UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  November 27, 2009

 

AECOM TECHNOLOGY CORPORATION

(Exact name of Registrant as specified in its charter)

 

Delaware

 

1-33447

 

61-1088522

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

555 South Flower Street, Suite 3700

Los Angeles, California  90071

(Address of Principal Executive Offices, including Zip Code)

 

Registrant’s telephone number, including area code  (213) 593-8000

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01.                                    Other Events.

 

AECOM Technology Corporation (the “Company”) is filing this Current Report on Form 8-K to provide the legal opinion of Gibson, Dunn & Crutcher LLP relating to the Company’s prospectus supplement dated November 27, 2009, to the Company’s shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-157646), which became effective upon filing with the Securities and Exchange Commission on March 3, 2009.   The Company filed the prospectus supplement to register the resale of up to 1,015,475 shares of common stock, issued in connection with a merger, by the selling stockholders from time to time.  A copy of the opinion of Gibson, Dunn & Crutcher LLP is filed as Exhibit 5.1 hereto and is hereby incorporated by reference into the Registration Statement.

 

Item 9.01                                       Financial Statements and Exhibits.

 

(d)  Exhibits

 

5.1       Opinion of Gibson, Dunn & Crutcher LLP.

 

23.1     Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 

 

AECOM TECHNOLOGY CORPORATION

 

 

 

 

Dated:  November 27, 2009

By:

/s/ DAVID Y. GAN

 

 

David Y. Gan

 

 

Vice President, Assistant General Counsel

 

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EXHIBIT INDEX

 

Exhibit

 

5.1

 

Opinion of Gibson, Dunn & Crutcher LLP.

 

 

 

23.1

 

Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

 

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Exhibit 5.1

 

[GIBSON, DUNN & CRUTCHER LLP Letterhead]

 

November 27, 2009

 

(213) 229-7000

 

C 04631-00005

 

(213) 229-7520

 

AECOM Technology Corporation

555 South Flower Street, Suite 3700

Los Angeles, California 90071

 

Re:                               AECOM Technology Corporation Prospectus Supplement, dated November 27, 2009

 

Ladies and Gentlemen:

 

We have examined the Prospectus Supplement, dated November 27, 2009 (the “Prospectus Supplement”), to the Registration Statement on Form S-3 (the “Registration Statement”), File No. 333-157646, of AECOM Technology Corporation, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale from time to time by the selling stockholders named therein of up to 1,015,475 shares of the Company’s common stock, par value $0.01 per share (the “Shares”).

 

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below.  In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

 

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

 



 

We consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on November 27, 2009 and to the incorporation by reference of this opinion in the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Prospectus Supplement.  In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

 

 

 

Very truly yours,

 

 

 

 

 

/s/ GIBSON, DUNN & CRUTCHER LLP

 

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