
                                                            Exhibit 5
September 24, 2003

OPINION OF COUNSEL

The Board of Directors
Norfolk Southern Corporation:

As Senior General Counsel of Norfolk Southern Corporation
("Corporation"), I have acted as counsel for the Corporation in
connection with the proposed reservation for issuance by the
Corporation of 5,000,000 shares ("Shares") of Norfolk Southern
Corporation Common Stock ("Common Stock") pursuant to the terms of
the Thrift and Investment Plan of Norfolk Southern Corporation and
Participating Subsidiary Companies, as amended ("Plan").

This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of regulation S-K under the Securities Act of 1933,
as amended ("Securities Act").  In furnishing this opinion, I or
attorneys under my supervision have examined such documents, legal
opinions and precedents, corporate and other records of the
Corporation, and certificates of public officials and officers of
the Corporation as I or we have deemed necessary or appropriate
in the circumstances to provide a basis for the opinion set
forth below.  In this examination, I or they have assumed the
genuineness of all signatures, the authenticity of all documents
submitted as original documents and conformity to original
documents of all documents submitted as certified or photostatic
copies.

On the basis of the foregoing and such other investigation as
I have deemed necessary, I am of the opinion that any Shares
of Common Stock, when issued and delivered for the purposes
described in and in accordance with the terms of the Plan,
will be duly authorized, legally issued and fully paid and
nonassessable.

I consent to the filing of this opinion as an Exhibit to this
Registration Statement filed by the Corporation in connection
with the registration under the Securities Act of 1933, as
amended, of Common Stock to be issued pursuant to the Plan.



                                          /s/ Joseph C. Dimino

                                          Joseph C. Dimino, Esq.








