EXHIBIT 5
[SIMPSON THACHER & BARTLETT LLP LETTERHEAD]
February 2, 2005
L-3 Communications Corporation
600 Third Avenue, 34th Floor
New York, NY 10016
Ladies and Gentlemen:
We have acted as counsel to L-3 Communications Corporation, a Delaware
corporation (the "Company"), and to the Delaware subsidiaries of the Company
named on Schedule I attached hereto (each, a "Delaware Guarantor" and
collectively, the "Delaware Guarantors") and to the non-Delaware subsidiaries of
the Company named on Schedule II attached hereto (each, a "Non-Delaware
Guarantor," collectively, the "Non-Delaware Guarantors," and taken together with
the Delaware Guarantors, the "Guarantors") in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by the Company and
the Guarantors with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, relating to the issuance by the
Company of $650,000,000 aggregate principal amount of 5 7/8% Series B Senior
Subordinated Notes due 2015 (the "Exchange Notes") and the issuance by the
Guarantors of guarantees (the "Guarantees") with respect to the Exchange Notes.
The Exchange Notes and the Guarantees will be issued under an indenture dated as
of November 12, 2004 (the "Indenture") among the Company, the Guarantors and The
Bank of New York, as trustee (the "Trustee"). The Exchange Notes will be offered
by the Company in exchange for $650,000,000 aggregate principal amount of its
outstanding 5 7/8% Senior Subordinated Notes due 2015.
We have examined the Registration Statement and the Indenture, which
has been filed with the Commission as an exhibit to the Registration Statement.
We also have examined the
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originals, or duplicates or certified or conformed copies, of such corporate
records, agreements, documents and other instruments and have made such other
investigations as we have deemed relevant and necessary in connection with the
opinions hereinafter set forth. As to questions of fact material to this
opinion, we have relied upon certificates or comparable documents of public
officials and of officers and representatives of the Company and the Guarantors.
In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies and the authenticity of the originals of such latter
documents. We also have assumed that the Indenture is the valid and legally
binding obligation of the Trustee. We have assumed further that (1) the
Non-Delaware Guarantors have duly authorized, executed and delivered the
Indenture and the Guarantees, (2) the execution, delivery and performance by the
Non-Delaware Guarantors of the Indenture and the Guarantees do not and will not
violate the laws of the Non-Delaware Guarantors' respective states of
incorporation or any other applicable laws (excepting the laws of the State of
New York and the federal laws of the United States) and (3) each of the
Non-Delaware Guarantors is duly incorporated and validly existing under the laws
of its respective jurisdiction of organization.
Based upon the foregoing, and subject to the qualifications,
assumptions and limitations stated herein, we are of the opinion that:
1. When the Exchange Notes have been duly executed,
authenticated, issued and delivered in accordance with the provisions
of the Indenture upon the exchange, the Exchange Notes will constitute
valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms.
2. When (a) the Exchange Notes have been duly executed,
authenticated, issued and delivered in accordance with the provisions
of the Indenture upon the exchange and (b) the Guarantees have been
duly endorsed as a notation on the Exchange Notes, the Guarantees will
constitute valid and legally binding obligations of the Guarantors
enforceable against the Guarantors in accordance with their terms.
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Our opinions set forth above are subject to (i) the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, (ii)
general equitable principles (whether considered in a proceeding in equity or at
law) and (iii) an implied covenant of good faith and fair dealing.
We do not express any opinion herein concerning any law other than the
law of the State of New York, the federal law of the United States, the Delaware
General Corporation Law (including the statutory provisions, all applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting the foregoing), the Delaware Limited Liability Company Act and the
Delaware Revised Uniform Limited Partnership Act.
We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP
SCHEDULE I
DELAWARE GUARANTORS
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BROADCAST SPORTS INC., a Delaware corporation
HENSCHEL INC., a Delaware corporation
HYGIENETICS ENVIRONMENTAL SERVICES, INC., a Delaware corporation
KDI PRECISION PRODUCTS, INC., a Delaware corporation
L-3 COMMUNICATIONS AIS GP CORPORATION, a Delaware corporation
L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC., a Delaware corporation
L-3 COMMUNICATIONS AYDIN CORPORATION, a Delaware corporation
L-3 COMMUNICATIONS CE HOLDINGS, INC., a Delaware corporation
L-3 COMMUNICATIONS ESSCO, INC., a Delaware corporation
L-3 COMMUNICATIONS FLIGHT INTERNATIONAL AVIATION LLC, a Delaware limited
liability company
L-3 COMMUNICATIONS FLIGHT CAPITAL LLC, a Delaware limited liability company
L-3 COMMUNICATIONS ILEX SYSTEMS, INC., a Delaware corporation
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., a Delaware limited partnership
L-3 COMMUNICATIONS INVESTMENTS INC., a Delaware corporation
L-3 COMMUNICATIONS KLEIN ASSOCIATES, INC., a Delaware corporation
L-3 COMMUNICATIONS MAS (US) CORPORATION, a Delaware corporation
L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS, INC., a Delaware corporation
L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION LLC, a Delaware limited
liability company
L-3 COMMUNICATIONS VERTEX AEROSPACE LLC, a Delaware limited liability company
MPRI, INC., a Delaware corporation
PAC ORD INC., a Delaware corporation
POWER PARAGON, INC., a Delaware corporation
SHIP ANALYTICS INTERNATIONAL, INC., a Delaware corporation
SPD ELECTRICAL SYSTEMS, INC., a Delaware corporation
SPD SWITCHGEAR INC., a Delaware corporation
WESCAM AIR OPS INC., a Delaware corporation
WESCAM AIR OPS LLC, a Delaware limited liability company
WESCAM HOLDINGS (US) INC., a Delaware corporation
WESCAM LLC, a Delaware limited liability company
SCHEDULE II
NON-DELAWARE GUARANTORS
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APCOM, INC., a Maryland corporation
D.P. ASSOCIATES INC., a Virginia corporation
ELECTRODYNAMICS, INC., an Arizona corporation
INTERSTATE ELECTRONICS CORPORATION, a California corporation
L-3 COMMUNICATIONS AEROMET, INC., an Oregon corporation
L-3 COMMUNICATIONS CINCINNATI ELECTRONICS CORPORATION, an Ohio corporation
L-3 COMMUNICATIONS CSI, INC., a California corporation
L-3 COMMUNICATIONS AVYSIS CORPORATION, a Texas corporation
L-3 COMMUNICATIONS GOVERNMENT SERVICES, INC., a Virginia corporation
L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC., a California corporation
L-3 COMMUNICATIONS WESTWOOD CORPORATION, a Nevada corporation
MCTI ACQUISITION CORPORATION, a Maryland corporation
MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED, a Maryland corporation
MICRODYNE CORPORATION, a Maryland corporation
MICRODYNE OUTSOURCING INCORPORATED, a Maryland corporation
SHIP ANALYTICS, INC., a Connecticut corporation
SHIP ANALYTICS USA, INC., a Connecticut corporation
SYCOLEMAN CORPORATION, a Florida corporation
TROLL TECHNOLOGY CORPORATION, a California corporation
WESCAM INCORPORATED, a Florida corporation
WESCAM SONOMA INC., a California corporation
WOLF COACH, INC., a Massachusetts corporation
