EXHIBIT 5
ICF KAISER INTERNATIONAL, INC.
9300 Lee Highway
Fairfax, Virginia 22031
(703) 934-3600
January 10, 1997
ICF Kaiser International, Inc.
Cygna Consulting Engineers and Project Management, Inc.
ICF Kaiser Government Programs, Inc.
PCI Operating Company, Inc.
Systems Applications International, Inc.
9300 Lee Highway
Fairfax, Virginia 22031
Re: ICF Kaiser International, Inc.
12% Senior Notes due 2003, Series B
Registration Statement on Form S-1
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Ladies and Gentlemen:
I have acted as counsel to ICF Kaiser International, Inc., a Delaware
corporation (the "Company"), and each of Cygna Consulting Engineers and Project
Management, Inc., a California corporation, ICF Kaiser Government Programs,
Inc., a Delaware corporation, PCI Operating Company, Inc., a Delaware
corporation, and Systems Applications International, Inc., a Delaware
corporation (each a "Subsidiary Guarantor" and collectively the "Subsidiary
Guarantors"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of, and the offer to exchange (the
"Exchange Offer"), the Company's 12% Senior Notes due 2003, Series B (the
"Exchange Notes"), for its outstanding 12% Senior Notes due 2003, Series A (the
"Old Notes"), and the guarantee of the Exchange Notes by each of the Subsidiary
Guarantors (collectively the "Guarantees"). This opinion is delivered to you in
connection with the Registration Statement on Form S-1 for the aforementioned
Exchange Notes, Exchange Offer and the Guarantees (the "Registration
Statement"). Capitalized terms used herein without definition shall have the
meanings given to them in the Registration Statement.
In arriving at the opinions expressed below, I have examined and relied on
the originals, or copies certified or otherwise identified to my satisfaction,
or each of (a) the Exchange Notes, (b) the Indenture and (c) the Guarantees,
each of which has been filed as an exhibit to the Registration Statement.
ICF Kaiser International, Inc. and Subsidiary Guarantors
January 10, 1997
Page 2
I have assumed for purposes of my opinions hereinafter set forth that (a)
the Indenture has been duly authorized, executed and delivered by the Trustee
and (b) the Trustee has full power, authority and legal right to perform its
obligations under the Indenture.
In connection with rendering the opinions expressed below, I have examined
and relied upon the originals, or copies authenticated to my satisfaction, of
such public and corporate records, certificates of public officials,
certificates of officers and representatives of the Company and the Subsidiary
Guarantors and other documents and instruments as I have deemed relevant and
necessary as the basis of the opinions hereinafter set forth. Insofar as this
opinion involves factual matters, I have relied, to the extent I have deemed
proper, upon certificates of officers of the Company and the Subsidiary
Guarantors and certificates of public officials.
In my examination of all of the foregoing, I have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to me as originals, the conformity to original documents
of all documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing and subject to the qualifications, exceptions and
limitations set forth herein, I am of the opinion that when the Registration
Statement shall become effective under the Securities Act, when the Indenture
shall become qualified under the Trust Indenture Act of 1939, as amended, and
when the Exchange Notes shall have been duly executed and authenticated as
specified in the Indenture:
1. The Indenture has been duly and validly authorized by the Company and
constitutes the valid and legally binding agreement of the Company, enforceable
against the Company in accordance with its terms.
2. The Guarantees have been duly and validly authorized by each of the
Subsidiary Guarantors and (assuming due authentication and delivery of the
Exchange Notes by the Trustee in accordance with the Indenture) each of the
Guarantees constitutes the valid and legally binding agreement of the Subsidiary
Guarantor that issued it, enforceable against such Subsidiary Guarantor in
accordance with its terms.
3. The Exchange Notes have been duly and validly authorized by the
Company and, when duly executed and delivered by the Company upon delivery to
the Company of Old Notes in accordance with the terms of the Exchange Offer
(assuming due authentication and delivery of the Exchange Notes by the Trustee
in accordance with the Indenture), will constitute the valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
The enforceability of the Indenture, the Guarantees and the Exchange Notes
is subject in each case to (i) bankruptcy, insolvency, reorganization,
moratorium 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
the discretion of the court before which any proceeding therefor may be brought.
ICF Kaiser International, Inc. and Subsidiary Guarantors
January 10, 1997
Page 3
This opinion deals only with the specific legal issues it addresses
explicitly. In rendering this opinion, I express no opinion as to the laws of
any jurisdiction other than the federal laws of the United States, the laws of
the State of New York and the General Corporation Law of the State of Delaware.
I am admitted to practice only in the Commonwealth of Virginia and the District
of Columbia and for purposes of rendering this opinion I have assumed that the
laws of the State of New York are the same in all material respects as the laws
of the Commonwealth of Virginia.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus that is a part of the Registration Statement.
Respectfully submitted,
/s/ Paul Weeks, II
Paul Weeks, II
Senior Vice President,
General Counsel and Secretary