Is, and at the Effective Time will be, correct without such qualification. Furthermore, we have assumed that all representations contained in the Merger Agreement, as well as those representations contained in the Representation Letters,Īre, and at the Effective Time will be, true and complete in all material respects, and that any representation made in any of the documents referred to herein to the knowledge and belief (or similar qualification) of any person or party Merger Agreement without the waiver or modification of any such terms and conditions. To any other documents examined by us have acted, and will act, in accordance with the terms of such Merger Agreement and documents and that the Merger will be consummated at the Effective Time pursuant to the terms and conditions set forth in the We have assumed that all parties to the Merger Agreement and In our examination of documents, we have assumed the authenticity of original documents, the accuracy ofĬopies, the genuineness of signatures, and the legal capacity of signatories. The Merger Agreement and the exhibits thereto, the Representation Letters, and such other documents as we considered relevant to our analysis.
#WILMER HALE REGISTRATION#
In our capacity as counsel to LTX in the Merger, and for purposes of rendering this opinion, we have examined and relied upon the Registration Statement,
#WILMER HALE CODE#
All section references, unless otherwise indicated, are to the United States Internal Revenue Code of 1986, as amended (the ∼ode). Set forth in the Merger Agreement and the exhibits thereto or in the letters delivered to Wilmer Cutler Pickering Hale and Dorr LLP by Credence, LTX and Merger Sub containing certain representations of Credence, LTX and Merger Sub relevant to this Except as otherwise provided, capitalized terms not defined herein have the meanings Pursuant to the Merger Agreement, Merger Sub will merge with and into Credence (the Merger). Merger Agreement) by and among LTX Corporation, a Massachusetts corporation (LTX), Zoo Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of LTX (Merger Sub), and Credence SystemsĬorporation, a Delaware corporation (∼redence). To you in connection with the filing of a registration statement (the Registration Statement) on Form S-4, which includes the Joint Proxy/Prospectus relating to the Agreement and Plan of Merger dated as of June 20, 2008 (the Merger pursuant to Agreement and Plan of Merger among LTX Corporation, Zoo Merger Corporation, and Credence Systems Corporation
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
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