Exhibit 5.6
50 West Liberty Street
Suite 750
Reno, Nevada 89501
Telephone 775.323.1601
Facsimile 775.348.7250
June 25, 2013
URS Corporation
600 Montgomery Street, 26th Floor
San Francisco, California 94111-2728
| Re: | Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-187968) of URS Corporation, a Delaware corporation (the “Company”); Exchange Offer for up to $400,000,000 in Aggregate Principal Amount of 3.850% Senior Notes Due 2017 and up to $600,000,000 in Aggregate Principal Amount of 5.000% Senior Notes Due 2022 of the Company and URS Fox US LP, a Delaware limited partnership (together with the Company, the “Issuers”) |
Ladies and Gentlemen:
We have acted as Nevada counsel at the request of the Company, on behalf of URS Corporation, a Nevada corporation (“URS Corporation”), URS Global Holdings, Inc. a Nevada corporation (“URS Global”), URS International Projects, Inc., a Nevada corporation (“URS International”), WGI Global Inc., a Nevada corporation (“WGI,” and, together with URS Corporation, URS Global and URS International, the “Nevada Corporate Guarantors”), and Washington Ohio Services LLC, a Nevada limited liability company (“Washington Ohio,” and, together with the Nevada Corporate Guarantors, the “Nevada Guarantors”), in connection with the guaranty by the Nevada Guarantors of up to $400,000,000 aggregate principal amount of the 3.850% Senior Notes due 2017 and up to $600,000,000 in aggregate principal amount of the 5.000% Senior Notes due 2022 (collectively, the “Exchange Notes”) of the Issuers to be issued in exchange (the “Exchange”) for the Issuers’ outstanding 3.850% Senior Notes due 2017 and 5.000% Senior Notes due 2022, as applicable. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement (as defined below) or Prospectus (as defined below), other than as expressly stated herein.
June 25, 2013
Page Two
In connection with rendering this opinion, we have made such legal and factual examinations and inquiries and obtained such advice, assurances and certificates as we have deemed necessary or advisable under the circumstances in order to render this opinion including, but not limited to, an examination of originals or copies of the following:
(a) the Indenture dated as of March 15, 2012 (the “Indenture”), among the Issuers and U.S. Bank National Association, as trustee (the “Trustee”);
(b) the First Supplemental Indenture dated as of March 15, 2012, among the Issuers, the Trustee and the guarantors party thereto (the “Guarantors”), including the Nevada Guarantors, providing for the issuance of the 3.850% Senior Notes due 2017 and the guaranty thereof by the Guarantors pursuant to the terms of the Indenture (the “3.850% Senior Notes Guarantee”);
(c) the Second Supplemental Indenture dated as of March 15, 2012, among the Issuers, the Trustee and the Guarantors, including the Nevada Guarantors, providing for the issuance of the 5.000% Senior Notes due 2022 and the guaranty thereof by the Guarantors pursuant to the terms of the Indenture (the “5.000% Senior Notes Guarantee,” and, together with the 3.850% Senior Notes Guarantee, the “Guarantees”);
(d) the Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission on April 17, 2013 (the “Initial Registration Statement”);
(e) Amendment No. 1 to the Initial Registration Statement filed with the Securities and Exchange Commission on June 25, 2013 (“Amendment No. 1”; the Initial Registration Statement, as amended by Amendment No. 1, is referred to herein as the “Registration Statement”);
(f) the Prospectus (the “Prospectus”) contained in the Registration Statement setting forth the terms of the Exchange;
(g) the Articles of Incorporation of Woodward-Clyde Consultants (now known as URS Corporation) filed with the Nevada Secretary of State on January 26, 1994, as amended by the Certificate of Amendment filed with the Nevada Secretary of State on January 31, 1997 and the Certificate of Amendment filed with the Nevada Secretary of State on April 13, 2000 and certified by an officer of URS Corporation as being true, correct and complete and in full force and effect;
(h) the Amended and Restated Bylaws of URS Corporation dated as of December 1, 2007 and certified by an officer of URS Corporation as being true, correct and complete and in full force and effect;
(i) the Action by Unanimous Written Consent of the Directors of URS Corporation dated March 6, 2012 authorizing the execution, delivery and performance of its obligations under, and the consummation of the transactions contemplated by, the Guarantees and certified by an officer of URS Corporation as being true, correct and complete and in full force and effect;
June 25, 2013
Page Three
(j) the Articles of Incorporation of URS Global filed with the Nevada Secretary of State on July 16, 2009 and certified by an officer of URS Global as being true, correct and complete and in full force and effect;
(k) the Bylaws of URS Global dated as of July 16, 2009 and certified by an officer of URS Global as being true, correct and complete and in full force and effect;
(l) the Action by Unanimous Written Consent of the Directors of URS Global dated March 6, 2012 authorizing the execution, delivery and performance of its obligations under, and the consummation of the transactions contemplated by, the Guarantees and certified by an officer of URS Global as being true, correct and complete and in full force and effect;
(m) the Articles of Incorporation of Yampa Mining Company (now known as WGI Global) filed with the Nevada Secretary of State on December 21, 1997, as amended by the Certificate of Amendment filed with the Nevada Secretary of State on March 21, 2005 and the Certificate of Amendment filed with the Nevada Secretary of State on December 22, 2008 and certified by an officer of WGI Global as being true, correct and complete and in full force and effect;
(n) the Restated Bylaws of WGI Global dated as of June 30, 1997 and certified by an officer of WGI Global as being true, correct and complete and in full force and effect;
