Common use of Statements and Representations Clause in Contracts

Statements and Representations. In connection with such opinion to be rendered by each of you, and acknowledging that each of you will rely, with Parent's and Merger Sub's consent, upon the statements and representations made in this letter in rendering such opinion, Parent and Merger Sub hereby certify and represent to each of you that the statements and representations stated herein as they relate to Parent and Merger Sub are true, correct and complete in all respects at the date hereof and will be true, correct and complete in all respects as of the Effective Time (as if made as of the Effective Time): 1. The fair market value of Parent common stock ("Parent Stock"), Merger Cash and cash in lieu of fractional shares of Parent Stock received by holders of Company Stock ("Shareholders") will be approximately equal to the fair market value of Company common stock ("Company Stock") surrendered in the Merger. In connection with the Merger, no Shareholder will receive in exchange for Company Stock, directly or indirectly, any consideration from Parent other than Parent Stock, Merger Cash, and cash in lieu of fractional shares of Parent Stock. 2. Parent has no plan or intention: (i) to liquidate Company; (ii) to merge Company into another corporation; (iii) to sell or otherwise dispose of any Company Stock acquired by Parent pursuant to the Agreement, except for transfers and successive transfers to one or more corporations controlled in each transfer by the transferor corporation (within the meaning of Section 368(c) of the Code) at the time of transfer; or (iv) to cause Company to sell or otherwise dispose of any of its assets or of any of the assets of Merger Sub acquired in the Merger, except for (w) dispositions made in the ordinary course of business, (x) transfers and successive transfers to one or more corporations controlled in each transfer by the transferor corporation (within the meaning of Section 368(c) of the Code) at the time of transfer, (y) dispositions after which Company would continue to hold the amount of assets set forth in paragraph 3 below following the Merger (assuming the correctness of the representation set forth in paragraph 3 below), or (z) transfers to partnerships that satisfy the provisions of Treasury Regulation Section 1.368-1(d)(4)(iii)(B). 3. Assuming the correctness of the representation in paragraph 2 of the Company Officer's Certificate, following the Merger, Company will hold at least 90 percent of the fair market value of Company's net assets and at least 70 percent of the fair market value of Company's gross assets and at least 90 percent of the fair market value of Merger Sub's net assets and at least 70 percent of Merger Sub's gross assets held immediately prior to the Effective Time. For purposes of the representation in the immediately preceding sentence, amounts paid by Company or Merger Sub to dissenters, amounts paid by Company or Merger Sub to Shareholders who receive cash or other property, and amounts used by Company or Merger Sub to pay reorganization expenses will be included as assets of Company or Merger Sub, as the case may be, immediately prior to the Effective Time. 4. There is no intercorporate indebtedness existing between Parent and Company or between Merger Sub and Company. 5. Merger Sub is a corporation newly formed for the purpose of participating in the Merger and at no time prior to the Effective Time has had assets (other than nominal assets contributed upon the formation of Merger Sub, which assets will be held by Company following the Merger) or business operations. 6. Merger Sub will have no liabilities assumed by Company and will not transfer to Company any assets subject to liabilities in the Merger. 7. Prior to the Merger, Parent will be in control of Merger Sub within the meaning of Section 368(c) of the Code. Following the Merger, Parent will be in control of Company within the meaning of Section 368(c) of the Code. 8. Parent has no plan or intention to cause Company, after the Effective Time, to issue additional shares of stock that would result in Parent losing control of Company within the meaning of Section 368(c) of the Code. 9. Following the Merger, neither Parent nor any person related to Parent within the meaning of Treas. Reg. (S)(S) 1.368-1(e)(3), (e)(4) and (e)(5) has any plan or intention to purchase, redeem or otherwise reacquire any Parent Stock issued pursuant to the Agreement. 10. There is no intercorporate indebtedness existing between Parent and Company or between Merger Sub and Company that was issued, acquired, or will be settled at a discount. 11. In the Merger, shares of Company Stock representing control of Company (within the meaning of Section 368(c) of the Code) will be exchanged solely for "voting stock" of Parent (within the meaning of Sections 368(a)(1)(B) and (2)(E) of the Code). For purposes of this paragraph 10, Company Stock to be exchanged for cash or other property originating with Parent is treated as constituting outstanding Company Stock at the Effective Time. 12. Each of Parent and Merger Sub will pay their respective expenses, if any, incurred in connection with the Merger, and neither Parent nor Merger Sub has agreed to assume, nor will either directly or indirectly assume, any expense or other liability, whether fixed or contingent, of Company or any holder of Company Stock. The Company Stock acquired by Parent in the Merger will not be subject to any liabilities. 13. As of the Effective Time, neither Parent nor any person related to Parent within the meaning of Treas. Reg. (S)(S) 1.368-1(e)(3), (e)(4) and (e)(5) will own beneficially or of record, or will have owned beneficially or of record, during the five years immediately prior to the Effective Time, any stock of Company, or other securities, options, warrants or instruments giving the holder thereof the right to acquire Company Stock or other securities issued by Company. 14. Following the Merger, Company or Parent (or a member or members of the "qualified group," as defined in Treas. Reg. (S) 1.368-1(d)(4)(ii), that includes Parent as the "issuing corporation," as defined in Treas. Reg. (S)1.368-1(b)), will continue the historic business of Company (or, alternatively, if the Company has more than one line of business, will continue at least one significant line of the Company's historic business) or use a significant portion of Company's historic business assets in a business. 15. Neither Parent nor Merger Sub is an "investment company" as defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code. 16. Neither Parent nor Merger Sub will directly or indirectly provide funds to make payments in respect of Dissenting Shares. 17. Except for the Merger Cash and cash paid in lieu of fractional shares of Parent Stock, 100 percent of Company Stock outstanding immediately prior to the Effective Time will be exchanged for Parent Stock. The issuance in the Merger of cash in lieu of fractional shares of Parent Stock represents a mere mechanical rounding off solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. The total cash consideration that will be paid pursuant to the Agreement to Shareholders instead of issuing fractional Parent Stock will not exceed one percent of the total consideration that will be issued pursuant to the Agreement to Shareholders in exchange for their Company Stock. The fractional share interests of each Shareholder will be aggregated, and no Shareholder will receive cash in an amount equal to or greater than the value of one full share of Parent Stock on the Closing Date. 18. None of the compensation received by any stockholder-employees from Parent or from the Company following the Merger will be separate consideration for, or allocable to, any of their Company Stock. None of the Parent Stock received by any stockholder-employees will be given pursuant to any employment agreement. The compensation paid to any stockholder-employees by Parent or by the Company following the Merger will be for services actually rendered and will be commensurate with amounts that would be paid to third parties bargaining at arm's-length for similar services. 19. Parent has a bona fide business reason for engaging in the Merger. 20. The terms of the Agreement and all other agreements entered into in connection therewith are the product of arm's length negotiations. 21. The undersigned are authorized to make all of the representations set forth herein.

