CVS Caremark Corporation (CVS)

SPECIAL COUNSEL TO THE BORROWER

June     , 2005

The Co-Syndication Agents,

the Documentation Agent

the Administrative Agent

and the lenders party

to the Credit Agreement referred to below

c/o The Bank of New York,

as Administrative Agent

Re:        CVS Corporation

Ladies and Gentlemen:

We have acted as special New York counsel to CVS Corporation, a Delaware corporation (the “Company”), in connection with the 5 Year Credit Agreement dated as of June     , 2005 among the Company, the lenders listed on the signature pages thereof (the “Lenders”), Bank of America, N.A., Credit Suisse First Boston and Wachovia Bank, National Association, as Co-Syndication Agents, Suntrust Bank, as Documentation Agent and The Bank of New York, as Administrative Agent (in such capacity, the “Administrative Agent”) (as in effect on the date hereof, the “Credit Agreement”). Capitalized terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

We have reviewed an executed copy of the Credit Agreement. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments, and have conducted such other investigations of fact and law, as we have deemed necessary or advisable for purposes of this opinion.

Based upon the foregoing, and subject to the qualifications and assumptions set forth herein, we are of the opinion that (i) the Credit Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, and (ii) the execution, delivery and

June     , 2005

performance by the Company of the Credit Agreement (x) require no consent or other action by or in respect of, or filing with, any governmental body, agency or official under New York State law, and (y) do not contravene, or constitute a default under, any provision of New York State law or regulation that in our experience is normally applicable to general business corporations in relation to transactions of the type contemplated by the Credit Agreement.

The foregoing opinions are subject to the following qualifications and assumptions:

(a) Our opinions are subject to the effects of applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability, and the enforceability of indemnification provisions may be limited by Federal or State laws or policies underlying such laws.

(b) We express no opinion as to the effect (if any) of any law of any jurisdiction (except the State of New York) in which any Lender is located that may limit the rate of interest that such Lender may charge or collect.

(c) We express no opinion as to the effect of Section 548 of the United States Bankruptcy Code or any similar provisions of State law.

(d) We have assumed, with your permission and without independent investigation, that (i) the Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (ii) the execution, delivery and performance by the Company of the Credit Agreement are within its corporate powers and have been duly authorized by all necessary corporate and other action, and (iii) the execution, delivery and performance by the Company of the Credit Agreement (x) require no consent or other action by or in respect of, or filing with, any governmental body, agency or official under United States federal law or the Delaware General Corporation Law and (y) do not contravene, or constitute a default under, any provision of (a) United States federal law or regulation or the Delaware General Corporation Law, or (b) the certificate of incorporation or bylaws of 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.

This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other person (other than an assignee permitted under Section 11.7 of the Credit Agreement) without our prior written consent.

Very truly yours,

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2005 FIVE YEAR CREDIT AGREEMENT