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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 5,500,000 shares (the "Shares") of common stock,
par value $.01 per share, of the Company, issuable under the terms of the Plans
(as defined below). Of such Shares, 1,500,000 shares are issuable under The
Titan Corporation 2000 Employee Stock Purchase Plan (the "Stock Purchase Plan")
and 4,000,000 shares are issuable under The Titan Corporation 2000 Employee and
Director Stock Option and Incentive Plan (the "Stock Option Plan" and, together
with the Stock Purchase Plan, the "Plans"). 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 Stock Purchase Plan, as certified by
the Secretary of the Company on the date hereof as
then being complete, accurate and in effect.
3. A copy of the Stock Option Plan, as certified by the
Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
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.
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6. A certificate of good standing of the Company issued
by the Secretary of State of the State of Delaware
dated June 15, 2000.
7. Resolutions of the Board of Directors of the Company
adopted at a meeting held on February 17, 2000, as
certified by the Secretary of the Company on the date
hereof as being complete, accurate and in effect.
8. Resolutions of the stockholders of the Company
adopted at a meeting held on May 31, 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 following (i) effectiveness of the Registration
Statement, (ii) issuance of the Shares pursuant to the terms contemplated in
the Plans and (iii) receipt by the Company of the consideration for the
Shares in accordance with the terms of the Plans (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.