Statements and Representations. In connection with such opinion to be rendered by each of youopinions, and acknowledging that each of you will rely, with Parent's ’s and Merger Sub's ’s consent, upon the statements and representations made in this letter in rendering such opinion, Parent and Merger Sub hereby certify and represent to each of you that the statements and representations stated made herein as they relate to Parent and Merger Sub are true, correct and complete in all respects at the date hereof and will be true, correct and complete in all respects as of the Effective Time (as if made as of the Effective Time): 1. The fair market value of Parent common stock ("Parent Stock"), Merger Cash Common Stock and cash in lieu of fractional shares of Parent Common Stock received by holders of Company Common Stock ("Shareholders"“Company Stockholders”) other than Parent will be approximately equal to the fair market value of the Company common stock ("Common Stock surrendered by such Company Stock") surrendered Stockholders in the Merger. In connection with the Merger, no Shareholder Company Stockholder will receive in exchange for Company Common Stock, directly or indirectly, any consideration from Parent (or Merger Sub) other than Parent Stock, Merger Cash, Common Stock and cash in lieu of fractional shares of Parent Common Stock. 2. Except with respect to open market purchases of Parent has no plan or intention: (i) to liquidate Company; (ii) to merge Company into another corporation; (iii) to sell or otherwise dispose of any Company Common Stock acquired by Parent pursuant to Parent’s pre-existing general stock repurchase program that has not been created or modified in connection with the Agreement, except for transfers and successive transfers Merger (other than to one or more corporations controlled in each transfer by increase the transferor corporation (within authorized number of shares to enable Parent to reacquire on the meaning open market from unidentified sellers a number of Section 368(c) shares of Parent Common Stock approximately equal to the Code) at the time of transfer; or (iv) to cause Company to sell or otherwise dispose of any of its assets or of any of the assets of Merger Sub acquired number issued in the Merger, except for (w) dispositions made in the ordinary course of business, (x) transfers and successive transfers to one or more corporations controlled in each transfer by the transferor corporation (within the meaning of Section 368(c) of the Code) at the time of transfer, (y) dispositions after which Company would continue to hold the amount of assets set forth in paragraph 3 below following the Merger (assuming the correctness of the representation set forth in paragraph 3 below), or (z) transfers to partnerships that satisfy the provisions of Treasury Regulation Section 1.368-1(d)(4)(iii)(B). 3. Assuming the correctness of the representation in paragraph 2 of the Company Officer's Certificate, following the Merger, Company will hold at least 90 percent of the fair market value of Company's net assets and at least 70 percent of the fair market value of Company's gross assets and at least 90 percent of the fair market value of Merger Sub's net assets and at least 70 percent of Merger Sub's gross assets held immediately prior to the Effective Time. For purposes of the representation in the immediately preceding sentence, amounts paid by Company or Merger Sub to dissenters, amounts paid by Company or Merger Sub to Shareholders who receive cash or other property, and amounts used by Company or Merger Sub to pay reorganization expenses will be included as assets of Company or Merger Sub, as the case may be, immediately prior to the Effective Time. 4. There is no intercorporate indebtedness existing between Parent and Company or between Merger Sub and Company. 5. Merger Sub is a corporation newly formed for the purpose of participating in the Merger and at no time prior to the Effective Time has had assets (other than nominal assets contributed upon the formation of Merger Sub, which assets will be held by Company following the Merger) or business operations. 6. Merger Sub will have no liabilities assumed by Company and will not transfer to Company any assets subject to liabilities in the Merger. 7. Prior to the Merger, Parent will be in control of Merger Sub within the meaning of Section 368(c) of the Code. Following the Merger, Parent will be in control of Company within the meaning of Section 368(c) of the Code. 8. Parent has no plan or intention to cause Company, after the Effective Time, to issue additional shares of stock that would result in Parent losing control of Company within the meaning of Section 368(c) of the Code. 9. Following the Merger, neither Parent nor any person related to Parent within the meaning of Treas. Reg. (S)(S) Treasury Regulation Section 1.368-1(e)(3), (e)(4) and (e)(5) has any plan or intention to purchase, redeem or otherwise reacquire any Parent Common Stock issued pursuant to the Agreement. 103. There is Parent has no intercorporate indebtedness existing between Parent and Company plan or between Merger Sub and Company that was issued, acquiredintention: (i) to merge the Surviving Entity into another entity; (ii) to sell or otherwise dispose of any membership interests in the Surviving Entity held by Parent, or will be settled at a discount. 11. In (iii) to sell or otherwise dispose of, or to cause the Surviving Entity to sell or otherwise dispose of, any of Merger Sub’s assets or any of the assets of the Company acquired in the Merger, shares except that Parent may (w) make dispositions made in the ordinary course of business, (x) make transfers described in Section 368(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), or in the applicable Treasury Regulations, (y) effect a merger of the Surviving Entity into Parent, or (z) make occasional sales of the Surviving Entity’s assets for fair market value that do not prevent the continuation of the Company’s “historic business” or use of “historic business assets” as described in paragraph 7 below. 4. At all times since its formation, Merger Sub has been an entity wholly-owned directly by Parent and has been disregarded as separate from Parent for federal tax purposes. No Form 8832 has ever been filed with respect to Merger Sub to treat Merger Sub as other than a disregarded entity. 5. Immediately following the Effective Time, the Surviving Entity will be an entity wholly-owned directly by Parent and will be disregarded as separate from Parent for federal tax purposes. Other than a possible merger of the Surviving Entity into Parent, Parent has no plan or intention to take any action or to cause or allow the Surviving Entity to take any action, after the Effective Time, that would result in the Surviving Entity ceasing to be an entity wholly-owned by Parent that is disregarded as separate from Parent for federal tax purposes. 