EX-5.1 2 d506431dex51.htm EXHIBIT 5.1 Exhibit 5.1

Exhibit 5.1

SIMPSON THACHER & BARTLETT LLP

425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

 

 

FACSIMILE (212) 455-2502

May 31, 2013

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Ladies and Gentlemen:

We have acted as counsel to SunGard Data Systems Inc., a Delaware corporation (the “Company”), and the subsidiaries of the Company listed on Schedule I hereto (collectively, the “Schedule I Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company, the Schedule I Guarantors and the subsidiaries of the Company listed on Schedule II hereto (the “Schedule II Guarantors” and, together with the Schedule I Guarantors, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of up to $1,000,000,000 aggregate principal amount of 6.625% Senior Subordinated Notes due 2019 (the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes. The Exchange Notes and the Guarantees will be issued under an indenture dated as of November 1, 2012 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). The Exchange Notes will be offered by the Company in exchange for up to $1,000,000,000 aggregate principal amount of its outstanding 6.625% Senior Subordinated Notes due 2019.

We have examined the Registration Statement and the Indenture (including the form of Exchange Note), which has been filed with the Commission and incorporated by reference as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such 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 and the Guarantors.


 

SunGard Data Systems Inc.    -2-    May 31, 2013

 

In rendering the opinions 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. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange described above, the Exchange Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

2. When (a) the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by (i) the laws of the State of California or (ii) the laws of the State of Florida or the Commonwealth of Pennsylvania, we have relied upon the respective opinions of Sheppard, Mullin, Richter & Hampton LLP and Blank Rome LLP, in each case, dated the date hereof, respectively.

We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the Delaware General Corporation Law and the Delaware Limited Liability Company Law and, to the extent set forth herein, the laws of the States of California and Florida and of the Commonwealth of Pennsylvania.


 

SunGard Data Systems Inc.    -3-    May 31, 2013

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP


 

SunGard Data Systems Inc.    -4-    May 31, 2013

 

Schedule I

Guarantors Incorporated or Formed in the States of New York or Delaware

 

Subsidiary

  

State of Incorporation or Formation

Advanced Portfolio Technologies, Inc.    Delaware
Automated Securities Clearance LLC    Delaware
GL Trade Overseas, Inc.    Delaware
Inflow LLC    Delaware
Online Securities Processing Inc.    Delaware
SIS Europe Holdings LLC    Delaware
SRS Development Inc.    Delaware
SunGard Ambit LLC    Delaware
SunGard Asia Pacific Inc.    Delaware
SunGard Availability Services Ltd.    Delaware
SunGard Business Systems LLC    Delaware
SunGard Computer Services LLC    Delaware
SunGard Consulting Services LLC    Delaware
SunGard CSA LLC    Delaware
SunGard Development Corporation    Delaware
SunGard DIS Inc.    Delaware
SunGard Energy Systems Inc.    Delaware
SunGard eProcess Intelligence LLC    Delaware
SunGard Financial Systems LLC    Delaware
SunGard Investment Systems LLC    Delaware
SunGard Investment Ventures LLC    Delaware
SunGard iWORKS LLC    Delaware
SunGard iWORKS P&C (US) Inc.    Delaware
SunGard Kiodex LLC    Delaware
SunGard NetWork Solutions Inc.    Delaware
SunGard Reference Data Solutions LLC    Delaware
SunGard SAS Holdings Inc.    Delaware
SunGard Securities Finance LLC    Delaware
SunGard Securities Finance International LLC    Delaware
SunGard Shareholder Systems LLC    Delaware
SunGard Software, Inc.    Delaware
SunGard Technology Services LLC    Delaware
SunGard VeriCenter, Inc.    Delaware
SunGard VPM Inc.    New York
SunGard Workflow Solutions LLC    Delaware


 

SunGard Data Systems Inc.    -5-    May 31, 2013

 

Schedule II

Guarantors Incorporated or Formed in Jurisdictions other than the States of New York or Delaware

 

Subsidiary

  

State of Incorporation or Formation

SunGard Availability Services LP    Pennsylvania
SunGard AvantGard LLC    California
SunGard Public Sector Inc.    Florida
SunGard Systems International Inc.    Pennsylvania