EXHIBIT 5
[SIMPSON THACHER & BARTLETT LLP LETTERHEAD]
June 13, 2003
L-3 COMMUNICATIONS CORPORATION
600 Third Avenue, 34th Floor
New York, NY 10016
Ladies and Gentlemen:
We have acted as counsel to L-3 Communications Corporation, a Delaware
corporation (the "Company"), and to the Delaware subsidiaries of the Company
named on Schedule I attached hereto (each, a "Delaware Guarantor" and
collectively, the "Delaware Guarantors") and to the non-Delaware subsidiaries
of the Company named on Schedule II attached hereto (each, a "Non-Delaware
Guarantor" and collectively, the "Non-Delaware Guarantors," taken together with
the Delaware Guarantors, the "Guarantors"), 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 $400,000,000 aggregate principal amount of 6 1/8% Series B Senior
Subordinated Notes Due 2013 (the "Exchange Notes") and the issuance by the
Guarantors of guarantees (the "Guarantees"), with respect to the Exchange
Notes. The Exchange Notes and the Guarantees will be issued under an indenture
(the "Indenture") among the Company, the Guarantors and the Bank of New York,
as Trustee (the "Trustee") and a supplemental indenture among the Company, the
Guarantors and the Trustee. The Exchange Notes will be offered by the Company
in exchange for $400,000,000 aggregate principal amount of its outstanding
6 1/8% Senior Subordinated Notes due 2013.
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 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 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 due incorporation
of the Non-Delaware Guarantors, 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 (a) the Non-Delaware Guarantors have duly
authorized, executed and delivered the Indenture, (b) execution, delivery and
performance by the Non-Delaware Guarantors of the Indenture, the Exchange Notes
and the Guarantees do not and will not violate the laws of the states of
incorporation of the respective Non-Delaware Guarantors or any other applicable
laws (excepting the laws of the State of New York and the Federal laws of the
United States) and (c) each of the Non-Delaware Guarantors is validly existing
under the laws of their respective jurisdiction of organization.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. When the Exchange Notes have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Indenture
upon the exchange, the Exchange Notes will constitute valid and legally
binding obligations of the Company enforceable against the Company in
accordance with their terms.
2. When (a) the Exchange Notes have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Indenture
upon the exchange and (b) the
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Guarantees have been duly indorsed on the Exchange Notes, 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)
and (3) 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, the Delaware General Corporation
Law, the Delaware Limited Liability Company Act and the Delaware Revised
Uniform Limited Partnership Act.
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/ SIMPSON THACHER & BARTLETT LLP
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SIMPSON THACHER & BARTLETT LLP
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SCHEDULE I
DELAWARE GUARANTORS
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 AIS GP CORPORATION, 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 INVESTMENTS, INC., a Delaware Corporation
MPRI, INC., a Delaware Corporation
KDI PRECISION PRODUCTS, INC., a Delaware Corporation
BROADCAST SPORTS INC., a Delaware Corporation
GOODRICH AEROSPACE COMPONENT OVERHAUL & REPAIR, INC., a Delaware Corporation
GOODRICH AVIONICS SYSTEMS, INC., a Delaware Corporation
L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS
CORPORATION DELAWARE, a Delaware Corporation
SHIP ANALYTICS INTERNATIONAL, INC., a Delaware Corporation
WESCAM AIR OPS INC., a Delaware Corporation
WESCAM AIR OPS LLC, a Delaware Limited Liability Company
WESCAM HOLDINGS (US) INC., a Delaware Corporation
WESCAM LLC, a Delaware Limited Liability Company
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SCHEDULE II
NON-DELAWARE GUARANTORS
SOUTHERN CALIFORNIA MICROWAVE, INC., a California Corporation
L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC., a California Corporation
MICRODYNE CORPORATION, a Maryland Corporation
ELECTRODYNAMICS, INC., an Arizona Corporation
INTERSTATE ELECTRONICS CORPORATION, a California 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
CELERITY SYSTEMS INCORPORATED, a California Corporation
MICRODYNE OUTSOURCING INCORPORATED, a Maryland Corporation
GOODRICH FLIGHTSYSTEMS, INC., an Ohio Corporation
L-3 COMMUNICATIONS IMC CORPORATION, a Connecticut Corporation
L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS CORPORATION
CALIFORNIA, a California Corporation
L-3 COMMUNICATIONS TMA CORPORATION, a Virginia Corporation
L-3 COMMUNICATIONS WESTWOOD CORPORATION, a Nevada Corporation
MCTI ACQUISITION CORPORATION, a Maryland Corporation
SHIP ANALYTICS, INC., a Connecticut Corporation
SHIP ANALYTICS USA, INC., a Connecticut Corporation
SYCOLEMAN CORPORATION, a Florida Corporation
TELOS CORPORATION, a California Corporation
TROLL TECHNOLOGY CORPORATION, a California Corporation
WESCAM INCORPORATED, a Florida Corporation
WESCAM SONOMA INC., a California Corporation
WOLF COACH, INC., a Massachusetts Corporation
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