Exhibit 5.1
[Gibson, Dunn & Crutcher LLP Letterhead]
November 27, 2002
(212) 351-4000 C73277-00009
PanAmSat Corporation
20 Westport Road
Wilton, Connecticut 06897
Re: PanAmSat Corporation
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Registration Statement on Form S-4
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Ladies and Gentlemen:
We have acted as special counsel to PanAmSat Corporation, a Delaware
corporation (the "Issuer"), and the subsidiary guarantors of the Issuer listed
on Exhibit A attached hereto (each a "Guarantor" and collectively, the
"Guarantors"), in connection with the Issuer's registration, on a Registration
Statement on Form S-4 (the "Registration Statement") under the Securities Act of
1933, as amended, of $800,000,000 aggregate principal amount of 8-1/2% Senior
Notes due 2012 (the "New Notes"), which are to be unconditionally, jointly and
severally guaranteed (the "Guarantee") by each Guarantor.
The New Notes will be offered in exchange for like principal amounts of
the Issuer's outstanding 8-1/2% Senior Notes due 2012 (the "Old Notes") pursuant
to the Registration Rights Agreement, dated as of January 25, 2002 (the
"Registration Rights Agreement"), among the Issuer, the Guarantors, Credit
Suisse First Boston Corporation, Deutsche Banc Alex. Brown Inc., ABN AMRO
Incorporated and SG Cowen Securities Corporation. The Registration Rights
Agreement was executed in connection with the private placement of the Old
Notes.
The New Notes will be issued pursuant to the Indenture, dated as of
February 1, 2002 (the "Indenture"), by and among the Issuer, the Guarantors and
the Bank of New York, a New York banking corporation, as Trustee. The New Notes
and the Indenture are sometimes collectively referred to herein as the
"Securities Documents"). The term "Specified Guarantors" means all of the
Guarantors other than Southern Satellite Corp., a Connecticut corporation.
GIBSON, DUNN & CRUTCHER LLP
In rendering this opinion, we have made such inquiries and examined,
among other things, originals or copies, certified or otherwise identified to
our satisfaction, of such records, agreements, certificates, instruments and
other documents as we have considered necessary or appropriate for purposes of
this opinion. Further we have assumed that the signatures on all documents
examined by us are genuine, all individuals executing such documents had all
requisite legal capacity and competency and (except in the case of documents
signed on behalf of the Issuer and the Specified Guarantors) were duly
authorized, the documents submitted to us as originals are authentic and the
documents submitted to us as certified or reproduction copies conform to the
originals.
Based on the foregoing and in reliance thereon, we are of the opinion
that:
(i) the New Notes have been duly authorized by the Issuer and,
when issued in exchange for the Old Notes pursuant to the terms of the
exchange offer described in the Registration Statement and the
Indenture, will be validly issued and will constitute legal and binding
obligations of the Issuer; and
(ii) the Guarantee has been duly authorized and validly issued
by the Specified Guarantors and constitutes the legal and binding
obligation of the Guarantors.
The foregoing opinions are subject to the following exceptions,
qualifications and limitations:
A. Our opinions are subject to (i) the effect of any
bankruptcy, insolvency, reorganization, moratorium, arrangement or
similar laws affecting the rights and remedies of creditors generally
(including, without limitation, the effect of statutory or other laws
regarding fraudulent transfers or preferential transfers) and (ii)
general principles of equity, including without limitation concepts of
materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance, injunctive relief or
other equitable remedies regardless of whether enforceability is
considered in a proceeding in equity or at law.
B. We express no opinion regarding the effectiveness of any
waiver of stay, extension or usury laws or of unknown future rights.
C. We express no opinion as to the effect on the
enforceability of the Guarantee against the Guarantors of any facts or
circumstances that would constitute a defense to the obligation of a
guarantor or surety, unless such defense has been waived effectively by
the Guarantors.
D. We express no opinion as to the validity, binding nature or
enforceability of provisions in the Securities Documents providing for
indemnification or contribution.
E. We render no opinion herein as to matters involving the
laws of any jurisdiction other than the State of New York, the State of
California, the United States of America and the General Corporation
Law of the State of Delaware. This opinion is limited to the effect of
the present state of the laws of the State of New York, the United
States of America and, only with respect to (i) the due authorization,
execution and
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GIBSON, DUNN & CRUTCHER LLP
delivery of the New Notes by the Issuer and (ii) the due
authorization, execution and delivery of the Guarantee by the
Guarantors, the General Corporation Law of the State of Delaware, and
to the facts as they presently exist. We are not admitted to practice
in the State of Delaware; however, we are generally familiar with the
General Corporation Law of the State of Delaware as currently in effect
and have made such inquiries as we consider necessary to render the
opinions contained herein. We assume no obligation to revise or
supplement this opinion in the event of changes in such laws or the
interpretations thereof or in the event of changes in such facts.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" contained in the prospectus that forms a part of the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Gibson Dunn & Crutcher LLP
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GIBSON, DUNN & CRUTCHER LLP
SCHEDULE A - GUARANTORS
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Guarantor State of Organization
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NET/36, Inc. DE
PanAmSat Communications Carrier Services, Inc. CA
PanAmSat Communications Japan, Inc. CA
PanAmSat Communications Services, Inc. CA
PanAmSat International Holdings, LLC DE
USHI, LLC DE
PanAmSat Marketing Corporation DE
PanAmSat International Systems, LLC DE
PanAmSat Asia Carrier Services, Inc. DE
PanAmSat Capital Corporation DE
PanAmSat Carrier Services, Inc. DE
PanAmSat India, Inc. DE
PanAmSat India Marketing, L.L.C. DE
PAS International Employment, Inc. DE
PanAmSat Licensee Corp. DE
PanAmSat International Sales, Inc. DE
PAS International LLC DE
PanAmSat International Systems Marketing, L.L.C. DE
Service and Equipment Corporation DE
Southern Satellite Corp. CT
Southern Satellite Licensee Corporation DE
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