EX-5.1 3 d566899dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

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May 31, 2018

Perspecta Inc.

13600 EDS Drive

Herndon, Virginia 20171

Re: Perspecta Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Perspecta Inc., a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on or about May 31, 2018, for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), $50,000,000.00 in deferred compensation obligations of the Company (the “Deferred Compensation Obligations”), which are proposed to be offered and sold pursuant to the Enterprise Services, LLC Deferred Compensation Plan (the “Plan”).

In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

 

  (A) the Registration Statement in the form to be filed with the Commission under the Securities Act on the date hereof;

 

  (B) the Plan;

 

  (C) an executed copy of a certificate of the Secretary of the Company, dated as of the date hereof (the “Officer’s Certificate”);

 

  (D) the Company’s Amended and Restated Articles of Incorporation, as certified by the Secretary of State of the State of Nevada as of a recent date;

 

  (E) the Company’s Bylaws, as certified pursuant to the Officer’s Certificate as being complete and in full force and effect as of the date hereof; and

 

 

 

WOODBURN AND WEDGE

 

Attorneys and Counselors at Law

 

6100 Neil Road | Suite 500 | Reno, Nevada 89511

P.O. Box 2311 | Reno, NV 89505

Phone (775) 688-3000 |

Facsimile (775) 688-3088

 

William K. Woodburn

(1910-1989)

 

Virgil H. Wedge

(1912-2000)

 

Gordon H. DePaoli

John F. Murtha

W. Chris Wicker

Shawn B Meador

Ellen Jean Winograd

 

Don L. Ross

Gregg P. Barnard

Dale E. Ferguson

Shawn G. Pearson

Dane W. Anderson

 

Michael W. Keane

Sharon M. Jannuzzi

Jason C. Morris

Seth J. Adams

Nico D. R. DePaoli

 

Shay L. Wells

Scott H. Husbands

Cedric W. Anderson

Bronagh M. Kelly

Colton T. Loretz

 

Of Counsel:

Edward G. Stevenson


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Perspecta Inc.

May 31, 2018

Page 2 of 3

 

  (F) resolutions of the Board of Directors of the Company relating to the Plan and the Deferred Compensation Obligations.

We have examined instruments, documents and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. We have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies.

This opinion is limited to the federal law of the United States of America, the Nevada Revised Statutes, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any other statute, rule, regulation, ordinance, order or other promulgation of any other jurisdiction or any regional or local governmental body or as to any related judicial or administrative opinion.

Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and assuming that (i) the Registration Statement becomes and remains effective during the period when the Deferred Compensation Obligations are offered and issued, (ii) the Deferred Compensation Obligations are issued in accordance with the terms of the Plan, (iii) the Company receives full consideration for the Deferred Compensation Obligations, and (iv) all applicable securities laws are complied with, it is our opinion that the Deferred Compensation Obligations, when established pursuant to the terms of the Plan, will be the valid and binding obligations of the Company, to the extent Nevada law governs such issues.

This opinion is rendered to you in connection with the Registration Statement and is solely for your benefit. This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, firm, corporation or other entity for any purpose, without our prior written consent. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we may become aware, after the date of this opinion.


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Perspecta Inc.

May 31, 2018

Page 3 of 3

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Very truly yours,
WOODBURN AND WEDGE
By:  

/s/ Shawn G. Pearson

  Shawn G. Pearson