6. Except with respect to Parent’s ownership of approximately 21.0% of the Company Common Stock representing control and except pursuant to the Stock Purchase Agreement, as of Company (the Effective Time, neither Parent nor any person related to Parent within the meaning of Treasury Regulation Section 368(c1.368-1(e)(3), (e)(4) and (e)(5) will own beneficially or of record, or will have owned beneficially or of record during the five years immediately prior to the Effective Time, any stock of the Company, or other securities, options, warrants or instruments giving the holder thereof the right to acquire Company Common Stock or other securities offered by the Company. 7. Assuming the accuracy of paragraph 5 in the Company Representation Letter, following the Merger, Parent or the Surviving Entity (or a member or members of the “qualified group,” as defined in Treasury Regulation Section 1.368-1(d)(4)(ii), that includes Parent as the “issuing corporation,” as defined in Treasury Regulation Section 1.368-1(b)), will continue the “historic business” of the Company (or, alternatively, if the Company has more than one line of business, will continue at least one significant line of the Company’s “historic business”) or use a “significant portion” (at least 33 1/3 percent by value) of the Code) will be exchanged solely for "voting stock" of Parent Company’s “historic business assets” in a business (all within the meaning of Sections 368(a)(1)(B) and (2)(E) of the CodeTreasury Regulation Section 1.368-1(d)). For purposes of this paragraph 10representation, Company Stock to Parent will be exchanged for cash or other property originating with Parent is treated as constituting outstanding Company Stock at owning its proportionate share of the Effective TimeCompany’s business assets used in a business of any partnership in which members of Parent’s qualified group either own a significant interest or have active and substantial management functions as a partner with respect to that partnership business. 128. Each Except as provided in Sections 8.2 and 8.5 of the Agreement, each of Parent and Merger Sub has paid and will pay their only its respective expenses, if any, incurred in connection with the Merger, and neither Parent nor Merger Sub has agreed to assume, nor will either directly or indirectly assume, any expense or other liability, whether fixed or contingent, of any Company Stockholder. 9. There is no intercorporate indebtedness existing between Parent and the Company or any holder of between Merger Sub and the Company Stock. The Company Stock acquired by Parent in the Merger will not be subject to any liabilities. 13. As of the Effective Timethat was issued, neither Parent nor any person related to Parent within the meaning of Treas. Reg. (S)(S) 1.368-1(e)(3), (e)(4) and (e)(5) will own beneficially or of recordacquired, or will have owned beneficially or of record, during the five years immediately prior to the Effective Time, any stock of Company, or other securities, options, warrants or instruments giving the holder thereof the right to acquire Company Stock or other securities issued by Companybe settled at a discount. 14. Following the Merger, Company or Parent (or a member or members of the "qualified group," as defined in Treas. Reg. (S) 1.368-1(d)(4)(ii), that includes Parent as the "issuing corporation," as defined in Treas. Reg. (S)1.368-1(b)), will continue the historic business of Company (or, alternatively, if the Company has more than one line of business, will continue at least one significant line of the Company's historic business) or use a significant portion of Company's historic business assets in a business. 1510. Neither Parent nor Merger Sub is an "“investment company" ” as defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code. 16. Neither Parent nor Merger Sub will directly or indirectly provide funds to make payments in respect of Dissenting Shares. 17. Except for the Merger Cash and cash paid in lieu of fractional shares of Parent Stock, 100 percent of Company Stock outstanding immediately prior to the Effective Time will be exchanged for Parent Stock11. The issuance in the Merger of cash in lieu of fractional shares of Parent Common Stock represents a mere mechanical rounding off solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. The total cash consideration that will be paid pursuant to the Agreement to Shareholders instead in lieu of issuing fractional shares of Parent Common Stock will not exceed one [one] percent ([1]%) of the total consideration that will be issued pursuant to the Agreement to Shareholders the Stockholders in exchange for their Company Common Stock. The fractional share interests of each Shareholder Company Stockholder will be aggregated, and no Shareholder Company Stockholder, with the possible exception of Company Stockholders whose holdings are in multiple accounts or with multiple brokers, will receive cash in an amount equal to or greater than the value of one full share of Parent Common Stock on valued at the Parent Closing DatePrice. 1812. None of the compensation received by any stockholder-employees from Parent or from of the Company following the Merger will be separate consideration for, or allocable to, any of their the Company StockCommon Stock held by such stockholder-employee. None of the Parent Common Stock received by any stockholder-employees will be given pursuant consideration for services or allocable to any employment agreementarrangement. The compensation paid to any stockholder-employees by Parent or by the Company Surviving Entity following the Merger will be for services actually rendered and will be commensurate with amounts that would be paid to third parties bargaining at arm'sarm’s-length for similar services. 1913. Merger Sub is an entity newly formed for the purpose of participating in the Merger, and at no time prior to the Effective Time has had assets (other than nominal assets contributed upon the formation of Merger Sub, which assets will be held by the Surviving Entity following the Merger) or business operations. 14. In the Merger, Merger Sub will acquire all of the assets and liabilities of the Company, and the Company will cease its separate legal existence for all purposes. 15. Parent has a bona fide business reason for engaging in the Merger. 2016. The fair market value of the Company’s assets that will be transferred to Merger Sub in the Merger will equal or exceed the sum of the liabilities that will be assumed by Merger Sub plus the amount of liabilities, if any, to which the transferred assets will be subject. 17. The terms of the Agreement and all other agreements entered into in connection therewith are the product of arm's ’s length negotiations. 18. The Merger will be consummated in compliance with the terms of the Agreement, none of the material terms and conditions therein has been waived or modified, and Parent has no plan or intention to waive or modify any such terms or conditions. 19. Following the Merger, Parent and the Surviving Entity will comply with the record-keeping and filing requirements of Treasury Regulation Section 1.368-3. 20. Parent and Merger Sub are not aware of any facts or circumstances that would cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. 21. The undersigned are authorized to make all of the representations set forth herein.

