TransDigm Inc.
August 7, 2019
Page 2
(c) a copy of the First Amended and Restated Limited Liability Company Agreement of HarcoSemco certified to us by an officer of HarcoSemco as being complete and correct and in full force and effect as of the date of the Indenture and as of the date hereof (the “LLC Agreement”);
(d) a written consent of the sole member of HarcoSemco delivered to us in connection with this opinion letter;
(e) a copy of a certificate, dated July 31, 2019, of the Secretary of State of the State of Connecticut as to the legal existence of HarcoSemco in the State of Connecticut as of such date (the “Certificate of Legal Existence”); and
(f) a copy of the resolutions of the managing member of HarcoSemco certified to us by an officer of HarcoSemco as being complete and correct and in full force and effect as of the date hereof.
The opinions expressed herein are limited to the federal laws of the United States and the laws of the State of Connecticut. To the extent that any of the Transaction Documents provides that it is to be governed by the laws of a jurisdiction other than the State of Connecticut, the opinions set forth herein are given as if such document provides that it is to be governed by the laws of the State of Connecticut, other than its choice of law rules. We have assumed for the purposes of this opinion letter that the parties’ choice of law will be respected, and accordingly we express no opinion as to the choice of law rules or other laws that any tribunal may apply to the transactions referred to in this opinion letter.
We have examined the Transaction Documents, and have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records of HarcoSemco, certificates of public officials and of officers and other representatives of HarcoSemco and such other documents and instruments, and have made such other examinations, as we have deemed necessary or appropriate to enable us to render the opinions set forth herein. As to certain questions of fact material to our opinions, we have relied upon the representations and warranties in the Transaction Documents and upon said certificates, copies of which are being delivered to you herewith, and we have made no independent investigation of such matters.
In rendering the opinions set forth below, we have assumed, among other things, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, the genuineness of all signatures, and the legal capacity of natural persons. We were not present at the signing of the Transaction Documents and have relied with your approval upon a review of a photocopy or facsimile of the signature pages. We have also assumed that each entity, other than HarcoSemco, that is a party to any of the Transaction Documents had, on the date thereof, all requisite capacity, power and authority and has taken all actions necessary to enter into the Transaction Documents to which it is a party or by which it is bound, to the extent necessary to make the Transaction Documents enforceable against it, and that the Transaction Documents are enforceable against each of the parties thereto, other than HarcoSemco. Further, we have assumed that HarcoSemco will not in the future take any discretionary action (including a decision not to act) permitted under any Transaction Document that would result in a violation of law or cause a breach or default under any Transaction Document or court or administrative order, writ, judgment or decree that names HarcoSemco and is specifically directed to it or its property.
