EX-5.1 15 d390520dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

LOGO

250 VESEY STREET • NEW YORK, NEW YORK 10281.1047

TELEPHONE: +1.212.326.3939 • FACSIMILE: +1.212.755.7306

May 10, 2017

TransDigm Inc.

1301 East 9th Street, Suite 3000

Cleveland, Ohio 44114

 

  Re: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below)

Ladies and Gentlemen:

We have acted as counsel to TransDigm Inc., a Delaware corporation (the “Company”), and the TransDigm Guarantors (as defined below) in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $300,000,000 aggregate principal amount of 6.500% Senior Subordinated Notes due 2025 of the Company (the “Exchange Notes”) for an equal principal amount of 6.500% Senior Subordinated Notes due 2025 of the Company outstanding on the date hereof (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of May 14, 2015, as amended, supplemented or otherwise modified from time to time (the “Indenture”), by and among the Company, the guarantors listed on Annex A hereto (each, a “Covered Guarantor” and, collectively, the “Covered Guarantors”), the guarantors listed on Annex B hereto (each, an “Other Guarantor” and, collectively, the “Other Guarantors”; such Other Guarantors and the Covered Guarantors are collectively referred to as the “TransDigm Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a “Guarantee”) on a joint and several basis by the TransDigm Guarantors.

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

ALKHOBAR • AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRISBANE • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS DETROIT • DUBAI • DÜSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • JEDDAH • LONDON • LOS ANGELES • MADRID MEXICO CITY • MIAMI • MILAN • MINNEAPOLIS • MOSCOW • MUNICH • NEW YORK · PARIS • PERTH • PITTSBURGH · RIYADH SAN DIEGO • SAN FRANCISCO • SÃO PAULO · SHANGHAI • SILICON VALLEY · SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON


TransDigm Inc.

May 10, 2017

Page 2

 

1. The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and issued and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.

2. The Guarantee of the Exchange Notes (each, an “Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the Guarantee of the Outstanding Notes (each, an “Outstanding Guarantee”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.

3. The Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.

The opinions set forth above are subject to the following limitations, qualifications and assumptions:

For purposes of the opinions expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture and that the Indenture is a valid, binding and enforceable obligation of the Trustee and (ii) the Outstanding Notes have been duly authenticated by the Trustee in accordance with the Indenture.

For the purposes of our opinion set forth in paragraph 3 above, we have further assumed that (a) each of the Other Guarantors is a corporation or limited liability company existing and in good standing under the laws of its jurisdiction of incorporation or organization as listed opposite such Other Guarantor’s name on Annex B hereto (each, a “Jurisdiction”); (b) the Indenture and the Exchange Guarantees (i) have been authorized by all necessary corporate or limited liability company action, as applicable, of each of the Other Guarantors and (ii) have been executed and delivered by each of the Other Guarantors under the laws of the applicable Jurisdiction; and (c) the execution, delivery, performance and compliance with the terms and provisions of the Indenture and the Exchange Guarantees by each of the Other Guarantors do not violate or conflict with the laws of the applicable Jurisdiction, the provisions of its articles of incorporation, bylaws or other similar formation or organizational documents, as applicable, or any rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to such Other Guarantor or its properties.

The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.


TransDigm Inc.

May 10, 2017

Page 3

 

As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and the TransDigm Guarantors. The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the laws of the State of California, (iii) the laws of the State of Texas, (iv) the laws of the State of Florida and (v) the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Very truly yours,
  /s/ Jones Day


TransDigm Inc.

May 10, 2017

Page 4

 

ANNEX A

 

Name of Covered Guarantor

  

State of Incorporation

or Organization

Acme Aerospace, Inc.    Delaware
Adams Rite Aerospace, Inc.    California
AeroControlex Group, Inc.    Delaware
Aerosonic LLC    Delaware
Airborne Acquisition, Inc.    Delaware
Airborne Global, Inc.    Delaware
Airborne Holdings, Inc.    Delaware
Airborne Systems NA Inc.    Delaware
Airborne Systems North America Inc.    Delaware
Airborne Systems North America of CA Inc.    Delaware
AmSafe, Inc.    Delaware
AmSafe Global Holdings, Inc.    Delaware
Arkwin Industries, Inc.    New York
Aviation Technologies, Inc.    Delaware
Avionic Instruments LLC    Delaware
Beta Transformer Technology Corporation    New York
Beta Transformer Technology LLC    Delaware
Breeze-Eastern LLC    Delaware
Bridport Erie Aviation, Inc.    Delaware
Bridport Holdings, Inc.    Delaware
Bruce Aerospace Inc.    Delaware
CDA InterCorp LLC    Florida
CEF Industries, LLC    Delaware
Champion Aerospace LLC    Delaware
Data Device Corporation    Delaware
Dukes Aerospace, Inc.    Delaware
Electromech Technologies LLC    Delaware
Hartwell Corporation    California
ILC Holdings, Inc.    Delaware
ILC Industries, LLC    Delaware
Interiors In Flight LLC    Delaware
Johnson Liverpool LLC    Delaware
MarathonNorco Aerospace, Inc.    Delaware
McKechnie Aerospace DE, Inc.    Delaware
McKechnie Aerospace Holdings, Inc.    Delaware
McKechnie Aerospace Investments, Inc.    Delaware


TransDigm Inc.

May 10, 2017

Page 5

 

McKechnie Aerospace US LLC    Delaware
North Hills Signal Processing Corp.    Delaware
North Hills Signal Processing Overseas Corp.    Delaware
Pexco Aerospace, Inc.    Delaware
PneuDraulics, Inc.    California
Schneller LLC    Delaware
SCHROTH Safety Products LLC    Delaware
Semco Instruments, Inc.    Delaware
Shield Restraint Systems, Inc.    Delaware
Skurka Aerospace Inc.    Delaware
Tactair Fluid Controls, Inc.    New York
Telair International LLC    Delaware
Telair US LLC    Delaware
Texas Rotronics, Inc.    Texas
TransDigm Group Incorporated    Delaware
Transicoil LLC    Delaware
Whippany Actuation Systems, LLC    Delaware
Young & Franklin Inc.    New York


TransDigm Inc.

May 10, 2017

Page 6

 

ANNEX B

 

Name of Other Guarantor

  

State of Incorporation

or Organization

Airborne Systems North America of NJ Inc.    New Jersey
Avionics Specialties, Inc.    Virginia
AvtechTyee, Inc.    Washington
Bridport-Air Carrier, Inc.    Washington
HARCO LLC    Connecticut