Exhibit 5.2
 | 2451 Crystal Drive, Suite 1100 Arlington, VA 22202 (202) 264-7120 HII.com |
August 5, 2024
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I am Corporate Vice President and Associate General Counsel of Huntington Ingalls Industries, Inc., a Delaware corporation (the “Company”), and am delivering this opinion to you with respect to certain subsidiaries of the Company set forth in Schedule A hereto (each, a “Covered Guarantor” and collectively, the “Covered Guarantors”) in connection with a Registration Statement on Form S-3 (the “Registration Statement”) to be filed by the Company and certain subsidiaries of the Company set forth in Schedule B hereto (each, a “Guarantor” and collectively, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of the following securities of the Company (the “Securities”):
| i. | senior debt securities of the Company (“Senior Debt Securities”); |
| ii. | subordinated debt securities of the Company (“Subordinated Debt Securities” and, together with the Senior Debt Securities, “Debt Securities”); |
| iii. | shares of the Company’s common stock, par value $0.01 per share (“Common Stock”); and |
| iv. | guarantees by the Guarantors of the Debt Securities (“Guarantees”). |
all of which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act at an indeterminate aggregate offering price, as set forth in the Registration Statement, the base prospectus contained therein (the “Prospectus”) and any amendments or supplements thereto.
I am acting as counsel for the Covered Guarantors in connection with the filing of the Registration Statement. The Senior Debt Securities may be issued pursuant to a senior indenture (the “Senior Indenture”) to be entered into among the Company, the Guarantors and a trustee to be named, as trustee (the “Senior Trustee”) and duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Subordinated Debt Securities may be issued pursuant to a subordinated indenture (the “Subordinated Indenture,” and together with the Senior Indenture, the “Indentures,” and each individually, an “Indenture”) to be entered into among the Company, the Guarantors and a trustee to be named, as trustee (the “Subordinated Trustee” and together with the Senior Trustee, the “Trustees,” and each individually, a “Trustee”) and duly qualified under the Trust Indenture Act.
I (or attorneys under my supervision or at my request) have examined and relied upon (i) signed copies of the Registration Statement to be filed with the Commission, including the exhibits thereto, (ii) the organizational documents of the Covered Guarantors, (iii) minutes of meetings of the stockholders and the boards of directors, managing members, sole members, member managers or members of the boards of managers, as applicable (each, a “Board” and collectively, the “Boards”) of the Covered Guarantors as provided to me by the Covered Guarantors and (iv) such other documents, corporate records, certificates of public officials and other instruments as I have deemed necessary or advisable for the purpose of rendering this opinion.
In my examination of the foregoing documents, I have assumed the genuineness of all signatures, the legal capacity of all signatories, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies, the authenticity of such original documents and the completeness and accuracy of the corporate minute books of the Company and the Covered Guarantors.
I have relied as to certain matters on information obtained from public officials and officers of the Company and the Covered Guarantors, and I have assumed (i) the Registration Statement will be effective and will comply with all applicable laws at the time Securities are offered or issued as contemplated by the Registration Statement; (ii) one or more prospectus supplements and term sheets, as applicable, will have been prepared and filed with the Commission describing the Securities offered thereby; (iii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement, the Prospectus and any applicable prospectus supplement; (iv) a definitive purchase, underwriting or similar agreement (a “Purchase Agreement”) with respect to any Securities offered will be duly authorized, executed and delivered by all parties thereto other than the Company; (v) in the case of Debt Securities, (a) the applicable Indenture will be duly authorized, executed and delivered by the applicable Trustee, the Company and the Guarantors that are not Covered Guarantors in substantially the form filed as Exhibit 4.1 or Exhibit 4.3 to the Registration Statement, (b) the applicable Trustee will be duly eligible to serve as trustee, (c) any supplemental indenture relating to a series of Debt Securities to be issued under the applicable Indenture will be duly authorized, executed delivered by the parties thereto other than the Covered Guarantors and (d) the Debt Securities will be duly authenticated by the Trustee named in the applicable Indenture; (vi) at the time of the issuance and sale of the Securities, the Company will be validly existing as a corporation and in good standing under the laws of the State of Delaware, (vii) at the time of the issuance and sale of the Guarantees, the Covered Guarantors will be validly existing as a corporation or limited liability company, as applicable, and in good standing under the laws of the Commonwealth of Virginia, (viii) at the time of the issuance and sale of the Guarantees, the Guarantors other than the Covered Guarantors will be validly existing as a corporation or limited liability company, as applicable, and in good standing under the laws of the State of Maryland and under the laws of the State of Delaware, as applicable, and (ix) the accuracy of the opinion letters dated August 5, 2024 of Wilmer Cutler Pickering Hale and Dorr LLP and Ballard Spahr LLP, which are being filed as Exhibits 5.1 and 5.3, respectively, to the Registration Statement.
