivalent to the voting rights of holders of NAR common
stock) for each issued and outstanding CN common share (the "Combination"), as
contemplated by the Combination Agreement. We have also participated in the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of a registration statement on Form S-4 (the
"Registration Statement") relating to the Combination. In this connection, we
have examined such corporate and other records, instruments, certificates and
documents as we considered necessary to enable us to express this opinion.
Based on the foregoing, it is our opinion that the shares of NAR common
stock issuable in the Combination have been duly and validly authorized by all
necessary action on the part of NAR and when issued pursuant to the terms of the
Combination Agreement will be validly issued, fully paid and non-assessable by
NAR.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the caption "Chapter Three - Certain
Legal Information -- Legal Matters" therein.
Very truly yours,
/s/ Xxxxx, Xxxxx & Xxxxx
XXXXX, XXXXX & XXXXX
