[Letterhead of Skadden, Arps, Slate, Meagher & Flom, LLP]
September 23, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: HCC Industries Inc. and Subsidiary
Guarantors - Registration Statement
on Form S-4 (Nos. 333-32207 and 333-
32207-01 through 05 )
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Ladies and Gentlemen:
We have acted as special counsel to HCC Industries Inc., a Delaware
corporation (the "Company"), in connection with the public offering of
$90,000,000 aggregate principal amount of the Company's 10-3/4% Senior
Subordinated Exchange Notes Due 2007 (the "Notes"), which are to be fully and
unconditionally guaranteed on a senior subordinated basis pursuant to guarantees
(the "Guarantees" and, together with the Notes, the "Securities") by each of
Hermetic Seal Corporation, a Delaware corporation, Glasseal Products, Inc., a
New Jersey corporation, Sealtron, Inc., a Delaware corporation, Sealtron
Acquisition Corp., a Delaware corporation, and HCC Industries International, a
California corporation (the "Subsidiary Guarantors"). The Notes are to be
issued pursuant to an exchange offer (the "Exchange Offer") in exchange for a
like principal amount of the issued and outstanding 10-3/4% Senior Subordinated
Notes Due 2007 of the Company (the "Old Notes"), and are to be governed by an
Indenture, dated as of May 6, 1997 (the "Indenture"), by and among the Company,
the Subsidiary Guarantors and
Securities and Exchange Commission
September 23, 1997
Page 2
IBJ Schroder Bank & Trust Company, as Trustee (the "Trustee").
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").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4 (File No. 333-32207 and Nos. 333-32207-01 through 05)
relating to the Exchange Offer as filed with the Securities and Exchange
Commission (the "Commission") on July 28, 1997 under the Act, Amendment No. 1
thereto filed with the Commission on September 8, 1997 and Amendment No. 2
thereto to be filed with the Commission on the date hereof (such Registration
Statement, as so amended, being hereinafter referred to as the "Registration
Statement"); (ii) an executed copy of the Registration Rights Agreement, dated
May 6, 1997 (the "Registration Rights Agreement"), by and among the Company, the
Subsidiary Guarantor, Credit Suisse First Boston Corporation and Furman Selz
LLC; (iii) an executed copy of the Indenture; (iv) the Certificates of
Incorporation of the Company and each of the Subsidiary Guarantors, as amended
to date; (v) the By-Laws of the Company and each of the Subsidiary Guarantors,
as amended to date; (vi) certain resolutions adopted by the Board of Directors
of the Company, relating to, among other things, the Exchange Offer, the
issuance of the Old Notes and the Securities, the Indenture and related matters;
(vii) certain resolutions adopted by the Boards of Directors of each of the
Subsidiary Guarantors relating to, among other things, the issuance of the
Guarantees by the Subsidiary Guarantors; and (viii) the form of the Notes
(including the form of Guarantees) included as an exhibit to the Indenture. We
have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and the Subsidiary Guarantors and
such agreements, certificates of public officials, certificates of officers or
other representatives of the Company, the Subsidiary Guarantors and others, and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
Securities and Exchange Commission
September 23, 1997
Page 3
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 documents executed or to be executed by parties other than the
Company and the Subsidiary Guarantors, we have assumed that such parties 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 the validity and binding effect of such documents on such
parties.
We have assumed that the execution and delivery by the Company and the
Subsidiary Guarantors of the Securities and the Indenture and the performance by
the Company and the Subsidiary Guarantors of their respective obligations
thereunder do not and will not violate or constitute a default under (i) any
agreement or instrument to which the Company, the Subsidiary Guarantors or any
of their properties is subject (except that we do not make the assumptions set
forth in this clause (i) with respect to the Certificates of Incorporation or
By-laws of the Company and each of the Subsidiary Guarantors), (ii) any law,
rule or regulation to which the Company and the Subsidiary Guarantors are
subject (except that we do not make the assumption set forth in this clause (ii)
with respect to the General Corporation Law of the State of Delaware, the
California General Corporation Law, the New Jersey Business Corporation Act and
those laws, rules and regulations (other than securities and antifraud laws) of
the State of New York that, in our experience, are normally applicable to
transactions of the type provided for by the Indenture and the Securities (it
being understood that we have made no special investigation with respect to any
other laws, rules or regulations), (iii) any judicial or regulatory order or
decree of any governmental authority, or (iv) any consent, approval, license,
authorization or validation of, or filing, recording or registration with any
governmental authority. As to any facts material to the opinions ex-
Securities and Exchange Commission
September 23, 1997
Page 4
pressed herein which we have not independently established or verified, we have
relied upon statements and representations of officers and other representatives
of the Company, the Subsidiary Guarantors and others.
Members of our firm are admitted to the bar in the State of New York,
and we do not express any opinion as to the laws of any other jurisdiction other
than the General Corporation Law of the State of Delaware, the California
General Corporation Law and the New Jersey Business Corporation Act.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when (i) the Registration Statement becomes effective and the
Indenture has been qualified under the Trust Indenture Act of 1939, as amended,
and (ii) the Notes have been duly executed by the Company and authenticated by
the Trustee in accordance with the provisions of the Indenture and have been
delivered upon consummation of the Exchange Offer against receipt of Old Notes
surrendered in exchange therefor in accordance with the terms of the Exchange
Offer, the Notes will be valid and binding obligations of the Company entitled
to the benefits of the Indenture and enforceable against the Company in
accordance with their terms, and the Guarantees will be valid and binding
obligations of the Subsidiary Guarantors entitled to the benefits of the
Indenture and enforceable against the Subsidiary Guarantors in accordance with
their terms, in each case, except to the extent that the enforcement thereof may
be limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or similar laws now or hereafter in effect relating to creditors'
rights generally and (2) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
We hereby consent to the filing of this opinion with the 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
Securities and Exchange Commission
September 23, 1997
Page 5
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP