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This excerpt taken from the CVS 8-K filed Mar 13, 2009. EDGAR”),
except for required EDGAR formatting changes, to physical copies of the
documents submitted for our examination.
The primary purpose of our professional
engagement was not to establish or confirm factual matters or financial,
accounting or quantitative information. Furthermore,
many determinations
involved in the preparation of the Registration Statement, the Disclosure
Package and the Prospectus are of a wholly or partially non-legal character or
relate to legal matters outside the scope of our opinion separately delivered to
you today in respect of
certain matters under 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. As a result,
we are not passing upon,
and do not assume any responsibility for, the accuracy, completeness or fairness
of the statements contained in the Registration Statement,
the Disclosure Package and the
Prospectus, and we have not
ourselves checked the accuracy, completeness or fairness of, or otherwise
verified, the information furnished in such documents (except to the extent expressly set
forth in our opinion letter separately delivered to you today as to statements included in the
Prospectus under the captions “Description of the Notes,” “Description of
Debt Securities” and “Certain United States Federal Income Tax
Considerations”). However, in the course of
our acting as counsel to the Company in connection with the preparation of
the Registration Statement,
the Disclosure Package and the Prospectus, we have generally reviewed and discussed
with your representatives and your counsel and with certain officers and employees
of, and independent public accountants for, the Company the information
furnished, whether or not subject to our check and
verification. We
have also reviewed and relied upon certain corporate records and documents,
letters from counsel and accountants and oral and written statements of officers
and other representatives of the Company and others as to the existence and
consequence of certain factual and other matters.
On the basis of the information gained
in the course of the performance of the services rendered above, but without
independent check or verification except as stated above:
(i) the Registration Statement and the
Prospectus appear on their face to be appropriately responsive in all material
respects to the requirements of the Act and the applicable rules and regulations
of the Commission thereunder; and
(ii) nothing has come to our attention
that causes us to believe that, insofar as relevant to the offering of
the Securities,:
(a) on the date of the Underwriting
Agreement, the Registration
Statement contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading,
(b) at the Applicable Time, the Disclosure Package contained any
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or
(c) the Prospectus as of the date of the Underwriting
Agreement or as of the date
hereof contained or contains any untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
In providing this letter to you and the
other several Underwriters,
we have not been called to pass upon, and we express no view regarding, the financial statements or financial
schedules or other financial or accounting data included in the Registration Statement,
the Disclosure Package, the Prospectus, or the Statement of Eligibility of
the Trustee on Form T-1. In addition, we express no view as to the conveyance of the Disclosure
Package or the information contained therein to investors.
This
letter is delivered solely to you and the other several Underwriters in
connection with the Underwriting Agreement. This letter 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.
2
EXHIBIT
D
March 13,
2009
Barclays
Capital Inc.
Banc
of America Securities LLC
Deutsche
Bank Securities Inc.
Morgan
Stanley & Co. Incorporated and
Wachovia
Capital Marktes, 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:
I am
General Counsel and Secretary of CVS Caremark Corporation, a Delaware
corporation (the “ |
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