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These excerpts taken from the CVS 8-K filed Sep 11, 2009. Indenture”) between the
Company and The Bank of New York Trust Company, N.A., as Trustee (the “ Indenture”), between
the Company and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15
U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of
the Indenture (the “ These excerpts taken from the CVS 8-K filed Mar 13, 2009. Indenture”), between
the Company and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15
U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of
the Indenture (the “ Indenture”) between the
Company and The Bank of New York Trust Company, N.A., as
Trustee. Capitalized terms used herein and not otherwise defined
herein have the meanings given to them in the Underwriting
Agreement.
I have
examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I have deemed necessary for the purposes of
rendering this opinion. I have assumed the capacity of all natural
persons and the genuineness of all signatures.
Based
upon the foregoing, I am of the opinion that:
1. The
Company is duly qualified to do business as a foreign corporation in good
standing in all jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification, except to the extent that
the failure to be so qualified or in good standing would not have a Material
Adverse Effect; each of the Company’s Significant Subsidiaries has been duly
incorporated and is a validly existing corporation in good standing under the
laws of the jurisdiction of its incorporation, with corporate power and
authority to own, lease and operate its properties and to conduct its business
as described in the Preliminary Prospectus and the Prospectus; and each
Significant Subsidiary is duly qualified to transact business as a foreign
corporation and is in good standing in each other jurisdiction in which it owns
or leases property of a nature, or transacts business of a type, that would make
such qualification necessary, except to the extent that the failure to be so
qualified or in good standing would not have a Material Adverse
Effect.
2. Except
as stated in Exhibit A of the Underwriting Agreement, all of the outstanding
shares of capital stock of, or other ownership interests in, each of the
Company’s Significant Subsidiaries have been duly and validly authorized and
issued and are fully paid and non-assessable, and the shares of capital stock of
each Significant Subsidiary owned by the Company, directly or through
subsidiaries, are owned, free and clear of any security interest, claim, lien,
encumbrance or adverse interest of any nature.
3. The
execution, delivery and performance of the Indenture and the Underwriting
Agreement and the consummation of the transactions therein contemplated have
been duly authorized by all necessary corporate action on the part of the
Company and do not and will not conflict with or result in a breach or violation
of any of the terms and provisions of, and do not and will not constitute a
default (or an event which with the giving of notice or the lapse of time or
both would constitute a default) under, or result in the creation or imposition
of any lien,
charge or
encumbrance upon any material assets or properties of the Company or any of its
subsidiaries under, and neither the Company nor any of its subsidiaries is in
violation of (A) the charter, by-laws or other organizational documents of the
Company or any Significant Subsidiary, (B) to my knowledge, any statute, rule,
regulation, order or decree of any governmental or regulatory agency or body or
any court having jurisdiction over the Company or any subsidiary or any of their
properties, assets or operations or (C) to my knowledge, any indenture,
mortgage, loan or credit agreement, note, lease, permit, license or other
agreement or instrument to which the Company or any subsidiary is a party or by
which the Company or any subsidiary is bound or to which any of the properties,
assets or operations of the Company or any subsidiary is subject, except, in the
case of clauses (B) and (C), for such breaches or violations which would not
have a Material Adverse Effect.
4. Except
as described or incorporated by reference in the Preliminary Prospectus and the
Prospectus, there are no pending actions, suits or proceedings against the
Company, any of its subsidiaries or any of their respective properties, assets
or operations that would have a Material Adverse Effect, or could materially and
adversely affect the ability of the Company to perform its obligations under the
Underwriting Agreement, the Indenture or the Notes and no such actions, suits or
proceedings are, to my knowledge, threatened.
I am a
member of the Bar of the Commonwealth of Massachusetts and the foregoing opinion
is limited to the laws of the Commonwealth of Massachusetts, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.
This
opinion is rendered solely to you in connection with the above matter at the
request of the Company. This opinion may not be relied upon by you
for any other purpose or relied upon by or furnished to any other person without
our prior written consent.
Very truly yours,
____________________________
Zenon P. Lankowsky
General Counsel and
Secretary
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