Common use of Opinion of Counsel to Purchaser Clause in Contracts

Opinion of Counsel to Purchaser. The Purchaser shall have ------------------------------- delivered to the Company and the Stockholder a favorable opinion of the Purchaser's counsel, Piper & Marbury, dated the date of Closing, in form and substance satisfactory to the Company, the Stockholder and their counsel, to the effect that (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; (b) the Purchaser has the corporate power to carry on its business as it is now being conducted and to own or hold under lease the properties and assets it now owns or holds under lease and such counsel has no reason to believe that Purchaser is not operating its business in material compliance with all applicable laws and regulations; (c) the Purchaser has the corporate power to enter into the transactions contemplated by this Agreement and perform it obligations hereunder; (d) the execution, delivery and performance of this Agreement and all other documents to be executed by the Purchaser in connection with this Agreement (the "Purchaser Documents") have been duly authorized and approved by all requisite action of the Board of Directors of the Purchaser, and this Agreement and all other Purchaser Documents have been duly executed and delivered by the Purchaser and constitute valid and legally binding obligations of the Purchaser, subject to applicable bankruptcy, insolvency, moratorium and other similar laws of general application and such general principles of equity as a court having jurisdiction may apply; (e) the execution and delivery of this Agreement and the other Purchaser Documents did not, and the consummation of the transactions contemplated hereby or thereby will not, violate or conflict with any provision of the Charter or By-Laws of the Purchaser; (f) the execution and delivery of this Agreement and the other Purchaser Documents did not, and the consummation of the transactions contemplated hereby or thereby will not, violate any provision of any agreement, instrument, order, judgment or decree, of which such counsel has knowledge, to which the Purchaser may be a party or by which it is bound; (g) except as may be specified by such counsel, such counsel does not know of any material suit or proceeding pending or threatened against the Purchaser which seeks to restrain or prohibit the consummation of the transactions contemplated by this Agreement other than those which have been disclosed in filings made prior to the execution of this Agreement by Purchaser pursuant to the Securities Exchange Act of 1934; (h) upon the appropriate filing of the Certificate and Articles of Merger with the Maryland State Department of Assessments and Taxation and the Secretary of State of the State of Virginia the merger will be valid and effective as a statutory merger of the Purchaser and the Company, in accordance with the terms thereof under the laws of the State of Maryland; (i) the shares of Purchaser Common Stock to be issued in connection with the Merger are duly authorized and reserved for issuance and, when issued and delivered in accordance with this Agreement, will be duly and validly issued and outstanding shares of Purchaser Common Stock, fully paid and non assessable under the laws of the State of Maryland; (j) to the knowledge of such counsel, all regulatory and governmental approvals, consents and filings required of the Purchaser for the consummation of the transactions contemplated by this Agreement or any of the other Purchaser Documents have been obtained or made, and to the knowledge of such counsel, all such approvals, consents or filings remain in full effect as of the date of such opinion; and (k) to such further effect regarding the validity and sufficiency of legal proceedings and matters relative to the transactions contemplated by this Agreement as the Company may reasonably request.

Opinion of Counsel to Purchaser. The Purchaser shall have ------------------------------- delivered to each of the Company and the Stockholder Companies a favorable opinion of the Purchaser's counsel, Piper & MarburyMarbury L.L.P., dated the date of Closing, in form and substance satisfactory to the Company, the Stockholder Stockholders and their counsel, to the effect that (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; (b) the Purchaser has the corporate power to carry on its business as it is now being conducted and to own or hold under lease the properties and assets it now owns or holds under lease and such counsel has no reason to believe that Purchaser is not operating its business in material compliance with all applicable laws and regulationslease; (c) the Purchaser has the corporate power to enter into the transactions contemplated by this Agreement and perform it obligations hereunderAgreement; (d) the execution, delivery and performance of this Agreement and all other documents to be executed by the Purchaser in connection with this Agreement (the "Purchaser Documents") have been duly authorized and approved by all requisite action of the Board of Directors and stockholders of the Purchaser, and this Agreement and all other Purchaser Documents have been duly executed and delivered by the Purchaser and constitute valid and legally binding obligations of the Purchaser, subject to applicable bankruptcy, insolvency, moratorium and other similar laws of general application and such general principles of equity as a court having jurisdiction may apply; (e) the execution and delivery of this Agreement and the other Purchaser Documents did not, and the consummation of the transactions contemplated hereby or thereby will not, violate or conflict with any provision of the Charter or By-Laws of the Purchaser; (f) the execution and delivery of this Agreement and the other Purchaser Documents did not, and the consummation of the transactions contemplated hereby or thereby will not, violate any provision of any agreement, instrument, order, judgment or decree, of which such counsel has knowledge, to which the Purchaser may be a party or by