Exhibit 5.1
[Jones Day Letterhead]
| August 7, 2014 |
TransDigm Inc.
1301 East 9th Street, Suite 3000
Cleveland, Ohio 44114
| Re: | Registration Statement on Form S-4 Filed by TransDigm Inc. |
Relating to the Exchange Offer (as defined below)
Ladies and Gentlemen:
We have acted as counsel to TransDigm Inc., a Delaware corporation (the “Company”), and the TransDigm Guarantors (as defined below) in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $1,150,000,000 aggregate principal amount of 6.000% Senior Subordinated Notes due 2022 of the Company (the “2022 Exchange Notes”) for an equal principal amount of 6.000% Senior Subordinated Notes due 2022 of the Company outstanding on the date hereof (the “2022 Outstanding Notes”) and of up to $1,200,000,000 aggregate principal amount of 6.500% Senior Subordinated Notes due 2024 of the Company (the “2024 Exchange Notes”) for an equal principal amount of 6.500% Senior Subordinated Notes due 2024 of the Company outstanding on the date hereof (the “2024 Outstanding Notes”). The 2022 Outstanding Notes have been, and the 2022 Exchange Notes will be, issued pursuant to an Indenture, dated as of June 4, 2014, as amended, supplemented or otherwise modified from time to time (the “2022 Indenture”), by and among the Company, the guarantors listed onAnnex A hereto (each, a “Covered Guarantor” and, collectively, the “Covered Guarantors”), the guarantors listed onAnnex B hereto (each, an “Other Guarantor” and, collectively, the “Other Guarantors”; such Other Guarantors and the Covered Guarantors are collectively referred to as the “TransDigm Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The 2022 Outstanding Notes are, and the 2022 Exchange Notes will be, guaranteed (each, a “2022 Guarantee”) on a joint and several basis by the TransDigm Guarantors. The 2024 Outstanding Notes have been, and the 2024 Exchange Notes will be, issued pursuant to an Indenture, dated as of June 4, 2014, as amended, supplemented or otherwise modified from time to time (the “2024 Indenture,” and together with the 2022 Indenture, the “Indentures”), by and among the Company, the TransDigm Guarantors and the Trustee. The 2024 Outstanding Notes are, and the 2024 Exchange Notes will be, guaranteed (each, a “2024 Guarantee”) on a joint and several basis by the TransDigm Guarantors.
TransDigm Inc.
August 7, 2014
Page 2
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.
Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1. The 2022 Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the 2022 Indenture and issued and delivered in exchange for the 2022 Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.
2. The 2024 Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the 2024 Indenture and issued and delivered in exchange for the 2024 Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.
3. The 2022 Guarantee of the 2022 Exchange Notes (each, a “2022 Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the 2022 Guarantee of the 2022 Outstanding Notes (each, a “2022 Outstanding Guarantee”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.
4. The 2024 Guarantee of the 2024 Exchange Notes (each, a “2024 Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the 2024 Guarantee of the 2024 Outstanding Notes (each, a “2024 Outstanding Guarantee”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.
5. The 2022 Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the 2022 Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.
6. The 2024 Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the 2024 Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.
TransDigm Inc.
August 7, 2014
Page 3
The opinions set forth above are subject to the following limitations, qualifications and assumptions:
For purposes of the opinions expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indentures and that the Indentures are valid, binding and enforceable obligations of the Trustee and (ii) the 2022 Outstanding Notes and 2024 Outstanding Notes have been duly authenticated by the Trustee in accordance with the applicable Indenture.
For the purposes of our opinions set forth in paragraphs 5 and 6 above, we have further assumed that (a) each of the Other Guarantors is a corporation or limited liability company existing and in good standing under the laws of its jurisdiction of incorporation or organization as listed opposite such Other Guarantor’s name onAnnex B hereto (each, a “Jurisdiction”); (b) the Indentures, the 2022 Exchange Guarantees and the 2024 Exchange Guarantees (i) have been authorized by all necessary corporate or limited liability company action, as applicable, of each of the Other Guarantors and (ii) have been executed and delivered by each of the Other Guarantors under the laws of the applicable Jurisdiction; and (c) the execution, delivery, performance and compliance with the terms and provisions of the Indentures, the 2022 Exchange Guarantees and the 2024 Exchange Guarantees by each of the Other Guarantors do not violate or conflict with the laws of the applicable Jurisdiction, the provisions of its articles of incorporation, bylaws or other similar formation or organizational documents, as applicable, or any rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to such Other Guarantor or its properties.
The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.
As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and the TransDigm Guarantors. The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the laws of the State of California, (iii) the laws of the State of Texas, (iv) the laws of the State of Ohio, (v) the laws of the State of Florida and (vi) the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
TransDigm Inc.
August 7, 2014
Page 4
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
ANNEX A
Name of Covered Guarantor | State of Incorporation or Organization | |
Acme Aerospace, Inc. | Delaware | |
Adams Rite Aerospace, Inc. | California | |
AeroControlex Group, Inc. | Delaware | |
Aerosonic LLC | Delaware | |
Airborne Acquisition, Inc. | Delaware | |
Airborne Global, Inc. | Delaware | |
Airborne Holdings, Inc. | Delaware | |
Airborne Systems NA Inc. | Delaware | |
Airborne Systems North America Inc. | Delaware | |
Airborne Systems North America of CA Inc. | Delaware | |
AmSafe, Inc. | Delaware | |
AmSafe – C Safe, Inc. | Delaware | |
AmSafe Commercial Products, Inc. | Delaware | |
AmSafe Global Holdings, Inc. | Delaware | |
AmSafe Industries, Inc. | Delaware | |
AP Global Acquisition Corp. | Delaware | |
AP Global Holdings, Inc. | Delaware | |
Arkwin Industries, Inc. | New York | |
Aviation Technologies, Inc. | Delaware | |
Avionic Instruments LLC | Delaware | |
Bridport Erie Aviation, Inc. | Delaware | |
Bridport Holdings, Inc. | Delaware | |
Bruce Aerospace Inc. | Delaware | |
CDA InterCorp LLC | Florida | |
CEF Industries, LLC | Delaware | |
Champion Aerospace LLC | Delaware | |
Dukes Aerospace, Inc. | Delaware | |
Electromech Technologies LLC | Delaware | |
Hartwell Corporation | California | |
Malaysian Aerospace Services, Inc. | Delaware | |
MarathonNorco Aerospace, Inc. | Delaware | |
McKechnie Aerospace DE, Inc. | Delaware | |
McKechnie Aerospace Holdings, Inc. | Delaware | |
McKechnie Aerospace Investments, Inc. | Delaware | |
McKechnie Aerospace US LLC | Delaware | |
Schneller LLC | Delaware | |
Schneller Holdings LLC | Delaware | |
Schneller International Sales Corp. | Ohio |
TransDigm Inc.
August 7, 2014
Page 6
Semco Instruments, Inc. | Delaware | |
Skurka Aerospace Inc. | Delaware | |
TransDigm Group Incorporated | Delaware | |
Transicoil LLC | Delaware | |
Texas Rotronics, Inc. | Texas | |
Whippany Actuation Systems, LLC | Delaware |
ANNEX B
Name of Other Guarantor | State of Incorporation or Organization | |
Airborne Systems North America of NJ Inc. | New Jersey | |
Avionics Specialties, Inc. | Virginia | |
AvtechTyee, Inc. | Washington | |
Bridport-Air Carrier, Inc. | Washington | |
Bruce Industries, Inc. | Colorado | |
HARCO LLC | Connecticut |