LETTERHEAD OF KANE KESSLER, P.C.
1350 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
February 19, 2004
Armor Holdings, Inc.
1400 Marsh Landing Parkway, Suite 112
Jacksonville, FL 32250
Re: Registration Statement on Form S-4 of Armor Holdings, Inc.
Ladies and Gentlemen:
We have acted as special counsel to Armor Holdings, Inc., a Delaware
corporation (the "Company"), and the Subsidiary Guarantors listed on Exhibit A
attached hereto (the "Subsidiary Guarantors"), in connection with the
preparation of the Registration Statement on Form S-4, File No. 333-111742 (the
"Registration Statement"), filed on January 7, 2004 on behalf of the Company and
the Subsidiary Guarantors with the Securities and Exchange Commission (the
"Commission") and Amendment No. 1 thereto filed on the date hereof (the
"Amendment") relating to the Company's offer to exchange $150 million aggregate
principal amount of its 8 1/4% Senior Subordinated Notes due 2013 (the "New
Notes"), which is being registered under the Securities Act of 1933, as amended
(the "Securities Act"), for its outstanding 8 1/4% Senior Subordinated Notes due
2013, which were issued to Wachovia Capital Markets, LLC in a private placement
(the "Old Notes"), all as more fully described in the Registration Statement and
the Amendment. The New Notes will be issued under the Indenture, dated as of
August 12, 2003, as supplemented by the First Supplemental Indenture dated as of
September 30, as further supplemented by the Second Supplemental Indenture dated
as of December 9, and as further supplemented by the Third Supplemental
Indenture dated as of December 24, 2003 (collectively, the "Indenture"), among
the Company, the Subsidiary Guarantors and Wachovia Bank, National Association,
as trustee (the "Trustee"). The Old Notes were issued under the Indenture.
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the prospectus (the "Prospectus") contained in the
Registration Statement as amended by the Amendment. The guarantees by the
Subsidiary Guarantors with respect to the
New Notes are collectively referred to herein as the "Guarantees."
In connection with this opinion letter, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, in the form filed with the
Commission on January 7, 2004, and the Amendment, in the form to be filed with
the Commission on the date hereof; (ii) the certificate of incorporation, the
certificate of limited partnership or the certificate of formation, as the case
may be, as currently in effect, of the Company and each of the Subsidiary
Guarantors; (iii) the By-laws, operating agreements or the agreement of limited
partnership, as the case may be, as currently in effect, of the Company and each
of the Subsidiary Guarantors; (iv) the Indenture; (v) the forms of the Old Notes
and the New Notes; (vi) resolutions of the Board of Directors of the Company and
the Board of Directors, the managing members or the partners, as the case may
be, of each of the Subsidiary Guarantors relating to, among other things, the
issuance and exchange of the New Notes for the Old Notes and the filing of the
Registration Statement and the Amendment; and (vii) records of certain of the
Company's and Subsidiary Guarantors' corporate proceedings as reflected in their
respective minute books and other records and documents that we have deemed
necessary for purposes of this opinion. We also have examined and relied upon
such other documents, corporate records, certificates, instruments and other
information, as we have deemed necessary or appropriate as a basis for the
opinions set forth below. We have also assumed that, with respect to any court
of a jurisdiction other than New York that may rule on an issue, the choice of
New York law as the proper law to govern the New Notes and the Indenture will
be, where applicable, given effect by the courts of any jurisdiction other than
New York, and applied by such courts in proceedings relating to the New Notes
and the Indenture.
In our examination, we have assumed the legal capacity of all natural
persons, 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 certified or photostatic copies, the authenticity
of the originals of such latter documents, and the financial condition of the
Subsidiary Guarantors at all relevant times will be such as will permit the
authorization, execution and performance of the Guarantees under applicable law.
As to certain facts material to this opinion, we have relied without independent
verification upon oral or written statements and representations of officers and
other representatives of the Company and the Subsidiary Guarantors, public
officials and others.
Based upon and subject to the foregoing and the statements contained
herein, we are of the opinion that:
1. The issuance and exchange of the New Notes for the Old Notes have
been duly authorized by requisite corporate action on the part of
the Company.
2. When (i) the Registration Statement, as finally amended (including
all necessary post-effective amendments), shall have become
effective under the Securities Act, (ii) the New Notes are duly
executed and authenticated in accordance with the
provisions of the Indenture, and (iii) the New Notes shall have
been issued and delivered in exchange for the Old Notes pursuant
to the terms set forth in the Prospectus, the New Notes and the
Guarantees will be the valid and binding obligation of the Company
and the Subsidiary Guarantors, as the case may be, entitled to the
benefits of the Indenture and enforceable against the Company and
the Subsidiary Guarantors, as the case may be, in accordance with
their terms, except to the extent that the enforceability thereof
may be limited by (w) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally;
(x) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to general principles of
equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); (y) provisions of the New Notes
and the Guarantees may be unenforceable where (i) the breach of
such provisions imposes restrictions or burdens upon the Company
and/or the Subsidiary Guarantors, and it cannot be demonstrated
that the enforcement of such restrictions or burdens is reasonably
necessary for the protection of the holders of the New Notes (the
"Noteholders"), (ii) the Noteholders' enforcement of such
provisions under the circumstances would violate the Noteholders'
implied covenant of good faith and fair dealing, (iii) the breach
of such provision is not a material breach of a material covenant
or provision, or (iv) enforcement thereof would violate public
policy; and (z) the effect of statutes and rules of law which
cannot be waived prospectively by the Company and/or the
Subsidiary Guarantors.
We hereby consent to the use of this opinion as an exhibit to the
Amendment and to the reference to us under the heading "Legal Matters" in the
Prospectus which forms a part thereof. In giving this consent, we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission promulgated
thereunder.
We are qualified to practice law in the State of New York and do not
purport to be experts on, or to express any opinion herein concerning any law,
other than the laws of the State of New York and the General Corporation Law of
the State of Delaware. In rendering the opinions expressed herein, we have
relied on matters relating to (i) Texas law on the opinion of the Law Office of
Adrienne Bond, Esq., subject to the assumptions and qualifications contained
therein, a copy of which is attached hereto as Exhibit B, with respect to
B-Square, Inc., a Texas corporation; (ii) New Hampshire law on the opinion of
Sheehan Phinney Bass & Green, P.A., subject to the assumptions and
qualifications contained therein, a copy of which is attached hereto as Exhibit
C, with respect to Casco International, Inc., a New Hampshire corporation,
Monadnock Lifetime Products, Inc., a New Hampshire corporation, and Monadnock
Police Training Council, Inc., a New Hampshire corporation; (iii) California law
on the opinion of Inglis, Ledbetter & Gower LLP, subject to the assumptions and
qualifications contained therein, a copy of which is attached hereto as Exhibit
D, with respect to NAP Properties, Ltd., a California limited partnership, NAP
Property Managers, LLC, a California limited liability
company, Safari Land Ltd., Inc., a California corporation, Safariland Government
Sales, Inc., a California corporation, and Hatch Imports, Inc., a California
corporation; (iv) Massachusetts law on the opinion of Lawson & Weitzen LLP,
subject to the assumptions and qualifications contained therein, a copy of which
is attached hereto as Exhibit E, with respect to Pro-Tech Armored Products of
Massachusetts, Inc., a Massachusetts corporation; (v) Ohio law on the opinion of
Porter Wright Morris & Arthur LLP, subject to the assumptions and qualifications
contained therein, a copy of which is attached hereto as Exhibit F, with respect
to The O'Gara Company, an Ohio corporation; and (vi) Arizona law on the opinion
of Snell & Wilmer L.L.P., subject to the assumptions and qualifications
contained therein, a copy of which is attached hereto as Exhibit G, with respect
to Simula, Inc., an Arizona corporation, Simula Aerospace & Defense Group, Inc.,
an Arizona corporation, International Center for Safety Education, Inc., an
Arizona corporation, Simula Polymers Systems, Inc., an Arizona corporation,
Simula Technologies, Inc., an Arizona corporation, AI Capital Corp., an Arizona
corporation, Simula Transportation Equipment Corporation, an Arizona
corporation, CCEC Capital Corp., an Arizona corporation, SAI Capital Corp., an
Arizona corporation, and ASD Capital Corp., an Arizona corporation. We express
no opinion as to the application of the securities or blue sky laws of the
various states to the issuance or exchange of the New Notes.
