SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
-------
FACSIMILE: (212) 455-2502
DIRECT DIAL NUMBER E-MAIL ADDRESS
March 22, 2002
L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
L-3 Communications Corporation
600 Third Avenue
New York, New York 10016
Ladies and Gentlemen:
We have acted as counsel to L-3 Communications Holdings,
Inc., a Delaware corporation ("L-3 Holdings"), L-3 Communications Corporation, a
wholly-owned subsidiary of L-3 Holdings and a Delaware corporation ("L-3
Communications"), the Delaware subsidiaries of L-3 Holdings named on Schedule I
attached hereto (each, a "Delaware Guarantor" and collectively, the "Delaware
Guarantors"), the non-Delaware subsidiaries of L-3 Holdings named on Schedule II
attached hereto (each, a "Non-Delaware Guarantor" and collectively, the
"Non-Delaware Guarantors", taken together with the Delaware Guarantors, the
"Subsidiary Guarantors"), in connection with the Registration Statement on Form
S-3 (the "Registration Statement") filed by L-3 Holdings, L-3 Communications and
the Subsidiary Guarantors with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to (i) shares of common stock of L-3 Holdings par value $.01 per share (the
"Common Stock"); (ii) shares of Common Stock to be sold by certain selling
stockholders (the "Selling Stockholders"); (iii) shares of preferred stock of
L-3 Holdings par value $.01 per share (the "Preferred Stock"); (iv) warrants to
purchase Common Stock (the "Common Stock Warrants"); (v) warrants to purchase
Preferred Stock (the "Preferred Stock Warrants"); (vi)
SIMPSON THACHER & BARTLETT
L-3 Communications Holdings, Inc. 2 March 22, 2002
L-3 Communications Corporation
unsecured debt securities of L-3 Holdings consisting of notes, debentures or
other evidence of indebtedness, which may be either senior ("L-3 Holdings Senior
Debt Securities"), senior subordinated ("L-3 Holdings Senior Subordinated Debt
Securities") or subordinated ("L-3 Holdings Subordinated Debt Securities")
(collectively, the "L-3 Holdings Debt Securities"); (vii) warrants to purchase
L-3 Holdings Debt Securities (the "L-3 Holdings Debt Security Warrants"); (viii)
unsecured debt securities of L-3 Communications consisting of notes, debentures
or other evidence of indebtedness, which may be either senior ("L-3
Communications Senior Debt Securities"), senior subordinated ("L-3
Communications Senior Subordinated Debt Securities") or subordinated ("L-3
Communications Subordinated Debt Securities") (collectively, the "L-3
Communications Debt Securities" and, together with the L-3 Holdings Debt
Securities, the "Debt Securities"), which will be fully and unconditionally
guaranteed by L-3 Holdings (the "L-3 Holdings Debt Guarantee"); (ix) guarantees
of the Subsidiary Guarantors to be issued in connection with the Debt Securities
(the "Debt Guarantees"); (x) contracts for purchase and sale of Common Stock or
Preferred Stock (the "Purchase Contracts"); (xi) Stock Purchase Units of L-3
Holdings, consisting of a Purchase Contract and either a beneficial interest in
L-3 Holdings Debt Securities or debt obligations of third parties, including
U.S. Treasury securities (the "Stock Purchase Units"); and (xii) Common Stock,
Preferred Stock and L-3 Holdings Debt Securities, which may be issued upon
exercise of Securities Warrants (as defined below) or Purchase Contracts,
whichever is applicable. The Common Stock, the Preferred Stock, the Debt
Securities, the L-3 Holdings Debt Guarantee, the Debt Guarantees, the Purchase
Contracts, the Stock Purchase Units and the Securities Warrants are hereinafter
referred to as the "Securities". The Securities may be issued and sold or
delivered from time to time as set forth in the Registration
SIMPSON THACHER & BARTLETT
L-3 Communications Holdings, Inc. 3 March 22, 2002
L-3 Communications Corporation
Statement, any amendment thereto, the prospectus contained therein (the
"Prospectus") and supplements to the Prospectus (the "Prospectus Supplements")
and pursuant to Rule 415 under the Act for an aggregate initial offering price
not to exceed ________ or the equivalent thereof in one or more foreign
currencies or composite currencies (together with any additional Securities that
may be issued by L-3 Holdings, L-3 Communications and the Subsidiary Guarantors
pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Act)).
