EXHIBIT 5.1
[Letterhead of Dechert LLP]
September 29, 2003
MSX International, Inc.
22355 West Eleven Mile Road
Southfield, MI 48034
MSX International Limited
Endeavour Drive
Festival Business Park
Basildon, Essex SS14 3WF
England
Subsidiary Guarantors listed on Schedule A
c/o MSX International, Inc.
22355 West Eleven Mile Road
Southfield, MI 48034
Re: Form S-4 Registration Statement
Registration No. 333-_________
Gentlemen and Ladies:
We have acted as counsel to MSX International, Inc., a Delaware
corporation (the "Company") and the subsidiary guarantors listed on Schedule A
attached hereto (each a "Subsidiary Guarantor" and collectively the "Subsidiary
Guarantors") and special counsel to MSX International Limited, a company
incorporated under the laws of England and Wales ("MSXI Limited" and together
with the Company, the "Issuers"), in connection with the preparation and filing
by the Issuers and the Subsidiary Guarantors of a Registration Statement on Form
S-4 (Registration No. 333- ) (the "Registration Statement"), with the
Securities and Exchange Commission for the purpose of registering the issuance
of up to 75,500 of the Issuers' 11% Senior Secured Units due 2007 (the "Exchange
Units") consisting of $860 Principal Amount of 11% Senior Secured Notes due 2007
of the Company (the "MSXI Notes") and $140 Principal Amount of 11% Senior
Secured Notes due 2007 of MSXI Limited (the "MSXI Limited Notes" and together
with the MSXI Notes, the "Exchange Notes") and the Subsidiary Guarantors'
guarantees thereof (the "Exchange Guarantees") under the Securities Act of 1933,
as amended (the "Securities Act"). The Exchange Units and the Exchange
Guarantees are to be issued in exchange for an equal aggregate number of the
Issuers' outstanding 11% Senior Secured Units due 2007 (the "Existing Units")
consisting of $860 Principal Amount of 11% Senior Secured Notes due 2007 of the
Company and $140 Principal Amount of 11% Senior Secured Notes due 2007 of MSXI
Limited (collectively, the "Existing Notes") and the Subsidiary Guarantors'
guarantees thereof pursuant to the Registration Rights Agreement (the
"Registration Rights Agreement") among the Issuers, the Subsidiary Guarantors
and Jefferies & Company, Inc., which is filed as Exhibit 4.8 to the Registration
Statement. The Exchange Units are to be
issued pursuant to the terms of the Indenture dated August 1, 2003, by and among
the Issuers, the Subsidiary Guarantors and BNY Midwest Trust Company, as trustee
(the "Trustee"), which is filed as Exhibit 4.4 to the Registration Statement.
The Indenture is to be qualified under the Trust Indenture Act of 1939, as
amended (the "TIA").
In connection with the foregoing, we have reviewed such records,
documents, agreements and certificates, and examined such questions of law, as
we have considered necessary or appropriate for the purpose of this opinion. In
making our examination of records, documents, agreements and certificates, we
have assumed the authenticity of the same, the correctness of the information
contained therein, the genuineness of all signatures, the authority of all
persons entering and maintaining records or executing documents, agreements and
certificates (other than persons executing documents, agreements and
certificates on behalf of the Company and the Subsidiary Guarantors), and the
conformity to authentic originals of all items submitted to us as copies
(whether certified, conformed, photostatic or by other electronic means) of
records, documents, agreements or certificates. In rendering our opinions, we
have relied as to factual matters upon certificates of public officials and
certificates and representations of officers of the Company and the Subsidiary
Guarantors.
We have assumed that (i) MSXI Limited is duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, (ii) MSXI Limited has all requisite corporate power and authority
to execute, deliver and perform its obligations under the Exchange Units and
(iii) MSXI Limited's execution and delivery of the Exchange Units has been duly
authorized by all necessary corporate action. Further, we have assumed that the
Indenture has been duly authorized, executed and delivered by the Trustee and
constitutes a legal, valid and binding agreement of the Trustee. In addition, we
have assumed that there will be no changes in applicable law between the date of
this opinion and the date of issuance and delivery of the Exchange Units and the
Exchange Guarantees.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, and having regard
for such legal considerations as we deem relevant, we are of the opinion that:
1. When (a) the Registration Statement has been declared effective, (b)
the Indenture has been duly qualified under the TIA, (c) the Exchange Units have
been duly executed by the Issuers, and (d) the Exchange Units have been duly
authenticated by the Trustee in accordance with the terms of the Indenture and
issued and delivered in exchange for the Existing Units in accordance with the
Registration Rights Agreement and the terms set forth in the prospectus which is
included in the Registration Statement, the Exchange Units will constitute valid
and legally binding obligations of each of the Company and MSXI Limited, as an
issuer, enforceable against each of the Company and MSXI Limited in accordance
with their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization and other similar laws affecting
creditors' rights generally or debtors' obligations generally, general
principles of equity (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.
2. When (a) the Registration Statement has been declared effective, (b)
the Indenture has been duly qualified under the TIA, (c) the Exchange Units have
been duly executed by the Issuers, (d) the Exchange Units have been duly
authenticated by the Trustee
in accordance with the terms of the Indenture and issued and delivered in
exchange for the Existing Units in accordance with the Registration Rights
Agreement and the terms set forth in the prospectus which is included in the
Registration Statement, and (e) the Exchange Guarantees have been duly executed
by the Subsidiary Guarantors, the Exchange Guarantees will constitute valid and
legally binding obligations of the applicable Subsidiary Guarantor party thereto
enforceable against such Subsidiary Guarantor in accordance with the terms of
the applicable Exchange Guarantee, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, moratorium, reorganization and other similar laws
affecting creditors' rights generally or debtors' obligations generally, general
principles of equity (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.
The opinions expressed herein are limited to the General Corporation
Law and the Limited Liability Company Act of the State of Delaware and the laws
of the United States of America and the State of New York, and we express no
opinion concerning the laws of any other jurisdiction. For the purposes of our
opinion with respect to the due authorization of any of the Exchange Guarantees
by any Subsidiary Guarantor incorporated or organized in a state other than
Delaware, New York or California, we have assumed that the corporate, limited
liability company, partnership or limited partnership law of the jurisdiction of
incorporation or organization of such entities is identical to that of Delaware.
The opinion expressed herein is rendered to the Issuers and the
Subsidiary Guarantors in connection with the filing of the Registration
Statement and for no other purpose. The opinion expressed herein may not be used
or relied on by any other person, nor may this letter or any copies thereof be
furnished to a third party, filed with a government agency, quoted, cited or
otherwise referred to without our prior written consent, except as noted below.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus contained
therein, under the caption "Legal Matters." In giving such consent we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/ Dechert LLP
SCHEDULE A
Subsidiary Guarantors
MSX International (Holdings), Inc.
MSX International Services (Holdings), Inc.
MSX International European (Holdings), L.L.C.
MSX International DealerNet Services, Inc.
MSX International Business Services, Inc.
Creative Technology Services, L.L.C.
MSX International Technology Services, Inc.
MSX International Engineering Services, Inc.
Intranational Computer Consultants
Programming Management & Systems, Inc.
Chelsea Computer Consultants, Inc.
Millennium Computer Systems, Inc.
Management Resources International, Inc.
Pilot Computer Services, Incorporated
MSX International Platform Services, LLC
MegaTech Engineering, Inc.
MSX International Strategic Technology, Inc.