Exhibit 8.1

July 24, 2002


The Kansas City Southern Railway Company
427 Wet 12th Street
Kansas City, Missouri  64105

RE:  The Kansas City Southern Railway Company
     Registration Statement on Form S-4
     Registration No. 333-92360

Ladies and Gentlemen:

     We are issuing this opinion letter in our capacity as special legal counsel
to The Kansas City Southern Railway Company, a Missouri corporation (the
"Issuer"), in connection with the proposed offer by the Issuer to exchange (the
"Exchange Offer") up to $200,000,000 in aggregate principal amount of the
Issuer's 7 1/2% senior notes due 2009 (the "new notes") for and in replacement
of the Issuer's outstanding 7 1/2% senior notes due 2009 (the "outstanding
notes"), pursuant to a Registration Statement on Form S-4 (Registration No.
333-92360) originally filed with the Securities and Exchange Commission (the
"Commission") on July 12, 2002, under the Securities Act of 1933, as amended
(the "Act") (such Registration Statement, as amended or supplemented, is
hereinafter referred to as the "Registration Statement").

     We hereby confirm that, although the discussion set forth under the caption
"Certain United States Federal Income Tax Considerations" in the Registration
Statement is a summary of material United States federal income tax consequences
of the exchange of outstanding notes for new notes and does not purport to
discuss all possible United States federal income tax consequences to holders of
outstanding notes or new notes, the statements contained in the Registration
Statement under such caption, to the extent they constitute matters of U.S.
federal income tax law or legal conclusions with respect thereto, have been
prepared or reviewed by us, and, in our opinion, are correct in all material
respects. Our opinion is conditioned on, among other things, the initial and
continuing accuracy of the facts, statements and representations set forth in
the Registration Statement.

     The opinion set forth above is based upon the applicable provisions of the
Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated
or proposed thereunder, current positions of the Internal Revenue Service (the
"IRS") contained in published revenue rulings, revenue procedures and
announcements, existing judicial decisions and other applicable authorities. No
tax ruling has been sought from the IRS with respect to any of the matters
discussed herein. Unlike a ruling from the IRS, an opinion of counsel is not
binding on the IRS. Hence, no assurance can be given that the opinion stated in
this letter will not be successfully challenged by the IRS or by a court. We
express no opinion concerning any tax consequences of the Exchange Offer except
as expressly set forth above.

     We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.

     This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. This
opinion is rendered on the date hereof and we have no continuing obligation
hereunder to inform you of changes of law or fact subsequent to the date hereof
or facts of which we have become aware after the date hereof.

     This opinion is solely for your benefit and may not be furnished to, or
relied upon by, any other person or entity without the express written consent
of the undersigned.


                                      Sincerely,


                                      /s/ Sonnenschein Nath & Rosenthal