EXHIBIT 5.1
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WEIL, GOTSHAL & MANGES LLP Austin
767 Fifth Avenue Boston
New York, NY 10153 Brussels
(212) 310-8000 Budapest
Fax: (212) 310-8007 Dallas
Frankfurt
Houston
London
Miami
Munich
Paris
Prague
Shanghai
May 17, 2007 Silicon Valley
Singapore
Warsaw
Washington, D.C.
L-1 Identity Solutions, Inc.
177 Broad Street, 12th Floor,
Stamford, CT
L-1 Identity Solutions
Registration Statements on Form S-8, as amended
(Registration Statements No. 333-139672, 333-137808, 333-137004, 333-120156,
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333-65316, 333-65314, 333-65312, 333-36734, 333-42485, 333-28695)
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Ladies and Gentlemen:
We have acted as counsel to L-1 Identity Solutions, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of the Company's
Post-Effective Amendment (the "Post-Effective Amendment") to the
above-referenced registration statements on Form S-8 originally filed by L-1
Identity Operating Company (formerly named L-1 Identity Solutions, Inc.) (the
"Predecessor Registrant").
The Company became the successor to the Predecessor Registrant on
May 16, 2007 as a result of a merger (the "Merger"), of L-1 Merger Co., a
Delaware corporation and wholly-owned subsidiary of the Company, with and into
the Predecessor Registrant, with the Predecessor Registrant being the surviving
corporation. The Merger was consummated in accordance with Section 251(g) of the
Delaware General Corporation Law ("DGCL"). In the Merger, each share of the
issued and outstanding common stock of the Predecessor Registrant was converted
into one share of common stock of the Company, which changed its name to L-1
Identity Solutions, Inc. Pursuant to the Merger, the Predecessor Registrant
became a direct, wholly-owned subsidiary of the, Company and, each stockholder
of the Predecessor Registrant became a holder of Company common stock, $0.001
par value per share (the "Common Stock"), evidencing the same proportional
interests in the Company and having the same designations, rights, powers and
preferences and qualifications, limitations and restrictions as those securities
that such stockholder held in the Predecessor Registrant.
The above-referenced registration statements, as amended by the
Post-Effective Amendment (the "Registration Statements"), relate to (i) the
issuance of up to 1,899,272 shares of Common Stock available for issuance under
the Identix Incorporated 2002 Equity Incentive Plan (Registration Statement No.
333-139672), (ii) the issuance of up to (1) 16,000 shares of Common Stock
available for issuance under the Viisage Technology, Inc. 1996 Directors Stock
Option Plan and (2) 477,160 shares of Common Stock available for issuance under
the Viisage Technology, Inc. 1996 Management Stock Option Plan (Registration
Statement No. 333-137808), (iii) the issuance of up to (1) 776,200 shares of
Common Stock available for issuance under the Viisage Technology, Inc. 2006
Employee Stock Purchase Plan and the L-1 Identity Solutions, Inc. 2005 Long-Term
Incentive Plan, as amended (formerly named the Viisage Technology, Inc. 2005
Weil, Gotshal & Manges
May 17, 2007
Page 2
Long-Term Incentive Plan), (2) 1,723,800 shares of Common Stock available for
issuance under the L-1 Identity Solutions, Inc. 2005 Long-Term Incentive Plan,
as amended, (3) 3,009,181 shares of Common Stock available for issuance under
the Identix Incorporated 2002 Equity Incentive Plan, the Identix Incorporated
New Employee Stock Incentive Plan, the Identix Incorporated Non-Employee
Directors Stock Option Plan, the Identix Incorporated Equity Incentive Plan, the
Visionics Corporation 1990 Stock Option Plan, the Visionics Corporation 1998
Stock Option Plan and the Visionics Corporation Stock Incentive Plan and (4)
375,810 shares of Common Stock available for issuance under the Identix
Incorporated 2002 Equity Incentive Plan (Registration Statement No. 333-137004),
(iv) the issuance of up to 565,270 shares of Common Stock available for issuance
under the Imaging Automation, Inc. 1996 Stock Option Plan and the Imaging
Automation, Inc. 2003 Employee, Director and Consultant Stock Plan (Registration
No. 333-120156), (v) the issuance of up to (1) 294,996 shares of Common Stock
available for issuance under the Viisage Technology, Inc. 1996 Director Stock
Option Plan, as amended and (2) 1,000,000 shares of Common Stock available for
issuance under the Viisage Technology, Inc. 1996 Management Stock Option Plan,
as amended (Registration No. 333-65316), (vi) the issuance of up to 800,000
shares of Common Stock under the Viisage Technologies, Inc. 2001 Stock in Lieu
of Cash Compensation Plan (Registration Statement No. 333-65314), (vii) the
issuance of up to 200,000 shares of Common Stock available for issuance under
the Viisage Technology, Inc. 1997 Employee Stock Purchase Plan, as amended
(Registration Statement No. 333-65312), (viii) the issuance of up to 923,098
shares of Common Stock available for issuance under the Viisage Technology, Inc.