This opinion letter is limited to the specific legal maters expressly
set forth herein, and no opinion is expressed or implied with respect to any
matter not expressly stated herein. This letter speaks only as of the date
hereof and is limited to present statutes, regulations and administrative and
judicial interpretations. We undertake no responsibility to update or supplement
this letter after the date hereof.
Very truly yours,
KANE KESSLER, P.C.
By: /s/ Jeffrey S. Tullman
----------------------
Jeffrey S. Tullman
Partner
EXHIBIT A
- --------------------------------------------------------------------------------
STATE OF INCORPORATION
OR ORGANIZATION
NAME
- --------------------------------------------------------------------------------
911EP, Inc. Delaware
- --------------------------------------------------------------------------------
AHI Bulletproof Acquisition Corp. Delaware
- --------------------------------------------------------------------------------
AHI Properties I, Inc. Delaware
- --------------------------------------------------------------------------------
AI Capital Corp. Arizona
- --------------------------------------------------------------------------------
Armor Brands, Inc. Delaware
- --------------------------------------------------------------------------------
ArmorGroup Services, LLC Delaware
- --------------------------------------------------------------------------------
Armor Holdings Forensics, Inc. Delaware
- --------------------------------------------------------------------------------
Armor Holdings GP, LLC Delaware
- --------------------------------------------------------------------------------
Armor Holdings LP, LLC Delaware
- --------------------------------------------------------------------------------
Armor Holdings Mobile Security, L.L.C. Delaware
- --------------------------------------------------------------------------------
Armor Holdings Payroll Services, LLC Delaware
- --------------------------------------------------------------------------------
Armor Holdings Products, Inc. Delaware
- --------------------------------------------------------------------------------
Armor Holdings Properties, Inc. Delaware
- --------------------------------------------------------------------------------
Armor Safety Products Company Delaware
- --------------------------------------------------------------------------------
ASD Capital Corp. Arizona
- --------------------------------------------------------------------------------
B-Square, Inc. Texas
- --------------------------------------------------------------------------------
Break-Free Armor Corp. Delaware
- --------------------------------------------------------------------------------
Break-Free, Inc. Delaware
- --------------------------------------------------------------------------------
Casco International, Inc. New Hampshire
- --------------------------------------------------------------------------------
CCEC Capital Corp. Arizona
- --------------------------------------------------------------------------------
CDR International, Inc. Delaware
- --------------------------------------------------------------------------------
Defense Technology Corporation of America Delaware
- --------------------------------------------------------------------------------
Hatch Imports, Inc. California
- --------------------------------------------------------------------------------
Identicator, Inc. Delaware
- --------------------------------------------------------------------------------
International Center for Safety Education, Inc. Arizona
- --------------------------------------------------------------------------------
Monadnock Lifetime Products, Inc. Delaware
- --------------------------------------------------------------------------------
Monadnock Lifetime Products, Inc. New Hampshire
- --------------------------------------------------------------------------------
Monadnock Police Training Council, Inc. New Hampshire
- --------------------------------------------------------------------------------
NAP Properties, Ltd. California
- --------------------------------------------------------------------------------
NAP Property Managers, LLC California
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
STATE OF INCORPORATION
OR ORGANIZATION
NAME
- --------------------------------------------------------------------------------
Network Audit Systems, Inc. Delaware
- --------------------------------------------------------------------------------
New Technologies Armor, Inc. Delaware
- --------------------------------------------------------------------------------
O'Gara-Hess & Eisenhardt Armoring Company, L.L.C. Delaware
- --------------------------------------------------------------------------------
Pro-Tech Armored Products of Massachusetts, Inc. Massachusetts
- --------------------------------------------------------------------------------
Ramtech Development Corp. Delaware
- --------------------------------------------------------------------------------
Safari Land Ltd., Inc. California
- --------------------------------------------------------------------------------
Safariland Government Sales, Inc. California
- --------------------------------------------------------------------------------
SAI Capital Corp. Arizona
- --------------------------------------------------------------------------------
Simula Aerospace & Defense Group, Inc. Arizona
- --------------------------------------------------------------------------------
Simula, Inc. Arizona
- --------------------------------------------------------------------------------
Simula Polymers Systems, Inc. Arizona
- --------------------------------------------------------------------------------
Simula Technologies, Inc. Arizona
- --------------------------------------------------------------------------------
Simula Transportation Equipment Corporation Arizona
- --------------------------------------------------------------------------------
Speedfeed Acquisition Corp. Delaware
- --------------------------------------------------------------------------------
The O'Gara Company Ohio
- --------------------------------------------------------------------------------
EXHIBIT B
LETTERHEAD OF LAW OFFICE OF ADRIENNE RANDLE BOND, ESQ.
2014 BISSONNET
HOUSTON, TEXAS 77005
February 19, 2004
Armor Holdings, Inc.
1400 Marsh Landing Parkway, Suite 112
Jacksonville, Florida 32250
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
Re: Registration Statement on Form S-4 of Armor Holdings, Inc.
Ladies and Gentlemen:
I have acted as special counsel to Armor Holdings, Inc., a Delaware
corporation (the "Company"), and B-Square, Inc., a Texas corporation (the
"Subsidiary Guarantor"), in connection with the preparation of the Registration
Statement on Form S-4, File No. 333-111742 (the "Registration Statement"), filed
on January 7, 2004 and Amendment No.1 thereto filed on the date hereof (the
"Amendment") on behalf of the Company, the Subsidiary Guarantor and certain
other subsidiaries of the Company as set forth in the Registration Statement and
the Amendment (the "Subsidiaries") with the Securities and Exchange Commission
(the "Commission") relating to the Company's offer to exchange $150 million
aggregate principal amount of its 8 1/4% Senior Subordinated Notes due 2013 (the
"New Notes"), which is being registered under the Securities Act of 1933, as
amended (the "Securities Act"), for its outstanding 8 1/4% Senior Subordinated
Notes due 2013 (the "Old Notes"), which were issued in a private placement
pursuant to Rule 144A and Regulation S under the Securities Act, all as more
fully described in the Registration Statement and the Amendment. The New Notes
will be issued under the Indenture, dated as of August 12, 2003, as supplemented
by the First Supplemental Indenture dated as of September 30, 2003, as further
supplemented by the Second Supplemental Indenture dated as of December 9, 2003,
and as further supplemented by the Third Supplemental Indenture dated as of
December 24, 2003 (collectively, the "Indenture"), among the Company, the
Subsidiary Guarantor, the Subsidiaries and Wachovia Bank, National Association,
as trustee (the "Trustee"). The Old Notes were issued under the Indenture on
August 12, 2003. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the prospectus (the "Prospectus")
contained in the Registration Statement. B-Square, Inc., is referred to as the
"Subsidiary Guarantor," and the guarantee by the Subsidiary Guarantor with
respect to the
New Notes is referred to as the "Guarantee."
