EXHIBIT 5.1
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JAMES R. BURKE
+1 617 526 6062 (t)
+1 617 526 5000 (f)
james.burke@wilmerhale.com
June 19, 2006
SS&C Technologies, Inc.
80 Lamberton Road
Windsor, Connecticut 06095
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration Statement on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") relating to the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of the issuance and exchange of
up to $205,000,000 aggregate original principal amount of 11 3/4% Senior
Subordinated Notes due 2013 (the "Exchange Notes") of SS&C Technologies, Inc., a
Delaware corporation (the "Company"), and the guarantees of the obligations
represented by the Exchange Notes (the "Exchange Guarantees" and, together with
the Exchange Notes, the "New Securities") by the subsidiaries of the Company set
forth on Schedule A hereto (such entities, the "Guarantors").
The New Securities are to be issued pursuant to an Indenture, dated as of
November 23, 2005, among the Company, Sunshine Acquisition II, Inc.
("Sunshine"), the Guarantors and Wells Fargo Bank, National Association, as
trustee (the "Trustee"), which is filed as Exhibit 4.1 to the Registration
Statement, as supplemented by the First Supplemental Indenture, dated as of
April 27, 2006, which is filed as Exhibit 4.2 to the Registration Statement
(such Indenture, as supplemented by such First Supplemental Indenture being
referred to collectively as the "Indenture"). The New Securities are to be
issued in an exchange offer (the "Exchange Offer") for a like aggregate original
principal amount of currently outstanding 11 3/4% Senior Subordinated Notes due
2013 (the "Old Notes") and the guarantees of the obligations represented by the
Old Notes in accordance with the terms of a Registration Rights Agreement, dated
as of November 23, 2005, by and among the Company, Sunshine, the Guarantors and
the Initial Purchasers (as defined therein), which is filed as Exhibit 4.5 to
the Registration Statement, as supplemented by the Joinder Agreement, dated as
of April 27, 2006, which is filed as Exhibit 4.8 to the Registration Statement
(such Registration Rights Agreement, as supplemented by such Joinder Agreement,
being referred to collectively as the "Registration Rights Agreement").
We are acting as counsel for the Company and the Guarantors in connection with
the issuance by the Company and the Guarantors of the New Securities. We have
examined signed copies of the Registration Statement as filed with the
Commission. We have also examined and relied upon
Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston,
Massachusetts 02109
Baltimore Beijing Berlin Boston Brussels London Munich New York Northern
Virginia Oxford Palo Alto Waltham Washington
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SS&C Technologies, Inc.
June 19, 2006
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the Registration Rights Agreement, the Indenture, resolutions adopted by the
board of directors or sole member, as the case may be, of the Company and each
Guarantor, as provided to us by the Company and the Guarantors, the certificates
of incorporation and by-laws or other organizational documents, as the case may
be, of the Company and each Guarantor, each as restated and/or amended to date,
and such other documents as we have deemed necessary for purposes of rendering
the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed 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 copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and
exchange of the New Securities in the Exchange Offer, to register and qualify
the New Securities for issuance under all applicable state securities or "blue
sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction other
than the state laws of the State of New York, the General Corporation Law of the
State of Delaware and the federal laws of the United States of America. Various
issues concerning the laws of the States of Connecticut and New Jersey are
addressed in the opinions filed as Exhibits 5.2 and 5.3 to the Registration
Statement, which have been separately provided to you. We express no opinion
with respect to those matters herein, and to the extent elements of those
opinions are necessary to the conclusions expressed herein, we have, with your
consent, assumed such matters.
Our opinions below are qualified to the extent that they may be subject to or
affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium,
usury, fraudulent conveyance or other laws affecting the rights of creditors
generally, (ii) statutory or decisional law concerning recourse by creditors to
security in the absence of notice or hearing, (iii) duties and standards imposed
on creditors and parties to contracts, including, without limitation,
requirements of good faith, reasonableness and fair dealing, and (iv) general
equitable principles. We express no opinion as to the availability of any
equitable or specific remedy, or as to the successful assertion of any equitable
defense, upon any breach of any agreements or documents or obligations referred
to herein, or any other matters, inasmuch as the availability of such remedies
or defenses may be subject to the discretion of a court. In addition, we express
no opinion with respect to the enforceability of any provision of the New
Securities requiring the payment of interest on overdue interest.
We also express no opinion herein as to any provision of the New Securities or
any agreement (a) which may be deemed to or construed to waive any right of the
Company or any of the Guarantors, (b) to the effect that rights and remedies are
not exclusive, that every right or remedy is cumulative and may be exercised in
addition to or with any other right or remedy and does not preclude recourse to
one or more other rights or remedies, (c) relating to the effect of invalidity
or unenforceability of any provision of the New Securities or any agreement on
the validity or
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SS&C Technologies, Inc.
June 19, 2006
Page 3
enforceability of any other provision thereof, (d) requiring the payment of
penalties, consequential damages or liquidated damages, (e) which is in
violation of public policy, (f) purporting to indemnify any person against his,
her or its own negligence or intentional misconduct, (g) providing that the
terms of the New Securities may not be waived or modified except in writing or
(h) relating to choice of law or consent to jurisdiction.
For purposes of our opinions rendered below, and without limiting any other
comments and qualifications set forth herein, insofar as they relate to the
enforceability against the Guarantors, we have assumed that each Guarantor has
received reasonably equivalent value and fair consideration in exchange for its
obligations therein or undertakings in connection therewith, and that prior to
and after consummation of the transactions contemplated by the Indenture and the
New Securities to which they are a party, each Guarantor is not insolvent,
rendered insolvent or left with unreasonably small capital within the meaning of
11 U.S.C. Section 548 and N.Y. Debt. & Cred. Law Section 270 et seq. With
respect to our opinions below, we have assumed that the execution and delivery
of the Indenture and the New Securities and consummation of the transactions
contemplated thereby are necessary or convenient to the conduct, promotion or
attainment of the business of the Company and of each Guarantor under current
law applicable to each Guarantor.
Based upon and subject to the foregoing, we are of the opinion that the Exchange
Notes, when executed by the Company, authenticated by the Trustee in the manner
provided by the Indenture and issued and delivered against surrender of the Old
Notes in accordance with the terms and conditions of the Registration Rights
Agreement, the Indenture and the Exchange Offer, will be valid and binding
obligations of the Company, entitled to the benefits provided by the Indenture
and enforceable against the Company in accordance with their terms, and that the
Exchange Guarantees, when the Exchange Notes are issued, authenticated and
delivered in accordance with the terms of the Registration Rights Agreement, the
Indenture and the Exchange Offer, will be binding and valid obligations of the
Guarantors, enforceable against each of them in accordance with their respective
terms.
It is understood that this opinion is to be used only in connection with the
offer and exchange of the New Securities while the Registration Statement is in
effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Validity of
Securities." In giving such consent, we do not hereby admit that we are
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SS&C Technologies, Inc.
June 19, 2006
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in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
WILMER CUTLER PICKERING
HALE AND DORR LLP
By: /s/ James R. Burke
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James R. Burke, a Partner
SCHEDULE A
Financial Models Company Ltd., a New York corporation
Financial Models Holdings Inc., a Delaware corporation
SS&C Fund Administration Services LLC, a New York limited liability company
OMR Systems Corporation, a New Jersey corporation
Open Information Systems, Inc., a Connecticut corporation
Cogent Management Inc., a New York corporation