Attached files
file | filename |
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S-1/A - S-1/A - ADS Tactical, Inc. | y03683a4sv1za.htm |
EX-4.1 - EX-4.1 - ADS Tactical, Inc. | y03683a4exv4w1.htm |
EX-3.2 - EX-3.2 - ADS Tactical, Inc. | y03683a4exv3w2.htm |
EX-3.1 - EX-3.1 - ADS Tactical, Inc. | y03683a4exv3w1.htm |
EX-10.6 - EX-10.6 - ADS Tactical, Inc. | y03683a4exv10w6.htm |
EX-10.4 - EX-10.4 - ADS Tactical, Inc. | y03683a4exv10w4.htm |
EX-10.8 - EX-10.8 - ADS Tactical, Inc. | y03683a4exv10w8.htm |
EX-10.5 - EX-10.5 - ADS Tactical, Inc. | y03683a4exv10w5.htm |
EX-23.2 - EX-23.2 - ADS Tactical, Inc. | y03683a4exv23w2.htm |
EX-10.27 - EX-10.27 - ADS Tactical, Inc. | y03683a4exv10w27.htm |
EX-10.24 - EX-10.24 - ADS Tactical, Inc. | y03683a4exv10w24.htm |
EX-10.25 - EX-10.25 - ADS Tactical, Inc. | y03683a4exv10w25.htm |
EX-10.28 - EX-10.28 - ADS Tactical, Inc. | y03683a4exv10w28.htm |
EX-10.26 - EX-10.26 - ADS Tactical, Inc. | y03683a4exv10w26.htm |
Exhibit 5.1
July 18, 2011
ADS Tactical, Inc.
621 Lynnhaven Parkway, Suite 400
Virginia Beach, Virginia 23452
621 Lynnhaven Parkway, Suite 400
Virginia Beach, Virginia 23452
Re: | Registration Statement No. 333-172118; Initial Public Offering of
Shares of Common Stock of ADS Tactical, Inc. |
Ladies and Gentlemen:
We have acted as special counsel to ADS Tactical, Inc., a Delaware corporation (the
Company), in connection with the proposed initial public offering of (a) up to 9,000,000 shares
of common stock of the Company, par value $0.001 per share (the Common Stock), to be offered by
the Company (the Company Shares) and (b) up to 3,000,000 shares of Common Stock (the Selling
Stockholder Shares and, together with the Company Shares, the Shares) to be offered by certain
stockholders of the Company (the Selling Stockholders). The Shares are included in a
registration statement on Form S-1 under the Securities Act of 1933, as amended (the Act), filed
with the Securities and Exchange Commission (the Commission) on February 8, 2011 (Registration
No. 333-172118) (as amended, the Registration Statement). The term Company Shares shall also
include any additional shares of Common Stock to be offered by the Company; the term Selling
Stockholder Shares shall also include any additional shares of Common Stock to be offered by the
Selling Stockholders; and the term Shares shall also include all additional shares of Common
Stock referred to in the preceding clauses of this sentence, in each case registered by the Company
pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the
Registration Statement. This opinion is being furnished in connection with the requirements of Item
601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter
pertaining to the contents of the Registration Statement or related Prospectus, other than as
expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter. With your consent, we have relied upon
certificates and other assurances of officers of the Company and others as to factual matters
without having independently verified such factual matters. We are opining herein as to the
General Corporation Law of the State of Delaware (DGCL), and we express no opinion with
respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of
the date hereof:
1. | When the Company Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Company Shares will have been duly authorized by all necessary corporate action of the Company, and the Company Shares will be validly issued, and the Company Shares will be fully paid and nonassessable; and | ||
2. | The Selling Stockholder Shares have been duly authorized by all necessary corporate action of the Company, and are validly issued, and the Selling Stockholder Shares are fully paid and nonassessable. |
In rendering the foregoing opinions, we have assumed that the Company will comply with all
applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be
relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of
the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to
the reference to our firm in the Prospectus under the heading Legal Matters. We further consent
to the incorporation by reference of this letter and consent into any registration statement filed
pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very truly yours, Latham & Watkins LLP |
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