In connection with this opinion letter, I have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of (i) the Registration Statement in the form filed with the
Commission on January 7, 2004 and the Amendment in the form to be filed with the
Commission on the date hereof, (ii) the articles of incorporation currently in
effect of the Subsidiary Guarantor; (iii) the Bylaws currently in effect of the
Subsidiary Guarantor; (iv) the Indenture; (v) the form of the Old Notes and the
New Notes; and (vi) resolutions of the Board of Directors of the Subsidiary
Guarantor relating to, among other things, the issuance and exchange of the New
Notes for the Old Notes and the filing of the Registration Statement and the
Amendment; and (vii) records of certain of the Subsidiary Guarantor's corporate
proceedings as reflected in its minute book. I also have examined and relied
upon certificates of public officials, and a certificate of an officer of the
Subsidiary Guarantor as I have deemed necessary or appropriate as a basis for
the opinions set forth below.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, the authenticity
of the originals of such latter documents, and the financial condition of the
Subsidiary Guarantor at all relevant times will be such as will permit the
authorization, execution and performance of the Guarantee under applicable law.
I have also assumed that the Registration Statement, the Amendment, the
Indenture, the New Notes and the Guarantee (the "Documents") have been duly
authorized, executed and delivered by each party other than the Subsidiary
Guarantor and that the Documents are valid, binding and enforceable against each
party that is not the Subsidiary Guarantor. I also assume that all parties to
the documents will act in accordance with applicable standards of commercial
reasonableness and good faith and fair dealing and that there has not been
mutual mistake of fact, fraud, duress or undue influence. As to certain facts
material to this opinion, I have relied, without independent verification, upon
written statements and representations of an officer of the Subsidiary Guarantor
and public officials.
Based upon and subject to the foregoing and the statements contained
herein, I am of the opinion that:
1. The Subsidiary Guarantor is a corporation duly incorporated,
validly existing and in good standing under the laws of the
State of Texas.
2. The Subsidiary Guarantor has all requisite corporate power
and corporate authority under the laws of the State of Texas
to own and operate its properties and carry on its business
as now conducted and to perform its obligations under the
Guarantee.
3. The execution and delivery of the Guarantee by the Subsidiary
Guarantor and the performance of its obligations under the
Guarantee have been duly authorized by all requisite
corporate action on the part of the Subsidiary Guarantor.
4. The Guarantee is a valid and binding obligation of the
Subsidiary Guarantor entitled to the benefits of the
Indenture.
The opinions as to the enforceability of the Guarantee is subject to
(i) principles of equity, (ii) the availability of certain equitable remedies,
(iii) bankruptcy, insolvency, moratorium and other laws applicable to creditors'
rights or the collection of debtors' obligations generally, and (iv) fraudulent
conveyance laws. This opinion expressly excludes any opinions with respect to
the laws of usury in the State of Texas. With respect to my opinions, I have not
undertaken any special examination of the files of the Subsidiary Guarantor,
other than a review of the Documents and the corporate records of the Subsidiary
Guarantor described above. I have, as to matters of fact and with respect to any
documents or records other than those listed immediately above, relied upon the
representations and warranties of an officer of the Subsidiary Guarantor
delivered in connection with the delivery of this opinion.
I express no opinion as to the availability or enforceability of the
following provisions and remedies: (i) equitable remedies, including specific
performance and the appointment of a receiver; (ii) self-help remedies; (iii)
provisions relating to waivers by the Subsidiary Guarantor or precluding the
Subsidiary Guarantor from asserting certain claims or defenses or from obtaining
certain rights and remedies; (iv) provisions relating to subrogation rights,
severability, delay or omission of enforcement of rights or remedies,
indemnification, to the extent that such indemnification would be against public
policy or such indemnification provisions purport to indemnify any persons
against violations of securities laws or their own gross negligence or willful
misconduct; (v) provisions purporting to establish evidentiary standards for
suits or proceedings to enforce the Guarantee; (vi) provisions limiting the
ability of the parties to modify the Guarantee and the underlying documents,
except by written agreement; (vii) rights of setoff against funds in favor of
persons who do not have possession of such funds or are not the owners and
holders of the obligations against which the offset is made; and (viii) any
provision in the Guarantee purporting to preserve the remedies available to a
party as nonexclusive or distinct, separate and cumulative. Enforcement of
obligations under the Guarantee may also be limited by constitutional
limitations of notice and due process requirements under the United States
Constitution and any other laws limiting the rights of creditors to repossess,
foreclose or otherwise realize upon the property of a debtor without appropriate
notice or hearing. This opinion is limited to the enforceability of the
Guarantee on the date hereof and does not apply to any other documents or
instruments executed by the Subsidiary Guarantor after the date hereof in
connection with the Documents or the transactions funded by the Documents.
I am qualified to practice law in the State of Texas, and do not
purport to be an expert on, or to express any opinion herein concerning any law,
other than the laws of the State of Texas and the Texas Business Corporation
Act.
This opinion letter is limited to the specific legal matters expressly
set forth herein and solely with respect to the Subsidiary Guarantor, and no
opinion is expressed or implied with respect to any
matter not expressly stated herein. This letter speaks only as of the date
hereof and is limited to present statutes, regulations and administrative and
judicial interpretations, and I have no duty to update these opinions. I consent
to the inclusion of this opinion as an exhibit to the Kane Kessler, P.C. opinion
filed as an exhibit to the Amendment.
Very truly yours,
/s/ Adrienne Randle Bond
-----------------------------
Adrienne Randle Bond
EXHIBIT C
LETTERHEAD OF SHEEHAN PHINNEY BASS + GREEN, P.A.
1000 ELM STREET, P.O. BOX 3701
MANCHESTER, NEW HAMPSHIRE 03101-3701
February 19, 2004
Armor Holdings, Inc.
1400 Marsh Landing Parkway
Suite 112
Jacksonville, Florida 32250
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
Re: Registration Statement on Form S-4 of Armor Holdings, Inc.
Ladies and Gentlemen:
We have acted as special New Hampshire counsel to the NH Subsidiary
Guarantors (as defined below) for the limited purpose of rendering the legal
opinions set forth herein in connection with the preparation of the Registration
Statement on Form S-4, File No. 333-111742 filed on January 7, 2004, as amended
by Amendment No. 1 thereto filed on the date hereof (the "Amendment" and, as so
amended, the "Registration Statement"), on behalf of Armor Holdings, Inc., a
Delaware corporation (the "Company"), and the Subsidiary Guarantors (as that
term is defined in the Registration Statement), including the NH Subsidiary
Guarantors, with the Securities and Exchange Commission (the "Commission")
relating to the Company's offer to exchange $150 million aggregate principal
amount of its 8 1/4% Senior Subordinated Notes due 2013 (the "New Notes"), which
are being registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like amount of its outstanding 8 1/4% Senior
Subordinated Notes due 2013, which were issued in a private placement pursuant
to Rule 144A and Regulation S under the Securities Act (the "Old Notes"), all as
more fully described in the Registration Statement. The New Notes will be issued
under the Indenture, dated as of August 12, 2003, as supplemented by the First
Supplemental Indenture dated as of September 30, 2003, the Second Supplemental
Indenture dated as of December 9, 2003, and the Third Supplemental Indenture
dated as of December 24, 2003 (collectively, the "Indenture"), among the
Company, the Subsidiary Guarantors and Wachovia Bank, National Association, as
trustee (the "Trustee"), and as contemplated by the Registration Rights
Agreement dated as of August 12, 2003 among the
Company, the Subsidiary Guarantors, and Wachovia Capital Markets, LLC (the
"Registration Rights Agreement"). The Old Notes were issued under the Indenture
on August 12, 2003. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Indenture. Casco
International, Inc., Monadnock Lifetime Products, Inc., and Monadnock Police
Training Council, Inc., each of which is a New Hampshire corporation, are
collectively referred to herein as the "NH Subsidiary Guarantors" and
individually as a "NH Subsidiary Guarantor," and the guarantees provided for in
the Indenture by the NH Subsidiary Guarantors are collectively referred to as
the "Guarantees."