Statements and Representations. In connection with such opinion to be rendered by each of youopinions, and acknowledging that each of you will rely, with Parent's and Merger Sub's the Company’s consent, upon the statements and representations made in this letter in rendering such opinion, Parent the Company hereby certifies and Merger Sub hereby certify and represent represents to each of you that the statements and representations stated made herein as they relate to Parent and Merger Sub the Company are true, correct and complete in all respects at the date hereof and will be true, correct and complete in all respects as of the Effective Time (as if made as of the Effective Time): 1. The fair market value of Parent common stock ("Parent Stock"), Merger Cash Common Stock and cash in lieu of fractional shares of Parent Common Stock received by holders of Company Common Stock ("Shareholders"“Company Stockholders”) other than Parent will be approximately equal to the fair market value of the Company common stock ("Common Stock surrendered by such Company Stock") surrendered Stockholders in the Merger. In connection with the Merger, no Shareholder Company Stockholder will receive in exchange for Company Common Stock, directly or indirectly, any consideration from Parent (or Merger Sub) other than Parent Stock, Merger Cash, Common Stock and cash in lieu of fractional shares of Parent Common Stock. 2. Parent has no plan Any dispositions, in contemplation or intention: (i) to liquidate Company; (ii) to merge Company into another corporation; (iii) to sell or otherwise dispose as part of any Company Stock acquired by Parent pursuant to the Agreement, except for transfers and successive transfers to one or more corporations controlled in each transfer by the transferor corporation (within the meaning of Section 368(c) of the Code) at the time of transfer; or (iv) to cause Company to sell or otherwise dispose of any of its assets or of any of the assets of Merger Sub acquired in the Merger, except for (w) dispositions made in the ordinary course of business, (x) transfers and successive transfers to one or more corporations controlled in each transfer assets held by the transferor corporation Company will be (within the meaning of Section 368(cor have been) of the Code) at the time of transfer, (y) dispositions after which Company would continue to hold the amount of assets set forth in paragraph 3 below following the Merger (assuming the correctness of the representation set forth in paragraph 3 below), or (z) transfers to partnerships that satisfy the provisions of Treasury Regulation Section 1.368-1(d)(4)(iii)(B)for full fair market value. 3. Assuming the correctness of the representation in paragraph 2 of Neither the Company Officer's Certificate, following the Merger, Company will hold at least 90 percent of the fair market value of Company's net assets and at least 70 percent of the fair market value of Company's gross assets and at least 90 percent of the fair market value of Merger Sub's net assets and at least 70 percent of Merger Sub's gross assets held immediately prior nor any person related to the Effective Time. For purposes of the representation in the immediately preceding sentence, amounts paid by Company or Merger Sub to dissenters, amounts paid by Company or Merger Sub to Shareholders who receive cash or other property, and amounts used by Company or Merger Sub to pay reorganization expenses will be included as assets of Company or Merger Sub, as the case may be, immediately prior to the Effective Time. 4. There is no intercorporate indebtedness existing between Parent and Company or between Merger Sub and Company. 5. Merger Sub is a corporation newly formed for the purpose of participating in the Merger and at no time prior to the Effective Time has had assets (other than nominal assets contributed upon the formation of Merger Sub, which assets will be held by Company following the Merger) or business operations. 6. Merger Sub will have no liabilities assumed by Company and will not transfer to Company any assets subject to liabilities in the Merger. 7. Prior to the Merger, Parent will be in control of Merger Sub within the meaning of Section 368(c) of the Code. Following the Merger, Parent will be in control of Company within the meaning of Section 368(c) of the Code. 8. Parent has no plan or intention to cause Company, after the Effective Time, to issue additional shares of stock that would result in Parent losing control of Company within the meaning of Section 368(c) of the Code. 9. Following the Merger, neither Parent nor any person related to Parent within the meaning of Treas. Reg. (S)(S) Treasury Regulation Sections 1.368-1(e)(3), (e)(4) ), and (e)(5) has any plan (other than Parent, by virtue of stock acquisitions in 2003 or intention to purchase, redeem or otherwise reacquire any Parent Stock issued pursuant to the Agreement. 10. There is no intercorporate indebtedness existing between Parent and Company Merger) has purchased, redeemed or between Merger Sub and Company that was issued, otherwise acquired, or will be settled at a discount. 11. In made any distributions with respect to, any Company Common Stock prior to or in contemplation of the Merger, shares or otherwise as part of a plan of which the Merger is a part. 4. The liabilities of the Company Stock representing control assumed by the Surviving Entity and the liabilities to which the assets of the Company (are subject were incurred by the Company in the ordinary course of its business. 5. The business currently carried on by the Company is its “historic business” within the meaning of Treasury Regulation Section 368(c) 1.368-1(d), and no assets of the Code) will be exchanged solely for "voting stock" Company have been sold, transferred or otherwise disposed of which would prevent Parent (within or the meaning of Sections 368(a)(1)(B) and (2)(E) Surviving Entity from continuing the “historic business” of the CodeCompany or from using a “significant portion” of the Company’s “historic business assets” in a business following the Merger, as such terms are used in Treasury Regulations Section 1.368-1(d). For purposes of this paragraph 10, Company Stock to be exchanged for cash or other property originating with Parent is treated as constituting outstanding Company Stock at the Effective Time. 126. Each Except as provided in Sections 8.2 and 8.5 of Parent the Agreement, the Company and Merger Sub each Company Stockholder has paid and will pay only their respective expenses, if any, incurred in connection with the Merger, and neither Parent nor Merger Sub the Company has not agreed to assume, nor and will not either directly or indirectly assume, any expense or other liability, whether fixed or contingent, of any Company Stockholder. 7. There is no intercorporate indebtedness existing between Parent and the Company or any holder of between Merger Sub and the Company Stockthat was issued, acquired, or will be settled at a discount. 8. The Company Stock acquired by Parent in the Merger will is not be subject to any liabilities. 13. As of the Effective Time, neither Parent nor any person related to Parent within the meaning of Treas. Reg. (S)(S) 1.368-1(e)(3), (e)(4) and (e)(5) will own beneficially or of record, or will have owned beneficially or of record, during the five years immediately prior to the Effective Time, any stock of Company, or other securities, options, warrants or instruments giving the holder thereof the right to acquire Company Stock or other securities issued by Company. 14. Following the Merger, Company or Parent (or a member or members of the "qualified group," as defined in Treas. Reg. (S) 1.368-1(d)(4)(ii), that includes Parent as the "issuing corporation," as defined in Treas. Reg. (S)1.368-1(b)), will continue the historic business of Company (or, alternatively, if the Company has more than one line of business, will continue at least one significant line of the Company's historic business) or use a significant portion of Company's historic business assets in a business. 