July 25, 1996
Unisys Corporation
Township Line and Union Meeting Roads
P. O. Box 500
Blue Bell, PA 19424
RE: Registration Statement on Form S-3
with respect to debt and equity securities
Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Unisys
Corporation, a Delaware corporation (the "Company"), and have represented the
Company, with assistance from attorneys under my supervision in the Company's
Office of the General Counsel (the "Unisys Attorneys"), in connection with the
preparation of a Registration Statement on Form S-3 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of $299,000,000 in the aggregate of the
Company's (a) debt securities (the "Debt Securities"), (b) common stock, par
value $.01 per share, and associated preferred share purchase rights (the
"Common Stock") and (c) preferred stock, par value $1 per share (the
"Preferred Stock" and, collectively with the Debt Securities and the Common
Stock, the "Securities"). The Registration Statement will also constitute
Post-Effective Amendment No. 1 to a Registration Statement on Form S-3 (No.
33-64396) previously filed by the Company and declared effective on August 5,
1993. Pursuant to Rule 429 of the rules and regulations of the Commission
under the Act, the prospectus contained in the Registration Statement is a
combined prospectus that also relates to an additional $201,000,000 of
securities remaining unsold under such Registration Statement (No. 33-64396).
In connection with this opinion, I or the Unisys Attorneys have reviewed (a)
the Registration Statement, (b) the Indentures (the "Indentures") pursuant to
which the Debt Securities are to be issued, (c) the Company's Certificate of
Incorporation; and (d) the Company's By-laws. In addition, I or the Unisys
Attorneys have examined such corporate records of the Company, such
certificates of public officials, officers and representatives of the Company
and such other certificates and instruments and have made such investigations
of law as I or they have deemed appropriate for purposes of giving the
opinions hereinafter expressed.
With respect to the opinions set forth below, I have assumed that, when the
Securities are issued, sold and delivered by the Company, neither the terms of
the Securities at the time of such issuance, sale and delivery nor any change
in any law or regulation relating to or affecting the Company at the time of
such issuance, sale and delivery will affect the legality, validity or binding
nature of the Securities. I have also assumed that the Securities will be
issued, sold and delivered in a manner consistent with the Delaware General
Corporation Law and the Company's Certificate of Incorporation and By-laws as
in effect at the time of such issuance, sale and delivery. With respect to
the opinions set forth in paragraphs 2 and 3 below, I have assumed that the
Company will have a sufficient number of shares of Common Stock and Preferred
Stock, respectively, authorized for issuance and that the consideration
received by the Company upon issuance of the shares of Common Stock and
Preferred Stock, respectively, will be at least equal to the par value of such
shares.
Based upon the foregoing and subject to the limitations set forth below, I am
of the opinion that:
1. When (a) the terms of the Debt Securities have been established in
accordance with the applicable Indenture and the resolutions of the
Company's Board of Directors authorizing the creation, issuance and sale of
the Debt Securities, (b) the Debt Securities have been executed and
authenticated in accordance with the terms of the applicable Indenture and
(c) the Debt Securities have been issued, sold and delivered as described
in the Registration Statement, any prospectus supplement relating thereto,
and the applicable Indenture, the Debt Securities will be legal, valid and
binding obligations of the Company, enforceable in accordance with their
terms except as may be limited by bankruptcy, insolvency or other similar
laws affecting the enforcement of creditors' rights and by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
2. The Common Stock when (a) authorized or reserved for issuance by, or in
accordance with, appropriate resolutions of the Company's Board of
Directors and (b) issued, sold and delivered as described in the
Registration Statement and any prospectus supplement relating thereto (and,
in the case of shares of Common Stock issuable upon conversion of other
Securities, in accordance with the terms of the applicable Indenture and/or
convertible Security) will be duly and validly issued, fully paid and
nonassessable.
3. When (a) the number and terms of any particular series of Preferred Stock
have been established in accordance with the resolutions of the Company's
Board of Directors authorizing the issuance and sale of Preferred Stock,
(b) a certificate of designations conforming to the Delaware General
Corporation Law regarding such series has been filed with the Secretary of
State of the State of Delaware and (c) the Preferred Stock of such series
has been issued, sold and delivered as described in the Registration
Statement and any prospectus supplement relating thereto, and in accordance
with the terms of such series, the Preferred Stock of such series will be
duly and validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the prospectus contained therein. In giving such consent, I do
not thereby admit that I am an expert with respect to any part of the
Registration Statement, including this exhibit, within the meaning of the term
"expert" as used in the Act or the rules and regulations issued thereunder.
I am admitted to practice in the State of New York. This opinion is limited
to the laws of that State, the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.
Very truly yours,
Harold S. Barron
Senior Vice President,
General Counsel and Secretary