EX-5.1 43 a2054209zex-5_1.txt EXHIBIT 5.1 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. 600 Second Street, N.E. Hopkins, Minnesota 55343 Re: $400,000,000 8 1/2% Senior Subordinated Notes due 2011 ------------------------------------------------------ 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 Ann D. Davidson, 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, Reavis & Pogue ANNEX A SUBSIDIARY GUARANTORS NAME ---- 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.