EXHIBIT 5.1
742193:mf
910334-010-007 August 6, 2001
Alliant Techsystems Inc. and
the Subsidiary Guarantors named on
Annex A hereto
c/o Alliant Techsystems Inc.
000 Xxxxxx Xxxxxx, X.X.
Hopkins, Minnesota 55343
Re: $400,000,000 8 1/2% Senior Subordinated Notes due 2011
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Ladies and Gentlemen:
We have acted as special counsel to Alliant Techsystems Inc., a
Delaware corporation (the "Company"), and the Company's subsidiaries listed
in ANNEX A hereto (the "Subsidiary Guarantors"), in connection with the
proposed issuance and exchange of up to $400,000,000 aggregate principal
amount of the Company's 8 1/2% Senior Subordinated Notes due 2011 (the "New
Notes") for an equal principal amouNT of the Company's 8 1/2% Senior
Subordinated Notes due 2011 outstanding on the date hereof (the "Old Notes"),
to be issued pursuant to the Indenture dated as of May 14, 2001, by and among
the Company, as issuer, the Subsidiary Guarantors, as guarantors, and BNY
Midwest Trust Company, as trustee (the "Trustee"). The Old Notes are, and the
New Notes will be, guaranteed (each a "Subsidiary Guarantee") on a joint and
several basis by each of the Subsidiary Guarantors.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion, and based thereon, we are of the
opinion that when the Registration Statement referred to below relating to the
exchange offer described in the preceding paragraph has become effective under
the Securities Act of 1933 and the New Notes have been duly executed by the
Company, authenticated by the Trustee and duly issued in exchange for the Old
Notes as contemplated by the Registration Statement, the New Notes will have
been validly issued and will constitute valid and binding obligations of the
Company and each Subsidiary Guarantee in respect of the New Notes will have been
validly issued and will constitute a valid and binding obligation of the
respective Subsidiary Guarantor.
The opinions expressed herein are limited to the federal laws of the
United States of America and the laws of the State of New York, as currently in
effect. In connection with certain opinions expressed herein, we have relied, as
to certain matters, upon the opinion of Xxx X. Xxxxxxxx, Esq. General Counsel of
the Company, which opinion is being filed as Exhibit 5.2 to the Registration
Statement referred to below.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-4 filed by the Company and the Subsidiary
Guarantors to register the exchange of the New Notes for the Old Notes (and the
Subsidiary Guarantee by each respective Subsidiary Guarantor of the New Notes)
under the Securities Act of 1933 and to the reference to us under the caption
"Legal Matters" in the prospectus constituting a part of such Registration
Statement.
Very truly yours,
/s/ Jones, Day, Xxxxxx & Xxxxx
ANNEX A
SUBSIDIARY GUARANTORS
NAME
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Alliant Holdings LLC
Alliant Defense LLC
Alliant Ammunition and Powder Company LLC
New River Energetics, Inc.
Alliant Ammunition Systems Company LLC
Alliant Lake City Small Caliber Ammunition Company LLC
Alliant Integrated Defense Company LLC
Alliant Precision Fuze Company LLC
Alliant Propulsion and Composites LLC
Alliant Aerospace Company
Alliant Aerospace Composite Structures Company LLC
Alliant Aerospace Propulsion Company LLC
Alliant Southern Composites Company LLC
ATK Tactical Systems Company LLC
Thiokol Propulsion Corp.
Thiokol Technologies International, Inc.
Alliant International Holdings Inc.
