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This excerpt taken from the CVS 8-K filed Jan 19, 2007. Representation
Letters”) are true, complete and
correct and will remain true, complete and correct at all times up to and
including the Effective Time, and (iv) any representation made in the Merger
Agreement or the Representation Letters “to the knowledge of”,
or based on the belief of the Company or Caremark are true, complete and
correct and will remain true, complete and correct at all times up to and
including the Effective Time, in each case without such qualification. We
have also assumed that the parties have complied with and, if applicable,
will continue to comply with, the covenants contained in the Merger Agreement.
Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, it is our opinion that (i) the consummation of the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ |
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