The Common Stock to be sold by the Selling Stockholders may be sold from time to
time as set forth in the Registration Statement, any amendment thereto, the
Prospectus and the Prospectus Supplements and pursuant to Rule 415 under the Act
in an amount not to exceed [500,000] shares (together with any additional shares
of Common Stock that may be sold by the Selling Stockholders pursuant to Rule
462(b) (as prescribed by the Commission pursuant to the Act)).
The L-3 Holdings Debt Securities and the Debt Guarantees
thereof, if applicable, will be issued under an Indenture (the "L-3 Holdings
Indenture") among L-3 Holdings, such Trustee as shall be named therein (the "L-3
Holdings Trustee") and such Subsidiary Guarantors as shall be named therein, if
applicable. The L-3 Communications Debt Securities, the L-3 Holdings Debt
Guarantee and the Debt Guarantees thereof, if applicable, will be issued under
an Indenture (the "L-3 Communications Indenture") among L-3 Communications, L-3
Holdings, such Trustee as shall be named therein (the "L-3 Communications
Trustee") and such Subsidiary Guarantors as shall be named therein, if
applicable. The L-3 Holdings Indenture and the L-3 Communications Indenture are
hereinafter collectively referred to as the "Indentures".
The Purchase Contracts will be issued pursuant to a Purchase
Contract Agreement (the "Purchase Contract Agreement") between L-3 Holdings and
a purchase contract agent as
SIMPSON THACHER & BARTLETT
L-3 Communications Holdings, Inc. 4 March 22, 2002
L-3 Communications Corporation
shall be named therein (the "Purchase Contract Agent").
The Common Stock Warrants, the Preferred Stock Warrants and
the L-3 Holdings Debt Security Warrants are hereinafter referred to collectively
as the "Securities Warrants." The Common Stock Warrants will be issued under a
Common Stock Warrant Agreement (the "Common Stock Warrant Agreement") between
L-3 Holdings and a common stock warrant agent as shall be named therein (the
"Common Stock Warrant Agent"). The Preferred Stock Warrants will be issued under
a Preferred Stock Warrant Agreement (the "Preferred Stock Warrant Agreement")
between L-3 Holdings and a preferred stock warrant agent as shall be named
therein (the "Preferred Stock Warrant Agent"). The L-3 Holdings Debt Security
Warrants will be issued under a Debt Security Warrant Agreement (the "Debt
Security Warrant Agreement") among L-3 Holdings, a debt security warrant agent
as shall be named therein (the "Debt Security Warrant Agent") and the L-3
Holdings Trustee. The Common Stock Warrant Agreement, the Preferred Stock
Warrant Agreement and the Debt Security Warrant Agreement are hereinafter
referred to collectively as the "Warrant Agreements." Each party to a Warrant
Agreement other than L-3 Holdings is referred to hereinafter as a
"Counterparty."
We have examined the Registration Statement and the exhibits
filed with the Commission to such Registration Statement on the date hereof. We
also have examined the originals, or duplicates or certified or conformed
copies, 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 L-3 Holdings, L-3
Communications and the Subsidiary
SIMPSON THACHER & BARTLETT
L-3 Communications Holdings, Inc. 5 March 22, 2002
L-3 Communications Corporation
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: (1) at the time of execution,
authentication, issuance and delivery of the Debt Securities, each of the
Indentures will be the valid and legally binding obligation of the trustee
thereunder; (2) at the time of execution, issuance and delivery of the Purchase
Contracts, the Purchase Contract Agreement will be the valid and legally binding
obligation of the Purchase Contract Agent; and (3) at the time of execution,
countersignature, issuance and delivery of any Securities Warrants, the related
Warrant Agreement will be the valid and legally binding obligation of each
Counterparty thereto.
