| Exhibit 5.1 | ||
 NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190 TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212 | ||
| August 10, 2021 | ||||||||
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)
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 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”) in a transaction registered under the Securities Act of 1933 of (i) up to $1,200,000,000 aggregate principal amount of 4.625% Senior Subordinated Notes due 2029 of the Company (the “4.625% 2029 Exchange Notes”) for an equal principal amount of 4.625% Senior Subordinated Notes due 2029 of the Company outstanding on the date hereof (the “4.625% 2029 Outstanding Notes”) and (ii) up to $750,000,000 aggregate principal amount of 4.875% Senior Subordinated Notes due 2029 of the Company (the “4.875% 2029 Exchange Notes”) for an equal principal amount of 4.875% Senior Subordinated Notes due 2029 of the Company outstanding on the date hereof (the “4.875% 2029 Outstanding Notes”). The 4.625% 2029 Outstanding Notes have been, and the 4.625% 2029 Exchange Notes will be, issued pursuant to an Indenture, dated as of January 20, 2021 (as amended, supplemented or otherwise modified from time to time, the “4.625% 2029 Indenture”), by and among the Company, the guarantors listed on Annex A hereto (each, a “Covered Guarantor” and, collectively, the “Covered Guarantors”), the guarantors listed on Annex B hereto (each, an “Other Guarantor” and, collectively, the “Other Guarantors”; such Other Guarantors and the Covered Guarantors are collectively referred to as the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The 4.625% 2029 Outstanding Notes are, and the 4.625% 2029 Exchange Notes will be, guaranteed (each, a “4.625% 2029 Guarantee”) on a joint and several basis by the Guarantors. The 4.875% 2029 Outstanding Notes have been, and the 4.875% 2029 Exchange Notes will be, issued pursuant to an Indenture, dated as of April 21, 2021 (as amended, supplemented or otherwise
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TransDigm Inc.
August 10, 2021
Page 2
modified from time to time, the “4.875% 2029 Indenture” and, together with the 4.625% 2029 Indenture, the “Indentures”), by and among the Company, the Guarantors and the Trustee. The 4.875% 2029 Outstanding Notes are, and the 4.875% 2029 Exchange Notes will be, guaranteed (each, a “4.875% 2029 Guarantee”) on a joint and several basis by the Guarantors.
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 4.625% 2029 Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the 4.625% 2029 Indenture and issued and delivered in exchange for the 4.625% 2029 Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.
2.The 4.875% 2029 Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the 4.875% 2029 Indenture and issued and delivered in exchange for the 4.875% 2029 Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.
3.The 4.625% 2029 Guarantee of the 4.625% 2029 Exchange Notes (each, a “4.625% 2029 Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the 4.625% 2029 Guarantee of the 4.625% 2029 Outstanding Notes (each, a “4.625% 2029 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 4.875% 2029 Guarantee of the 4.875% 2029 Exchange Notes (each, a “4.875% 2029 Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the 4.875% 2029 Guarantee of the 4.875% 2029 Outstanding Notes (each, a “4.875% 2029 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 4.625% 2029 Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the 4.625% 2029 Outstanding Guarantee of that Other Guarantor
TransDigm Inc.
August 10, 2021
Page 3
in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.
6.The 4.875% 2029 Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the 4.875% 2029 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.
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 4.625% 2029 Outstanding Notes and 4.875% 2029 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, limited liability company or public limited company existing and in good standing under the laws of its jurisdiction of incorporation or organization as listed opposite such Other Guarantor’s name on Annex B hereto (each, a “Jurisdiction”); (b) the Indentures, the 4.625% 2029 Exchange Guarantees and the 4.875% 2029 Exchange Guarantees (i) have been authorized by all necessary corporate, limited liability company or public limited 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 4.625% 2029 Exchange Guarantees and the 4.875% 2029 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.
TransDigm Inc.
August 10, 2021
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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 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 Florida, (v) the laws of the State of Illinois 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.