15. Neither Parent nor Merger Sub is an "“investment company" ” as defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code. 169. Neither Parent nor Merger Sub will directly The Company is not under the jurisdiction of a court in a title 11 or indirectly provide funds to make payments in respect similar case within the meaning of Dissenting SharesSection 368(a)(3)(A) of the Code. 17. Except for the Merger Cash and cash paid in lieu of fractional shares of Parent Stock, 100 percent of Company Stock outstanding immediately prior to the Effective Time will be exchanged for Parent Stock10. The issuance in the Merger of cash in lieu of fractional shares of Parent Common Stock represents a mere mechanical rounding off solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. The total cash consideration that will be paid pursuant to the Agreement to Shareholders instead in lieu of issuing fractional shares of Parent Common Stock will not exceed one [one] percent ([1]%) of the total consideration that will be issued pursuant to the Agreement to Shareholders the Stockholders in exchange for their Company Common Stock. The fractional share interests of each Shareholder Company Stockholder will be aggregated, and no Shareholder Company Stockholder, with the possible exception of Company Stockholders whose holdings are in multiple accounts or with multiple brokers, will receive cash in an amount equal to or greater than the value of one full share of Parent Common Stock on valued at the Parent Closing DatePrice. 1811. None To the knowledge of the Company, (i) none of the compensation received by any stockholder-employees from Parent or from of the Company following the Merger will be separate consideration for, or allocable to, any of their the Company Stock. None Common Stock held by such stockholder-employee; (ii) none of the Parent Common Stock received by any stockholder-employees will be given pursuant consideration for services or allocable to any employment agreement. The arrangement; and (iii) the compensation paid to any stockholder-employees by Parent or by the Company Surviving Entity following the Merger will be for services actually rendered and will be commensurate with amounts that would be paid to third parties bargaining at arm'sarm’s-length for similar services. 1912. Parent In the Merger, the Company will transfer all of its assets and liabilities to Merger Sub, and the Company will cease its separate legal existence for all purposes. 13. The Company has a bona fide business reason for engaging in the Merger. 2014. The fair market value of the Company’s assets that will be transferred to Merger Sub in the Merger will equal or exceed the sum of the liabilities that will be assumed by Merger Sub plus the amount of liabilities, if any, to which the transferred assets will be subject. 15. At the Effective Time, there will be no accrued but unpaid dividends on the Company Stock. 16. The terms of the Agreement and all other agreements entered into in connection therewith are the product of arm's ’s length negotiations. 2117. The Merger will be consummated in compliance with the terms of the Agreement, none of the material terms and conditions therein has been waived or modified, and the Company has no plan or intention to waive or modify any such terms or conditions. 18. The Company is not aware of any facts or circumstances that would cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. 19. The undersigned are authorized to make all of the representations set forth herein.

Statements and Representations. In connection with such opinion to be rendered by each of you, and acknowledging that each of you will rely, with Parent's and Merger SubCIMA's consent, upon the statements and representations made in this letter in rendering such opinion, Parent CIMA hereby certifies and Merger Sub hereby certify and represent represents to each of you that the statements and representations stated herein as they relate to Parent and Merger Sub CIMA are true, correct and complete in all respects at the date hereof and will be true, correct and complete in all respects as of the Effective Time (as if made as of the Effective Time): 1. The fair market value of Parent common stock ("Parent Common Stock"), Merger Cash ) and cash in lieu of fractional shares of Parent Common Stock received by holders of Company CIMA Common Stock ("Shareholders") will be approximately equal to the fair market value of Company common stock ("Company Stock") CIMA Common Stock surrendered in the CIMA Merger. In connection with the CIMA Merger, no Shareholder Shareholders will receive in exchange for Company CIMA Common Stock, directly or indirectly, any consideration from Parent or C MergerCo other than Parent Stock, Merger Cash, Common Stock and cash in lieu of fractional shares of Parent Stockthereof. 2. Parent has no plan or intention: (i) to liquidate Company; (ii) to merge Company into another corporation; (iii) to sell or otherwise dispose of any Company Stock acquired by Parent pursuant to At the AgreementEffective Time, except for transfers and successive transfers to one or more corporations controlled in each transfer by the transferor corporation (within the meaning of Section 368(c) of the Code) at the time of transfer; or (iv) to cause Company to sell or otherwise dispose of any of its assets or of any of the assets of Merger Sub acquired in the Merger, except for (w) dispositions made in the ordinary course of business, (x) transfers and successive transfers to one or more corporations controlled in each transfer by the transferor corporation (within the meaning of Section 368(c) of the Code) at the time of transfer, (y) dispositions after which Company would continue to hold the amount of assets set forth in paragraph 3 below following the Merger (assuming the correctness of the representation set forth in paragraph 3 below), or (z) transfers to partnerships that satisfy the provisions of Treasury Regulation Section 1.368-1(d)(4)(iii)(B). 3. Assuming the correctness of the representation in paragraph 2 of the Company Officer's Certificate, following the Merger, Company CIMA will hold at least 90 percent (90%) of the fair market value of Company's its net assets and at least 70 percent (70%) of the fair market value of Company's gross assets and at least 90 percent of the fair market value of Merger Sub's net assets and at least 70 percent of Merger Sub's its gross assets held immediately prior to the Effective Time. For purposes of the representation in the immediately preceding sentencethis representation, amounts paid by Company or CIMA to dissenting Shareholders, amounts used by CIMA to pay Merger Sub to dissentersexpenses, amounts paid by Company CIMA to redeem stock, securities, warrants or options of CIMA as part of any overall plan of which the CIMA Merger Sub is part, amounts distributed by CIMA to Shareholders who receive cash or other property(except for any regular, normal dividends) as part of an overall plan of which the CIMA Merger is a part, and amounts used by Company or Merger Sub CIMA to pay reorganization expenses expenses, in each case will be included treated as constituting assets of Company or Merger Sub, as the case may be, CIMA immediately prior to the Effective Time. 43. There is no intercorporate indebtedness existing between Parent Except as provided in Section 9.05 of the Agreement, each of CIMA and Company or between Merger Sub and Company. 5. Merger Sub is a corporation newly formed for the purpose of participating in the Merger and at no time prior to the Effective Time Shareholders has had assets (other than nominal assets contributed upon the formation of Merger Sub, which assets will be held by Company following the Merger) or business operations. 6. Merger Sub will have no liabilities assumed by Company paid and will not transfer to Company any assets subject to liabilities in the Merger. 