In connection with this opinion letter, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement in the form filed with the
Commission on January 7, 2004 and the Amendment in the form to be filed with the
Commission as of the date hereof; (ii) the articles of incorporation and/or
records of organization, as the case may be, as currently in effect, of each of
the NH Subsidiary Guarantors; (iii) the By-laws, as currently in effect, of each
of the NH Subsidiary Guarantors; (iv) the Indenture; (v) the Registration Rights
Agreement; (vi) the form of the Old Notes and the proposed form of the New
Notes; (vii) resolutions of the Board of Directors of each of the NH Subsidiary
Guarantors relating to, among other things, the issuance and exchange of the New
Notes for the Old Notes and the filing of the Registration Statement; and (viii)
other records of the NH Subsidiary Guarantors' corporate proceedings and such
other records and documents that we have deemed necessary for purposes of this
opinion. We also have examined and relied, without independent verification,
upon such other documents, corporate records, certificates, instruments and
other information as to certain factual matters material to this opinion as we
have deemed necessary or appropriate as a basis for the opinions set forth
below.
In our examination, we have assumed the legal capacity of all natural
persons; 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 certified or photostatic copies or submitted to the
Commission in connection with reporting requirements; the authenticity of the
originals of such latter documents; that the financial condition of the NH
Subsidiary Guarantors at all relevant times was, and will be, such as to permit
the authorization, execution and performance of the Guarantees under applicable
law; the due authorization of the Indenture, the Registration Rights Agreement,
the Old Notes and the New Notes (collectively the "Documents") by all parties
thereto other than the NH Subsidiary Guarantors; the due execution and delivery
of the Documents by all parties thereto, including the NH Subsidiary Guarantors;
the enforceability of each of the Documents in accordance with their respective
terms as against all parties thereto, including the NH Subsidiary Guarantors;
that the execution, delivery and performance of the Documents by the parties
thereto do not and will not violate or breach any other agreement, instrument or
document of such party or, except to the extent of the specific opinions
rendered herein with respect to the NH Subsidiary Guarantors, violate or
conflict with any law, rule or regulation applicable to such party; and that the
Old Notes and the New Notes conform to the forms thereof provided to us. As to
certain facts material to this opinion, we have relied without independent
verification upon oral or written statements and representations of
officers and other representatives of the NH Subsidiary Guarantors, public
officials and others.
Based upon and subject to the foregoing and the statements contained
herein, and having due regard for such legal considerations as we deem relevant,
we are of the opinion that:
1. Each of the NH Subsidiary Guarantors is a corporation validly
existing and in good standing under the law of the State of New Hampshire.
2. Each of the NH Subsidiary Guarantors has all requisite corporate
power and corporate authority under the New Hampshire Business Corporation Act
(NH RSA 293-A:1.01 et. seq.) to own and operate its properties, to carry on its
business as now conducted and to perform its obligations under the Guarantees.
3. The execution and delivery of the Indenture by each of the NH
Subsidiary Guarantors and the performance of each NH Subsidiary Guarantor's
obligations under the Guarantees have been duly authorized by all requisite
corporate action on the part of each NH Subsidiary Guarantor.
4. When the Commission declares the Registration Statement effective
and the New Notes have been duly executed, authenticated, issued and delivered
in accordance with the terms of the Indenture and the Registration Rights
Agreement against exchange for the Old Notes pursuant to the terms set forth in
the Registration Statement, the New Notes will be entitled to the benefit of the
Guarantees as provided in the Indenture.
We are qualified to practice law in the State of New Hampshire and do
not purport to be experts on, or to express any opinion herein concerning any
law other than, the laws of the State of New Hampshire, including the New
Hampshire Business Corporation Act.
This opinion letter is limited to the specific legal matters expressly
set forth herein, and no opinion is expressed or implied with respect to any
matter not expressly stated herein. This letter speaks only as to the facts as
they presently exist as of the date hereof and is limited to present statutes,
regulations and administrative and judicial interpretations.
This opinion is rendered solely for your benefit and for the benefit of
those persons participating in the Exchange Offer. We consent to the inclusion
of this opinion as an exhibit to the Kane Kessler, P.C. opinion filed as an
exhibit to the Registration Statement. Except as stated above, without our prior
written consent, this opinion may not be furnished or quoted to, or relied upon
by, any other person or entity or for any other purpose.
Very truly yours,
SHEEHAN PHINNEY BASS + GREEN, P.A.
/s/ Sheehan Phinney Bass + Green, P.A.
EXHIBIT D
LETTERHEAD OF INGLIS, LEDBETTER & GOWER LLP
888 WEST SIXTH STREET, 8TH FLOOR
LOS ANGELES, CALIFORNIA 90017
February 19, 2004
Armor Holdings, Inc.
1400 Marsh Landing Parkway, Suite 112
Jacksonville, Florida 32250
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
Re: Registration Statement on Form S-4 of Armor Holdings, Inc.
Ladies and Gentlemen:
We have acted as special counsel to Armor Holdings, Inc., a Delaware
corporation (the "Company"), and the Subsidiary Guarantors (as defined below) in
connection with preparation of the Registration Statement on Form S-4, File No.
333-111742 (the "Registration Statement"), filed on January 7, 2004, on behalf
of the Company, the Subsidiary Guarantors and the other subsidiary guarantors of
the Company listed in the Registration Statement (the "Additional Subsidiary
Guarantors") with the Securities and Exchange Commission (the "Commission") and
Amendment No. 1 thereto filed on the date hereof (the "Amendment") relating to
the Company's offer to exchange $150 million aggregate principal amount of its
8 1/4% Senior Subordinated Notes due 2013 (the "New Notes"), which is being
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for its outstanding 8 1/4% Senior Subordinated Notes due 2013, which were issued
in a private placement pursuant to Rule 144A and Regulation S under the
Securities Act, (the "Old Notes"), all as more fully described in the
Registration Statement and the Amendment. The New Notes will be issued under the
Indenture, dated as of August 12, 2003, as supplemented by the First
Supplemental Indenture dated as of September 30, 2003, as further supplemented
by the Second Supplemental Indenture dated as of December 9, 2003, and as
further supplemented by the Third Supplemental Indenture dated as of December
24, 2003, (collectively, the "Indenture"), among the Company, the Subsidiary
Guarantors, the Additional Subsidiary Guarantors and Wachovia Bank, National
Association, as trustee (the "Trustee"). The Old Notes were issued under the
Indenture on
August 12, 2003. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the prospectus (the "Prospectus")
contained in the Registration Statement. NAP Properties, Ltd., a California
Limited Partnership, NAP Property Managers, LLC, a California Limited Liability
Company, Safari Land Ltd., Inc., a California corporation, Safariland Government
Sales, Inc., a California corporation, and Hatch Imports, Inc., a California
corporation, are collectively referred to as the "Subsidiary Guarantors," and
the guarantees by the Subsidiary Guarantors with respect to the New Notes are
collectively referred to as the "Guarantees."
