[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
September 1, 1999
(212) 351-4000 C 93024-03589
United Parcel Service, Inc.
55 Glenlake Parkway, N.E.
Atlanta, GA 30328
Re: United Parcel Service, Inc. -
Registration Statement on Form S-4 (File No. 333-83349)
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-4, File No. 333-
83349, as amended (the "Registration Statement"), of United Parcel Service,
Inc., a Delaware corporation (the "Company"), filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), in connection with the offering by the
Company to the shareowners of United Parcel Service of America, Inc. ("UPS") of
the Company's Class A-1 common stock, par value $0.01 per share, the Company's
Class A-2 common stock, par value $0.01 per share, and the Company's Class A-3
common stock, par value $0.01 per share (collectively, the "Shares"), in
connection with the proposed merger of UPS Merger Subsidiary, Inc., the
Company's wholly owned subsidiary, with and into UPS.
We have examined the originals, or photostatic or certified copies, of such
records of the Company and certificates of officers of the Company and of public
officials and such other documents as we have deemed relevant and necessary as
the basis for the opinions set forth below. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
September 1, 1999
Page 2
Based upon the foregoing examination and in reliance thereon, and subject
to the assumptions stated and in reliance on statements of fact contained in the
documents that we have examined, we are of the opinion that Shares, when issued,
will be validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any
jurisdiction other than the laws of the United States of America and the
Delaware General Corporation Law. In rendering this opinion, we assume no
obligation to revise or supplement this opinion should current laws, or the
interpretations thereof, be changed.
We consent to the filing of this opinion as an exhibit to the Registration
Statement, and we further consent to the use of our name under the caption
"Legal Matters" in the Registration Statement and the proxy statement/prospectus
which forms a part thereof. In giving these consents, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
SRF/EMG/JDF