We have assumed further that (1) at the time of execution,
authentication, issuance and delivery of the L-3 Holdings Debt Securities, and
the Debt Guarantees, if applicable, the L-3 Holdings Indenture will have been
duly authorized, executed and delivered by L-3 Holdings and the Subsidiary
Guarantors, if applicable and (2) if applicable, execution, delivery and
performance by each Non-Delaware Guarantor of the L-3 Holdings Indenture and the
Debt Guarantees will not violate the laws of its jurisdiction of incorporation
or any other applicable laws (excepting the laws of the State of New York and
the Federal laws of the United States).
We have assumed further that (1) at the time of execution,
authentication, issuance and delivery of the L-3 Communications Debt Securities,
the L-3 Holdings Debt
SIMPSON THACHER & BARTLETT
L-3 Communications Holdings, Inc. 6 March 22, 2002
L-3 Communications Corporation
Guarantee and the Debt Guarantees, if applicable, the L-3 Communications
Indenture will have been duly authorized, executed and delivered by L-3
Communications, L-3 Holdings, and the Subsidiary Guarantors, if applicable and
(2) if applicable, execution, delivery and performance by each Non-Delaware
Guarantor of the L-3 Communications Indenture will not violate the laws of its
jurisdiction of incorporation or any other applicable laws (excepting the laws
of the State of New York and the Federal laws of the United States).
We have assumed further that at the time of execution,
issuance and delivery of the Purchase Contracts, the Purchase Contract Agreement
will have been duly authorized, executed and delivered by L-3 Holdings.
We have assumed further that at the time of execution,
countersignature, issuance and delivery of any Securities Warrants, the related
Warrant Agreements will have been duly authorized, executed and delivered by L-3
Holdings.
Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that:
1. With respect to the Common Stock, assuming (a) the taking by
the Board of Directors of L-3 Holdings, a duly constituted
and acting committee of such Board of Directors or duly
authorized officers of L-3 Holdings (such Board of
Directors, committee or authorized officers being referred
to herein as the "L-3 Holdings Board") of all necessary
corporate action to authorize and approve the issuance of
the Common Stock and (b) due issuance and delivery of the
Common Stock, upon payment therefor in accordance with the
applicable definitive purchase, underwriting or similar
agreement approved by the L-3 Holdings Board, the Common
Stock will be validly issued, fully paid and nonassessable.
2. With respect to the Common Stock to be sold by the Selling
Stockholders, such Common Stock has been duly authorized and
is validly issued, fully paid and nonassessable.
3. With respect to the Preferred Stock, assuming (a) the taking
by the L-3 Holdings Board of all necessary corporate action
to authorize and approve the issuance of
SIMPSON THACHER & BARTLETT
L-3 Communications Holdings, Inc. 7 March 22, 2002
L-3 Communications Corporation
the Preferred Stock, (b) due filing of a Certificate of
Designations with the Secretary of State of the State of
Delaware and (c) due issuance and delivery of the Preferred
Stock, upon payment therefor in accordance with the
applicable definitive purchase, underwriting or similar
agreement approved by the L-3 Holdings Board, the Preferred
Stock will be validly issued, fully paid and nonassessable.
4. With respect to the L-3 Holdings Debt Securities, assuming
(a) the taking by the L-3 Holdings Board of all necessary
corporate action to approve the issuance and terms of any
L-3 Holdings Debt Securities, the terms of the offering
thereof and related matters and (b) the due execution,
authentication, issuance and delivery of such L-3 Holdings
Debt Securities, upon payment of the consideration therefor
provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the L-3
Holdings Board and otherwise in accordance with the
provisions of the L-3 Holdings Indenture and such agreement,
such L-3 Holdings Debt Securities will constitute valid and
legally binding obligations of L-3 Holdings enforceable
against L-3 Holdings in accordance with their terms.