Stock in Lieu of Cash Compensation for Directors Plan, the Viisage Technology,
Inc. 1996 Director Stock Option Plan, as amended and the Viisage Technology,
Inc. 1996 Management Stock Option Plan, as amended (Registration Statement No.
333-36734), (ix) the issuance of up to 771,000 shares of Common Stock available
for issuance under the Viisage Technology, Inc. 1996 Management Stock Option
Plan, as amended and the Viisage Technology, Inc. 1997 Employee Stock Purchase
Plan (Registration Statement No. 333-42485), and (x) the issuance of up to
1,512,750 shares of Common Stock available for issuance under the Viisage
Technology, Inc. 1996 Director Stock Option Plan, as amended and the Viisage
Technology, Inc. 1996 Management Stock Option Plan, as amended (Registration
Statement No. 333-28695) (collectively, the shares of Common Stock referred to
in clauses (i) to (x) above are referred to as the "Shares").
In so acting, we have examined originals or copies (certified or otherwise
identified to our satisfaction) of (i) the Certificate of Incorporation and all
Certificates of Amendment, Certificates of Merger, and Certificates of Ownership
of the Company and the Predecessor (collectively, the "Certificate of
Incorporation"); (ii) the By-Laws of the Company and the Predecessor, as
amended; (iii) the Registration Statements; (iv) copies of (1) the L-1 Identity
Solutions, Inc. 2005 Long-Term Incentive Plan, as amended, (2) the Viisage
Technology, Inc., 2006 Employee Stock Purchase Plan, (3) the Viisage
Technologies, Inc. 2001 Stock in Lieu of Cash Compensation for Directors Plan,
(4) the Viisage Technology, Inc. 1997 Employee Stock Purchase Plan, as amended,
(5) the Viisage Technology, Inc. 1996 Directors Stock Option Plan, as amended,
(6) the Viisage Technology, Inc. 1996 Management Stock Option Plan, as amended,
(7) the Identix Incorporated 2002 Equity Incentive Plan, (8) the Identix
Incorporated New Employee Stock Incentive Plan, (9) the Identix Incorporated
Non-Employee Directors Stock Option Plan, (10) the Identix Incorporated Equity
Incentive Plan, (11) the Visionics Corporation 1998 Stock Option Plan, (12) the
Visionics Corporation 1990 Stock Option Plan, (13) the Visionics Corporation
Stock Incentive Plan, (14) the Imaging Automation, Inc. 2003 Employee, Director
and Consultant Stock Plan and (15) the Imaging Automation, Inc. 1996 Stock
Option Plan (collectively, the plans referred to in clauses (1) to (15) above
are referred to as the "Plans") and (v) such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and have
Weil, Gotshal & Manges
May 17, 2007
Page 3
made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.
In connection with this opinion, we have assumed that (i) all
information contained in all documents reviewed by us is true and correct; (ii)
all signatures on all documents examined by us are genuine; (iii) all documents
submitted to us as originals are authentic and all documents submitted to us as
copies conform to the originals of those documents; (iv) each natural person
signing any document reviewed by us had the legal capacity to do so; (v) each
person signing in a representative capacity any document reviewed by us had
authority to sign in such capacity; (vi) the Registration Statements, and any
amendments thereto (including any post-effective amendments) relating to the
Shares have or will have become effective under the Securities Act, and no order
suspending the effectiveness of the Registration Statements has been issued and
no proceedings for that purpose are pending before or contemplated by the
Commission; (vii) the Shares have been or will be issued and sold in compliance
with applicable federal and state securities laws and in the manner stated in
the Registration Statements; and (viii) the number of shares of Common Stock
issued under the Registration Statements shall be less than the number of
authorized shares of Common Stock, less the number of such authorized shares
outstanding or otherwise reserved for issuance.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Shares being registered for sale pursuant
to the Registration Statements have been duly authorized and, when issued and
delivered upon the exercise of awards and receipt by the Company of
consideration constituting lawful consideration under Delaware law and in
accordance with the terms of the applicable Plans, will be validly issued, fully
paid and non-assessable.
The opinion expressed herein is limited to the corporate laws of the
State of Delaware, and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
We hereby consent to the use of this letter as an exhibit to the
Post-Effective Amendment.
Very truly yours,
/s/ Weil, Gotshal & Manges