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Huntington Ingalls Industries, Inc. | | |
May 10, 2022 Page 2 | | |
We are not admitted or qualified to practice law in Virginia, Maryland, or Ohio. Therefore, we have relied upon the opinions of Charles R. Monroe, Jr., Virginia Counsel to certain of the Guarantors, Ballard Spahr LLP, Maryland counsel to one of the Guarantors, and Hahn Loeser & Parks LLP, Ohio counsel to one of the Guarantors, with respect to matters governed by the laws of Virginia, Maryland and Ohio, respectively.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that, when the New Notes are executed and authenticated in accordance with the provisions of the Indenture and issued and delivered in exchange for the Outstanding Notes in the manner described in the Registration Statement, the New Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and the Guarantees of the New Notes will constitute legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms.
The opinion expressed above is subject to the following additional assumptions, exceptions, qualifications and limitations:
We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York, the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “Delaware LLC Act”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL and the Delaware LLC Act as currently in effect and have made such inquiries as we consider necessary to render the opinion above. This opinion is limited to the effect of the current state of the laws of the State of New York, the State of California and, to the limited extent set forth above, the State of Delaware and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
The opinions above are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.
We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws; (ii) provisions relating to indemnification, exculpation or contribution, to the