In connection with this opinion letter, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement in the form filed on January 7,
2004, with the Commission and the Amendment in the form to be filed with the
Commission as of the date hereof; (ii) the certificate of incorporation, the
certificate of limited partnership or the certificate of formation, as the case
may be, as currently in effect, of each of the Subsidiary Guarantors; (iii) the
By-laws, operating agreements or the agreement of limited partnership, as the
case may be, as currently in effect, of each of the Subsidiary Guarantors; (iv)
the Indenture; (v) the form of the Old Notes and the New Notes; (vi) resolutions
of the Board of Directors, the managing members or the partners, as the case may
be, of each of the Subsidiary Guarantors relating to, among other things, the
issuance and exchange of the New Notes for the Old Notes and the filing of the
Registration Statement and the Amendment; and (vii) records of certain of the
Subsidiary Guarantors' corporate proceedings as reflected in their respective
minute books and other records and documents that we have deemed necessary for
purposes of this opinion. We also have examined and relied upon such other
documents, corporate records, certificates, instruments and other information,
as we have deemed necessary or appropriate as a basis for the opinions set forth
below.
In our examination, we have assumed the legal capacity of all natural
persons, 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 certified or photostatic copies, the authenticity
of the originals of such latter documents, and the financial condition of the
Subsidiary Guarantors at all relevant times will be such as will permit the
authorization, execution and performance for the Guarantees under applicable
law. As to certain facts material to this opinion, we have relied without
independent verification upon oral or written statements and representations of
officers and other representatives of the Subsidiary Guarantors, public
officials and others.
We have not examined the financial books and records of the Subsidiary
Guarantors nor made any independent investigation to determine the existence of
facts, except as described herein. As to questions of fact material to this
opinion, we have relied, upon the representations of the Company and the
Subsidiary Guarantors. Except as stated above, we have not undertaken any
independent investigation to determine the existence or absence of such facts,
and no inference as to our actual knowledge of the existence or absence of such
facts should be drawn from this letter or our representation of the Subsidiary
Guarantors. Further, you are not to infer that we have independently verified
the accuracy of any representations or warranties of the Subsidiary Guarantors
to you or any information contained in any Certificate of Officer or Director,
of the Subsidiary
Guarantors or the compliance by the Subsidiary Guarantors with any covenant
existing in any document.
Based upon and subject to the foregoing and subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion that:
1. Each of the Subsidiary Guarantors is validly existing and in good
standing under the law of the State of California.
2. Each of the Subsidiary Guarantors has all requisite power and
authority under California law to own and operate its properties
and carry on its business as now conducted and to perform its
obligations under the Guarantees.
3. The execution and delivery of the Guarantees by each of the
Subsidiary Guarantors and the performance of each of the
Subsidiary Guarantors' obligations under the Guarantees have been
duly authorized by all requisite action on the part of each of the
Subsidiary Guarantors.
4. The Guarantees will be the valid and binding obligations of the
Subsidiary Guarantors entitled to the benefits of the Indenture.
We are qualified to practice law in the State of California and do not
purport to be experts on, or to express any opinion herein concerning any law,
other than the laws of the State of California and the General Corporation Law
of the State of California.
This opinion letter is limited to the specific legal matters expressly
set forth herein, and no opinion is expressed or implied with respect to any
matter not expressly stated herein. This letter speaks only as of the date
hereof and is limited to present statutes, regulations and administrative and
judicial interpretations. We consent to the inclusion of this opinion as an
exhibit to the Kane Kessler, P.C. opinion filed as an exhibit to the Amendment.
Very truly yours,
/s/ Richard G. Ritchie
Richard G. Ritchie
Inglis, Ledbetter & Gower LLP
RGR:yj
EXHIBIT E
LETTERHEAD OF LAWSON & WEITZEN LLP
88 BLACK FALCON AVENUE, SUITE 345
BOSTON, MASSACHUSETTS 02210
February 19, 2004
Armor Holdings, Inc.
1400 Marsh Landing Parkway
Suite 112
Jacksonville, Florida 32250
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
Re: Registration Statement on Form S-4 of Armor Holdings, Inc.
Ladies and Gentlemen:
We have acted as special counsel to Armor Holdings, Inc., a Delaware
corporation (the "Company"), and Pro-Tech Armored Products of Massachusetts,
Inc. ("Pro-Tech"), one of the Subsidiary Guarantors listed on Exhibit A hereto
(the "Subsidiary Guarantors") in connection with the preparation of the
Registration Statement on Form S-4, File No. 333-111742 (the "Registration
Statement"), filed on January 7, 2004 on behalf of the Company and the
Subsidiary Guarantors with the Securities and Exchange Commission (the
"Commission") and Amendment No. 1 thereto filed on the date hereof (the
"Amendment") relating to the Company's offer to exchange $150 million aggregate
principal amount of its 8 1/4% Senior Subordinated Notes due 2013 (the "New
Notes"), which is being registered under the Securities Act of 1933, as amended
(the "Securities Act"), for its outstanding 8 1/4% Senior Subordinated Notes due
2013, which were issued in a private placement pursuant to Rule 144A and
Regulation S under the Securities Act (the "Old Notes"), all as more fully
described in the Registration Statement and the Amendment. The New Notes will be
issued under the Indenture, dated as of August 12, 2003, as supplemented by the
First Supplemental Indenture dated as of September 30, 2003, as further
supplemented by the Second Supplemental Indenture dated as of December 9, 2003,
and as
February 19, 2004
Page 2
further supplemented by the Third Supplemental Indenture dated as of December
24, 2003 (collectively, the "Indenture"), among the Company, the Subsidiary
Guarantors and Wachovia Bank, National Association, as trustee (the "Trustee").
The Old Notes were issued under the Indenture on August 12, 2003. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the prospectus (the "Prospectus") contained in the Registration
Statement. The guarantee by Pro-Tech with respect to the New Notes is referred
to as the "Guarantee."
In delivering this opinion letter, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
and relied upon (i) the Registration Statement in the form filed with the
Commission on January 7, 2004 and the Amendment in the form to be filed with the
Commission as of the date hereof; (ii) the Articles of Organization, as
currently in effect, of Pro-Tech; (iii) the By-laws, as currently in effect, of
Pro-Tech; (iv) the Indenture; (v) the form of the Old Notes and the New Notes;
(vi) Written Consent of the Board of Directors of Pro-Tech dated August 5, 2003
relating to, among other things, the issuance and exchange of the New Notes for
the Old Notes and the filing of the Registration Statement and the Amendment;
(vii) Certificates of Legal Existence and Good Standing of Pro-Tech dated
January 16, 2004 issued by the Secretary of the Commonwealth of Massachusetts
(the "Massachusetts Certificates"); and (vii) certain representations made to us
by Pro-Tech. We also have examined and relied upon such other documents,
corporate records, certificates, instruments and other information, as we have
deemed necessary or appropriate as a basis for the opinions set forth below.