(o) the Action by Unanimous Written Consent of the Directors of WGI Global dated March 6, 2012 authorizing the execution, delivery and performance of its obligations under, and the consummation of the transactions contemplated by, the Guarantees and certified by an officer of WGI Global as being true, correct and complete and in full force and effect;
(p) the Articles of Incorporation of Joy MK Project Company (now known as URS International) filed with the Nevada Secretary of State on November 13, 1990, as amended by the Certificate of Amendment filed with the Nevada Secretary of State on February 9, 1996, the Certificate of Amendment filed with the Nevada Secretary of State on November 15, 1996, the Certificate of Amendment filed with the Nevada Secretary of State on September 1, 2000, the Certificate of Amendment filed with the Nevada Secretary of State on December 22, 2008 and the Certificate of Amendment filed with the Nevada Secretary of State on January 7, 2011 and certified by an officer of URS International as being true, correct and complete and in full force and effect;
(q) the Amended and Restated Bylaws of URS International dated as of August 23, 2000 and certified by an officer of URS International as being true, correct and complete and in full force and effect;
June 25, 2013
Page Four
(r) the Action by Unanimous Written Consent of the Directors of URS International dated March 6, 2012 authorizing the execution, delivery and performance of its obligations under, and the consummation of the transactions contemplated by, the Guarantees and certified by an officer of URS International as being true, correct and complete and in full force and effect;
(s) the Articles of Organization of Morrison Knudsen LLC (now known as Washington Ohio) filed with the Nevada Secretary of State on June 16, 2000, as amended by the Certificate of Amendment filed with the Nevada Secretary of State on November 23, 2000, the Certificate of Amendment filed with the Nevada Secretary of State on January 13, 2001, and the Certificate of Amendment filed with the Nevada Secretary of State on December 22, 2008 and certified by an officer of Washington Ohio as being true, correct and complete and in full force and effect;
(t) the Limited Liability Company Agreement dated as of January 31, 2008 and certified by an officer of Washington Ohio as being true, correct and complete and in full force and effect;
(u) the Secretary Certificates of the Nevada Guarantors delivered to us in connection with this opinion; and
(v) Certificates of Good Standing of each of URS Global and URS Corporation issued by the Nevada Secretary of State dated as of June 7, 2013 and Certificates of Good Standing of each of URS International Projects, WGI and Washington Ohio dated as of June 13, 2013.
In connection with this opinion, we have examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to the Guarantees by the various parties and the Secretary’s Certificates delivered to us in support of our legal opinion, and upon originals or copies certified to our satisfaction of such records, documents, certificates, opinions, memoranda, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.
Our opinions are expressed only with respect to the laws of the State of Nevada.
On the basis of the foregoing, and subject to the General Qualifications set forth in Schedule A to this letter, the Assumptions set forth in Schedule B to this letter, and the Excluded Law and Legal Issues set forth in Schedule C to this letter, in reliance thereon, and with the foregoing qualifications, we are of the opinion that:
1. Each Nevada Guarantor is validly existing and in good standing under the laws of the State of Nevada; and
June 25, 2013
Page Five
2. The Guarantees have been executed and delivered by each Nevada Guarantor and the execution and delivery of the Guarantees by such Nevada Guarantors have been duly authorized by all necessary corporate action of the Nevada Corporate Guarantors and by all necessary limited liability company action of Washington Ohio.
Our opinions set forth above are limited to the matters expressly set forth in this opinion letter, and no opinion may be implied or inferred beyond the matters expressly stated. This opinion letter speaks only as to the law and facts in effect or existing as of the date hereof, and we undertake no obligation or responsibility to update or supplement our opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law which may hereafter occur. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and Latham & Watkins LLP, in its rendering of its opinion to you dated June 25, 2013, and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.
| Sincerely, |
| /s/ PARSONS BEHLE & LATIMER |
SCHEDULE A
GENERAL QUALIFICATIONS
The opinions in the letter to which this Schedule is attached (“our letter”) are subject to the qualifications as set forth in thisSchedule A.
1.Bankruptcy and Insolvency Exception. Each of our opinions of our letter is subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws relating to creditors’ rights generally.
SCHEDULE B
ASSUMPTIONS
For purposes of our opinion letter, we have relied, without investigation, upon each of the following assumptions:
1. Each document submitted to us for review is accurate and complete, each such document that purports to be an original is authentic, each such document that purports to be a copy conforms to the authentic original thereof, and all signatures on each such document are genuine;
2. Each certificate obtained from a governmental authority relied on by us is accurate, complete and authentic; and
3. Each of the Nevada Guarantors’ bylaws or operating agreement, as applicable, and all amendments to each such document have been adopted in accordance with all applicable legal requirements.
SCHEDULE C
EXCLUDED LAW AND LEGAL ISSUES
None of the opinions or advice contained in our opinion letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:
| 1. | Federal laws, including federal regulations; |
| 2. | Fraudulent transfer and fraudulent conveyance laws; and |
| 3. | Nevada State Securities (Blue Sky) laws. |