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I am expressing no opinion herein as to the application of any federal or state law or regulation to the power, authority or competence of any party to any agreement with respect to the Securities other than the Covered Guarantors. I have assumed that such agreements are, or will be, the valid and binding obligations of each party thereto other than the Covered Guarantors, and enforceable against each such other party in accordance with their respective terms.
I have assumed for purposes of my opinion below that no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by any Covered Guarantor, or, if any such authorization, approval, consent, action, notice or filing is required, it will have been duly obtained, taken, given or made and will be in full force and effect.
I have also assumed that there will not have occurred, prior to the date of issuance of the Securities, any change in law affecting the validity or enforceability of such Securities and that at the time of the issuance and sale of such Securities, the Board of each of the Covered Guarantors (or any committee of such Board or any person acting pursuant to authority properly delegated to such person by the Board of each such Covered Guarantors or any committee of such Board), shall not have taken any action to rescind or otherwise reduce its prior authorization of the issuance of such Securities.
My opinion below is qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, usury, fraudulent conveyance, fraudulent transfer or similar laws relating to or affecting the rights or remedies of creditors generally, (ii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of materiality, good faith, reasonableness and fair dealing, (iii) general equitable principles, and (iv) acceleration of the Debt Securities which may affect the collectability of that portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon. Furthermore, I express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defenses may be subject to the discretion of a court. I express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Virginia. I also express no opinion herein with respect to compliance by the Company or any Guarantor with the securities or “blue sky” laws of any state or other jurisdiction of the United States or of any foreign jurisdiction. I express no opinion and make no statement herein with respect to the antifraud laws of any jurisdiction.
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I also express no opinion herein as to any provision of any agreement (i) that may be deemed to or construed to waive any right, defense or counterclaim of the Company or the Guarantors, (ii) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (iii) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof, (iv) that is in violation of public policy, (v) relating to indemnification and contribution with respect to securities law matters, (vi) that provides that the terms of any agreement may not be waived or modified except in writing, (vii) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (viii) requiring the payment of penalties, consequential damages or liquidated damages or limiting a party’s recovery of certain damages or losses, (ix) purporting to establish evidentiary standards or regarding standards for exercising rights and remedies or (x) relating to choice of law or consent to jurisdiction.
Based upon and subject to the foregoing, I am of the opinion that, when (i) the Debt Securities and the related Guarantees are specifically authorized for issuance by proper action of the Boards or authorized committees thereof (the “Authorizing Resolutions”) of each of the Covered Guarantors, (ii) the terms of the Debt Securities and the related Guarantees and their issue and sale have been duly established in conformity with the applicable Indenture and assuming such terms and sale do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Covered Guarantors and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Covered Guarantors, (iii) such Guarantees have been duly executed and authenticated in accordance with the applicable Indenture and issued and sold as contemplated by the Registration Statement and any applicable prospectus supplement, (iv) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to the Debt Securities and the related Guarantees has been duly authorized and validly executed and delivered by the Covered Guarantors, the Company and the other parties thereto, and (v) the Company has received the consideration provided for in the Authorizing Resolutions, that (a) each Covered Guarantor is a corporation or limited liability company validly existing and in good standing under the laws of the Commonwealth of Virginia, (b) each Covered Guarantor will have all requisite corporate or limited liability power and authority to execute and deliver and perform its respective obligations under the Guarantees, (c) the execution and delivery by each Covered Guarantor of, and the performance by such Covered Guarantor of its respective obligations under, the applicable Indenture and the Guarantees will have been duly authorized by such Covered Guarantor and (d) the applicable Indenture will have been duly executed and delivered by each Covered Guarantor.
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Please note that I am opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and I disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of my name therein and in the related Prospectus and in any prospectus supplement under the caption “Legal Matters.” In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
| Very truly yours, |
/s/ Tiffany M. King |
| Tiffany M. King |
| Corporate Vice President and Associate General Counsel |
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