Exhibit 5.1

                          [McGuireWoods LLP Letterhead]

                                  March 5, 2002

CSX Corporation
One James Center
901 East Cary Street
Richmond, VA 23219

Ladies and Gentlemen:

     We have advised CSX Corporation, a Virginia corporation (the "Company"), in
connection with (i) the Registration Statement on Form S-3 as amended (File No.
333-60134) (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, the Company's debt securities, trust
preferred securities (and related guarantee and agreement as to expenses and
liabilities), common stock, preferred stock, securities warrants and depositary
shares, from the sale of which the Company may receive proceeds of up to
$1,000,000,000, to be offered from time to time by the Company on terms to be
determined at the time of the offering and (ii) the issuance by the Company of
up to $400,000,000 aggregate principal amount of the Company's 6.30% Notes due
2012 (the "Notes") as described in the Company's Prospectus, dated May 17, 2001,
which is a part of the Registration Statement, and Prospectus Supplement, dated
March 5, 2002 (the "Prospectus Supplement"), and pursuant to an indenture dated
as of August 1, 1990, between the Company and JP Morgan Chase Bank, formerly
known as The Chase Manhattan Bank, as trustee (the "Trustee"), as supplemented
by a First Supplemental Indenture dated as of June 15, 1991, a Second
Supplemental Indenture dated as of May 6, 1997, a Third Supplemental Indenture
dated as of April 22, 1998, and a Fourth Supplemental Indenture dated as of
October 30, 2001 (the indenture, as so supplemented, is herein called the
"Indenture"), and the Action of Authorized Pricing Officers adopted as of March
5, 2002 (the "Action of Authorized Pricing Officers"), and the public offering
of the Notes pursuant to an Underwriting Agreement, dated March 5, 2002 (the
"Underwriting Agreement"), among the Company and the Underwriters named on
Schedule I thereto. Capitalized terms used and not defined herein shall have the
meanings assigned to them in the Registration Statement or the Indenture.

     We have examined such corporate records, certificates and other documents,
and reviewed such questions of law, as we have considered necessary or
appropriate for the purpose of this opinion.

     On the basis of such examination and review, we advise you that, in our
opinion, when the Notes have been duly issued and sold in the manner
contemplated by the Registration




March 5, 2002
Page 2


Statement and the Prospectus Supplement, and assuming due authentication thereof
by the Trustee or the Authenticating Agent in accordance with the provisions of
the Indenture, as amended and supplemented, the Notes will constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

     We hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K and the incorporation of this opinion by
reference in the Registration Statement and to references to us under the
heading "Legal Opinions" in the Registration Statement and the heading "Legal
Matters" in the Prospectus Supplement relating to the Notes. We do not admit by
giving this consent that we are in the category of persons whose consent is
required under Section 7 of the Act.



                                Very truly yours,



                              /s/ McGuireWoods LLP