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 | Jurisdiction of Incorporation or Organization | ||||
| TransDigm Group Incorporated | Delaware | ||||
| 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 Global Holdings, Inc. | Delaware | ||||
| Angus Electronics Co. | Delaware | ||||
| Arkwin Industries, Inc. | New York | ||||
| Armtec Countermeasures Co. | Delaware | ||||
| Armtec Countermeasures TNO Co. | Delaware | ||||
| Armtec Defense Products Co. | Delaware | ||||
| Auxitrol Weston USA, Inc. | Delaware | ||||
| Aviation Technologies, Inc. | Delaware | ||||
| Avionic Instruments LLC | Delaware | ||||
| Beta Transformer Technology Corporation | New York | ||||
| Beta Transformer Technology LLC | Delaware | ||||
| Breeze-Eastern 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 | ||||
| Chelton Avionics Holdings, Inc. | Delaware | ||||
| Chelton Avionics, Inc. | Delaware | ||||
| CMC Electronics Aurora LLC | Delaware | ||||
| Cobham Defense Products, Inc. | Delaware | ||||
| Data Device Corporation | Delaware | ||||
| Dukes Aerospace, Inc. | Delaware | ||||
| Electromech Technologies LLC | Delaware | ||||
| Esterline Europe Company LLC | Delaware | ||||
| Esterline International Company | Delaware | ||||
| Esterline Technologies Corporation | Delaware | ||||
| Esterline Technologies SGIP LLC | Delaware | ||||
| Extant Components Group Holdings, Inc. | Delaware | ||||
| Extant Components Group Intermediate, Inc. | Delaware | ||||
| Hartwell Corporation | California | ||||
| Hytek Finishes Co. | Delaware | ||||
| ILC Holdings, Inc. | Delaware | ||||
| Janco Corporation | California | ||||
| Johnson Liverpool LLC | Delaware | ||||
| Kirkhill Inc. | Delaware | ||||
| Korry Electronics Co. | Delaware | ||||
| Leach Holding Corporation | Delaware | ||||
| Leach International Corporation | Delaware | ||||
| Leach Mexico Holding LLC | Delaware | ||||
| Leach Technology Group, Inc. | Delaware | ||||
| MarathonNorco Aerospace, Inc. | Delaware | ||||
| Mason Electric Co. | Delaware | ||||
| McKechnie Aerospace DE, Inc. | Delaware | ||||
| McKechnie Aerospace Holdings, Inc. | Delaware | ||||
| McKechnie Aerospace US LLC | Delaware | ||||
| NAT Seattle Inc. | Delaware | ||||
| NMC Group, Inc. | California | ||||
| Nordisk Aviation Products LLC | Delaware | ||||
| North Hills Signal Processing Corp. | Delaware | ||||
| North Hills Signal Processing Overseas Corp. | Delaware | ||||
| Norwich Aero Products, Inc. | New York | ||||
| Palomar Products, Inc. | Delaware | ||||
| Pexco Aerospace, Inc. | Delaware | ||||
| PneuDraulics, Inc. | California | ||||
| Schneller LLC | Delaware | ||||
| Semco Instruments, Inc. | Delaware | ||||
| Shield Restraint Systems, Inc. | Delaware | ||||
| Skandia, Inc. | Illinois | ||||
| Skurka Aerospace Inc. | Delaware | ||||
| Symetrics Industries, LLC | Florida | ||||
| Symetrics Technology Group, LLC | Florida | ||||
| TA Aerospace Co. | California | ||||
| Tactair Fluid Controls, Inc. | New York | ||||
| TDG ESL Holdings Inc. | Delaware | ||||
| TEAC Aerospace Holdings, Inc. | Delaware | ||||
| TEAC Aerospace Technologies, Inc. | Delaware | ||||
| Telair US LLC | Delaware | ||||
| Texas Rotronics, Inc. | Texas | ||||
| Transicoil LLC | Delaware | ||||
| Whippany Actuation Systems, LLC | Delaware | ||||
| Young & Franklin Inc. | New York | ||||
| 17111 Waterview Pkwy LLC | Delaware | ||||
ANNEX B
| Name of Other Guarantor | Jurisdiction 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 | ||||
| HarcoSemco LLC | Connecticut | ||||
| TransDigm UK Holdings plc | England and Wales | ||||