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EXHIBIT 5.1
June 30, 2000
Board of Directors
LCC International, Inc.
7925 Jones Branch Drive
McLean, Virginia 22102
Ladies and Gentlemen:
We are acting as counsel to LCC International, Inc., a Delaware
corporation (the "COMPANY"), in connection with its registration, pursuant to a
registration statement on Form S-8, as amended (the "REGISTRATION STATEMENT")
filed with the Securities and Exchange Commission, of 4,210,000 shares of the
Company's Class A Common Stock, par value $.01 per share (the "SHARES"),
issuable upon exercise of options granted under the LCC International, Inc. 1996
Employee Stock Option Plan, as amended (the "EMPLOYEE PLAN") and the LCC
International, Inc. Directors Stock Option Plan, as amended (the "DIRECTORS
PLAN" and together with the Employee Plan, the "PLANS"). This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection
with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. Copies of each of the Plans, as certified by the Secretary of
the Company on the date hereof as each being complete,
accurate and in effect.
3. The Restated Certificate of Incorporation of the Company, as
certified by the Secretary of the State of the State of
Delaware on June 30, 2000 and by the Secretary of the Company
on the date hereof as being complete, accurate, and in effect.
4. The Amended and Restated Bylaws of the Company, as certified
by the Secretary of the Company on the date hereof as being
complete, accurate, and in effect.
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5. Resolutions of the Board of Directors of the Company adopted
on December 16, 1999 and February 1, 2000, as certified by the
Secretary of the Company on the date hereof as being complete,
accurate, and in effect.
6. Resolutions of the stockholders of the Company adopted on May
16, 2000, as certified by the Secretary of the Company on the
date hereof as being complete, accurate and in effect.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the
Delaware General Corporation Law, as amended. We express no opinion herein as to
any other laws, statutes, ordinances, rules, or regulations. As used herein, the
term "Delaware General Corporation Law, as amended" includes the statutory
provisions contained therein, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the
opinion that when issued and delivered in the manner and on the terms
contemplated in the Registration Statement, the Plans and the stock option
agreements effecting grants thereunder, with the Company having received the
consideration therefore, the form of which is in accordance with applicable law,
the Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for your use in connection
with the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit
5.1 to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