In our examination of such materials, we have assumed the legal
capacity of all natural persons, 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 certified or photostatic
copies, the authenticity of the originals of such latter documents, and the
financial condition of Pro-Tech at all relevant times will be such as will
permit the authorization, execution and performance of the Guarantee under
applicable law. As to certain facts material to this opinion, we have relied
without independent verification upon oral or written statements and
representations of officers and other representatives of Pro-Tech, public
officials and others. In addition, we have also assumed that the transaction
related to the exchange and issuance of the New Notes will be consummated in
accordance with the terms of the documents and forms of documents described
herein.
Our opinion set forth below is further qualified to the extent that:
1. We have not made any independent review of the laws of any
jurisdiction other than the laws of the United States of America and the
Commonwealth of Massachusetts. Accordingly, except as set forth below, we
express no opinion herein as to the effect of the law
February 19, 2004
Page 3
of any state or jurisdiction other than the law of the United States of America
and the Commonwealth of Massachusetts as applied by the courts of the
Commonwealth of Massachusetts (without giving effect to rules regarding choice
of law), as to which we have made such investigation as we have deemed
appropriate.
2. We have undertaken no factual investigation in any regard except as
specifically provided herein. To the extent that our opinion relates to matters
as to which governmental agencies have issued certificates, these opinions speak
as of the respective dates of such certificates and opinions. Our opinion as to
the legal existence and corporate good standing of Pro-Tech is based solely on
the Massachusetts Certificates.
3. This opinion is being given as of its date based upon the facts and
assumptions set forth herein and upon existing law and interpretations thereof
in effect on the date hereof, and no assurance can be given that there will not
be subsequent changes in such facts and assumptions, or in such law and
interpretations thereof, which may affect the conclusions set forth herein.
4. This opinion is issued solely for the benefit of the addressees
hereof in connection with the Registration Statement and the Amendment, and may
not be published or communicated by you to any other person for any purpose
without our prior written approval and may not be relied upon by any other
person for any purpose or by you for any other purpose.
Based upon and subject to the foregoing and the statements contained
herein, we are of the opinion that:
1. Pro-Tech is a corporation duly incorporated, validly existing and
in good standing under the law of the Commonwealth of
Massachusetts.
2. Pro-Tech has all requisite corporate power and corporate authority
under Massachusetts law to own and operate its properties and
carry on its business as now conducted and to perform its
obligations under the Guarantee.
3. The execution and delivery of the Guarantee by Pro-Tech and the
performance of Pro-Tech's obligations under the Guarantee have
been duly authorized by all requisite corporate action on the part
of Pro-Tech,
4. The Guarantee will be the valid and binding obligation of Pro-Tech
entitled to the benefits of the Indenture.
February 19, 2004
Page 4
We are qualified to practice law in the Commonwealth of Massachusetts
and do not purport to be experts on, or to express any opinion herein concerning
any law, other than the laws of the Commonwealth of Massachusetts and the
General Corporation Law of the State of Delaware.
This opinion letter is limited to the specific legal maters expressly
set forth herein, and no opinion is expressed or implied with respect to any
matter not expressly stated herein. This letter speaks only as of the date
hereof and is limited to present statutes, regulations and administrative and
judicial interpretations. We consent to the inclusion of this opinion as an
exhibit to the Kane Kessler, P.C. opinion filed as an exhibit to the Amendment.
Very truly yours,
LAWSON & WEITZEN LLP
By: /s/ Patricia Farnsworth
--------------------------
A Partner
EXHIBIT A
---------
911EP, Inc.
AHI Bulletproof Acquisition Corp.
AHI Properties I, Inc.
AI Capital Corp.
Armor Brands, Inc.
ArmorGroup Services, LLC
Armor Holdings Forensics, Inc.
Armor Holdings GP, LLC
Armor Holdings LP, LLC
Armor Holdings Mobile Security, L.L.C.
Armor Holdings Payroll Services, LLC
Armor Holdings Products, Inc.
Armor Holdings Properties, Inc.
Armor Safety Products Company
ASD Capital Corp.
B-Square, Inc.
Break-Free Armor Corp.
Break-Free, Inc.
Casco International, Inc.
CCEC Capital Corp.
CDR International, Inc.
Defense Technology Corporation of America
Hatch Imports, Inc.
Identicator, Inc.
International Center for Safety Education,
Inc.
Monadnock Lifetime Products, Inc. (NH)
Monadnock Lifetime Products, Inc. (DE)
Monadnock Police Training Council, Inc.
NAP Properties, Ltd.
NAP Property Managers, LLC
Network Audit Systems, Inc.
New Technologies Armor, Inc
O'Gara-Hess & Eisenhardt Armoring Company,
L.L.C.
Pro-Tech Armored Products of Massachusetts,
Inc.
Ramtech Development Corp.
Safari Land Ltd., Inc.
Safariland Government Sales, Inc.
SAI Capital Corp.
Simula Aerospace & Defense Group, Inc.
Simula, Inc.
Simula Polymers Systems, Inc.
Simula Technologies, Inc.
Simula Transportation Equipment Corporation
Speedfeed Acquisition Corp.
The O'Gara Company
EXHIBIT F
LETTERHEAD OF PORTER, WRIGHT, MORRIS & ARTHUR LLP
ONE S. MAIN STREET, SUITE 1600
DAYTON, OHIO 45402-2028
February 19, 2004
Armor Holdings, Inc.
1400 Marsh Landing Parkway
Suite 112
Jacksonville, FL 32250
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, NY 10019-4896
Re: Registration Statement on Form S-4 of Armor Holdings, Inc.
Ladies and Gentlemen:
We have acted as special counsel to Armor Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-4, File No. 333-111742 (the "Registration
Statement"), filed on January 7, 2004 on behalf of the Company and the
subsidiary guarantors named therein (the "Subsidiary Guarantors") with the
Securities and Exchange Commission (the "Commission") and Amendment No. 1
thereto filed on the date hereof (the "Amendment") relating to the Company's
offer to exchange $150 million aggregate principal amount of its 8 1/4% Senior
Subordinated Notes due 2013 (the "New Notes"), which is being registered under
the Securities Act of 1933, as amended (the "Securities Act"), for its
outstanding 8 1/4% Senior Subordinated Notes due 2013, which were issued in a
private placement pursuant to Rule 144A and Regulation S under the Securities
Act, all as more fully described in the Registration Statement and the
Amendment. The New Notes will be issued under the Indenture, dated as of August
12, 2003, as supplemented by the First Supplemental Indenture dated as of
September 30, 2003, as further supplemented by the Second Supplemental Indenture
dated as of December 9, 2003, and as further supplemented by the Third
Supplemental Indenture dated as of December 24, 2003 (collectively, the
"Indenture"), among the Company, the Subsidiary Guarantors and Wachovia Bank,
National Association, as trustee (the "Trustee"). The Old Notes were issued
under the Indenture on August 12, 2003. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
prospectus (the "Prospectus") contained in the Registration Statement. The
O'Gara Company, an Ohio corporation, is referred to as the "Ohio Subsidiary
Guarantor", and the guarantee by the Ohio Subsidiary Guarantor with respect to
the New Notes is referred to as the "Guarantee". Our representation of the
Company in connection with the Registration Statement, the
Amendment and transactions referred to therein is limited to the matters
addressed herein relating to the Ohio Subsidiary Guarantor.
