[Letter head of Skadden, Arps, Slate, Meagher & Flom LLP]
Exhibit 5.1
December 19, 2022
Triumph Group, Inc.
899 Cassatt Road, Suite 210
Berwyn, PA 19312
Re: Triumph Group, Inc.
22,425,627 Shares of Common Stock underlying
Warrant Distribution
Ladies and Gentlemen:
We have acted as special United States counsel to Triumph Group, Inc., a Delaware corporation (the “Company”), in connection with the Warrant Agreement, dated December 19, 2022 (the “Warrant Agreement”), among the Company, Computershare Inc., a Delaware corporation, and its affiliate Computershare Trust Company, N.A., as warrant agent, relating to the issuance of Warrants (the “Warrants”) and the issuance upon exercise of the Warrants, from time to time, of up to 22,425,627 shares of the Company’s Common Stock, par value $0.001 per share (the “Securities”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act").
In rendering the opinions stated herein, we have examined and relied upon the following:
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December 19, 2022
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We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below, including the facts and conclusions set forth in the Secretary's Certificate and the factual representations and warranties contained in the Warrant Agreement. We have assumed that the issuance of the Securities does not violate or conflict with any agreement or instrument binding on the Company (except that we do not make this assumption with respect to the Certificate of Incorporation or the Bylaws or with respect to those agreements or instruments which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the year ended March 31, 2022).
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the factual representations and warranties set forth in the Warrant Agreement.
We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”). The Securities may be sold from time to time on a delayed or continuous basis, and this opinion is limited to the
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December 19, 2022
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laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:
We hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, 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. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
MJZ