5. With respect to the L-3 Communications Debt Securities,
assuming (a) the taking of all necessary corporate action to
approve the issuance and terms of any L-3 Communications
Debt Securities, the terms of the offering thereof and
related matters by the Board of Directors of L-3
Communications, a duly constituted and acting committee of
such Board of Directors or duly authorized officers of L-3
Communications (such Board of Directors, committee or
authorized officers being referred to herein as the "L-3
Communications Board") and (b) the due execution,
authentication, issuance and delivery of such L-3
Communications Debt Securities, upon payment of the
consideration therefor provided for in the applicable
definitive purchase, underwriting or similar agreement
approved by the L-3 Communications Board and otherwise in
accordance with the provisions of the L-3 Communications
Indenture and such agreement, such L-3 Communications Debt
Securities will constitute valid and legally binding
obligations of L-3 Communications enforceable against L-3
Communications in accordance with their terms.
6. With respect to the L-3 Holdings Debt Guarantee and the Debt
Guarantees (collectively, the "Guarantees"), assuming (a)
the taking of all necessary corporate action to approve the
issuance and terms of the Guarantees and related matters by
the L-3 Holdings Board and by the Board of Directors of each
Subsidiary Guarantor (or in the case of a Subsidiary
Guarantor that is a partnership, the Board of Directors of
the general partner), as applicable, a duly constituted and
acting committee of such Board of Directors of a Subsidiary
Guarantor or duly authorized officers of a Subsidiary
Guarantor (each such Board of Directors, committee or
authorized officers being referred to herein as a
"Subsidiary Guarantor Resolution"), (b) the due execution,
authentication,
SIMPSON THACHER & BARTLETT
L-3 Communications Holdings, Inc. 8 March 22, 2002
L-3 Communications Corporation
issuance and delivery of the Debt Securities underlying such
Guarantees, upon payment of the consideration therefor
provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the L-3
Holdings Board and such Subsidiary Guarantor Resolution, as
applicable, and otherwise in accordance with the provisions
of the applicable Indenture and such agreement and (c) the
due issuance of such Guarantees, such Guarantees will
constitute valid and legally binding obligations of L-3
Holdings and such Subsidiary Guarantors, as applicable,
enforceable against the L-3 Holdings and such Subsidiary
Guarantors, as applicable, in accordance with their terms.
7. With respect to the Purchase Contracts, assuming (a) the
taking of all necessary corporate action by the L-3 Holdings
Board to approve the execution and delivery of the Purchase
Contract Agreement and (b) the due execution, issuance and
delivery of the Purchase Contracts, upon payment of the
consideration for such Purchase Contracts provided for in
the applicable definitive purchase, underwriting or similar
agreement approved by the L-3 Holdings Board and otherwise
in accordance with the provisions of the applicable Purchase
Contract Agreement and such agreement, the Purchase
Contracts will constitute valid and legally binding
obligations of L-3 Holdings enforceable against L-3 Holdings
in accordance with their terms.
8. With respect to the Securities Warrants, assuming (a) the
taking of all necessary corporate action by the L-3 Holdings
Board to approve the execution and delivery of a related
Warrant Agreement and (b) the due execution,
countersignature, issuance and delivery of such Securities
Warrants, upon payment of the consideration for such
Securities Warrants provided for in the applicable
definitive purchase, underwriting or similar agreement
approved by the L-3 Holdings Board and otherwise in
accordance with the provisions of the applicable Warrant
Agreement and such agreement, such Securities Warrants will
constitute valid and legally binding obligations of the L-3
Holdings enforceable against L-3 Holdings in accordance with
their terms.
