Exhibit 5.1
 |
2000 Pennsylvania Ave., NW
Washington, D.C.
20006-1888
Telephone: 202.887.1500
Facsimile: 202.887.0763
www.mofo.com
|
morrison & foerster llp
new york, san francisco,
los angeles, palo alto,
sacramento, san diego,
denver, northern virginia,
washington, d.c.
tokyo, london, brussels,
beijing, shanghai, hong kong,
singapore
|
January 14, 2019
Science Applications International Corporation
12010 Sunset Hills Boulevard
Reston, Virginia 20190
Reston, Virginia 20190
RE: Science Applications International Corporation Third
Amended and Restated 2012 Long Term Performance Plan
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 1,573,683 shares (the “Shares”) of the Common Stock, $0.0001 par value (the “Common Stock”), of Science Applications International
Corporation (the “Company”), which will be issuable from time to time under the Science Applications International Corporation Third Amended and Restated 2012 Long Term
Performance Plan (the “Plan”).
As your counsel in connection with the Registration Statement, we have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to
be taken by the Company in with the authorization, issuance and sale of the Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing. For the purpose of the opinion rendered below, we have assumed that in connection with the
issuance of the Shares, the Company will receive consideration in an amount not less than the aggregate par value of the Shares covered by each such issuance.
Based upon and subject to the foregoing, it is our opinion that following (i) effectiveness of the Registration Statement, (ii) issuance
of the Shares pursuant to the terms of the Plan, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Directors or a duly authorized committee thereof and the Plan, the
Shares will be validly issued, fully paid and nonassessable. The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, the Delaware Constitution and reported judicial decisions interpreting those laws, each
as currently in effect.
Science Applications International Corporation
January 14, 2019
Page Two
This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the
foregoing subsequent to the effective date of the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby
admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Securities and Exchange Commission thereunder.
|
|
Very truly yours,
/s/ Morrison & Foerster LLP Morrison & Foerster LLP
|