Common use of Documents Examined Clause in Contracts

Documents Examined. In rendering the opinions set forth herein, we have examined originals or copies identified to our satisfaction of (i) the certificate of incorporation of the Company, as amended (the "Charter"), (ii) the bylaws of the Company, as amended (the "Bylaws"), (iii) the Underwriting Agreement, (iv) the registration statement on Form S-3 (Reg. No. 333-[ ]) (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") on May [ ], 2020, which became automatically effective upon filing, (v) the preliminary prospectus supplement of the Company dated May [ ], 2020, which was filed by the Company with the Commission on May [ ], 2020 pursuant to Rule 424(b)(5) promulgated under the Securities Act (the "Preliminary Prospectus Supplement"), including the accompanying base prospectus dated May [ ], 2020 (the "Base Prospectus") which was filed by the Company with the Commission on May [ ], 2020 pursuant to Rule 424(b)(5) promulgated under the Securities Act, (vi) the "Disclosure Package" as of the Applicable Time (which, for purposes of this letter, includes only the Preliminary Prospectus Supplement), (vii) the final prospectus supplement of the Company dated May [ ], 2020 (together with the Base Prospectus, the "Prospectus ") which was filed by the Company with the Commission on May [ ], 2020 pursuant to Rule 424(b)(5) promulgated under the Securities Act. We have also examined such other corporate documents and records of the Company and made such other investigation as we have deemed necessary or appropriate to render the opinions set forth below. As to matters of fact material to our opinions set forth below, we have relied, without independent investigation or inquiry, on representations made in the Underwriting Agreement and on certificates and other inquiries of officers or agents of the Company. We have also relied upon certificates of public officials and relevant public records.

Documents Examined. In rendering the opinions set forth herein, we We have examined originals or copies identified to our satisfaction of the following documents each, unless otherwise indicated, dated as of the date hereof: (a) the Credit Agreement; (b) each promissory note made by the Borrower in favor of each Lender evidencing Loans made by such Lender (each a “Note”); (c) the Guaranty; (d) the Security Agreement; (e) the Grant of Trademark Security Interest made by the Borrower in favor of Agent; (f) the Grant of Patent Security Interest made by (i) the certificate Borrower in favor of incorporation of the Company, as amended (the "Charter"), Agent and (ii) the bylaws Guarantors in favor of Agent; (g) a certificates of good standing issued by the Secretary of State of the CompanyState of Delaware (i) dated September 26, as amended 2017 for the Borrower and (ii) dated September 26, 2017 for Quidel Cardiovascular Inc., a Delaware corporation (the "Bylaws"“Delaware Guarantor”) (together, the “Good Standing Certificates”); (h) resolutions adopted by, and minutes of the meetings of, the board of directors of the Borrower and resolutions adopted by the board of directors of the Delaware Guarantor, in each case, authorizing the execution, delivery and performance of the Credit Agreement and the other Transaction Documents by the Borrower and Delaware Guarantor (iiitogether, the “Resolutions”); (i) the Underwriting AgreementRestated Certificate of Incorporation, (iv) the registration statement on Form S-3 (Reg. No. 333-[ ]) (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") on May [ ], 2020, which became automatically effective upon filing, (v) the preliminary prospectus supplement of the Company dated May [ ], 2020, which was filed by the Company with the Commission on May [ ], 2020 pursuant to Rule 424(b)(5) promulgated under the Securities Act (the "Preliminary Prospectus Supplement"), including the accompanying base prospectus dated May [ ], 2020 (the "Base Prospectus") which was filed by the Company with the Commission on May [ ], 2020 pursuant to Rule 424(b)(5) promulgated under the Securities Act, (vi) the "Disclosure Package" as of the Applicable Time (which, for purposes of this letter, includes only the Preliminary Prospectus Supplement), (vii) the final prospectus supplement of the Company dated May [ ], 2020 (together with the Base ProspectusCertificate of Designations of Series C Junior Participating Preferred Stock and Amended and Restated Bylaws of the Borrower, each as certified by the Chief Financial Officer of the Borrower, and the Certificate of Incorporation and Certificate of Amendment of Certificate of Incorporation and Bylaws of the Delaware Guarantor, each as certified by the Chief Financial Officer of the Delaware Guarantor (collectively, and together with the Resolutions, the "Prospectus "“Governing Documents”); (j) which was the Officer’s Certificate of the Loan Parties attached hereto as Exhibit A (the “Officer’s Certificate”); and (k) unfiled copies of the UCC-1 Financing Statements (the “Financing Statements”) listing Borrower and the Delaware Guarantor, each of as a debtor, and Bank of America, N.A., as Administrative Agent, as Secured Party, to be filed with the Delaware Secretary of State. The documents described in the foregoing clauses (a) through (f) are collectively referred to herein as the “Transaction Documents.” All documents evidencing the transaction contemplated by the Company with Credit Agreement or otherwise referenced in the Commission on May [ ]Credit Agreement, 2020 pursuant other than the Transaction Documents, are collectively referred to Rule 424(b)(5) promulgated under hereinafter as the Securities Act. We “Other Documents.” In rendering this opinion letter we have reviewed the Transaction Documents and the Other Documents and also examined such other certificates of public officials, corporate documents and records and other certificates and instruments, including the Good Standing Certificates, and such matters of the Company and made such other investigation law as we have deemed necessary or appropriate to enable us to render the opinions set forth belowherein expressed. As to matters various questions of fact material to our opinions set forth belowopinions, we have reliedrelied upon the statements and representations of the parties set forth in the Transaction Documents and the Good Standing Certificates, all without independent investigation or inquiry, on representations made in the Underwriting Agreement and on certificates and other inquiries of officers or agents of the Company. We have also relied upon certificates of public officials and relevant public recordsverification.

