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Exhibit 5.1
June 30, 2000
Board of Directors
GTS Duratek, Inc.
10100 Old Columbia Road
Columbia, MD 21046
Ladies and Gentlemen:
We are acting as counsel to GTS Duratek, Inc., a Delaware corporation
(the "Company"), in connection with its registration statement on Form S-8, as
amended (the "Registration Statement"), filed with the Securities and Exchange
Commission relating to the registration of up to 5,000,000 shares (the "Shares")
of the Company's common stock, par value $ .01 per share, issuable under the GTS
Duratek, Inc. 1999 Stock Option and Incentive Plan (the "Plan"). 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. (S) 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. A copy of the Plan.
3. The Certificate of Incorporation of the Company, as amended, as
certified by the Secretary of the State of the State of Delaware
on May 15, 2000 and by the Secretary of the Company on the date
hereof as being complete, accurate, and in effect.
4. 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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5. Resolutions of the Board of Directors of the Company adopted at a
meeting held on November 2, 1999 as certified by the Secretary of
the Company on the date hereof as being complete, accurate, and in
effect, relating to the issuance and sale of the Shares and
arrangements in connection therewith.
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 the Shares, when issued and delivered in the manner and on the
terms contemplated in the Registration Statement and the Plan, will be validly
issued, fully paid, and non-assessable.
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,
HOGAN & HARTSON L.L.P.
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