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Exhibit 5
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-4 (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 the Company of 20,000,000 shares of Class A Common Stock, par
value $0.01 per share (the "Class A Common Stock"), (the shares of Class A
Common Stock being offered by the Company are hereinafter referred to as the
"Shares") which may be offered and sold by the Company in connection with the
Company's acquisition, from time to time, of various businesses or business
operations. The Shares are being offered pursuant to a prospectus which
constitutes a part of the Registration Statement (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 Shares thereunder, and (iv) 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.
Based upon and subject to the foregoing, I am of the opinion that the
Shares that are being offered and sold by the Company have been duly authorized
for issuance and when certificates therefor have been duly executed, delivered
and paid for, will be validly issued, fully paid and nonassessable.
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Science Applications
International Corporation
August 8, 2000
Page 2
I hereby consent to the use of my name in the Registration Statement
under the caption "Legal Opinion" 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