which it is bound; (g) except as may be specified by such counsel, such counsel does not know of any material suit or proceeding pending or threatened against the Purchaser which seeks to restrain or prohibit the consummation of the transactions contemplated by this Agreement other than those which have been disclosed in filings made prior to the execution of this Agreement by Purchaser pursuant to the Securities Exchange Act of 1934Agreement; (h) upon the appropriate filing of the Certificate and Articles of Merger with the Maryland State Department of Assessments and Taxation and the Certificate of Merger with the Secretary of State of the State of Virginia New Jersey the merger Child Study Merger will be valid and effective as a statutory merger of Child Study with and into the Purchaser and the CompanyPurchaser, in accordance with the terms thereof under the laws of the State of Maryland; (i) upon the appropriate filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation and the Certificate of Merger with the Secretary of State of the State of New Jersey the I-R Merger will be valid and effective as a statutory merger of I-R with and into the Purchaser, in accordance with the terms thereof under the laws of the State of Maryland; (j) the shares of Purchaser Common Stock to be issued in connection with the Child Study Merger and the I-R Merger are duly authorized and reserved for issuance and, when issued and delivered in accordance with this Agreement, will be duly and validly issued and outstanding shares of Purchaser Common Stock, fully paid and non assessable under the laws of the State of Maryland; (jk) to the knowledge of such counsel, all regulatory and governmental approvals, consents and filings required of the Purchaser for the consummation of the transactions contemplated by this Agreement or any of the other Purchaser Documents have been obtained or made, and to the knowledge of such counsel, all such approvals, consents or filings remain in full effect as of the date of such opinion; and (k) to such further effect regarding the validity and sufficiency of legal proceedings and matters relative to the transactions contemplated by this Agreement as the Company may reasonably request.and

Opinion of Counsel to Purchaser. The Purchaser shall have ------------------------------- delivered to the Company and the Stockholder a favorable opinion of the Purchaser's counsel, Piper & Marbury, dated the date of Closing, in form and substance satisfactory to the Company, the Stockholder and their counsel, to the effect that (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; (b) the Purchaser has the corporate power to carry on its business as it is now being conducted and to own or hold under lease the properties and assets it now owns or holds under lease and such counsel has no reason to believe that Purchaser is not operating its business in material compliance with all applicable laws and regulations; (c) the Purchaser has the corporate power to enter into the transactions contemplated by this Agreement and perform it obligations hereunder; (d) the execution, delivery and performance of this Agreement and all other documents to be executed by the Purchaser in connection with this Agreement (the "Purchaser Documents") have been duly authorized and approved by all requisite action of the Board of Directors of the Purchaser, and this Agreement and all other Purchaser Documents have been duly executed and delivered by the Purchaser and constitute valid and legally binding obligations of the Purchaser, subject to applicable bankruptcy, insolvency, moratorium and other similar laws of general application and such general principles of equity as a court having jurisdiction may apply; (e) the execution and delivery of this Agreement and the other Purchaser Documents did not, and the consummation of the transactions contemplated hereby or thereby will not, violate or conflict with any provision of the Charter or By-Laws of the Purchaser; (f) the execution and delivery of this Agreement and the other Purchaser Documents did not, and the consummation of the transactions contemplated hereby or thereby will not, violate any provision of any agreement, instrument, order, judgment or decree, of which such counsel has knowledge, to which the Purchaser may be a party or by which it is bound; (g) except as may be specified by such counsel, such counsel does not know of any material suit or proceeding pending or threatened against the Purchaser which seeks to restrain or prohibit the consummation of the transactions contemplated by this Agreement other than those which have been disclosed in filings made prior to the execution of this Agreement by Purchaser pursuant to the Securities Exchange Act of 1934; (h) upon the appropriate filing of the Certificate and Articles of Merger with the Maryland State Department of Assessments and Taxation and the Secretary of State of the State of Virginia Minnesota the merger will be valid and effective as a statutory merger of the Purchaser and the Company, in accordance with the terms thereof under the laws of the State of Maryland; (i) the shares of Purchaser Common Stock to be issued in connection with the Merger are duly authorized and reserved for issuance and, when issued and delivered in accordance with this Agreement, will be duly and validly issued and outstanding shares of Purchaser Common Stock, fully paid and non assessable under the laws of the State of Maryland; (j) to the knowledge of such counsel, all regulatory and governmental approvals, consents and filings required of the Purchaser for the consummation of the transactions contemplated by this Agreement or any of the other Purchaser Documents have been obtained or made, and to the knowledge of such counsel, all such approvals, consents or filings remain in full effect as of the date of such opinion; and (k) to such further effect regarding the validity and sufficiency of legal proceedings and matters relative to the transactions contemplated by this Agreement as the Company may reasonably request.

Opinion of Counsel to Purchaser. The Purchaser shall have ------------------------------- delivered [Letterhead of Xxxxxxx, Xxxxxxx & Xxxxx, P.A.] __________, 199_ Engineering Development Laboratories, Incorporated Signal Technology Laboratories, Inc. c/o__________________________ ______________________________ ______________________________ Attn:_________________________ RE: Acquisition Agreement dated as of __________,1998 (the "Acquisition Agreement") by and among Paravant Computer Systems, Inc. (the "Purchaser"), Engineering Development Laboratories, Incorporated ("EDL"), Signal Technology Laboratories, Inc. ("STL")(EDL and STL collectively, the "Companies") and Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx, C. Xxxxx Xxxxxxxxxx, X. Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxx X. Xxxxxxxxx (each, a "Shareholder" and collectively, the "Shareholders") Gentlemen: This opinion is furnished to you in accordance with the Company and the Stockholder a favorable opinion provisions of Section 7.7 of the Purchaser's counsel, Piper & Marbury, dated the date of Closing, in form and substance satisfactory above referenced Acquisition Agreement. We have acted as counsel to the Company, the Stockholder and their counsel, to the effect that (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; (b) the Purchaser has the corporate power to carry on its business as it is now being conducted and to own or hold under lease the properties and assets it now owns or holds under lease and such counsel has no reason to believe that Purchaser is not operating its business in material compliance with all applicable laws and regulations; (c) the Purchaser has the corporate power to enter into the transactions contemplated by this Agreement and perform it obligations hereunder; (d) the execution, delivery and performance of this Agreement and all other documents to be executed by the Purchaser in connection with this the Acquisition Agreement and the related Employment Agreements and Non-Competition Agreements to which it is a party referred to therein (collectively, the "Purchaser DocumentsRelated Agreements") ). All capitalized terms used but not defined herein which are defined in the Acquisition Agreement and the Related Agreements shall have been duly authorized and approved by all requisite action of the Board of Directors of same meaning herein as therein defined unless the context hereof otherwise requires. As counsel to the Purchaser, and this Agreement and all other Purchaser Documents we have been duly executed and delivered by (i) conferred with the Purchaser and constitute valid and legally binding obligations officers of the Purchaser, subject to applicable bankruptcy, insolvency, moratorium and other similar laws of general application and such general principles of equity as a court having jurisdiction may applyPurchase; (eii) examined the execution and delivery of this Acquisition Agreement and the other Purchaser Documents did notRelated Agreements, and the consummation of the transactions contemplated hereby or thereby will not, violate or conflict with any provision of the Charter or By-Laws of the Purchaser; (f) the execution and delivery of this Agreement and the other Purchaser Documents did not, and the consummation of the transactions contemplated hereby or thereby will not, violate any provision of any agreement, instrument, order, judgment or decree, of which such counsel has knowledge, to which the Purchaser may be a party or by which it is bound; (g) except as may be specified by such counsel, such counsel does not know of any material suit or proceeding pending or threatened against the Purchaser which seeks to restrain or prohibit the consummation of the transactions contemplated by this Agreement other than those which have been disclosed in filings made prior to the execution of this Agreement by Purchaser pursuant to the Securities Exchange Act of 1934; (h) upon the appropriate filing of the Certificate and Articles of Merger with the Maryland State Department of Assessments and Taxation and the Secretary of State of the State of Virginia the merger will be valid and effective as a statutory merger stock record books of the Purchaser and such other corporate documents, records and certificates of the CompanyPurchase, federal and state laws, rules and regulations; and (iii) made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In all such examinations and investigations, we have assumed the genuineness of all signatures on original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to such opinions, we have relied upon the representations and warranties set forth in the Acquisition Agreement and the Related Agreements and statements or certificates of public officials and of the Purchaser. This opinion has been prepared and is to be construed in accordance with the terms thereof under Report on Standards for Florida Opinions dated April 8, 1991, issued by the laws Business Law Section of the State of Maryland; (i) the shares of Purchaser Common Stock to be issued in connection with the Merger are duly authorized The Florida Bar, which is incorporated by reference into this opinion. Based on such examinations and reserved for issuance andinvestigations, when issued and delivered in accordance with this Agreement, will be duly and validly issued and outstanding shares of Purchaser Common Stock, fully paid and non assessable under the laws of the State of Maryland; (j) to the knowledge of such counsel, all regulatory and governmental approvals, consents and filings required of the Purchaser for the consummation of the transactions contemplated by this Agreement or any of the other Purchaser Documents have been obtained or made, and to the knowledge of such counsel, all such approvals, consents or filings remain in full effect as of the date of such opinion; and (k) to such further effect regarding the validity and sufficiency of legal proceedings and matters relative to the transactions contemplated by this Agreement as the Company may reasonably request.it is our opinion that: