Exhibit 5.1
SIMPSON THACHER & BARTLETTLLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
May 31, 2013
SunGard Data Systems Inc.
680 East Swedesford Road
Wayne, Pennsylvania 19087
Ladies and Gentlemen:
We have acted as counsel to SunGard Data Systems Inc., a Delaware corporation (the “Company”), and the subsidiaries of the Company listed on Schedule I hereto (collectively, the “Schedule I Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company, the Schedule I Guarantors and the subsidiaries of the Company listed on Schedule II hereto (the “Schedule II Guarantors” and, together with the Schedule I Guarantors, 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 up to $1,000,000,000 aggregate principal amount of 6.625% Senior Subordinated Notes due 2019 (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 1, 2012 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). The Exchange Notes will be offered by the Company in exchange for up to $1,000,000,000 aggregate principal amount of its outstanding 6.625% Senior Subordinated Notes due 2019.
We have examined the Registration Statement and the Indenture (including the form of Exchange Note), which has been filed with the Commission and incorporated by reference 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 Guarantors.
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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.
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 described above, 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 issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.
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.
Insofar as the opinions expressed herein relate to or are dependent upon matters governed by (i) the laws of the State of California or (ii) the laws of the State of Florida or the Commonwealth of Pennsylvania, we have relied upon the respective opinions of Sheppard, Mullin, Richter & Hampton LLP and Blank Rome LLP, in each case, dated the date hereof, respectively.
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 and the Delaware Limited Liability Company Law and, to the extent set forth herein, the laws of the States of California and Florida and of the Commonwealth of Pennsylvania.
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We hereby consent to the filing of this opinion letter as Exhibit 5.1 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
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Schedule I
Guarantors Incorporated or Formed in the States of New York or Delaware
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Subsidiary | | State of Incorporation or Formation |
| Advanced Portfolio Technologies, Inc. | | Delaware |
| Automated Securities Clearance LLC | | Delaware |
| GL Trade Overseas, Inc. | | Delaware |
| Inflow LLC | | Delaware |
| Online Securities Processing Inc. | | Delaware |
| SIS Europe Holdings LLC | | Delaware |
| SRS Development Inc. | | Delaware |
| SunGard Ambit LLC | | Delaware |
| SunGard Asia Pacific Inc. | | Delaware |
| SunGard Availability Services Ltd. | | Delaware |
| SunGard Business Systems LLC | | Delaware |
| SunGard Computer Services LLC | | Delaware |
| SunGard Consulting Services LLC | | Delaware |
| SunGard CSA LLC | | Delaware |
| SunGard Development Corporation | | Delaware |
| SunGard DIS Inc. | | Delaware |
| SunGard Energy Systems Inc. | | Delaware |
| SunGard eProcess Intelligence LLC | | Delaware |
| SunGard Financial Systems LLC | | Delaware |
| SunGard Investment Systems LLC | | Delaware |
| SunGard Investment Ventures LLC | | Delaware |
| SunGard iWORKS LLC | | Delaware |
| SunGard iWORKS P&C (US) Inc. | | Delaware |
| SunGard Kiodex LLC | | Delaware |
| SunGard NetWork Solutions Inc. | | Delaware |
| SunGard Reference Data Solutions LLC | | Delaware |
| SunGard SAS Holdings Inc. | | Delaware |
| SunGard Securities Finance LLC | | Delaware |
| SunGard Securities Finance International LLC | | Delaware |
| SunGard Shareholder Systems LLC | | Delaware |
| SunGard Software, Inc. | | Delaware |
| SunGard Technology Services LLC | | Delaware |
| SunGard VeriCenter, Inc. | | Delaware |
| SunGard VPM Inc. | | New York |
| SunGard Workflow Solutions LLC | | Delaware |
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Schedule II
Guarantors Incorporated or Formed in Jurisdictions other than the States of New York or Delaware
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Subsidiary | | State of Incorporation or Formation |
| SunGard Availability Services LP | | Pennsylvania |
| SunGard AvantGard LLC | | California |
| SunGard Public Sector Inc. | | Florida |
| SunGard Systems International Inc. | | Pennsylvania |
