EXHIBIT 8.1
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
(213) 620-1780 W12-80497
November 15, 2001
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
Re: Equity Security Units (Registration Statement 333-71290)
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Ladies and Gentlemen:
We have acted as tax counsel to Northrop Grumman Corporation, a
Delaware corporation (the "Company"), in connection with its issuance of equity
security units ("Equity Security Units") initially consisting of (a) contracts
to purchase shares of common stock of the Company ("Purchase Contracts") and (b)
five year senior notes of the Company ("Senior Notes").
In formulating our opinion, we have reviewed such documents as we
deemed necessary or appropriate, including (i) the above-captioned Registration
Statement on Form S-3 filed October 10, 2001 with the U.S. Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933
(the "Registration Statement); (ii) the Prospectus of the Company that was
included in the Registration Statement on Form S-3, as declared effective by the
Commission on October 26, 2001 (the "Prospectus"); (iii) the form of Indenture
between the Company and JPMorgan Chase Bank, as trustee, relating to the Senior
Notes; and (iv) the form of Purchase Contract Agreement between the Company and
JPMorgan Chase Bank, as purchase contract agent, relating to the Purchase
Contracts.
We have also participated in the preparation of the Prospectus
Supplement for the offering of equity security units dated November 15, 2001 and
forming a part of the Registration Statement (the "Prospectus Supplement"). In
addition, we have made such other factual and legal inquiries as we have
considered necessary or appropriate.
Our opinion set forth below assumes (i) the initial and continuing
accuracy of the statements and facts concerning the Equity Security Units set
forth in the Registration Statement, the Prospectus and the Prospectus
Supplement and certain other documents; (ii) the conformity of the Equity
Security Units to the terms set forth
Northrop Grumman Corporation
November 15, 2001
Page 2
in the Registration Statement, the Prospectus and the Prospectus Supplement; and
(iii) the genuineness of all signatures, the legal capacity of natural persons,
the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as
photocopies. We also have assumed that the transactions related to the issuance
of the Equity Security Units will be consummated in the manner contemplated by
the Registration Statement, the Prospectus and the Prospectus Supplement.
Based upon the foregoing and in reliance thereon, and subject to the
qualifications, exceptions, assumptions and limitations herein contained, we are
of the opinion that:
1. The discussion in the Prospectus Supplement under the heading
"U.S. Federal Income Tax Consequences" constitutes, in all material respects, a
fair and accurate summary of the matters addressed therein, based on the
assumptions stated or referred to therein; and
2. The Senior Notes will be treated as indebtedness of the Company
for U.S. federal income tax purposes.
We express no opinion concerning any tax consequences associated with
the Equity Security Units other than those specifically set forth herein.
Our opinion is based on current provisions of the Internal Revenue
Code of 1986, as amended, Treasury Regulations promulgated thereunder, published
pronouncements of the Internal Revenue Service, and case law, any of which may
be changed at any time with retroactive effect. Any change in applicable law or
the facts and circumstances surrounding the Equity Security Units, or any
inaccuracy in the statements, facts, assumptions, and representations on which
we relied, may affect the continuing validity of the opinion set forth herein.
We assume no responsibility to inform you of any such changes or inaccuracy that
may occur or come to our attention. We also note that there is no authority
directly on point dealing with securities such as the Equity Security Units or
transactions of the type described herein and that our opinion is not binding on
the Internal Revenue Service or the courts, either of which could take a
contrary position.
Northrop Grumman Corporation
November 15, 2001
Page 3
This opinion is furnished to you solely for your benefit in connection
with the offering of the Equity Security Units and is not to be used,
circulated, quoted or otherwise referred to for any other purpose or relied upon
by any other person without our prior written consent. We consent to the use of
our name under the heading "U.S. Federal Income Tax Consequences" in the
Prospectus Supplement. We hereby consent to the filing of this opinion with the
Commission as Exhibit 8.1 to the Registration Statement. In giving this consent,
we do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ SHEPPARD, MULLIN, RICHTER & HAMPTON LLP