December 19, 2000
DRS Technologies, Inc.
0 Xxxxxx Xxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Re: Standby Agreement by and between DRS Technologies, Inc.
and First Union Securities, Inc.
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Ladies and Gentlemen:
I am the General Counsel of DRS Technologies, Inc., a Delaware corporation
("DRS"), and have acted as counsel to DRS in connection with the standby
purchase arrangement relating to the redemption of DRS's 9% Senior Subordinated
Convertible Debentures due October 1, 2003 (the "9% Debentures").
In rendering the opinions set forth below, I have examined originals or
copies of: (i) the Standby Agreement; (ii) the Indenture relating to the 9%
Debentures dated September 22, 1995 (the "Indenture"); (iii) a Certificate of
Good Standing with respect to DRS issued by the Secretary of State of the State
of Delaware dated as of December 14, 2000; (iv) the Amended and Restated
Certificate of Incorporation and Amended and Restated By-laws of DRS in effect
as of the date hereof; (v) certain resolutions adopted by DRS's Board of
Directors by unanimous written consent dated as of December 1, 2000 with respect
to the Standby Agreement; (vi) the Registration Statement on Form S-3 of DRS,
including all documents incorporated by reference therein, filed with the
Securities and Exchange Commission (the "SEC") on December 19, 2000; and (vii)
such other documents and records as I considered necessary or appropriate for
purposes of this opinion.
Based solely upon the foregoing and subject to the qualifications and
assumptions set forth herein, I am of the opinion that:
1. DRS is a corporation duly incorporated and validly existing under the
laws of the State of Delaware.
2. The shares of Common Stock to be issued upon conversion of the 9%
Debentures and the shares of Common Stock to be sold to the Purchaser
pursuant to the Standby Agreement, in each case as contemplated by the
Registration Statement, will be, when so issued, validly issued, fully
paid and non-assessable.
DRS Technologies, Inc.
December 18, 2000
Page 2
I hereby consent to the filing of this opinion with the SEC as an exhibit
to the Registration Statement. In giving this consent I do not thereby admit
that I am within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the
SEC.
Very truly yours,
/s/ XXXX XXXXXXXX XXXX
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Xxxx Xxxxxxxx Xxxx
Executive Vice President, General Counsel
& Secretary
