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Exhibit 5(a)
August 8, 2000
Science Applications
International Corporation
10260 Campus Point Drive
San Diego, CA 92121
Gentlemen:
I am the Senior Vice President and General Counsel of Science
Applications International Corporation (the "Company"). As such, I have acted as
your counsel in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") on August 8, 2000 under the Securities Act of
1933, as amended (the "Securities Act"). The Registration Statement covers the
offer and sale by (i) the Company of 114,400,000 shares (the "Company Shares")
of its Class A Common Stock, par value $0.01 per share (the "Class A Common
Stock"), and (ii) the Selling Stockholders, as defined in the prospectus which
constitutes a part of the Registration Statement (the "Prospectus"), of up to an
aggregate of 600,000 shares of Class A Common Stock (the "Selling Stockholder
Shares").
The Company Shares may be offered and sold directly by the Company, sold
by stockholders through the limited market maintained by Bull, Inc. (the sale of
which may be attributed to the Company), issued pursuant to the Company's
existing stock incentive and bonus plans or issued pursuant to the Company's or
its subsidiaries' other employee benefits plans (all such plans are hereinafter
referred to collectively as the "Employee Plans"). The Company Shares and the
Selling Stockholder Shares are being offered pursuant to the Prospectus.
I am generally familiar with the affairs of the Company. In addition, I
have examined and am familiar with originals or copies, certified or otherwise
identified to my satisfaction, of (i) the Registration Statement, (ii) the
Certificate of Incorporation and Bylaws of the Company as currently in effect,
(iii) resolutions adopted by the Board of Directors and the Operating Committee
thereof relating to the filing of the Registration Statement and the issuance of
the Company Shares thereunder, (iv) the Employee Plans and (v) such other
documents as I have deemed necessary or appropriate as a basis for the opinions
set forth below. In my examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such copies.
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Science Applications
International Corporation
August 8, 2000
Page 2
Based upon and subject to the foregoing, I am of the opinion that:
1. The Company Shares that are being offered and sold directly by the
Company have been duly authorized for issuance and when certificates therefor
have been duly executed, delivered and paid for, will be legally issued, fully
paid and nonassessable.
2. Any shares of Class A Common Stock sold by stockholders through the
limited market maintained by Bull, Inc. which are attributed to the Company have
been duly authorized for issuance and legally issued and are fully paid and
nonassessable.
3. The Company Shares that are being issued pursuant to the Employee
Plans have been duly authorized for issuance and, when certificates therefor
have been duly executed, delivered and paid for in accordance with the terms of
the Employee Plans, will be legally issued, fully paid and nonassessable.
4. The Selling Stockholder Shares have been duly authorized and are
legally issued, fully paid and nonassessable.
I hereby consent to the use of my name in the Registration Statement
under the caption "Legal Matters" and to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent, I do not thereby
admit that I come within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Douglas E. Scott
Senior Vice President
and General Counsel
