[FedEx Corporation letterhead]



April 16, 2002



FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120



Ladies and Gentlemen:



         I am the Executive Vice President, General Counsel and Secretary of

FedEx Corporation, a Delaware corporation ("FedEx"), and have acted as such in

connection with the preparation and filing of a Registration Statement on Form

S-3 (the "Registration Statement") and the prospectus contained therein (the

"Prospectus") with the Securities and Exchange Commission (the "Commission")

under the Securities Act of 1933, as amended (the "Securities Act"). The

Registration Statement relates to the offering from time to time, pursuant to

Rule 415 of the General Rules and Regulations of the Commission promulgated

under the Securities Act, by FedEx of the following securities with an aggregate

initial public offering price of up to $1 billion:



         (i) FedEx's debt securities (the "Debt Securities"), together with the

guarantees thereof (the "Guarantees") by the guarantors described in the

Registration Statement (the "Guarantors"), to be issued in one or more series

pursuant to an indenture (as amended or supplemented from time to time, the

"Indenture") to be entered into among FedEx, the Guarantors and a trustee to be

selected by FedEx; and



         (ii) FedEx's common stock, par value $0.10 per share (the "Common

Stock," and collectively with the Debt Securities and the Guarantees, the

"Securities").



         In connection with the opinions expressed below, I or attorneys under

my supervision have examined originals, or copies certified to my satisfaction,

of such agreements, documents, certificates and statements of government

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