Exhibit 5.1
+1 202 663 6000 (t)
+1 202 663 6363 (f)
wilmerhale.com
November 9, 2022
Huntington Ingalls Industries, Inc.
4101 Washington Avenue
Newport News, VA
| Re: | Post-Effective Amendment to Registration Statements on Form S-8 for Shares of Common Stock, par value $0.01 per share, of Huntington Ingalls Industries, Inc. |
Ladies and Gentlemen:
We have assisted in the preparation of a Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to each of the Registration Statement No. 333-173171 on Form S-8, Registration Statement No. 333-221451 on Form S-8 and Registration Statement No. 333-232250 on Form S-8 (collectively, the “Registration Statements”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Post-Effective Amendment reflects that a portion of the shares of the common stock, $0.01 par value per share, of Huntington Ingalls Industries, Inc. (the “Company”) previously registered under the Registration Statements will become available for issuance under the Huntington Ingalls Industries Savings Plan (the “Savings Plan”), pursuant to the terms and conditions of the Savings Plan (such shares, the “Carryover Shares”).
We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Post-Effective Amendment and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Carryover Shares in accordance with the Savings Plan, to register and qualify the Carryover Shares for sale under all applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware.
Wilmer Cutler Pickering Hale and Dorr LLP, 1875 Pennsylvania Avenue NW, Washington, DC 20006
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