In connection with this opinion letter, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement filed on January 7, 2004 and the
Amendment in the form to be filed with the Commission on the date hereof; (ii)
the certificate of incorporation, as amended, of the Ohio Subsidiary Guarantor;
(iii) the Code of Regulations and all amendments thereto of the Ohio Subsidiary
Guarantor; (iv) the Indenture; (v) the form of the Old Notes and the New Notes;
(vi) resolutions of the Board of Directors of the Ohio Subsidiary Guarantor
relating to, among other things, the issuance and exchange of the New Notes for
the Old Notes and the filing of the Registration Statement and the Amendment;
(vii) records of certain of the Ohio Subsidiary Guarantor's corporate
proceedings as reflected in its minute book and other records and documents that
we have deemed necessary for purposes of this opinion; and (viii) the
Certificate of the Secretary of State of the State of Ohio, with respect to the
Ohio Subsidiary Guarantor, dated February 10, 2004, attesting to the continued
corporate existence and good standing in Ohio, with respect to the Ohio
Subsidiary Guarantor, and upon which we have solely relied in rendering the
opinion set forth in Paragraph 1 below.
The documents listed in Items (iv) and (v) above are hereinafter
collectively referred to as the "Documents".
In rendering the opinions set forth herein, we have examined the
originals, or copies certified to our satisfaction, of such other corporate
records of the Ohio Subsidiary Guarantor, certificates of public officials and
of officers of the Ohio Subsidiary Guarantor, and such agreements, instruments
and other documents, as we have deemed necessary as a basis for the opinions
expressed below. In rendering the opinion, we have relied partially or solely
upon a certificate of an officer of the Ohio Subsidiary Guarantor (which
embodies discussions with such officer), a copy of which is attached hereto (the
"Officer's Certificate"). In rendering the opinions set forth herein, we have
also relied upon the representations and warranties of the Ohio Subsidiary
Guarantor in the Documents and upon the Secretary's Certificates and other
certificates of the Ohio Subsidiary Guarantor delivered pursuant to the
Documents, Registration Statement, the Amendment and this opinion letter.
In our examination, we have assumed the legal capacity of all natural
persons, 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 certified or photostatic copies, the authenticity
of the originals of such latter documents, and the financial condition of the
Ohio Subsidiary Guarantor at all relevant times will be such as will permit the
authorization, execution and performance of the Guarantee under applicable law.
As to certain facts material to this opinion, we have relied without independent
verification upon oral or written statements and representations of officers and
other representatives of the Ohio Subsidiary Guarantor, public officials and
others. We have further assumed the completeness and the conformity to the
original documents of all documents submitted to us as photostatic or facsimile
copies, the authenticity of originals of such documents, and the genuineness of
the signatures appearing thereon. We have further assumed that
you have considered the applicability to the transactions contemplated by the
Documents of fraudulent transfer and conveyance laws, as to which we express no
opinion.
In addition, we have assumed that (a) none of the Documents listed or
referred to above have been amended by oral or written agreement or by the
conduct of the respective parties thereto, (b) none of the information contained
in any of the Documents, the Registration Statement or the Amendment reviewed by
us contains any untrue statement of a material fact or omits a material fact
necessary to make the statements contained therein not misleading, and (c) no
fraud exists with respect to any of the matters relevant to the opinions
hereinafter expressed; provided, however, to the best of our knowledge we have
no reason to believe that any of such assumptions is incorrect.
We note that the Documents provide that they are governed by the law of
the State of New York. We have assumed, with your consent, that the law of the
State of Ohio is identical to the law of New York in all respects material to
our opinions expressed in paragraphs one through four below.
Based upon the foregoing, and subject to the qualifications set forth
herein, we are of the opinion that:
1. The Ohio Subsidiary Guarantor is validly existing and in
good standing under the laws of the State of Ohio.
2. The Ohio Subsidiary Guarantor has all requisite corporate
power and corporate authority under Ohio law to own and operate its properties
and carry on its business as now conducted and to perform its obligations under
the Guarantee.
3. The execution and delivery of the Guarantee by the Ohio
Subsidiary Guarantor and the performance of the Ohio Subsidiary Guarantor's
obligations under the Guarantee have been duly authorized by all requisite
corporate action on the part of the Ohio Subsidiary Guarantor.
4. The Guarantee is a valid and binding obligation of the Ohio
Subsidiary Guarantor entitled to the benefits of the Indenture.
The opinions set forth herein are subject to the following additional
qualifications, assumptions and exceptions:
(a) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally;
(b) that the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity
or at law);
(c) provisions of the Documents may be unenforceable where
(i) the breach of such provisions imposes restrictions
or burdens upon the obligees, and it cannot be
demonstrated that the enforcement of such restrictions
or burdens is reasonably necessary for the protection of
the obligee, (ii) the obligee's enforcement of such
provisions under the circumstances would violate the
obligee's implied covenant of good faith and fair
dealing, or (iii) the breach of such provision is not a
material breach of a material covenant or provision;
(d) the effect of statutes and rules of law which cannot be
waived prospectively by an obligor;
(e) The enforceability of: (a) self-help provisions
(including provisions granting a power of attorney or
provisions authorizing the use of force or a breach of
peace in enforcing rights or remedies), (b) provisions
relating to the collection of attorney fees or costs
incurred by another party to enforce any contractual
obligation, (c) provisions which purport to establish
evidentiary standards, (d) provisions relating to
waivers of rights or remedies (or the delay or omission
of enforcement thereof), disclaimers, liability
limitations or indemnifications, provisions, releases of
legal or equitable rights (including the right to a jury
trial), submission to the jurisdiction and venue of a
court, liquidated damages (including provisions which
may operate as a penalty) or the creation of rights and
remedies not permitted under applicable law or contrary
to public policy or (e) provisions which purport to
prohibit, restrict or limit the ability of a person to
transfer rights or interests in property; and
(f) "knowledge" as used herein means the current actual
knowledge of those lawyers in this firm engaged in the
substantive representation with respect to the
transaction to which this opinion relates including
William J. Kelly, Jr., Esq. and Charles Y. Kidwell, Jr.,
Esq.
We are qualified to practice law in the State of Ohio and do not
purport to be experts on, or to express any opinion herein concerning any law,
other than the laws of the State of Ohio, and the federal laws of the United
States of America, and the opinions rendered herein are limited to such laws of
the State of Ohio, and the federal laws of the United States of America which,
based upon our experience, are generally applicable to transactions of the type
set forth in the Documents, the Registration Statement and the Amendment. We
express no opinion as to any federal or state securities laws or any local laws.
This opinion is rendered solely for your benefit for purposes and use
in connection with the Registration Statement and the Amendment and may not be
relied upon by any other person or entity other than Armor Holdings, Inc. and
Kane Kessler, P.C. This opinion is provided to you as of the date hereof solely
for the purposes of complying with your requirements in connection with the
Registration Statement and the Amendment. We consent to the inclusion of this
opinion as an
exhibit to the Kane Kessler, P.C. opinion to be filed as an exhibit to the
Amendment. This opinion may not be quoted in whole or in part or otherwise
referred to in any report or document furnished to any person or entity other
than as an exhibit to the Kane Kessler, P.C. opinion to be filed as an exhibit
to the Amendment without our prior written consent. This opinion is limited to
the matters expressly set forth herein, and no opinion is to be implied or may
be inferred beyond the matters expressly so stated. We disclaim any requirement
to update this opinion subsequent to the date hereof or to advise you of any
change in any matter set forth herein.
Very truly yours,
PORTER, WRIGHT, MORRIS & ARTHUR, LLP
/s/ Porter, Wright, Morris & Arthur, LLP
EXHIBIT G
LETTERHEAD OF SNELL & WILMER L.L.P.
