EX-5.1 2 a07-7439_1ex5d1.htm EX-5.1

Exhibit 5.1

[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]

March 8, 2007

Direct Dial

 

 

(212) 351-4000

 

Client No.

 

 

C 04459-00006

Alliant Techsystems Inc.
5050 Lincoln Drive
Edina, Minnesota 55436

Re:                               Alliant Techsystems Inc.
Registration Statement on Form S-3

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3, (the “Registration Statement”), of Alliant Techsystems Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on March 8, 2007, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration for resale of $300,000,000 aggregate principal amount of the Company’s 2.75% Convertible Senior Subordinated Notes due 2011 (the “Notes”), the guarantees (each a “Subsidiary Guarantee”) by certain subsidiaries of the Company (the “Subsidiary Guarantors”) and the shares (the “Shares”) of Common Stock, par value $0.01 per share, issuable upon conversion of the Notes.  The Notes were issued pursuant to an Indenture, dated September 12, 2006, among the Company, the Subsidiary Guarantors and the Bank of New York Trust Company, N.A., as trustee.

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below.  In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that:

1. The Notes constitute legal, valid and binding obligations of the Company.




 

2. The Subsidiary Guarantees constitute legal, valid and binding obligations of each of the Subsidiary Guarantors.

3. When issued upon conversion of the Notes, the Shares will be validly issued, fully paid and non-assessable.

The opinions set forth in paragraphs 1, 2 and 3 above are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law. We express no opinion regarding the effectiveness of (a) any waiver of stay, extension or usury laws of unknown future rights; or (b) provisions relating to indemnification, exculpation or contribution; to the extent such provisions may be held unenforceable as contrary to federal or state securities laws.

We are not admitted or qualified to practice law in the State of Minnesota.  Therefore, in rendering opinions expressed herein, we have assumed without independent investigation the accuracy of the opinion of Keith D. Ross, Senior Vice President and General Counsel, a copy of which has been filed as Exhibit 5.2 to the Registration Statement, with respect to matters governed by the laws of the State of Minnesota.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York, the State of California and the United States of America and the Delaware General Corporation Law and the Delaware Limited Liability Company Act.  We are not admitted in practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law and the Delaware Limited Liability Company Act, each as currently in effect, and have made such inquiries as we consider necessary to render the opinions contained herein.  This opinion is limited to the effect of the present state of the laws of the State of New York, the United States of America and, to the limited extent set forth above, the State of Delaware and the facts as they currently exist.  We assume no obligation to revise or supplement this opinion in the event of future changes in such laws.  We express no opinion regarding the Securities Act of 1933, as amended or any other federal or state securities laws or regulations.

We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof.  In giving these consents, we do not thereby admit that we are within 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/ Gibson, Dunn & Crutcher LLP

 

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