Attached files
file | filename |
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S-1/A - FORM S-1/A - Booz Allen Hamilton Holding Corp | w77668a4sv1za.htm |
EX-3.1 - EX-3.1 - Booz Allen Hamilton Holding Corp | w77668a4exv3w1.htm |
EX-23.2 - EX-23.2 - Booz Allen Hamilton Holding Corp | w77668a4exv23w2.htm |
EX-24.2 - EX-24.2 - Booz Allen Hamilton Holding Corp | w77668a4exv24w2.htm |
EX-10.16 - EX-10.16 - Booz Allen Hamilton Holding Corp | w77668a4exv10w16.htm |
Exhibit 5.1
[Letterhead of Debevoise & Plimpton LLP]
November 4, 2010
Booz Allen Hamilton Holding Corporation
8283 Greensboro Drive
McLean, VA 22102
8283 Greensboro Drive
McLean, VA 22102
Registration Statement on Form S-1
of Booz Allen Hamilton Holding Corporation
(Registration No. 333-167645)
of Booz Allen Hamilton Holding Corporation
(Registration No. 333-167645)
Ladies and Gentlemen:
We have acted as special counsel to Booz Allen Hamilton Holding Corporation, a Delaware
corporation (the Registrant), in connection with the filing with the Securities and Exchange
Commission (the Commission) under the Securities Act of 1933, as amended (the Act), of a
Registration Statement on Form S-1 (File No. 333-167645) (the Registration Statement) relating to
an initial public offering (the Offering) of 14,000,000 shares (the Primary Shares) of the
Registrants Class A Common Stock, par value $0.01 per share (the Common Stock), to be issued and
sold by the Company, 2,100,000 shares of Common Stock (the Optional Shares) to be sold by the Company
to the extent the underwriters for the Offering exercise their option to purchase additional shares
of Common Stock and any additional shares of Common Stock that may be registered in accordance with
Rule 462(b) under the Act (such additional shares, together with the Primary Shares, the Secondary
Shares and the Optional Shares, the Shares) pursuant to an underwriting agreement to be entered
into among the Registrant and the several underwriters named in Schedule I to the underwriting
agreement (the Underwriting Agreement).
2
November 4, 2010
Booz Allen Hamilton Holding Corporation |
In rendering the opinions expressed below, (a) we have examined and relied on the originals,
or copies certified or otherwise identified to our satisfaction, of such agreements, documents and
records of the Registrant and its subsidiaries and such other instruments and certificates of
public officials, officers and representatives of the Registrant and its subsidiaries and others as
we have deemed necessary or appropriate for the purposes of such opinions, (b) we have examined and
relied as to factual matters upon, and have assumed the accuracy of, the statements made in the
certificates of public officials, officers and representatives of the Registrant and its
subsidiaries and others delivered to us and the representations and warranties contained in or made
pursuant to the Underwriting Agreement and (c) we have made such investigations of law as we have
deemed necessary or appropriate as a basis for such opinions. In rendering the opinions expressed
below, we have assumed, with your permission, without independent investigation or inquiry, (i) the
authenticity and completeness of all documents submitted to us as originals, (ii) the genuineness
of all signatures on all documents that we examined, (iii) the conformity to authentic originals
and completeness of documents submitted to us as certified, conformed or reproduction copies and
(iv) the legal capacity of all natural persons executing documents.
Based upon and subject to the foregoing and the assumptions, qualifications and limitations
hereinafter set forth, we are of the opinion that the Shares to be sold to the Underwriters by the
Registrant pursuant to the Underwriting Agreement have been duly authorized and, when issued and
delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting
Agreement, will be validly issued, fully paid and non-assessable under the laws of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement,
to the reference to our firm under the caption Legal Matters in the Prospectus forming a part
thereof and to the incorporation by reference of this opinion and consent as exhibits to any
registration statement filed in accordance with Rule 462(b) under the Act relating to the Offering.
In giving such consent, we do not thereby concede that we are within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of the Commission
thereunder.
We are members of the bar of the State of New York. We express no opinion as to the laws of
any jurisdiction other than the laws of the State of Delaware as currently in effect.
Very truly yours,
/s/ Debevoise & Plimpton LLP