ONE ARIZONA CENTER
PHOENIX, ARIZONA 85004-2202
February 19, 2004
Armor Holdings, Inc.
1400 Marsh Landing Parkway
Suite 112
Jacksonville, Florida 32250
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
We have acted as special counsel to Armor Holdings, Inc., a Delaware
corporation (the "Company"), with regard to aspects of Arizona law related to
the Company's subsidiaries listed on attached Exhibit A (the "Arizona Subsidiary
Guarantors"), in connection with their guarantees (the "Guarantees") of the
Company's 8 1/4 % Senior Subordinated Notes due 2013 in the aggregate principal
amount of $150 million (the "New Notes"), with respect to which the Company has
filed with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-4, File No. 333-111742, on January 7, 2004 (the
"Registration Statement") under the Securities Act of 1933, as amended, and
intends to file Amendment No. 1 to the Registration Statement with the
Commission on the date hereof (the "Amendment"). The Company intends to offer in
exchange for its outstanding 8 1/4% Senior Subordinated Notes due 2013, which
the Company issued in a private placement (the "Old Notes") pursuant to that
certain Indenture dated as of August 12, 2003, as supplemented by the First
Supplemental Indenture dated as of September 30, 2003, the Second Supplemental
Indenture dated as of December 9, 2003, and the Third Supplemental Indenture
dated as of December 24, 2003 (collectively, the "Indenture"),
among the Company, the Subsidiary Guarantors (as defined in the Indenture) and
Wachovia Bank, National Association, as trustee (the "Trustee").
In rendering this opinion, we have examined the following documents:
i. the Indenture, which includes the Guarantees;
ii. the Registration Statement and the Amendment;
iii. the articles of incorporation of each Arizona Subsidiary Guarantor
as currently in effect;
iv. the bylaws of each Arizona Subsidiary Guarantor as currently in
effect;
v. the form of the Old Notes;
vi. the form of the New Notes;
vii. the Certificate of Officer in Support of Legal Opinion Letter
attached as Exhibit B;
viii. signed unanimous written consents of the board of directors and
the stockholder(s) of each Arizona Subsidiary Guarantor relating to, among other
things, the Guarantees, the issuance and exchange of the New Notes for the Old
Notes and the filing of the Registration Statement and the Amendment
(collectively, the "Transactions");
ix. records of certain of the Arizona Subsidiary Guarantors corporate
proceedings as reflected in their respective minute books and other records and
documents that we have deemed necessary for purposes of rendering this opinion;
and
x. such other documents, corporate records, certificates, instruments
and other information, as we have deemed necessary or appropriate as a basis for
the opinions set forth below.
In our examination, we have assumed the legal capacity of all natural
persons, 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 certified or photostatic copies, the authenticity
of the originals of such latter documents, that all documents accurately
describe and contain the mutual understanding of the parties, that there are no
oral or written statements or agreements that modify, amend, or vary or purport
to modify, amend, or vary, any of the terms of such documents, that the Company
and the Arizona Subsidiary Guarantors own all properties, assets and rights
purported to be owned by each of them respectively, the financial condition of
the Arizona Subsidiary Guarantors at all relevant times will be
such as will permit the authorization, execution, delivery and performance of
the Guarantees under applicable law, and that the application of Arizona law
will not be contrary to a fundamental policy of the laws of any other state with
which the parties may have contact in connection with the Transactions and the
related agreements. We have further assumed that each Arizona Subsidiary
Guarantor is in full compliance with all of its covenants and obligations under
the Indenture and that each Arizona Subsidiary Guarantor has paid all income
taxes, fines, jeopardy or fraud assessments and interest due from it and payable
to the State of Arizona. As to certain facts material to this opinion, we have
relied without independent verification upon oral or written statements and
representations of officers and other representatives of the Arizona Subsidiary
Guarantors, public officials and others.
Based upon the foregoing and subject to the limitations expressed
herein, we are of the opinion that:
1. Each Arizona Subsidiary Guarantor is a corporation, validly
existing and in good standing under the laws of the State of
Arizona.
2. Each Arizona Subsidiary Guarantor has the requisite corporate
power and corporate authority under Arizona law to own and
operate its properties and carry on its business as, to our
knowledge, such business is now conducted and to perform its
obligations under the Guarantee.
3. The execution and delivery of the Guarantees by each Arizona
Subsidiary Guarantor and the performance of its obligations
under the Guarantees have been duly authorized by all
requisite corporate action on the part of such Arizona
Subsidiary Guarantor.
4. The Guarantees are valid and binding obligations of the
Arizona Subsidiary Guarantors entitled to the benefits of the
Indenture.
The opinions set forth above are subject to the following
qualifications and limitations:
a. the enforceability of the Guarantees may be subject to or
limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, or
other similar laws relating to or affecting the rights of creditors generally;
b. the enforceability of the Guarantees is subject to general
principles of equity;
c. the enforceability of the Guarantees is further subject to the
qualification that certain waivers, procedures, remedies, and other provisions
of the related agreements may be unenforceable under or limited by the laws of
the State of Arizona;
d. the enforceability of the Guarantees under the laws of the
State of Arizona may be limited by issues of usury, which we have not considered
and we exclude from the scope of our opinion;
e. in our examination of official records, we have been made aware
of the fact that the following Arizona Subsidiary Guarantors have commenced
dissolution proceedings: AI Capital Corp., ASD Capital Corp., CCEC Capital
Corp., SAI Capital Corp., and Simula Transportation Equipment Corporation; and
f. As used herein, the phrase "to our knowledge" or any similar
statement means in the actual knowledge of the Snell & Wilmer L.L.P. lawyers
actively involved in rendering this opinion or actively involved within the last
three months in providing legal services to the Company.
We are qualified to practice law in the State of Arizona and do not
purport to be experts on, or to express any opinion herein concerning any law,
other than the laws of the State of Arizona. The Indenture states that it is to
be governed by the laws of the State of New York. We are not familiar with these
laws and render no opinion about them. For purposes of our opinion, we have
assumed with your consent that the Transactions and related agreements will be
governed by the laws of the State of Arizona, notwithstanding their express
terms. We express no opinion about which law will actually govern the
Transactions and related agreements.
This opinion letter is limited to the specific legal matters expressly
set forth herein, and no opinion is expressed or implied with respect to any
matter not expressly stated herein. The opinions expressed in this letter speak
only as of the date hereof and are based upon the law in effect on the date
hereof, and we assume no obligation to revise or supplement this opinion should
such law be changed by legislative action, judicial decision, or otherwise.
This opinion is being furnished to you solely for your benefit and only
with respect to the Guarantees. Accordingly, it may not be used, circulated,
relied upon by or quoted to any person or entity without, in each instance,
without our prior written consent. We consent to the inclusion of this opinion
as an exhibit to the Kane Kessler, P.C. opinion filed as an exhibit to the
Amendment.
Very truly yours,
Snell & Wilmer L.L.P.
/s/ Snell & Wilmer L.L.P.
Enclosure
EXHIBIT A
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ARIZONA SUBSIDIARY GUARANTORS
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1. AI Capital Corp.
2. ASD Capital Corp.
3. CCEC Capital Corp.
4. International Center for Safety Education, Inc.
5. SAI Capital Corp.
6. Simula Aerospace & Defense Group, Inc.
7. Simula, Inc.
8. Simula Polymers Systems, Inc.
9. Simula Technologies, Inc.
10. Simula Transportation Equipment Corporation