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This excerpt taken from the CVS 8-K filed Jan 19, 2007. Act
”),
relating to the proposed Merger. For the purposes of this opinion, capitalized
terms used but not defined herein shall have the meaning ascribed to such
terms in the Merger Agreement and the Joint Proxy Statement.
In preparing this opinion, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents, certificates, representations and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion set forth below. In the course of our review, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the due execution, delivery, enforceability and authorization of all such documents, the conformity to original documents of all documents submitted to us as photostatic copies and the authenticity of originals of such documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing. Any alteration or incorrectness of any matter on which we have relied could adversely affect our opinion.
In rendering such opinion, we have also assumed, with your permission, that (i) the Merger will be effected in accordance with the Merger Agreement, (ii) the statements concerning the Merger set forth in the Merger Agreement, the Registration Statement and the Joint Proxy Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (iii) the representations made by the Company and Caremark in their respective letters to us dated January 17, 2007 (the “ |
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