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EXHIBIT 5.1
[LETTERHEAD OF HOGAN & HARTSON L.L.P.]
July 11, 2000
Board of Directors
The Titan Corporation
3033 Science Park Road
San Diego, CA 92121
Ladies and Gentlemen:
This firm has acted as special counsel to The Titan
Corporation, a Delaware corporation (the "Company"), in connection with its
registration, pursuant to a registration statement on Form S-8 (the
"Registration Statement"), of 575,000 shares (the "Shares") of common stock,
par value $.01 per share, of the Company, issuable upon exercise of options
outstanding under the AverStar, Inc. 1998 Long Term Incentive Plan (the
"Plan") on the date hereof. This 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 such registration.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Plan, as certified by the Secretary of
the Company on the date hereof as being complete,
accurate and in effect.
3. The Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 24, 2000, by and among
the Company, AverStar, Inc. and V T Acquisition Corp.
4. The Restated Certificate of Incorporation of the
Company with amendments thereto, as certified by the
Secretary of State of the State of Delaware on June
21, 2000 and as certified by the Secretary of the
Company on the date hereof as being complete,
accurate and in effect.
5. The Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as being
complete, accurate and in effect.
6. A certificate of good standing of the Company issued
by the Secretary of State of the State of Delaware
dated June 15, 2000.
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7. Resolutions of the Board of Directors of the Company
adopted at a meeting held on March 22, 2000, as
certified by the Secretary of the Company on the date
hereof as being complete, accurate and in effect.
8. A certificate of an officer of the Company, dated
July 11, 2000, as to certain facts relating to the
Company.
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 following (i) effectiveness of the Registration Statement, (ii)
issuance of the Shares on the terms contemplated in the Merger Agreement and
pursuant to the Plan and (iii) receipt by the Company of the consideration for
the Shares specified in the resolutions of the Board of Directors authorizing
the issuance thereof (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. 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.
