EX-5 3 s001538x1_ex5.htm EXHIBIT 5
Exhibit 5
 
Simpson Thacher & Bartlett llp
425 lexington avenue
new york, ny 10017-3954
 
telephone: +1-212-455-2000
facsimile: +1-212-455-2502
Direct Dial Number
+1-212-455-2000
  
E-mail Address
 
 
 
 
February 23, 2017
 
L3 Technologies, Inc.
600 Third Avenue
New York, New York 10016
 
Ladies and Gentlemen:
 
We have acted as counsel to L3 Technologies, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company of up to 3,000,000 shares of Common Stock (the “Shares”), par value $.01 per share, which may be issued pursuant to the L3 Technologies Master Savings Plan (the “Plan”).
 
We have examined the Registration Statement, a form of the share certificate and the Plan.  We also have examined the originals, or duplicates or certified or conformed copies, of such other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.  As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

BEIJING
HONG KONG
HOUSTON
LONDON
LOS ANGELES
PALO ALTO
SÃO PAULO
SEOUL
TOKYO
WASHINGTON, D.C.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
 
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, upon issuance and delivery of the Shares in accordance with the Plan, the Shares will be validly issued, fully paid and nonassessable.
 
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.
 
We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement.

 
Very truly yours,
   
 
/s/ Simpson Thacher & Bartlett LLP
 
SIMPSON THACHER & BARTLETT LLP