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Exhibit 5.1
January 12, 2005
GTECH Holdings Corporation
55 Technology Way
West Greenwich, Rhode Island 02817
Re: GTECH Holdings Corporation
4.50% Senior Notes due 2009
5.25% Senior Notes due 2014
Ladies and Gentlemen:
We have acted as special counsel to GTECH Holdings Corporation, a
Delaware corporation (the "Company") and to certain domestic subsidiaries of the
Company listed on Schedule A hereto (the "Guarantors") in connection with a
Registration Statement on Form S-4 to be filed by the Company and the Guarantors
on or about the date hereof (the "Registration Statement") with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933, as amended (the "Act"), the offering of up to $150,000,000 in aggregate
principal amount of 4.50% Senior Notes due 2010 and up to $150,000,000 in
aggregate principal amount of 5.25% Senior Notes due 2014 (collectively, the
"Exchange Notes"), in each case guaranteed by the Guarantors (collectively, the
"Exchange Guarantees", and together with the Exchange Notes, the "Securities"),
in exchange for up to $150,000,000 in aggregate principal amount of the
Company's outstanding 4.50% Senior Notes due 2009 and 5.25% Senior Notes due
2014 (collectively, the "Outstanding Notes"), respectively, in each case
guaranteed by the Guarantors (collectively, the "Outstanding Guarantees"). This
opinion letter is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
In connection with rendering this opinion, we have examined the
following documents and records:
(1) The Certificate of Incorporation of each of the Company and the
Guarantors, as amended to date;
(2) The By-Laws of each of the Company and the Guarantors, as amended to
date;
(3) An executed copy of the Indenture dated as of November 19, 2004,
among the Company, the Guarantors and SunTrust Bank, as Trustee, relating to the
issuance of the Outstanding Notes and the Exchange Notes and the respective
guarantees thereof (the "Indenture"), including the form of Securities to be
issued pursuant thereto;
(4) An executed copy of the Registration Statement; and
(5) All corporate minutes and proceedings of the Company and each of the
Guarantors relating to the issuance of the Securities being registered under the
Registration Statement.
We have also made such inquiries and examined, among other things, such
further documents, records and proceedings as we have deemed pertinent in
connection with the issuance of said Securities. In our examination, we have
assumed the genuineness of all signatures, the legal capacity of all natural
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persons, the completeness and authenticity of all documents submitted to us as
originals, and the conformity to the originals of all documents submitted to us
as certified, photostatic or conformed copies, and the validity of all laws and
regulations.
The opinions hereinafter expressed are qualified to the extent that (i)
the enforceability of any right or remedy may be subject to or affected by any
bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or
other similar laws relating to or affecting the rights of creditors generally,
whether the issue of enforceability is considered in a proceeding in equity or
at law; (ii) the remedy of injunctive relief, specific performance and any other
equitable remedies may be unavailable in any jurisdiction or may be withheld as
a matter of judicial discretion; and (iii) the enforceability of any right or
remedy may be subject to general principles of equity including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether enforceability is considered in a proceeding in equity or
in law) and to the discretion of the court before which proceedings thereof may
be brought.
We are qualified to practice law in the States of New York and Rhode
Island and do not purport to express any opinion herein concerning any law other
than the laws of the States of New York and Rhode Island, the General
Corporation Law of the State of Delaware and the federal law of the United
States.
Based upon the foregoing, and subject to the qualifications,
limitations, assumptions and exceptions set forth herein, it is our opinion
that:
1. The Exchange Notes have been duly authorized by the Company and the
Exchange Guarantees have been duly authorized by each of the Guarantors.
2. Following the effectiveness of the Registration Statement and
receipt by the Company of the Outstanding Notes with the Outstanding Guarantees
thereon in exchange for the Exchange Notes with the Exchange Guarantees thereon
as described in the Registration Statement, and assuming the due execution,
authentication, issuance and delivery of the Exchange Notes and the Exchange
Guarantees as provided in the Indenture, the Exchange Notes will constitute
valid and binding obligations of the Company, and the Exchange Guarantees will
constitute valid and binding obligations of the respective Guarantors.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the prospectus which is a part of
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 Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Edwards & Angell, LLP
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Schedule A
List of Subsidiary Guarantors
GTECH Corporation, a Delaware corporation
GTECH Rhode Island Corporation, a Rhode Island corporation
GTECH Latin America Corporation, a Delaware corporation