Attached files
| file | filename |
|---|---|
| S-1 - AEROFLEX INC | v198376_s1.htm |
| EX-3.40 - AEROFLEX INC | v198376_ex3-40.htm |
| EX-3.45 - AEROFLEX INC | v198376_ex3-45.htm |
| EX-3.44 - AEROFLEX INC | v198376_ex3-44.htm |
| EX-3.35 - AEROFLEX INC | v198376_ex3-35.htm |
| EX-3.43 - AEROFLEX INC | v198376_ex3-43.htm |
| EX-23.2 - AEROFLEX INC | v198376_ex23-2.htm |
| EX-21.1 - AEROFLEX INC | v198376_ex21-1.htm |
| EX-3.41 - AEROFLEX INC | v198376_ex3-41.htm |
| EX-3.42 - AEROFLEX INC | v198376_ex3-42.htm |
| EX-12.1 - AEROFLEX INC | v198376_ex12-1.htm |
MOOMJIAN,
WAITE & COLEMAN
100
Jericho Quadrangle, Suite 225
Jericho,
New York 11753
|
October
6, 2010
|
Aeroflex
Incorporated
35 South
Service Road
P.O. Box
6022
Plainview,
NY 11803
Ladies
and Gentlemen:
We have acted as counsel for each of
Aeroflex Incorporated, a Delaware corporation (the “Company”), and the
subsidiaries of the Company listed on Schedule I hereto (collectively, the
“Guarantors”), in connection with the preparation and filing of the Registration
Statement on Form S-1 (the “Registration Statement”) by the Company and the
Guarantors with the Securities and Exchange Commission (“SEC”) under the
Securities Act of 1933, as amended (the “Act”), relating to the registration of
$225,000,000 aggregate principal amount of the Company’s 11.75% Senior Notes due
February 15, 2015 (the “Notes”), which Notes may be offered and sold from time
to time by certain affiliates of the Company in market-making
transactions. The Notes were issued by the Company pursuant to an
Indenture, dated August 7, 2008, among the Company, the Guarantors and The Bank
of New York Mellon Corporation, as Trustee (the “Indenture”), and are
unconditionally guaranteed, jointly and severally, by the Guarantors (the
“Guarantees”).
In connection with this opinion, we
have examined originals, telecopies or copies certified or otherwise identified
to our satisfaction of each of the (i) Registration Statement, (ii) Notes, (iii)
Guarantees and (ii) Indenture. We have also examined originals,
telecopies or copies certified or otherwise identified to our satisfaction, of
such records of the Company and the Guarantors and such other agreements,
certificates and documents of public officials, officers and other
representatives of the Company and the Guarantors and others, as we have deemed
necessary as a basis for our opinion set forth below.
We have relied, without independent
investigation, as to factual matters on the representations and warranties
contained in the Indenture, and on certifications of public officials and of
officers and other representatives of the Company and the
Guarantors.
We have assumed the legal capacity of
all natural persons executing the Indenture and such other agreements,
certificates or documents, the genuineness of all signatures thereon, the
authority of all persons signing the Indenture and such other agreements,
certificates and documents on behalf of the parties thereto other than officers
and other representatives of the Company and the Guarantors, the authenticity of
all documents submitted to us as originals, the conformity to the original of
all copies, telecopies, photostatic or conformed copies and the authenticity of
the originals of such latter documents. As to any facts material to
this opinion that were not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company and/or the Guarantors.
In rendering the opinions set forth
below, we have also assumed that, with respect to parties other than the Company
and the Guarantors: (i) each of the Indenture and the Guarantees has been duly
authorized by the parties thereto; (ii) the Indenture has been duly executed and
delivered by each party thereto; and (iii) the Indenture constitutes a legal,
valid and binding agreement of the parties thereto, enforceable against such
parties in accordance with its terms.
We have assumed further that the
execution, delivery and performance by the Guarantors of the Indenture and the
Guarantees do not and will not violate the laws of the respective jurisdictions
in which each of them is incorporated, organized or formed, as applicable, or
any other applicable law (excepting the law of the State of New York and the
federal laws of the United States).
Based on the foregoing and such other
investigations as we have deemed necessary and subject to the qualifications
included in this letter, we are of the opinion that:
1. The
Notes constitute valid and binding obligations of the Company.
2. The
Guarantees constitute valid and binding obligations of each of the Guarantors,
enforceable against such Guarantors in accordance with their terms.
Our opinions set forth above may be
limited by: (a) applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws from time to time in effect affecting
generally the enforcement of creditors’ rights and remedies; and (b) general
principles of equity, including, without limitation, principles of
reasonableness, good faith and fair dealing (regardless of whether enforcement
is sought in equity or at law).
We hereby consent to the filing of this
opinion with the SEC as an Exhibit 5.1 to the Registration Statement and to the
reference to this firm under the heading “Legal Matters” in the prospectus
included in the Registration Statement.
|
Very
truly yours,
|
|
|
/s/
Moomjian, Waite & Coleman, LLP
|
|
|
Moomjian,
Waite & Coleman, LLP
|
2
SCHEDULE
I
|
Name of Additional Registrant
|
State or Other
Jurisdiction of
Incorporation or
Organization
|
|
|
Aeroflex
Colorado Springs, Inc.
|
Delaware
|
|
|
Aeroflex
High Speed Test Solutions, Inc.
|
Delaware
|
|
|
Aeroflex/Inmet,
Inc.
|
Michigan
|
|
|
Aeroflex/KDI,
Inc.
|
Michigan
|
|
|
Aeroflex/Metelics,
Inc.
|
California
|
|
|
Aeroflex
Microelectronic Solutions, Inc.
|
Michigan
|
|
|
Aeroflex
Plainview, Inc.
|
Delaware
|
|
|
Aeroflex/Weinschel,
Inc.
|
Michigan
|
|
|
Aeroflex
Wichita, Inc.
|
Delaware
|
|
|
Aeroflex
Bloomingdale, Inc.
|
New
York
|
|
|
Aeroflex
RAD, Inc.
|
New
York
|
|
|
AIF
Corp.
|
Delaware
|
|
|
Comar
Products Inc.
|
New
Jersey
|
|
|
IFR
Finance, Inc.
|
Kansas
|
|
|
IFR
Systems, Inc.
|
Delaware
|
|
|
MCE
Asia, Inc.
|
Michigan
|
|
|
Micro-Metrics,
Inc.
|
New
Hampshire
|
|
|
VI
Technology Inc.
|
Texas
|
|
|
Aeroflex
Acquisition One, Inc.
|
Delaware
|
|
|
Aeroflex
Acquisition Two, Inc.
|
Delaware
|
|
|
Aeroflex
Acquisition Three, Inc.
|
Delaware
|
3