EXHIBIT 5(b)
Xxxxx 00, 0000
Xxxxxxxx National Railway Company
000 xx xx Xxxxxxxxxxx Xxxxxx Xxxx
00xx Xxxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
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 Canadian counsel to Canadian National
Railway Company, a corporation governed under the laws of Canada ("CN"), in
connection with the corporate proceedings taken and to be taken relating to the
Combination Agreement and a related plan of arrangement pursuant to section 192
of the Canada Business Corporations Act (the "CBCA") involving CN, North
American Railways, Inc. ("NAR"), NAR Holdings Company and CN securityholders
(the "Arrangement"), together providing for the issuance of one share of NAR
common stock and one voting share of 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, upon election of a
shareholder, 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 and the related Arrangement. Each CN voting share and CN
exchangeable share will be stapled to, and will trade together as a single
security with, one share of NAR common stock (the "Stapled Securities").
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 F-4 and S-4 (File Nos. 333-94399 and
333-94397) (the "Registration Statement") relating to the Combination. In this
connection, we have examined such corporate and other
2
records, instruments, certificates and documents as we considered necessary to
enable us to express this opinion.
In examining all documents, we have assumed that all individuals had
the requisite legal capacity; all signatures are genuine; all documents
submitted to us as originals are complete and authentic and all photostatic,
certified, telecopied, notarial or other copies conform to the originals; and
all facts set forth in the official public records, certificates and documents
supplied by public officials or otherwise conveyed to us by public officials are
complete, true and accurate.
Our opinion is expressed only with respect to the laws of Canada in
effect on the date of this opinion.
Based on the foregoing, and subject to the Arrangement being
approved by the securityholders of CN in accordance with the order of the Quebec
Superior Court (the "Court") dated March 6, 2000, and being approved by a final
order of the Court in accordance with the requirements of the CBCA, it is our
opinion that the CN voting shares to be issued pursuant to the Arrangement will
have been duly and validly authorized for issuance by all necessary action on
the part of CN, and when issued in the form of Stapled Securities, as provided
in the Arrangement, will be validly issued, fully paid and non-assessable shares
in the capital of CN.
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/ Stikeman Xxxxxx
XXXXXXXX XXXXXXX