7. Prior to the Merger, Parent will be in control of Merger Sub within the meaning of Section 368(c) of the Code. Following the Merger, Parent will be in control of Company within the meaning of Section 368(c) of the Code. 8. Parent has no plan or intention to cause Company, after the Effective Time, to issue additional shares of stock that would result in Parent losing control of Company within the meaning of Section 368(c) of the Code. 9. Following the Merger, neither Parent nor any person related to Parent within the meaning of Treas. Reg. (S)(S) 1.368-1(e)(3), (e)(4) and (e)(5) has any plan or intention to purchase, redeem or otherwise reacquire any Parent Stock issued pursuant to the Agreement. 10. There is no intercorporate indebtedness existing between Parent and Company or between Merger Sub and Company that was issued, acquired, or will be settled at a discount. 11. In the Merger, shares of Company Stock representing control of Company (within the meaning of Section 368(c) of the Code) will be exchanged solely for "voting stock" of Parent (within the meaning of Sections 368(a)(1)(B) and (2)(E) of the Code). For purposes of this paragraph 10, Company Stock to be exchanged for cash or other property originating with Parent is treated as constituting outstanding Company Stock at the Effective Time. 12. Each of Parent and Merger Sub will pay only their respective expenses, if any, incurred in connection with the CIMA Merger, and neither Parent nor Merger Sub . CIMA has not agreed to assume, nor will either it directly or indirectly assume, any expense or other liability, whether fixed or contingent, of Company any Shareholders. 4. There is no intercorporate indebtedness existing between Parent or any holder of Company Stockits subsidiaries, on the one hand, and CIMA or any of its subsidiaries, on the other hand, that was issued, acquired or will be settled at a discount. The Company No liabilities relating to the CIMA Common Stock acquired being transferred to Parent will be assumed by Parent, and the CIMA Common Stock that is being transferred to Parent in the Merger will not be transferred subject to any liabilities. 13. As of Immediately prior to the Effective Time, neither there will be no indebtedness between the Shareholders and Parent, and there will be no indebtedness created in favor of the Shareholders as a result of the CIMA Merger. 5. CIMA has no plan or intention to issue additional shares of its stock after the Effective Time that would result in Parent losing control of CIMA within the meaning of Section 368(c) of the Internal Revenue Code of 1986, as amended (the "Code"). At the Effective Time, CIMA will not have outstanding any warrants, options, convertible securities, or any other type of right pursuant to which any person could acquire stock in CIMA that, if exercised or converted, would affect Parent's acquisition or retention of control of CIMA, as defined in Section 368(c) of the Code. 6. Neither CIMA nor any person related to Parent CIMA within the meaning of Treas. Reg. (S)(S) Treasury Regulation Sections 1.368-1(e)(3), (e)(4) ), and (e)(5) will own beneficially ), has purchased, redeemed or of recordotherwise acquired, or will have owned beneficially or of recordmade any distributions with respect to, during the five years immediately any CIMA Common Stock prior to or in contemplation of the Effective Time, any stock of CompanyCIMA Merger, or other securities, options, warrants or instruments giving otherwise as part of a plan of which the holder thereof the right to acquire Company Stock or other securities issued by CompanyCIMA Merger is a part. 147. Following the Merger, Company or Parent (or a member or members of the "qualified group," as defined in Treas. Reg. (S) 1.368-1(d)(4)(ii), that includes Parent as the "issuing corporation," as defined in Treas. Reg. (S)1.368-1(b)), will continue the historic business of Company (or, alternatively, if the Company has more than one line of business, will continue at least one significant line of the Company's historic business) or use a significant portion of Company's historic business assets in a business. 15. Neither Parent nor Merger Sub CIMA is not an "investment company" as defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code. 168. Neither Parent nor Merger Sub will directly CIMA is not under the jurisdiction of a court in a title 11 or indirectly provide funds to make payments in respect similar case within the meaning of Dissenting SharesSection 368(a)(3)(A) of the Code. 179. Except for the Merger Cash and cash paid in lieu of fractional shares of Parent StockCommon Stock and except for payments made to dissenting Shareholders, 100 percent (100%) of Company CIMA Common Stock outstanding immediately prior to the Effective Time will be exchanged for Parent Common Stock. The issuance in the CIMA Merger of cash in lieu of fractional shares of Parent Common Stock represents a mere mechanical rounding off solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. The total cash consideration that will be paid pursuant to the Agreement to the Shareholders instead of issuing fractional Parent Common Stock will not exceed one percent (1%) of the total consideration that will be issued pursuant to the Agreement to the Shareholders in exchange for their Company CIMA Common Stock. The fractional share interests of each Shareholder will be aggregated, and no Shareholder Shareholder, with the possible exception of Shareholders whose holdings are in multiple accounts or with multiple brokers, will receive cash in an amount equal to or greater than the value of one full share of Parent Common Stock on the Closing Date. 1810. None of the compensation received by any stockholder-employees from Parent or from the Company following the Merger of CIMA will be separate consideration for, or allocable to, any of their Company CIMA Common Stock. None of the Parent Common Stock received by any stockholder-employees employees, as part of any overall plan of which the CIMA Merger is a part, will be given pursuant to separate consideration for, or allocable to, any employment agreement. The compensation paid to any stockholder-employees by Parent or by the Company following the Merger will be for services actually rendered and will be commensurate with amounts that would be paid to third parties bargaining at arm's-arm's length for similar services. 11. In the CIMA Merger, CIMA Common Stock representing control of CIMA (within the meaning of Section 368(c) of the Code) will be exchanged solely for "voting stock" of Parent (within the meaning of Sections 368(a)(1)(B) and (2)(E) of the Code). For purposes of this paragraph 11, CIMA Common Stock to be exchanged for cash or other property originating with Parent are treated as constituting outstanding CIMA Common Stock at the Effective Time. 12. The business currently carried on by CIMA is its "historic business" within the meaning of Treasury Regulation Section 1.368-1(d), and no assets of CIMA have been sold, transferred or otherwise disposed of which would prevent CIMA from continuing the "historic business" of CIMA or from using a "significant portion" of CIMA's "historic business" assets in a business following the CIMA Merger, as such terms are used in Treasury Regulation Section 1.368-1(d). 13. Payments made in respect of dissenting shares, if any, shall be made solely from the funds of CIMA. No funds will be supplied for that purpose, directly or indirectly, by Parent or C MergerCo, nor will Parent or C MergerCo directly or indirectly reimburse CIMA for any payments made in respect of dissenting shares. 14. At the Effective Time, there will be no accrued but unpaid dividends on CIMA Common Stock. 15. At the Effective Time, the total adjusted tax basis of CIMA's assets will exceed the sum of its liabilities, plus the amount of liabilities, if any, to which the assets are subject. 