EX-5.1 2 d82766dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

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601 Lexington Avenue

New York, New York 10022

 

 

(212)446-4800

 

 

Facsimile:    

(212) 446-4900

  www.kirkland.com  

January 25, 2016

Infor (US), Inc.

641 Avenue of the Americas

New York, NY 10011

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel for Infor (US), Inc., a Delaware corporation (the “Issuer”), and each of the entities listed on Exhibit A hereto (the “Guarantors” and each a “Guarantor” and, together with the Issuer, the “Registrants”). This opinion letter is being delivered in connection with the proposed registration by the Issuer and the Guarantors of (i) up to $1,630,000,000 in aggregate principal amount of the Issuer’s 6.500% Senior Notes due 2022 (the “Dollar Exchange Notes”) and (ii) up to €350,000,000 in aggregate principal amount of the Issuer’s 5.750% Senior Notes due 2022 (the “Euro Exchange Notes” and, together with the Dollar Exchange Notes, the “Exchange Notes”), to be guaranteed (the “Guarantees”) by the Guarantors, pursuant to a Registration Statement on Form S-4 filed on or about the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). Such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”. The Dollar Exchange Notes and the Euro Exchange Notes are to be issued pursuant to the Indenture dated as of April 1, 2015, as otherwise amended, supplemented or modified prior to the date hereof (the “Indenture”), by and among the Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (the “Trustee”). The Dollar Exchange Notes are to be issued in exchange for and in replacement of the Issuer’s 6.500% Senior Notes due 2022 (the “Original Dollar Notes”) and the Euro Exchange Notes are to be issued in exchange for and in replacement of the Issuer’s 5.750% Senior Notes due 2022 (the “Original Euro Notes” and, together with the Original Dollar Notes, the “Original Notes”).

The companies listed on Exhibit A hereto as The Delaware Guarantors and The California Guarantor are collectively referred to herein as the “Delaware and California Guarantors.” The companies listed on Exhibit A hereto other than the Delaware and California Guarantors are collectively referred to herein as the “Non-Delaware and California Guarantors.”

 

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Infor (US), Inc.

January 25, 2016

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In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the certificates of incorporation, bylaws and other organizational documents of the Issuer and the Delaware and California Guarantors, (ii) resolutions of the Issuer and the Delaware and California Guarantors with respect to the issuance of the Exchange Notes and the Guarantees, as applicable, (iii) the Indenture, (iv) the Registration Statement, (v) the Registration Rights Agreement, dated as of April 1, 2015, by and among the Issuer, the guarantors party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Original Dollar Notes initial purchasers named therein, and Merrill Lynch International, as representative of the several Original Euro Notes initial purchasers named therein, (vi) the Registration Rights Agreement, dated as of April 23, 2015, by and among the Issuer, the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Original Dollar Notes initial purchasers named therein, and (vii) forms of the Exchange Notes and the Guarantees.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Issuer and the Delaware and California Guarantors, and the due authorization, execution and delivery of all documents by the parties thereto other than the Issuer and the Delaware and California Guarantors. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuer and the Guarantors.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the


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Infor (US), Inc.

January 25, 2016

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Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes and the Guarantees have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to holders of the Original Notes in exchange for the Original Notes and the guarantees related thereto (assuming the due authorization and execution of the Exchange Notes and the Guarantees by the Non-Delaware and California Guarantors, as applicable, and the due delivery of the Exchange Notes and the Guarantees by the Non-Delaware and California Guarantors to holders of the Original Notes in exchange for the Original Notes and the guarantees related thereto), the Exchange Notes will be validly issued under the Indenture and will be binding obligations of the Issuer and the Guarantees will be validly issued under the Indenture and will be binding obligations of the Guarantors.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of the rules and regulations of the Commission.

Our advice on every legal issue addressed in this letter is based exclusively on the internal laws of the State of New York, the General Corporation Law of the State of Delaware and the California General Corporation Law and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. We are not qualified to practice law in the State of Delaware and our opinions herein regarding Delaware law are limited solely to our review of provisions of the General Corporation Law, which we consider normally applicable to transactions of this type, without our having made any special investigation as to the applicability of another statute, law, rule or regulation. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion.

We have also assumed that the execution and delivery of the Indenture and the Exchange Notes and the performance by the Issuer and the Guarantors of their obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which any Registrant is bound.


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Infor (US), Inc.

January 25, 2016

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This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Very truly yours,

/s/ Kirkland & Ellis LLP

KIRKLAND & ELLIS LLP


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Infor (US), Inc.

January 25, 2016

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EXHIBIT A

Guarantors

The California Guarantor:

Infor Public Sector, Inc., a California corporation

The Delaware Guarantors:

Infor, Inc., a Delaware corporation

Seneca Acquisition Subsidiary Inc., a Delaware corporation

The Georgia Guarantor:

Infor (GA), Inc., a Georgia corporation

The Massachusetts Guarantor:

Infinium Software, Inc., a Massachusetts corporation