Exhibit 5.2
Simpson Thacher & BartlettLLP
425 LEXINGTON AVENUE
NEW YORK, NY 10017-3954
TELEPHONE: +1-212-455-2000
FACSIMILE: +1-212-455-2502
November 29, 2016
L-3 Communications Corporation
600 Third Avenue
New York, New York 10016
Ladies and Gentlemen:
We have acted as counsel to L-3 Communications Corporation, a Delaware corporation (the “Company”), in connection with Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-3 (File No. 333-212152) (as amended, the “Registration Statement”) filed by the Company, the subsidiaries of the Company named on Schedule I attached hereto (each, an “Existing Guarantor” and collectively, the “Existing Guarantors”), the Delaware subsidiaries of the Company named on Schedule II attached hereto (each, a “New Delaware Guarantor” and collectively, the “New Delaware Guarantors”), and the non-Delaware subsidiaries of the Company named on Schedule III attached hereto (each, a “New Non-Delaware Guarantor” and collectively, the “New Non-Delaware Guarantors,” and taken with the New Delaware Guarantors, the “New Guarantors,” and, taken together with the Existing Guarantors, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance by the New Guarantors of the guarantees (the “New Guarantees”) to be issued in connection with an indeterminate amount of senior debt securities (the “Senior Debt Securities”)
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that may be issued by the Company. The Senior Debt Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement (including any further amendment thereto), the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus pursuant to Rule 415 under the Securities Act.
The New Guarantees will be issued under the Indenture, dated as of May 21, 2010 (as supplemented to the date hereof, the “Indenture”), among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as further supplemented by the seventh supplemental indenture dated as of October 31, 2016 (the “Seventh Supplemental Indenture”), among the Company, the New Guarantors and the Trustee.
We have examined the Registration Statement, the Indenture and the Seventh Supplemental Indenture, each of which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such 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 New 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 (1) the Indenture is the valid and legally binding obligation of the Trustee; and (2) the Seventh Supplemental Indenture is the valid and legally binding obligation of the Trustee.
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We have assumed further that (i) at the time of the issuance of the Senior Debt Securities and the New Guarantees, the Company and the New Guarantors will be validly existing, (ii) the New Non-Delaware Guarantors have duly authorized, executed and delivered the Indenture and the Seventh Supplemental Indenture. We have also assumed that the execution, issuance, delivery and performance, as applicable, by each of Company and the New Guarantors of the Indenture, as supplemented by the Seventh Supplemental Indenture, the Senior Debt Securities and the New Guarantees, as applicable, do not and will not violate the law of its jurisdiction of organization or any other applicable laws (except that no such assumption is made with respect to the law of the State of New York and the federal law of the United States) and will not breach or violate of any agreement or instrument which is then binding upon the Company or the New Guarantors.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
1. Assuming (a) the taking of all necessary corporate, limited liability company or limited partnership action to approve the issuance and terms of the New Guarantees and related matters by each New Guarantor, (b) the due execution, authentication, issuance and delivery of the Senior Debt Securities underlying such New Guarantees, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by each New Guarantor and otherwise in accordance with the provisions of the Indenture, as supplemented by the Seventh Supplemental indenture, and such agreement and (c) the due issuance of such New Guarantees, such New Guarantees will constitute valid and legally binding obligations of the New Guarantors enforceable against the New Guarantors in accordance with their terms.
Our opinion set forth in paragraphs 1 above is subject to the effects of (i) 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.
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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, 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 5.2 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
EXISTING GUARANTORS
L-3 Advanced Programs, Inc., a Delaware corporation |
L-3 Applied Technologies, 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 Electron Technologies, Inc., a Delaware corporation |
L-3 Communications ESSCO, Inc., a Delaware corporation |
L-3 Communications Flight Capital LLC, a Delaware limited liability company |
L-3 Communications Flight International Aviation LLC, a Delaware limited liability company |
L-3 Communications Foreign Holdings, 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 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 |
L-3 Domestic Holdings, Inc., a Delaware corporation |
L-3 Fuzing and Ordnance Systems, Inc., a Delaware corporation |
L-3 Unidyne, Inc., a Delaware corporation |
Pac Ord Inc., a Delaware corporation |
Power Paragon, Inc., a Delaware corporation |
SPD Electrical Systems, Inc., a Delaware corporation |
SPD Switchgear, Inc., a Delaware corporation |
Electrodynamics, Inc., an Arizona corporation |
Interstate Electronics Corporation, a California corporation |
L-3 Chesapeake Sciences Corporation, a Maryland corporation |
L-3 Communications Cincinnati Electronics Corporation, an Ohio corporation |
L-3 Communications EO/IR, Inc., a Florida corporation |
L-3 Communications MariPro, Inc., a California corporation |
L-3 Communications Mobile-Vision, Inc., a New Jersey corporation |
L-3 Communications Westwood Corporation, a Nevada corporation |
L-3 Unmanned Systems, Inc., a Texas corporation |
SCHEDULE II
NEW DELAWARE GUARANTORS
L-3 Afghanistan, LLC, Inc., a Delaware limited liability company |
L-3 Army Sustainment LLC, a Delaware limited liability company |
L-3 Centaur, LLC, a Delaware limited liability company |
L-3 CTC Aviation Holdings Inc., a Delaware corporation |
L-3 CTC Aviation Leasing (US) Inc., a Delaware corporation |
L-3 CTC Aviation Training (US) Inc., a Delaware corporation |
L-3 Investments, LLC, a Delaware limited liability company |
SCHEDULE III
NEW NON-DELAWARE GUARANTORS
Mustang Technology Group, L.P., a Texas limited partnership |
