EXHIBIT 5.1
[Date]
SEAGATE TECHNOLOGY INTERNATIONAL
and the Guarantors of the Notes listed in the
Table of Additional Registrant Guarantors in
the Registration Statement
920 Disc Drive
P.O. Box 66360
Scotts Valley, California 95067
Ladies and Gentlemen:
We have acted as United States counsel to Seagate Technology International,
an exempted limited liability company incorporated under the laws of the Cayman
Islands (the "Company"), New SAC, an exempted limited liability company
incorporated under the laws of the Cayman Islands and certain of its
subsidiaries (individually, a "Guarantor" and collectively, the "Guarantors"),
listed in the Registration Statement (as defined below), in connection with the
Registration Statement on Form S-4 (the "Registration Statement") filed by the
Company and the Guarantors with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, relating to the
issuance by the Company of $210,000,000 aggregate principal amount of 12 1/2%
Senior Subordinated Notes Due 2007 (the "Exchange Securities") and the issuance
by the Guarantors of guarantees (the "Guarantees"), with respect to the Exchange
Securities. The Exchange Securities and the Guarantees will be issued under an
Indenture dated as of November 22, 2000 (the "Indenture") among the Company, the
Guarantors and The Bank of New York, as trustee (the "Trustee"). The Exchange
Securities will be offered by the Company in exchange for $210,000,000 aggregate
principal amount of its outstanding 12 1/2% Senior Subordinated Notes due 2007.
We have examined the Registration Statement and the Indenture, which has
been filed with the Commission as an exhibit to the Registration Statement. We
also have examined the originals or copies, certified or otherwise identified to
our satisfaction, of such records, agreements, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company and the Guarantors.
In rendering the opinions set forth below, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents. We also have
assumed that the Indenture is the valid and legally binding obligation of the
Trustee.
We have assumed further that (1) the Company and the Guarantors other than
those incorporated in, or organized or formed under the laws of, the State of
Delaware (such guarantors, the "Non-Delaware Guarantors") are validly existing
and in good standing under the laws of the jurisdictions in which each of them
is organized and have duly authorized, executed and delivered the Indenture in
accordance with their respective charter documents and by-laws or, as the case
may be, their equivalent constitutive documents, and the laws of the
jurisdictions in which each of them is organized, (2) the execution, delivery
and performance by the Company and the Non-Delaware Guarantors of the Indenture,
the Exchange Securities and the Guarantees of the Non-Delaware Guarantors do not
violate the laws of the jurisdictions in which each of them is organized or any
other applicable laws (excepting the laws of the State of New York and the
federal laws of the United States) and (3) the execution, delivery and
performance by the Company and the Non-Delaware Guarantors of the Indenture, the
Exchange Securities and the Guarantees of the Non-Delaware Guarantors do not
constitute a breach or violation of any agreement or instrument which is binding
upon the Company or the Non-Delaware Guarantors.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that:
1. When the Exchange Securities have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Indenture upon
the exchange, the Exchange Securities will constitute valid and legally
binding obligations of the Company enforceable against the Company in
accordance with their terms.
2. When the Exchange Securities have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Indenture upon
the exchange and when the Guarantees have been duly issued, the Guarantees
will constitute valid and legally binding obligations of the Guarantors
enforceable against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to the effects of (1) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, (2) general equitable
principles (whether considered in a proceeding in equity or at law), (3) an
implied covenant of good faith and fair dealing and (4) the effects of the
possible judicial application of foreign laws or foreign governmental or
judicial action affecting creditors' rights.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the Delaware General
Corporation Law (including the Statutory provisions, all applicable provisions
of the Delaware Constitution and reported judicial decisions interpreting the
foregoing), the law of the State of New York and the federal law of the United
States.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT