Common use of Opinion of Counsel to Purchaser Clause in Contracts

Opinion of Counsel to Purchaser. [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 provisions of Section 7.7 of the above referenced Acquisition Agreement. We have acted as counsel to the Purchaser in connection with the Acquisition Agreement and the related Employment Agreements and Non-Competition Agreements to which it is a party referred to therein (collectively, the "Related Agreements"). All capitalized terms used but not defined herein which are defined in the Acquisition Agreement and the Related Agreements shall have the same meaning herein as therein defined unless the context hereof otherwise requires. As counsel to the Purchaser, we have (i) conferred with the officers of the Purchase; (ii) examined the Acquisition Agreement and the Related Agreements, the stock record books of the Purchaser and such other corporate documents, records and certificates of the Purchase, 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 Report on Standards for Florida Opinions dated April 8, 1991, issued by the Business Law Section of The Florida Bar, which is incorporated by reference into this opinion. Based on such examinations and investigations, it is our opinion that:

Opinion of Counsel to Purchaser. [Letterhead The Purchaser shall have ------------------------------- delivered to the Company and the Stockholder a favorable opinion of Xxxxxxxthe Purchaser's counsel, Xxxxxxx Piper & XxxxxMarbury, P.A.] __________dated the date of Closing, 199_ Engineering Development Laboratories, Incorporated Signal Technology Laboratories, Inc. c/o__________________________ ______________________________ ______________________________ Attn:_________________________ RE: Acquisition Agreement dated as of __________,1998 (in form and substance satisfactory to 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 collectivelyCompany, the "Companies"Stockholder and their counsel, to the effect that (a) the Purchaser is a corporation duly organized, validly existing and Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx, C. Xxxxx Xxxxxxxxxx, X. Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxx X. Xxxxxxxxx (each, a "Shareholder" and collectively, in good standing under the "Shareholders") Gentlemen: This opinion is furnished to you in accordance with the provisions of Section 7.7 laws of the above referenced Acquisition Agreement. We have acted 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 Acquisition "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 related Employment Agreements other Purchaser Documents did not, and Nonthe consummation of the transactions contemplated hereby or thereby will not, violate or conflict with any provision of the Charter or By-Competition Agreements 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 a party referred 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 therein 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; (collectively, h) upon the "Related Agreements"). All capitalized terms used but not defined herein which are defined in appropriate filing of the Acquisition Agreement Certificate and Articles of Merger with the Maryland State Department of Assessments and Taxation and the Related Agreements shall have the same meaning herein as therein defined unless the context hereof otherwise requires. As counsel to the Purchaser, we have (i) conferred with the officers Secretary of State of the Purchase; (ii) examined State of Virginia the Acquisition Agreement merger will be valid and the Related Agreements, the stock record books effective as a statutory merger of the Purchaser and such other corporate documentsthe Company, records and certificates of the Purchase, 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 Report on Standards 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 Florida Opinions dated April 8issuance and, 1991when 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 Business Law Section other Purchaser Documents have been obtained or made, and to the knowledge of The Florida Barsuch counsel, which is incorporated 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 reference into this opinion. Based on such examinations and investigations, it is our opinion that:Agreement as the Company may reasonably request.

Opinion of Counsel to Purchaser. [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 The Purchaser shall have ------------------------------- delivered to you in accordance with the provisions of Section 7.7 each of the above referenced Acquisition Companies a favorable opinion of the Purchaser's counsel, Piper & Marbury L.L.P., dated the date of Closing, in form and substance satisfactory to the 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; (c) the Purchaser has the corporate power to enter into the transactions contemplated by this Agreement. We have acted as counsel ; (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 Acquisition "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 related Employment Agreements other Purchaser Documents did not, and Nonthe consummation of the transactions contemplated hereby or thereby will not, violate or conflict with any provision of the Charter or By-Competition Agreements 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 a party referred 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 therein restrain or prohibit the consummation of the transactions contemplated by this Agreement; (collectively, h) upon the "Related Agreements"). All capitalized terms used but not defined herein which are defined in appropriate filing of the Acquisition Agreement Articles of Merger with the Maryland State Department of Assessments and Taxation and the Related Agreements shall have Certificate of Merger with the same meaning herein Secretary of State of the State of New Jersey the Child Study Merger will be valid and effective as therein defined unless the context hereof otherwise requires. As counsel to a statutory merger of Child Study with and into the Purchaser, we have (i) conferred with the officers of the Purchase; (ii) examined the Acquisition Agreement and the Related Agreements, the stock record books of the Purchaser and such other corporate documents, records and certificates of the Purchase, 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 Report on Standards 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 Florida Opinions dated April 8issuance and, 1991when issued and delivered in accordance with this Agreement, will be duly and validly issued by and outstanding shares of Purchaser Common Stock, fully paid and non assessable under the Business Law Section laws of The Florida Barthe State of Maryland; (k) to the knowledge of such counsel, which is incorporated by reference into this opinion. Based on such examinations and investigations, it is our opinion that:all regulatory and

Opinion of Counsel to Purchaser. [Letterhead The Purchaser shall have ------------------------------- delivered to the Company and the Stockholder a favorable opinion of Xxxxxxxthe Purchaser's counsel, Xxxxxxx Piper & XxxxxMarbury, P.A.] __________dated the date of Closing, 199_ Engineering Development Laboratories, Incorporated Signal Technology Laboratories, Inc. c/o__________________________ ______________________________ ______________________________ Attn:_________________________ RE: Acquisition Agreement dated as of __________,1998 (in form and substance satisfactory to 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 collectivelyCompany, the "Companies"Stockholder and their counsel, to the effect that (a) the Purchaser is a corporation duly organized, validly existing and Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx, C. Xxxxx Xxxxxxxxxx, X. Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxx X. Xxxxxxxxx (each, a "Shareholder" and collectively, in good standing under the "Shareholders") Gentlemen: This opinion is furnished to you in accordance with the provisions of Section 7.7 laws of the above referenced Acquisition Agreement. We have acted 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 Acquisition "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 related Employment Agreements other Purchaser Documents did not, and Nonthe consummation of the transactions contemplated hereby or thereby will not, violate or conflict with any provision of the Charter or By-Competition Agreements 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 a party referred 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 therein 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; (collectively, h) upon the "Related Agreements"). All capitalized terms used but not defined herein which are defined in appropriate filing of the Acquisition Agreement Certificate and Articles of Merger with the Maryland State Department of Assessments and Taxation and the Related Agreements shall have the same meaning herein as therein defined unless the context hereof otherwise requires. As counsel to the Purchaser, we have (i) conferred with the officers Secretary of State of the Purchase; (ii) examined State of Minnesota the Acquisition Agreement merger will be valid and the Related Agreements, the stock record books effective as a statutory merger of the Purchaser and such other corporate documentsthe Company, records and certificates of the Purchase, 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 Report on Standards 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 Florida Opinions dated April 8issuance and, 1991when 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 Business Law Section other Purchaser Documents have been obtained or made, and to the knowledge of The Florida Barsuch counsel, which is incorporated 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 reference into this opinion. Based on such examinations and investigations, it is our opinion that:Agreement as the Company may reasonably request.