1 EXHIBIT 5.1 November 26, 1996 Board of Directors Simula, Inc. 2700 North Central Avenue Suite 1000 Phoenix, Arizona 85004 Re: Registration Statement on Form S-3 - 1,931,140 Shares of Common Stock Gentlemen: As Vice President and General Counsel of Simula, Inc. ("Company"), I have reviewed the above-captioned Registration Statement on Form S-3 under the Securities Act of 1933, as amended, which the Company intends to file with the Securities and Exchange Commission with respect to the offer and sale of up to 1,931,140 shares of Common Stock of the Company (the "Common Stock") pursuant to the prospective conversion of the Company's Series C 10% Senior Subordinated Convertible Notes into Common Stock, and to sales by certain Selling Shareholders as identified in the Registration Statement (the "Securities"). I have examined the Company's Articles of Incorporation, as amended and restated, bylaws, minutes of the Company's Board of Directors meetings, the Plan, and such other records and documents as I have deemed relevant for purposes of rendering this opinion. Based upon the foregoing, I am of the opinion that the Securities, when issued and sold as set forth in the Registration Statement, will be legally and validly issued, fully paid and non-assessable. Very truly yours, SIMULA, INC. /s/ Bradley P. Forst ---------------------------------------- Bradley P. Forst Vice President and General Counsel BPF/rn