9. With respect to the Stock Purchase Units, assuming (a) in
the case of Stock Purchase Units consisting at least in part
of debt obligations of third parties, such debt obligations
at all relevant times constitute the valid and legally
binding obligations of the issuers thereof enforceable
against the issuers thereof in accordance with their terms,
(b) the taking of all necessary corporate action by the L-3
Holdings Board to authorize and approve (1) the issuance and
terms of the Stock Purchase Units, (2) the execution and
delivery of the Purchase Contract Agreement with respect to
the Purchase Contracts which are a component of the Stock
Purchase Units and (3) in the case of Stock Purchase Units
consisting at least in part of L-3 Holdings Debt Securities,
the issuance and terms of the L-3 Holdings Debt Securities
which are a component of the Stock Purchase Units, the terms
of the offering thereof and related matters and (c) the due
execution,
SIMPSON THACHER & BARTLETT
L-3 Communications Holdings, Inc. 9 March 22, 2002
L-3 Communications Corporation
authentication, in the case of such Debt Securities,
issuance and delivery of (1) the Stock Purchase Units, (2)
such Purchase Contracts and (3) in the case of Stock
Purchase Units consisting at least in part of L-3 Holdings
Debt Securities, such Debt Securities, in each case upon the
payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar
agreement approved by the L-3 Holdings Board and in
accordance with the provisions of the applicable Purchase
Contract Agreement, in the case of such Purchase Contracts,
and the applicable L-3 Holdings Indenture, in the case of
such L-3 Holdings Debt Securities, such Stock Purchase Units
will constitute valid and legally binding obligations of L-3
Holdings, enforceable against L-3 Holdings in accordance
with their terms.
Our opinions set forth in paragraphs 4 through 9 above are
subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law), and (iii) an implied covenant
of good faith and fair dealing.
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 law of the
State of New York, the Federal law of the United States and the Delaware General
Corporation Law (including the statutory provisions, all applicable provisions
of the Delaware Constitution and required judicial decisions interpreting the
foregoing).
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,
/s/ Simpon Thacher & Bartlett
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SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT
L-3 Communications Holdings, Inc. 10 March 22, 2002
L-3 Communications Corporation
SCHEDULE I
DELAWARE GUARANTORS
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HYGIENETICS ENVIRONMENTAL SERVICES, INC., a Delaware Corporation
L-3 COMMUNICATIONS ILEX SYSTEMS, INC., a Delaware Corporation
L-3 COMMUNICATIONS SPD TECHNOLOGIES INC., a Delaware Corporation
L-3 COMMUNICATIONS ESSCO, INC., a Delaware Corporation
SPD ELECTRICAL SYSTEMS, INC., a Delaware Corporation
SPD SWITCHGEAR, INC., a Delaware Corporation
PAC ORD INC., a Delaware Corporation
HENSCHEL INC., a Delaware Corporation
SPD HOLDINGS, INC., a Delaware Corporation
POWER PARAGON, INC., a Delaware Corporation
L-3 COMMUNICATIONS AYDIN CORPORATION, a Delaware Corporation
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., a Delaware Limited Partnership
L-3 COMMUNICATIONS AIS GP CORPORATION, a Delaware Corporation
L-3 COMMUNICATION INVESTMENTS INC., a Delaware Corporation
MPRI, INC., a Delaware Corporation
KDI PRECISION PRODUCTS INC., a Delaware Corporation
SIMPSON THACHER & BARTLETT
L-3 Communications Holdings, Inc. 11 March 22, 2002
L-3 Communications Corporation
SCHEDULE II
NON-DELAWARE GUARANTORS
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SOUTHERN CALIFORNIA MICROWAVE, INC., a California Corporation
L-3 COMMUNICATIONS STORM CONTROL SYSTEMS INC., a California Corporation
L-3 COMMUNICATIONS DBS MICROWAVE, INC., a California Corporation
MICRODYNE CORPORATION, a Maryland Corporation
ELECTRODYNAMICS, INC., an Arizona Corporation
INTERSTATE ELECTRONICS CORPORATION, a California Corporation
COLEMAN RESEARCH CORPORATION, a Florida Corporation
EER SYSTEMS, INC., a Virginia Corporation
L-3 COMMUNICATIONS ANALYTICS CORPORATION, a California Corporation
AMI INSTRUMENTS, INC., an Oklahoma Corporation
L-3 COMMUNICATIONS ATLANTIC SCIENCE AND TECHNOLOGY CORPORATION, a New Jersey
Corporation
MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED, a Maryland Corporation
APCOM, INC., a Maryland Corporation
CELEBRITY SYSTEMS INCORPORATED, a California Corporation
MICRODYNE OUTSOURCING INCORPORATED, a Maryland Corporation