16. At the Effective Time, the fair market value of CIMA's assets will exceed the sum of its liabilities, plus the amount of liabilities, if any, to which the assets are subject. 17. To the best knowledge of the management of CIMA, there is no plan or intention on the part of the Shareholders to sell, exchange or otherwise transfer ownership of any share of Parent Common Stock received in the CIMA Merger (other than fractional shares of Parent Common Stock for which holders of Parent Common Stock receive cash in the CIMA Merger) to Parent, or any corporation related to Parent (as defined in paragraph 6 above), directly or indirectly (including through partnerships or through third parties in connection with a plan to so transfer ownership). 18. CIMA has no (and, at the time of the CIMA Merger, will not have any) issued and outstanding capital stock (or any other interest treated as stock for federal income tax purposes) other than CIMA Common Stock. 19. None of the Shareholders will retain any rights in the CIMA Common Stock transferred to Parent pursuant to the CIMA Merger. 20. Taking into account any issuance of additional shares of Parent Common Stock, any issuance of Parent Common Stock for services, the exercise of any Parent Common Stock rights, warrants, options or subscriptions, any public offering of Parent Common Stock and the sale, exchange, transfer by gift or other disposition of any of the Parent Common Stock to be received in the Mergers, the Shareholders and holders of aaiPharma Stock will, immediately after the Effective Time, collectively be in "control" of Parent within the meaning of Section 368(c) of the Code. 21. No Parent Common Stock or other securities will be issued for indebtedness (or interest thereon) of Parent. The CIMA Common Stock was not acquired by the Shareholders as part of a plan of liquidation of another corporation. 22. The CIMA Merger will be consummated in compliance with the material terms of the Agreement. The Mergers will occur under a plan agreed upon before the transaction in which the rights of the parties are defined and will be completed on the same date. 23. CIMA will comply with the reporting and record-keeping requirements set forth in Treasury Regulation Sections 1.351-3 and/or 1.368-3. 24. CIMA will not take any position on any federal, state or local income or franchise tax return, or take any other reporting position, that is inconsistent with the treatment of the CIMA Merger as a reorganization within the meaning of Section 368(a) of the Code and the Mergers, when viewed together, as an exchange described in Section 351 of the Code, unless otherwise required by a final "determination" (as defined in Section 1313(a)(1) of the Code) or by applicable state or local income or franchise tax law. 25. CIMA has a bona fide business reason for engaging in the CIMA Merger. 2026. The terms of the Agreement and all other agreements entered into in connection therewith are the product of arm's length negotiationsnegotiations and such agreements are the entire understanding of the parties with respect to the Mergers. 2127. The undersigned are is authorized to make all of the representations set forth herein.

Statements and Representations. In connection with such opinion to be rendered by each of youopinions, and acknowledging that each of you will rely, with Parent's and Merger Sub's the Company’s consent, upon the statements and representations made in this letter in rendering such opinion, Parent the Company hereby certifies and Merger Sub hereby certify and represent represents to each of you that the statements and representations stated made herein as they relate to Parent and Merger Sub the Company are true, correct and complete in all respects at the date hereof and will be true, correct and complete in all respects as of the Effective Time (as if made as of the Effective Time): 1. The fair market value of Parent common stock ("Parent Stock"), Merger Cash Common Stock and cash in lieu of fractional shares of Parent Common Stock received by holders of Company Common Stock ("Shareholders"“Company Stockholders”) other than Parent will be approximately equal to the fair market value of the Table of Contents Company common stock ("Common Stock surrendered by such Company Stock") surrendered Stockholders in the Merger. In connection with the Merger, no Shareholder Company Stockholder will receive in exchange for Company Common Stock, directly or indirectly, any consideration from Parent (or Merger Sub) other than Parent Stock, Merger Cash, Common Stock and cash in lieu of fractional shares of Parent Common Stock. 2. Parent has no plan Any dispositions, in contemplation or intention: (i) to liquidate Company; (ii) to merge Company into another corporation; (iii) to sell or otherwise dispose as part of any Company Stock acquired by Parent pursuant to the Agreement, except for transfers and successive transfers to one or more corporations controlled in each transfer by the transferor corporation (within the meaning of Section 368(c) of the Code) at the time of transfer; or (iv) to cause Company to sell or otherwise dispose of any of its assets or of any of the assets of Merger Sub acquired in the Merger, except for (w) dispositions made in the ordinary course of business, (x) transfers and successive transfers to one or more corporations controlled in each transfer assets held by the transferor corporation Company will be (within the meaning of Section 368(cor have been) of the Code) at the time of transfer, (y) dispositions after which Company would continue to hold the amount of assets set forth in paragraph 3 below following the Merger (assuming the correctness of the representation set forth in paragraph 3 below), or (z) transfers to partnerships that satisfy the provisions of Treasury Regulation Section 1.368-1(d)(4)(iii)(B)for full fair market value. 3. Assuming the correctness of the representation in paragraph 2 of Neither the Company Officer's Certificate, following the Merger, Company will hold at least 90 percent of the fair market value of Company's net assets and at least 70 percent of the fair market value of Company's gross assets and at least 90 percent of the fair market value of Merger Sub's net assets and at least 70 percent of Merger Sub's gross assets held immediately prior nor any person related to the Effective Time. For purposes of the representation in the immediately preceding sentence, amounts paid by Company or Merger Sub to dissenters, amounts paid by Company or Merger Sub to Shareholders who receive cash or other property, and amounts used by Company or Merger Sub to pay reorganization expenses will be included as assets of Company or Merger Sub, as the case may be, immediately prior to the Effective Time. 4. There is no intercorporate indebtedness existing between Parent and Company or between Merger Sub and Company. 5. Merger Sub is a corporation newly formed for the purpose of participating in the Merger and at no time prior to the Effective Time has had assets (other than nominal assets contributed upon the formation of Merger Sub, which assets will be held by Company following the Merger) or business operations. 6. Merger Sub will have no liabilities assumed by Company and will not transfer to Company any assets subject to liabilities in the Merger. 7. Prior to the Merger, Parent will be in control of Merger Sub within the meaning of Section 368(c) of the Code. Following the Merger, Parent will be in control of Company within the meaning of Section 368(c) of the Code. 8. Parent has no plan or intention to cause Company, after the Effective Time, to issue additional shares of stock that would result in Parent losing control of Company within the meaning of Section 368(c) of the Code. 9. Following the Merger, neither Parent nor any person related to Parent within the meaning of Treas. Reg. (S)(S) Treasury Regulation Sections 1.368-1(e)(3), (e)(4) ), and (e)(5) has any plan (other than Parent, by virtue of stock acquisitions in 2003 or intention to purchase, redeem or otherwise reacquire any Parent Stock issued pursuant to the Agreement. 