Shares PROGRESS RAIL SERVICES, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2006 • Progress Rail Services, Inc. • Transportation services • New York
We have acted as special counsel for Progress Rail Services, Inc., a Delaware corporation (the “Company”), in connection with the public offering and sale to the Underwriters (as defined in the Underwriting Agreement referred to herein) of shares of common stock, par value $0.01 per share (the “Shares”), of the Company. The Shares are being sold to the Underwriters pursuant to the terms of an Underwriting Agreement, dated , 2006 (the “Underwriting Agreement”), between the Company and the Underwriters. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement. This opinion is being delivered to you pursuant to Section 5(c) of the Underwriting Agreement.
