Exhibit 5.1
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
August 18, 1999
URS Corporation
100 California Street
Suite 500
San Francisco, CA 94111
Re: URS Corporation
Registration Statement on Form S-4 (Registration No. 333-84521).
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Ladies and Gentlemen:
We have acted as special counsel to URS Corporation, a Delaware
corporation (the "Company"), in connection with the public offering of
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$200,000,000 aggregate principal amount of the Company's 12 1/4% Senior
Subordinated Exchange Notes due 2009 (the "Exchange Notes"), which are to be
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guaranteed on an unsecured senior subordinated basis pursuant to guarantees (the
"Guarantees") by each of the entities listed on Schedule I or Schedule II to the
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Indenture (as defined below) (collectively, the "Guarantors"). The Exchange
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Notes are to be issued under an Indenture, dated as of June 23, 1999 (the
"Indenture"), among the Company, the Guarantors and Firstar Bank of Minnesota,
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N.A., as Trustee (the "Trustee"), pursuant to an exchange offer (the "Exchange
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Offer") by the Company, in exchange for a like principal amount of the Company's
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issued and outstanding 12 1/4% Senior Subordinated Notes due 2009 (the "Original
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Notes"), as contemplated by the Registration Rights Agreement, dated as of June
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23, 1999 (the "Registration Rights Agreement"), by and among the Company, its
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subsidiaries signatories thereto and Morgan Stanley & Co., Incorporated.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
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URS Corporation
August 18, 1999
Page 2
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of:
(i) the Company's registration statement on Form S-4 (Registration
No. 333-84521), filed with the Securities and Exchange Commission on August
4, 1999, and Amendment No. 1 to such Registration Statement, filed with the
Securities and Exchange Commission on August 18, 1999 (such registration
statement, as so amended, being hereinafter referred to as the
"Registration Statement");
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(ii) an executed copy of the Registration Rights Agreement;
(iii) an executed copy of the Indenture;
(iv) the Certificate of Incorporation of the Company, as amended to
date;
(v) the By-Laws of the Company, as amended to date;
(vi) certain resolutions adopted by the Board of Directors of the
Company relating to the Exchange Offer, the issuance of the Original Notes
and the Exchange Notes, the Indenture and related matters;
(vi) the Form T-1 of the Trustee filed as an exhibit to the
Registration Statement; and
(vi) the form of the Exchange Notes.
We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinion set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of executed documents or documents to be executed, we have assumed
that the parties thereto, other than the
URS Corporation
August 18, 1999
Page 3
Company, had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and, except as set forth below, the validity and
binding effect on such parties. As to any facts material to the opinion
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of officers and other
representatives of the Company and others.
Our opinion set forth herein is limited to Delaware corporate law
and the laws of the State of New York that are normally applicable to
transactions of the type contemplated by the Exchange Offer and to the extent
that judicial or regulatory orders or decrees or consents, approvals, licenses,
authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all of
the foregoing being referred to as "Opined on Law"). We do not express any
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opinion with respect to the law of any jurisdiction other than Opined on Law or
as to the effect of any such non-opined law on the opinions herein stated.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the Exchange Notes (in the form examined by us) have been duly
executed by the Company, authenticated by the Trustee in accordance with the
terms of the Indenture and have been delivered upon consummation of the Exchange
Offer against receipt of Original Notes surrendered in exchange therefor in
accordance with the terms of the Exchange Offer, the Registration Rights
Agreement and the Indenture, (1) the Exchange Notes will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, and (2) each Guarantee will constitute a valid and
binding obligation of the Guarantor that is a party thereto, enforceable against
such Guarantor in accordance with its terms, except, with respect to clauses (1)
and (2) above, (a) to the extent that enforcement thereof may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity), and (b) we
express no opinion regarding the enforceability or effect of Section 4.19 of the
Indenture.
In rendering the opinion set forth above, we have assumed that the
execution and delivery by the Company of the Indenture and the Exchange Notes,
the execution and delivery by each of the Guarantors of the Indenture, the
performance by the Company and each of the Guarantors of its obligations under
the Indenture and the Exchange Notes, do not and will not violate, conflict with
or constitute a default under
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August 18, 1999
Page 4
any agreement or instrument to which the Company or any Guarantor or its
properties is subject, except for those agreements and instruments that have
been identified to us by the Company or any Guarantor as being material to it
and that are listed as an exhibit to the Registration Statement. In addition, we
have assumed that each of the Guarantors is validly existing and in good
standing under the laws of the state of its organization and has complied with
all aspects of such laws in connection with the issuance of the Guarantees and
the related transactions.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We also
consent to the reference to our firm under the caption "Legal Matters" in the
Registration Statement. In giving this consent, we do not thereby admit that we
are included 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. This opinion is expressed as of the date hereof, and we disclaim
any undertaking to advise you of any subsequent changes in the facts stated or
assumed herein or of any subsequent changes in applicable law.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP