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This excerpt taken from the CVS 8-K filed Sep 11, 2009. Documents”) has been duly
incorporated and is validly existing and in good standing under the laws of the
jurisdiction of its organization. In addition, we have assumed that
the execution, delivery and performance by each party thereto of each Document
to which it is a party, (1) are within its corporate powers, (2) do not
contravene, or constitute a default under, the certificate of incorporation or
bylaws or other constitutive documents of such
party,
(3) require no action by or in respect of, or filing with, any governmental
body, agency or official, and (4) do not contravene, or constitute a default
under, any provision of applicable law or regulation or any judgment,
injunction, order or decree or any agreement or other instrument binding upon
such party, and that each Document has been duly authorized, executed and
delivered by each party thereto and that each document is a valid, binding and
enforceable agreement of each party thereto (other than the
Company).
We are
members of the Bar of the State of New York and the foregoing opinion is limited
to the laws of the State of New York and the General Corporation Law of the
State of Delaware.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and further consent to the reference to our name
under the caption “ These excerpts taken from the CVS 8-K filed Mar 13, 2009. Documents”) has been duly
incorporated and is validly existing and in good standing under the laws of the
jurisdiction of its organization. In addition, we have assumed that
the execution, delivery and performance by each party thereto of each Document
to which it is a party, (1) are within its corporate powers, (2) do not
contravene, or constitute a default under,
the
certificate of incorporation or bylaws or other constitutive documents of such
party, (3) require no action by or in respect of, or filing with, any
governmental body, agency or official, and (4) do not contravene, or constitute
a default under, any provision of applicable law or regulation or any judgment,
injunction, order or decree or any agreement or other instrument binding upon
such party, and that each Document has been duly authorized, executed and
delivered by each party thereto and that each document is a valid, binding and
enforceable agreement of each party thereto (other than the
Company).
We are
members of the Bar of the State of New York and the foregoing opinion is limited
to the laws of the State of New York and the General Corporation Law of the
State of Delaware.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and further consent to the reference to our name
under the caption “ Documents”), or the General
Corporation Law of the State of Delaware is required for the execution, delivery
and performance by the Company of its obligations under the Documents, except
such as may be required under federal or state securities or Blue Sky laws as to
which we express no opinion.
We have
considered the statements included in the Prospectus under the captions
“Description of the Notes” and “Description of the Debt Securities” insofar as
they summarize provisions of the Indenture and the Securities and under the
caption “Certain United States Federal Income Tax Considerations,” insofar as
they purport to describe provisions of U.S. federal income tax laws or legal
conclusions with respect thereto. In our opinion, such statements
fairly and accurately summarize these matters in all material
respects.
In
rendering the opinions in paragraphs (2) through (4) above, we have assumed that
each party to the Documents has been duly incorporated and is validly existing
and in good standing under the laws of the jurisdiction of its organization. In
addition, we have assumed that (i) the execution, delivery and performance by
each party thereto of each Document to which it is a party, (a) are within its
corporate powers, (b) do not contravene, or constitute a default under, the
certificate of incorporation or bylaws or other constitutive documents of such
party, (c) require no action by or in respect of, or filing with, any
governmental body, agency or official and (d) do not contravene, or constitute a
default under, any provision of applicable law or regulation or any judgment,
injunction, order or decree or any agreement or other instrument binding upon
such party, provided
that we make no such assumption to the extent that we have specifically
opined as to such matters with respect to the Company, and (ii) each Document
(other than the Underwriting Agreement) is a valid, binding and enforceable
agreement of each party thereto, other than as expressly covered above in
respect of the Company.
2
We are
members of the Bar of the State of New York, and the foregoing opinion is
limited to the laws of the State of New York, the federal laws of the United
States of America and the General Corporation Law of the State of Delaware,
except that we express no opinion as to any law, rule or regulation that is
applicable to the Company, the Documents or such transactions solely because
such law, rule or regulation is part of a regulatory regime applicable to any
party to any of the Documents or any of its affiliates due to the specific
assets or business of such party or such affiliate.
This
opinion is rendered solely to you and the other several Underwriters in
connection with the Underwriting Agreement. This opinion may not be
relied upon by you for any other purpose or relied upon by any other person
(including any person acquiring Securities from the several Underwriters) or
furnished to any other person without our prior written consent.
3
EXHIBIT
C
March 13,
2009
Barclays
Capital Inc.
Banc
of America Securities LLC
Deutsche
Bank Securities Inc.
Morgan
Stanley & Co. Incorporated and
Wachovia
Capital Markets, LLC
As Representatives of the several
Underwriters named in
Schedule I to the Underwriting
Agreement referred to below
c/o
Barclays Capital Inc.
745
Seventh Avenue
New York,
New York 10019
Ladies
and Gentlemen:
We have
acted as special counsel for CVS Caremark Corporation, a Delaware corporation
(the “ This excerpt taken from the CVS 8-K filed Sep 10, 2008. Documents”)
has been duly incorporated and is validly existing and in good standing under
the laws of the jurisdiction of its organization. In addition, we have assumed
that the execution, delivery and performance by each party thereto of each
Document to which it is a party, (1) are within its corporate powers, (2) do not
contravene, or constitute a default under, the certificate of incorporation or
bylaws or other constitutive documents of such party, (3) require no action by
or in respect of, or filing with, any governmental body, agency or official, and
(4) do not contravene, or constitute a default under, any provision of
applicable law or regulation or any judgment, injunction, order or decree or any
agreement or other instrument binding upon such party, and that each Document
has been duly authorized, executed and delivered by each party thereto and that
each document is a valid, binding and enforceable agreement of each party
thereto (other than the Company).
We are
members of the Bar of the State of New York and the foregoing opinion is limited
to the laws of the State of New York and the General Corporation Law of the
State of Delaware.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and further consent to the reference to our name
under the caption “ | EXCERPTS ON THIS PAGE:
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