Documents Examined. In rendering the opinions set forth herein, we have examined originals or copies identified to our satisfaction of (i) the certificate of incorporation of the Company, as amended (the "“Charter"”), (ii) the bylaws of the Company, as amended (the "“Bylaws"”), (iii) the Underwriting Agreement, (iv) the registration statement on Form S-3 (Reg. No. 333-[ ]333-272718) (the "“Registration Statement"”) filed by the Company with the Securities and Exchange Commission (the "“Commission"”) under the Securities Act of 1933, as amended (the "“Securities Act"”) on May [ ]June 16, 20202023, which became automatically effective upon filing, (v) the preliminary “Disclosure Package” as of the Applicable Time, and (vi) the final prospectus supplement of the Company dated May [ ]February 20, 20202024, which was filed by the Company with the Commission on May [ ]February 20, 2020 2024 pursuant to Rule 424(b)(5) promulgated under the Securities Act (the "Preliminary “Prospectus Supplement"”), including the accompanying base prospectus dated May [ ]June 16, 2020 2023 (the "“Base Prospectus"” and, together with the Prospectus Supplement, the “Prospectus”) which was filed by the Company with the Commission on May [ ]June 16, 2020 pursuant to Rule 424(b)(5) promulgated under the Securities Act, (vi) the "Disclosure Package" as of the Applicable Time (which, for purposes of this letter, includes only the Preliminary Prospectus Supplement), (vii) the final prospectus supplement of the Company dated May [ ], 2020 (together with the Base Prospectus, the "Prospectus ") which was filed by the Company with the Commission on May [ ], 2020 2023 pursuant to Rule 424(b)(5) promulgated under the Securities Act. We have also examined such other corporate documents and records of the Company and made such other investigation as we have deemed necessary or appropriate to render the opinions set forth below. As to matters of fact material to our opinions set forth below, we have relied, without independent investigation or inquiry, on representations made in the Underwriting Agreement and on certificates and other inquiries of officers or agents of the Company. We have also relied upon certificates of public officials and relevant public records.