Exhibit 5.1
SIMPSON THACHER & BARTLETT LLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017–3954
(212) 455–2000
Facsimile (212) 455–2502
April 25, 2007
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 “Guarantors”), in connection with the Registration Statement on Form S-1 (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 registration of an indeterminate amount of (i) the Company’s 9 1/8% Senior Notes due 2013 (the “Senior Notes”) and the guarantees issued by the Guarantors (the “Senior Guarantees”) with respect to the Senior Notes and (ii) the Company’s 10 1/4% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes” and, together with the Senior Notes, the “Notes”) and the guarantees issued by the Guarantors (the “Senior Subordinated Guarantees” and, together with the Senior Guarantees, the “Guarantees”) with respect to the Senior Subordinated Notes, in each case to be offered solely for market-making purposes by an affiliate of the Company. The Senior Notes and the Senior Guarantees have been issued under an indenture dated as of August 11, 2005 (as supplemented by the supplemental indentures set forth on Schedule II attached hereto, the “Senior Indenture”) among the Company, Solar Capital Corp., a Delaware corporation which merged with and into the Company (“Solar”), the Guarantors and The Bank of New York, as trustee (the “Trustee”), and the Senior Subordinated Notes and the Senior Subordinated Guarantees have been issued under
an indenture dated as of August 11, 2005 (as supplemented by the supplemental indentures set forth on Schedule III attached hereto, the “Senior Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”) among the Company, Solar, the Guarantors and the Trustee.
We have examined the Registration Statement and the Indentures, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the 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 Indentures are the valid and legally binding obligations of the Trustee.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
1. The Notes constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
2. The Guarantees 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, (ii) the laws of the States of Florida or Pennsylvania, (iii) the laws of the State of Massachusetts or (iv) the laws of the State of Utah, we have relied upon (a) the opinion of Sheppard, Mullin, Richter & Hampton LLP, dated the date hereof, (b) the
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opinion of Blank Rome LLP, dated the date hereof, (c) the opinion of Ropes & Gray LLP, dated the date hereof and (d) the opinion of Snell & Wilmer L.L.P., 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 (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), the Delaware Limited Liability Company Law and, to the extent set forth herein, the laws of the States of California, Florida and Utah and the Commonwealths of Massachusetts and Pennsylvania.
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
Aceva Technologies LLC
ASC Software Inc.
Assent Software LLC
Automated Financial Systems Corporation
Automated Securities Clearance LLC
BancWare LLC
Data Technology Services Inc.
Derivatech Risk Solutions Inc.
Exeter Educational Management Systems, Inc.
HTE-UCS, Inc.
Inflow LLC
MBM Inc.
MicroHedge LLC
Online Securities Processing Inc.
Plaid Brothers Software, Inc.
Portfolio Ventures Inc.
SIS Europe Holdings Inc.
SRS Development Inc.
SunGard Advisor Technologies Inc.
SunGard Asia Pacific Inc.
SunGard Asset Management Systems LLC
SunGard Availability Services LP
SunGard Availability Services Ltd.
SunGard AvantGard (US) Inc.
SunGard Bi-Tech LLC
SunGard Business Systems LLC
SunGard Canada Holdings Inc.
SunGard Computer Services LLC
SunGard Consulting Services Inc.
SunGard Corbel LLC
SunGard CSA LLC
SunGard Development Corporation
SunGard DIS Inc.
SunGard Energy Systems Inc.
SunGard eProcess Intelligence LLC
SunGard ERisk Inc.
SunGard Expert Solutions Inc.
SunGard Financial Systems LLC
SunGard Higher Education Advancement Inc.
SunGard Higher Education Inc.
SunGard Higher Education Managed Services Inc.
SunGard HTE Inc.
SunGard Institutional Products LLC
SunGard Investment Systems LLC
SunGard Investment Ventures LLC
SunGard iWORKS Holdings Inc.
SunGard iWORKS Holdings P&C (US) Inc.
SunGard iWORKS LLC
SunGard iWORKS P&C (US) Inc.
SunGard Kiodex Inc.
SunGard NetWork Solutions Inc.
SunGard Pentamation Inc.
SunGard ProNvest Inc.
SunGard Reference Data Solutions Inc.
SunGard SAS Holdings Inc.
SunGard Securities Finance LLC
SunGard Securities Finance International Inc.
SunGard Shareholder Systems LLC
SunGard Signix Inc.
SunGard Software, Inc.
SunGard SSF Canada Holdings Inc.
SunGard Systems International Inc.
SunGard Technology Services LLC
SunGard Trading Systems VAR LLC
SunGard AvantGard LLC
SunGard Trust Systems LLC
SunGard VPM Inc. (f/k/a Integrated Business Systems, Inc.)
SunGard Workflow Solutions LLC
SunGard AvantGard Receivables LLC
Wall Street Concepts Inc.
World Systems Inc.
Schedule II
Supplemental Indenture No. 1, dated as of May 25, 2006, among SunGard ERisk Inc., The GetPaid LLC and the Trustee
Supplemental Indenture No. 2, dated as of August 14, 2006, between SunGard SSF Canada Holdings Inc. and the Trustee
Supplemental Indenture No. 3, dated as of October 13, 2006, between SunGard ProNvest Inc., SunGard Signix Inc. and the Trustee
Supplemental Indenture No. 4, dated as of December 4, 2006, between Integrated Business Systems, Inc. and the Trustee
Supplemental Indenture No. 5, dated as of December 19, 2006, between Automated Financial Systems Corporation and the Trustee
Supplemental Indenture No. 6, dated as of December 31, 2006, between SunGard iWORKS Holdings Inc. and the Trustee
Supplemental Indenture No. 7, dated as of December 31, 2006, between SunGard iWORKS Holdings P&C (US) Inc. and the Trustee
Supplemental Indenture No. 8, dated as of December 31, 2006, between SunGard iWORKS P&C (US) Inc. and the Trustee
Supplemental Indenture No. 9, dated as of January 19, 2007, between SunGard Institutional Products LLC and the Trustee
Supplemental Indenture No. 10, dated as of February 13, 2007, between SunGard AvantGard (US) Inc. and the Trustee
Supplemental Indenture No. 11, dated as of March 13, 2007, between Aceva Technologies LLC and the Trustee
Schedule III
Supplemental Indenture No. 1, dated as of May 25, 2006, among SunGard ERisk Inc., The GetPaid LLC and the Trustee
Supplemental Indenture No. 2, dated as of August 14, 2006, between SunGard SSF Canada Holdings Inc. and the Trustee
Supplemental Indenture No. 3, dated as of October 13, 2006, between SunGard ProNvest Inc., SunGard Signix Inc. and the Trustee
Supplemental Indenture No. 4, dated as of December 4, 2006, between Integrated Business Systems, Inc. and the Trustee
Supplemental Indenture No. 5, dated as of December 19, 2006, between Automated Financial Systems Corporation and the Trustee
Supplemental Indenture No. 6, dated as of December 31, 2006, between SunGard iWORKS Holdings Inc. and the Trustee
Supplemental Indenture No. 7, dated as of December 31, 2006, between SunGard iWORKS Holdings P&C (US) Inc. and the Trustee
Supplemental Indenture No. 8, dated as of December 31, 2006, between SunGard iWORKS P&C (US) Inc. and the Trustee
Supplemental Indenture No. 9, dated as of January 19, 2007, between SunGard Institutional Products LLC and the Trustee
Supplemental Indenture No. 10, dated as of February 13, 2007, between SunGard AvantGard (US) Inc. and the Trustee
Supplemental Indenture No. 11, dated as of March 13, 2007, between Aceva Technologies LLC and the Trustee