EX-5.5 33 d96883dex55.htm EX-5.5 EX-5.5

Exhibit 5.5

 

LOGO

November 10, 2020

Re: Huntington Ingalls Industries, Inc. Registration Statement on Form S-4

Ladies and Gentlemen:

I am Vice President and Chief Counsel of UniversalPegasus International, Inc., a Delaware corporation, and am delivering this opinion with respect to the subsidiaries of Huntington Ingalls Industries, Inc., a Delaware Corporation (the “Company”) set forth on Exhibit A hereto (the “Covered Guarantors”) in connection with a Registration Statement on Form S-4 (such Registration Statement as amended or supplemented, the “Registration Statement”), including the related prospectus (the “Prospectus”), to be filed by the Company and the subsidiaries of the Company listed on Schedule B hereto (each, a “Guarantor” and collectively, the “Guarantors”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s issuance and exchange (the “Exchange Offer”) of up to $500,000,000 aggregate principal amount of its 3.844% Senior Notes due 2025 (the “New 2025 Notes”) for a like principal amount of the Company’s outstanding 3.844% Senior Notes due 2025 (the “Old 2025 Notes”) and $500,000,000 aggregate principal amount of its 4.200% Senior Notes due 2030 (the “New 2030 Notes” and, together with the New 2025 Notes, the “New Notes”) for a like principal amount of the Company’s outstanding 4.200% Senior Notes due 2030 (the “Old 2030 Notes” and, together with the Old 2025 Notes, the “Old Notes”), in each case in accordance with the terms of a Registration Rights Agreement, dated as of March 30, 2020, by and among the Company, the Guarantors and the initial purchasers of the Old Notes, which is filed as Exhibit 4.2 to the Registration Statement (the “Registration Rights Agreement”). The Old Notes are, and the New Notes will be, fully and unconditionally guaranteed as to payment of principal and interest on a senior unsecured basis by the Guarantors (the “Exchange Guarantees” and, together with the New Notes, the “Securities”). The Old Notes were issued, and the New Notes are to be issued, pursuant to an indenture, dated as of March 30, 2020 (the “Indenture”), between the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), which is filed as Exhibit 4.1 to the Registration Statement.

I (or attorneys under my supervision or at my request) have examined and relied upon (i) signed copies of the Registration Statement to be filed with the Commission, including the exhibits thereto; (ii) the Prospectus; (iii) the Indenture, including the terms of the Exchange Guarantees set forth therein; (iv) the Registration Rights Agreement; (v) the Old Notes; and (vi) the New Notes. I (or attorneys under my supervision or at my request) have also examined and relied upon the Articles of Incorporation, as amended, of each of the Covered Guarantors, the Bylaws of each of the Covered Guarantors and minutes of meetings of each Board of Directors of the Covered Guarantors as provided to me by the Covered Guarantors.

In my examination of the foregoing documents, I have assumed the genuineness of all signatures, the legal capacity of all signatories, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies, the authenticity of such original documents and the completeness and accuracy of the corporate minute books of the Covered Guarantors.

I have relied as to certain matters on information obtained from public officials and officers of the Covered Guarantors.

 

LOGO


Page 2

 

I express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the State of Texas. I also express no opinion herein with respect to compliance by the Company or any Guarantor with the securities or “blue sky” laws of any state or other jurisdiction of the United States or of any foreign jurisdiction. I express no opinion and make no statement herein with respect to the antifraud laws of any jurisdiction.

I am of the opinion that (1) each Covered Guarantor is a corporation validly existing and in good standing under the laws of the State of Texas, (2) each Covered Guarantor has all requisite corporate power and authority to execute and deliver and perform its respective obligations under the Exchange Guarantees and to consummate the Exchange Offer, (3) the execution and delivery by each Covered Guarantor of, and the performance by such Covered Guarantor of its respective obligations under, the Indenture and the Exchange Guarantees and the consummation of the Exchange Offer have been duly authorized by such Covered Guarantor and (4) the Indenture has been duly executed and delivered by each of the Covered Guarantors.

Please note that I am opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and I disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments that might affect any matters or opinions set forth herein.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of my name therein and in the related Prospectus and in any prospectus supplement under the caption “Legal Matters.” In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,

/s/ Fermeen Fazal

Fermeen Fazal

Vice President and Chief Counsel

 

LOGO


Page 3

 

Schedule A

Covered Guarantors

 

Exact Name of Guarantor as specified in its Charter

  

State of Organization

Pegasus International, Inc.    Texas
Universal Ensco, Inc.    Texas

 

LOGO


Page 4

 

Schedule B

Guarantors

 

Exact Name of Guarantor as specified in its Charter

  

State of Organization

Fleet Services Holding Corp.    Delaware
Fulcrum IT Services, LLC    Virginia
G2, Inc.    Maryland
HII Energy Inc.    Virginia
HII Fleet Support Group LLC    Delaware
HII Mechanical Inc.    Virginia
HII Mission Driven Innovative Government Solutions Inc.    Delaware
HII Mission Driven Innovative Solutions Holding Company    Delaware
HII Mission Driven Innovative Solutions Inc.    Delaware
HII Mission Driven Innovative Technical Services LLC    Alabama
HII Nuclear Inc.    Delaware
HII San Diego Shipyard Inc.    California
HII Services Corporation    Delaware
HII Technical Solutions Corporation    Delaware
HII Unmanned Maritime Systems, Inc.    Delaware
Huntington Ingalls Engineering Services, Inc.    Delaware
Huntington Ingalls Incorporated    Virginia
Huntington Ingalls Industries Energy and Environmental Services, Inc.    Delaware
Huntington Ingalls Unmanned Maritime Systems, Inc.    Delaware
Hydroid, Inc.    Delaware
Integrated Information Technology Corporation    Illinois
Newport News Nuclear Inc.    Virginia
Pegasus International, Inc.    Texas
The PTR Group, LLC    Virginia
Universal Ensco, Inc.    Texas
UniversalPegasus International Holdings, Inc.    Delaware
UniversalPegasus International, Inc.    Delaware
UP International, Inc.    Delaware
UP Support Services, Inc.    Delaware
Veritas Analytics, Inc.    Virginia

 

LOGO