EX-5.1 2 exhibit51-jonesdayopinion.htm EXHIBIT 5.1 Exhibit
Exhibit 5.1
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May 5, 2020
 
TransDigm Inc.
1301 East 9th Street, Suite 3000
Cleveland, Ohio 44114

Re:    Registration Statement on Form S-4 Filed by TransDigm Inc.
Relating to the Exchange Offer (as defined below)                

Ladies and Gentlemen:
We have acted as counsel to TransDigm Inc., a Delaware corporation (the “Company”), and the TransDigm Guarantors (as defined below) in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) in a transaction registered under the Securities Act of 1933 of up to $2,650,000,000 aggregate principal amount of 5.500% Senior Subordinated Notes due 2027 of the Company (the “Exchange Notes”) for an equal principal amount of 5.500% Senior Subordinated Notes due 2027 of the Company outstanding on the date hereof (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of November 13, 2019, as amended, supplemented or otherwise modified from time to time (the “Indenture”), by and among the Company, the guarantors listed on Annex A hereto (each, a “Covered Guarantor” and, collectively, the “Covered Guarantors”), the guarantors listed on Annex B hereto (each, an “Other Guarantor” and, collectively, the “Other Guarantors”; such Other Guarantors and the Covered Guarantors are collectively referred to as the “TransDigm Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a “Guarantee”) on a joint and several basis by the TransDigm Guarantors.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.
Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1.The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and issued and delivered in exchange for the


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Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.
2.    The Guarantee of the Exchange Notes (each, an “Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the Guarantee of the Outstanding Notes (each, an “Outstanding Guarantee”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.
3.    The Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.
The opinions set forth above are subject to the following limitations, qualifications and assumptions:
For purposes of the opinions expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture and that the Indenture is a valid, binding and enforceable obligation of the Trustee and (ii) the Outstanding Notes have been duly authenticated by the Trustee in accordance with the Indenture.
For the purposes of our opinion set forth in paragraph 3 above, we have further assumed that (a) each of the Other Guarantors is a corporation or limited liability company existing and in good standing under the laws of its jurisdiction of incorporation or organization as listed opposite such Other Guarantor’s name on Annex B hereto (each, a “Jurisdiction”); (b) the Indenture and the Exchange Guarantees (i) have been authorized by all necessary corporate or limited liability company action, as applicable, of each of the Other Guarantors and (ii) have been executed and delivered by each of the Other Guarantors under the laws of the applicable Jurisdiction; and (c) the execution, delivery, performance and compliance with the terms and provisions of the Indenture and the Exchange Guarantees by each of the Other Guarantors do not violate or conflict with the laws of the applicable Jurisdiction, the provisions of its articles of incorporation, bylaws or other similar formation or organizational documents, as applicable, or any rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to such Other Guarantor or its properties.
The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.

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As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and the TransDigm Guarantors. The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the laws of the State of California, (iii) the laws of the State of Texas, (iv) the laws of the State of Florida, (v) the laws of the State of Illinois and (vi) the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day






ANNEX A
Name of Covered Guarantor
Jurisdiction of Incorporation
or Organization
TransDigm Group Incorporated
Delaware
Acme Aerospace, Inc.
Delaware
Adams Rite Aerospace, Inc.
California
AeroControlex Group, Inc.
Delaware
Aerosonic LLC
Delaware
Airborne Acquisition, Inc.
Delaware
Airborne Global, Inc.
Delaware
Airborne Holdings, Inc.
Delaware
Airborne Systems NA Inc.
Delaware
Airborne Systems North America Inc.
Delaware
Airborne Systems North America of CA Inc.
Delaware
AmSafe, Inc.
Delaware
AmSafe Global Holdings, Inc.
Delaware
Angus Electronics Co.
Delaware
Arkwin Industries, Inc.
New York
Armtec Countermeasures Co.
Delaware
Armtec Countermeasures TNO Co.
Delaware
Armtec Defense Products Co.
Delaware
Auxitrol Weston USA, Inc.
Delaware
Aviation Technologies, Inc.
Delaware
Avionic Instruments LLC
Delaware
Beta Transformer Technology Corporation
New York
Beta Transformer Technology LLC
Delaware
Breeze-Eastern LLC
Delaware
Bridport Erie Aviation, Inc.
Delaware
Bridport Holdings, Inc.
Delaware
Bruce Aerospace Inc.
Delaware
CDA InterCorp LLC
Florida
CEF Industries, LLC
Delaware
Champion Aerospace LLC
Delaware
CMC Electronics Aurora LLC
Delaware
Data Device Corporation
Delaware
Dukes Aerospace, Inc.
Delaware
Electromech Technologies LLC
Delaware
Esterline Europe Company LLC
Delaware




Name of Covered Guarantor
Jurisdiction of Incorporation
or Organization
Esterline International Company
Delaware
Esterline Technologies Corporation
Delaware
Esterline Technologies SGIP LLC
Delaware
Extant Components Group Holdings, Inc.
Delaware
Extant Components Group Intermediate, Inc.
Delaware
Hartwell Corporation
California
Hytek Finishes Co.
Delaware
ILC Holdings, Inc.
Delaware
Janco Corporation
California
Johnson Liverpool LLC
Delaware
Kirkhill Inc.
Delaware
Korry Electronics Co.
Delaware
Leach Holding Corporation
Delaware
Leach International Corporation
Delaware
Leach Technology Group, Inc.
Delaware
MarathonNorco Aerospace, Inc.
Delaware
Mason Electric Co.
Delaware
McKechnie Aerospace DE, Inc.
Delaware
McKechnie Aerospace Holdings, Inc.
Delaware
McKechnie Aerospace US LLC
Delaware
NMC Group, Inc.
California
North Hills Signal Processing Corp.
Delaware
North Hills Signal Processing Overseas Corp.
Delaware
Norwich Aero Products, Inc.
New York
Palomar Products, Inc.
Delaware
Pexco Aerospace, Inc.
Delaware
PneuDraulics, Inc.
California
Racal Acoustics, Inc.
Delaware
Schneller LLC
Delaware
ScioTeq LLC
Delaware
Semco Instruments, Inc.
Delaware
Shield Restraint Systems, Inc.
Delaware
Skandia, Inc.
Illinois
Skurka Aerospace Inc.
Delaware
Symetrics Industries, LLC
Florida
Symetrics Technology Group, LLC
Florida




Name of Covered Guarantor
Jurisdiction of Incorporation
or Organization
TA Aerospace Co.
California
Tactair Fluid Controls, Inc.
New York
TDG ESL Holdings Inc.
Delaware
TEAC Aerospace Holdings, Inc.
Delaware
TEAC Aerospace Technologies, Inc.
Delaware
Telair International LLC
Delaware
Telair US LLC
Delaware
Texas Rotronics, Inc.
Texas
Transicoil LLC
Delaware
TREALITY SVS LLC
Delaware
Whippany Actuation Systems, LLC
Delaware
Young & Franklin Inc.
New York
17111 Waterview Pkwy LLC
Delaware





ANNEX B

Name of Other Guarantor
Jurisdiction of Incorporation
or Organization
Airborne Systems North America of NJ Inc.
New Jersey
Avionics Specialties, Inc.
Virginia
Avista, Incorporated
Wisconsin
AvtechTyee, Inc.
Washington
Bridport-Air Carrier, Inc.
Washington
HarcoSemco LLC
Connecticut
TransDigm UK Holdings plc
England and Wales