Exhibit H - Form of Opinion of Counsel to the
Obligors



 


  EXHIBIT H





DESCRIPTION
OF OPINION OF OBLIGORS' COUNSEL





The opinions of Morgan,
Lewis & Bockius, LLP and Cooley Godward LLP, counsel to the
Obligors, which are called for by Section 5.1(n) of the Senior
Secured Credit Agreement dated as of February 23, 2000 (the "Credit Agreement"), among The Titan
Corporation, as Borrower, the Lenders from time to time party
thereto, Credit Suisse First Boston, as Administrative Agent, First
Union Securities, Inc., as Syndication Agent, and The Bank of Nova
Scotia, as Documentation Agent, shall be dated the Closing Date and
addressed to Credit Suisse First Boston, as Administrative Agent,
and the Lenders and shall be satisfactory in scope and form to the
Administrative Agent and its counsel.  Capitalized terms not
defined herein shall have the meanings assigned to such terms in
the Credit Agreement.  The opinion shall be to the effect
that:





Each Obligor is a corporation (or other entity) duly organized,
validly existing and in good standing under the laws of its
jurisdiction of incorporation or formation, has full power and
authority and is duly authorized to conduct the activities in which
it is now engaged, and is duly licensed or qualified and is in good
standing as a foreign corporation (or other entity) in each
jurisdiction in which the character of the properties owned or
leased by it or the nature of the business transacted by it makes
such licensing or qualification necessary.





Each Obligor has corporate (or other) power and authority and is
duly authorized to enter into and perform its obligations under the
Loan Documents.





The Loan Documents have been duly authorized, executed and
delivered by each Obligor and constitute the valid and binding
contracts and agreements of each Obligor, enforceable in accordance
with their respective terms, except as enforceability thereof may
be limited by (i) bankruptcy, insolvency, fraudulent conveyance or
similar laws affecting the enforcement of creditors' rights
generally, and (ii) equitable principles of general applicability
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).





No approval, consent or withholding of objection on the part of,
or filing, registration or qualification with, any governmental
body, Federal, state or local, is necessary in connection with the
lawful execution, delivery and performance of the Loan
Documents.












The execution and delivery by the Obligors of the Loan Documents
and the performance by the Obligors of the transactions
contemplated thereby do not and will not (a) violate, conflict with
or result in any default under (i) any order, writ, injunction or
decree of any court or governmental authority or agency binding
upon the Obligors or to which the Obligors are subject, (ii) the
Organic Documents of the Obligors or (iii) any material contractual
obligation of the Obligors or the HIGH TIDES Documents or (b)
result in the creation or imposition of any Lien upon any of the
assets or properties of the Obligors (other than Liens created
pursuant to the Collateral Documents).





Neither the execution, delivery or perfor­mance by any of
the Obligors of the Loan Documents nor the compli­ance by the
Obligors with the terms and provisions thereof will contravene any
provision of any applicable laws, rules and regula­tions
(includ­ing, without limita­tion, Regula­tions T, U and
X of the Feder­al Reserve Board).





The delivery to the Administrative Agent of the certificates
representing the Pledged Interests (as defined in the Borrower
Pledge Agreement and the Subsidiary Pledge Agreement), together
with the execution of each of the Borrower Pledge Agreement and the
Subsidiary Pledge Agreement, is effective to create in favor of the
Administrative Agent on behalf of the Lenders a valid and perfected
security interest in the Pledged Interests to secure the
Obligations.  No interest of any other creditor of any of the
Obligors is equal or prior to the security interest of the
Administrative Agent on behalf of the Lenders in the Pledged
Interests.





The provisions of the Borrower Security Agreement and the
Subsidiary Security Agreement (collectively, the "Security
Agreements") are effective to create, in favor of the
Administrative Agent for the benefit of the Lenders to secure the
Obligations, a valid security interest in each Obligor's rights in
that portion of the Collateral (as defined in the Security
Agreements) pledged by it which is subject to Article 9 of the
UCC.












The UCC-1 financing statements executed in connection with the
Security Agreements (the "Financing Statements") are in appropriate
form for filing in each of the filing offices identified on
Schedule __ (the "Filing Offices") under the UCC, and the
description (including the exhibits attached thereto) of the
property in which a security interest is granted pursuant to the
respective Collateral Documents is a sufficient description of the
property in which such security interest is created, to the extent
a security interest in such property is governed by the UCC of the
applicable jurisdiction.  To the extent that the filing of a
financing statement can be effective to perfect a security interest
in the Collateral under the UCC, the security interest in favor of
the Administrative Agent for the benefit of the Lenders in that
portion of the Collateral described in the Financing Statements
will be perfected upon the filing of the Financing Statements in
the respective Filing Offices.





To the extent that the federal trademark laws of the United
States are applicable, the interest of the Administrative Agent
created pursuant to the provisions of the Security Agreements in
the United States registered trademarks and trademark applications
set forth on Schedule III to the Security Agreements (the
"Trademarks") shall be effective against subsequent purchasers of
such Trademarks upon recordation of the Trademark Security
Agreements in the United States Patent and Trademark Office within
three months of the date hereof.





To the extent that the federal copyright laws of the United
States are applicable, the interest of the Administrative Agent
created pursuant to the provisions of the Security Agreements in
the United States registered copyrights set forth on Schedule IV to
the Security Agreements (the "Copyrights") shall be effective
against subsequent "transfers of copyright ownership" (as that term
is defined in Section 101 of the United States Copyright Act, 17
U.S.C. § 101) upon recordation of the Copyright Security
Agreements in the United States Copyright Office within one month
of the date hereof.





To the extent that the federal patent laws of the United States
are applicable, the interest of the Administrative Agent created
pursuant to the provisions of the Security Agreements in the United
States patents and patent applications set forth on Schedule II to
the Security Agreements (the "Patents") shall be effective against
subsequent purchasers or mortgagees of such Patents upon
recordation of the Patent Security Agreement in the United States
Patent and Trademark Office within three months of the date
hereof.





None of the Obligors is, after giving effect to the transactions
contemplated by the Loan Documents and the application of the net
proceeds from the making of the Loans under the Credit Agreement
(i) an "investment company" required to register as such under the
Investment Company Act of 1940, as amended, or (ii) a "holding
company," or a "subsidiary company" of a "holding company," or an
"affiliate" of a "holding company" or of a "subsidiary company" of
a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, as amended.





There are no actions, suits or proceedings pending or threatened
which could reasonably be expected to have a Material Adverse
Effect.












The opinion of Morgan,
Lewis & Bockius, LLP shall cover such other matters relating to
the Loan Documents as the Administrative Agent or its counsel may
reasonably request.  With respect to matters of fact on which
such opinion is based, such counsel shall be entitled to rely on
appropriate certificates of public officials and officers of the
Obligors.