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Exhibit 5.1
[LATHAM & WATKINS LETTERHEAD]
June 28, 2002
File No. 027584-0016
TransDigm Inc.
26380 Curtiss Wright Parkway, Suite #304
Richmond Heights, OH 44143
Re: Registration Statement on Form S-4 Relating to $75,000,000 Aggregate
Principal Amount of 10 3/8% Senior Subordinated Notes Due 2008
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Ladies and Gentlemen:
In connection with the registration of $75,000,000 aggregate
principal amount of 10 3/8% Senior Subordinated Notes due 2008 (the "Exchange
Notes") by TransDigm Inc., a Delaware corporation (the "Company"), and the
guarantees of the Exchange Notes (the "Guarantees") by TransDigm Holding
Company, a Delaware corporation ("Holdings"), Champion Aerospace Inc., a
Delaware corporation ("Champion"), Marathon Power Technologies Company, a
Delaware corporation ("Marathon"), ZMP, Inc., a California corporation ("ZMP"),
Adams Rite Aerospace, Inc., a California corporation ("Adams Rite"), and
Christie Electric Corp., a California corporation ("Christie" and together with
Holdings, Champion Aerospace, Marathon, ZMP and Adams Rite, the "Guarantors"),
under the Securities Act of 1933, as amended (the "Act"), on Form S-4 (the
"Registration Statement") filed with the Securities and Exchange Commission on
June 28, 2002, you have requested our opinion with respect to the matters set
forth below. The Exchange Notes and Guarantees will be issued pursuant to an
indenture, dated as of December 3, 1998, as supplemented on April 23, 1999 and
June 26, 2001 (the "Indenture"), among the Company, the Guarantors and State
Street Bank and Trust Company, as trustee (the "Trustee"). The Exchange Notes
will be issued in exchange for the Company's outstanding 10 3/8% Senior
Subordinated Notes due 2008 (the "Old Notes") on the terms set forth in the
prospectus contained in the Registration Statement and the Letter of Transmittal
filed as an exhibit thereto.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken by the Company and the
Guarantors in connection with the authorization and issuance of the Exchange
Notes and the Guarantees, respectively. In addition, we have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
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53rd at Third o 885 Third Avenue o New York, New York 10022-4802
TELEPHONE: (212) 906-1200 o FAX: (212) 751-4864
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LATHAM & WATKINS
TransDigm Inc.
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In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic original documents of all documents submitted to us
as copies. As to facts material to the opinions, statements and assumptions
expressed herein, we have, with your consent, relied upon oral or written
statements and representations of officers and other representatives of the
Company, the Guarantors and others.
We are opining herein as to the effect on the subject transaction
only of the federal laws of the United States, the internal laws of the State of
New York, the General Corporation Law of the State of Delaware and the General
Corporation Law of the State of California, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or, in the case of Delaware and California, any other laws,
or as to any matters of municipal law or the laws of any local agencies within
any state.
Subject to the foregoing and the other matters set forth herein, it
is our opinion that as of the date hereof:
1. The Exchange Notes have been duly authorized by all necessary
corporate action of the Company, and, when executed, authenticated and delivered
by or on behalf of the Company against the due tender and delivery to the
Trustee of the Old Notes in an aggregate principal amount equal to the aggregate
principal amount of the Exchange Notes, the Exchange Notes will constitute valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms.
2. Each of the Guarantees has been duly authorized by all necessary
corporate action of the respective Guarantor, and, when executed in accordance
with the terms of the Indenture and upon the due execution, authentication and
delivery of the Exchange Notes against the due tender and delivery to the
Trustee of the Old Notes in an aggregate principal amount equal to the aggregate
principal amount of the Exchange Notes, the Guarantees will be the valid and
binding obligation of the respective Guarantor, enforceable against such
Guarantor in accordance with its terms.
The opinions rendered in the foregoing paragraphs relating to the
enforceability of the Exchange Notes and the Guarantees are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought; (iii) we express no
opinion concerning the enforceability of the waiver of rights or defenses
contained in Section 4.06 of the Indenture; and (iv) the enforceability of any
provisions requiring the payment of attorney's fees except to the extent that a
court determines such fees to be reasonable.
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LATHAM & WATKINS
TransDigm Inc.
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We have not been requested to express, and with your knowledge and
consent, do not render any opinion as to the applicability to the obligations of
the Company under the Indenture and the Exchange Notes or the Guarantors under
the Indenture or the Guarantees of Section 548 of the United States Bankruptcy
Code or applicable state law (including, without limitation, Article 10 of the
New York Debtor and Creditor Law) relating to fraudulent transfers and
obligations.
To the extent that the obligations of the Company and each of the
Guarantors under the Indenture, the Exchange Notes and the Guarantees
(collectively, the "Operative Documents") may be dependent upon such matters, we
have assumed for purposes of this opinion that: (i) the Trustee (a) is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; (b) has the requisite organizational and legal
power and authority to perform its obligations under each of the Operative
Documents to which it is a party; (c) is duly qualified to engage in the
activities contemplated by each of the Operative Documents to which it is a
party; and (d) the duly authorized, executed and delivered each of the Operative
Documents to which it is a party; (ii) the Indenture is the legal, valid,
binding agreement of the Trustee, enforceable against the Trustee in accordance
with its terms; and (iii) that the Trustee is in compliance, generally and with
respect to acting as a trustee under the Indenture, with all applicable laws and
regulations.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters" in the prospectus contained therein.
Very truly yours,
/s/ Latham & Watkins