1 Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 18, 1995 AIRBORNE FREIGHT CORPORATION (Exact name of registrant as specified in Charter) Delaware 1-6512 91-0837469 -------- ------ ---------- State or Other Commission IRS Employer Jurisdiction of File Number Identification Incorporation Number 3101 Western Avenue, P.O. Box 662, Seattle, Washington 98111 Address of Principal Executive Offices Registrant's Telephone Number Including Area Code: (206) 285-4600 2 ITEM 5 - OTHER MATERIALLY IMPORTANT EVENTS 1) On September 18, 1995, Airborne Freight Corporation sold $100,000,000 aggregate principal amount of 7.35% Notes due September 15, 2005. ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 5. Opinion of Counsel Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AIRBORNE FREIGHT CORPORATION Dated: September 18, 1995 By /s/ J. VERNON WILLIAMS J. Vernon Williams Assistant Secretary 3 EXHIBIT INDEX Exhibits Page -------- ---- 5. Opinion of Counsel 4 4 September 18, 1995 Airborne Freight Corporation 3101 Western Avenue Post Office Box 662 Seattle, Washington 98111 RE: Registration on Form S-3, Relating to the Offering of up to $100,000,000 of Notes Ladies and Gentlemen: You have requested our opinion as to the legality of issuance of up to $100,000,000 of Notes (the "Notes") of Airborne Freight Corporation, a Delaware corporation (the "Company"), as well as guarantees of such Notes (the "Guarantees") issued by ABX Air, Inc., a Delaware corporation ("ABX"), a wholly-owned subsidiary of the Company, Airborne Forwarding Corporation, a Delaware corporation ("AFC"), a wholly-owned subsidiary of the Company, Airborne FTZ, Inc., an Ohio corporation ("AFTZ"), a wholly-owned subsidiary of ABX, and by Wilmington Air Park, Inc., an Ohio corporation ("WAP"), a wholly-owned subsidiary of ABX. The Notes and Guarantees are to be offered pursuant to the above-referenced Registration Statement. This opinion is being furnished in response to Item 601 of Regulation S-K and the instructions to Form S-3. As general counsel for the Company, ABX, AFC, AFTZ and WAP, we are familiar with (i) the Restated Certificate of Incorporation, as amended, Bylaws, and corporate proceedings of the Company; (ii) the Certificate of Incorporation, as amended, Bylaws and corporate proceedings of ABX; (iii) the Certificate of Incorporation, Bylaws and corporate proceedings of AFC; (iv) the Articles of Incorporation, Bylaws and corporate proceedings of AFTZ; and (v) the Articles of Incorporation, Code of Regulations, and corporate proceedings of WAP. We have assisted in the preparation of the above-referenced Registration Statement, including the Prospectus contained therein. Based upon the foregoing, we are of the opinion that: 1. the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware; 5 Airborne Freight Corporation September 18, 1995 Page 2 2. ABX has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware; 3. AFC has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware; 4. AFTZ has been duly incorporated and is validly existing as a corporation in good standing under the laws of Ohio; 5. WAP has been duly incorporated and is validly existing as a corporation in good standing under the laws of Ohio; and 6. the Notes and Guarantees are valid and legally binding obligations of the Company, ABX, AFC, AFTZ and WAP respectively. With respect to our opinion in paragraph 6, we express no opinion as to the effect of federal or state laws regarding fraudulent conveyances, preferential transfers or distributions by corporations to stockholders. We do not purport to be expert on, or to express any opinions herein concerning any law other than the substantive law of the State of Washington, the corporate law of the State of Delaware, and the federal laws of the United States. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement, and to the inclusion in the Prospectus of the reference to our firm under the heading "Validity of Securities." Very truly yours, RIDDELL, WILLIAMS, BULLITT & WALKINSHAW By /s/ DAVID D. HOFF David D. Hoff