10. There is no intercorporate indebtedness existing between Parent and Company Merger) has purchased, redeemed or between Merger Sub and Company that was issued, otherwise acquired, or will be settled at a discount. 11. In made any distributions with respect to, any Company Common Stock prior to or in contemplation of the Merger, shares or otherwise as part of a plan of which the Merger is a part. 4. The liabilities of the Company Stock representing control assumed by the Surviving Entity and the liabilities to which the assets of the Company (are subject were incurred by the Company in the ordinary course of its business. 5. The business currently carried on by the Company is its “historic business” within the meaning of Treasury Regulation Section 368(c) 1.368-1(d), and no assets of the Code) will be exchanged solely for "voting stock" Company have been sold, transferred or otherwise disposed of which would prevent Parent (within or the meaning of Sections 368(a)(1)(B) and (2)(E) Surviving Entity from continuing the “historic business” of the CodeCompany or from using a “significant portion” of the Company’s “historic business assets” in a business following the Merger, as such terms are used in Treasury Regulations Section 1.368-1(d). For purposes of this paragraph 10, Company Stock to be exchanged for cash or other property originating with Parent is treated as constituting outstanding Company Stock at the Effective Time. 126. Each Except as provided in Sections 8.2 and 8.5 of Parent the Agreement, the Company and Merger Sub each Company Stockholder has paid and will pay only their respective expenses, if any, incurred in connection with the Merger, and neither Parent nor Merger Sub the Company has not agreed to assume, nor and will not either directly or indirectly assume, any expense or other liability, whether fixed or contingent, of any Company Stockholder. 7. There is no intercorporate indebtedness existing between Parent and the Company or any holder of between Merger Sub and the Company Stockthat was issued, acquired, or will be settled at a discount. 8. The Company Stock acquired by Parent in the Merger will is not be subject to any liabilities. 13. As of the Effective Time, neither Parent nor any person related to Parent within the meaning of Treas. Reg. (S)(S) 1.368-1(e)(3), (e)(4) and (e)(5) will own beneficially or of record, or will have owned beneficially or of record, during the five years immediately prior to the Effective Time, any stock of Company, or other securities, options, warrants or instruments giving the holder thereof the right to acquire Company Stock or other securities issued by Company. 14. Following the Merger, Company or Parent (or a member or members of the "qualified group," as defined in Treas. Reg. (S) 1.368-1(d)(4)(ii), that includes Parent as the "issuing corporation," as defined in Treas. Reg. (S)1.368-1(b)), will continue the historic business of Company (or, alternatively, if the Company has more than one line of business, will continue at least one significant line of the Company's historic business) or use a significant portion of Company's historic business assets in a business. 15. Neither Parent nor Merger Sub is an "“investment company" ” as defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code. 169. Neither Parent nor Merger Sub will directly The Company is not under the jurisdiction of a court in a title 11 or indirectly provide funds to make payments in respect similar case within the meaning of Dissenting SharesSection 368(a)(3)(A) of the Code. 17. Except for the Merger Cash and cash paid in lieu of fractional shares of Parent Stock, 100 percent of Company Stock outstanding immediately prior to the Effective Time will be exchanged for Parent Stock10. The issuance in the Merger of cash in lieu of fractional shares of Parent Common Stock represents a mere mechanical rounding off solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. The total cash consideration that will be paid pursuant to the Agreement to Shareholders instead in lieu of issuing fractional shares of Parent Common Stock will not exceed one [one] percent ([1]%) of the total consideration Table of Contents that will be issued pursuant to the Agreement to Shareholders the Stockholders in exchange for their Company Common Stock. The fractional share interests of each Shareholder Company Stockholder will be aggregated, and no Shareholder Company Stockholder, with the possible exception of Company Stockholders whose holdings are in multiple accounts or with multiple brokers, will receive cash in an amount equal to or greater than the value of one full share of Parent Common Stock on valued at the Parent Closing DatePrice. 1811. None To the knowledge of the Company, (i) none of the compensation received by any stockholder-employees from Parent or from of the Company following the Merger will be separate consideration for, or allocable to, any of their the Company Stock. None Common Stock held by such stockholder-employee; (ii) none of the Parent Common Stock received by any stockholder-employees will be given pursuant consideration for services or allocable to any employment agreement. The arrangement; and (iii) the compensation paid to any stockholder-employees by Parent or by the Company Surviving Entity following the Merger will be for services actually rendered and will be commensurate with amounts that would be paid to third parties bargaining at arm'sarm’s-length for similar services. 1912. Parent In the Merger, the Company will transfer all of its assets and liabilities to Merger Sub, and the Company will cease its separate legal existence for all purposes. 13. The Company has a bona fide business reason for engaging in the Merger. 2014. The fair market value of the Company’s assets that will be transferred to Merger Sub in the Merger will equal or exceed the sum of the liabilities that will be assumed by Merger Sub plus the amount of liabilities, if any, to which the transferred assets will be subject. 15. At the Effective Time, there will be no accrued but unpaid dividends on the Company Stock. 16. The terms of the Agreement and all other agreements entered into in connection therewith are the product of arm's ’s length negotiations. 2117. The Merger will be consummated in compliance with the terms of the Agreement, none of the material terms and conditions therein has been waived or modified, and the Company has no plan or intention to waive or modify any such terms or conditions. 18. The Company is not aware of any facts or circumstances that would cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. 19. The undersigned are authorized to make all of the representations set forth herein.. Table of Contents

Statements and Representations. In connection with such opinion to be rendered by each of you, and acknowledging that each of you will rely, with Parent's and Merger SubCompany's consent, upon the statements and representations made in this letter in rendering such opinion, Parent Company hereby certifies and Merger Sub hereby certify and represent represents to each of you that the statements and representations stated herein as they relate to Parent and Merger Sub Company are true, correct and complete in all respects at the date hereof and will be true, correct and complete in all respects as of the Effective Time (as if made as of the Effective Time):). 1. The fair market value of Parent common stock ("Parent Stock"), Merger Cash and cash in lieu of fractional shares of Parent Stock received by holders of Company Stock ("Shareholders") will be approximately equal to the fair market value of Company common stock ("Company Stock") surrendered in the Merger. In connection with the Merger, no Shareholder Shareholders will receive in exchange for Company Stock, directly or indirectly, any consideration from Parent other than Parent Stock, Merger Cash, Cash and cash in lieu of fractional shares of Parent Stock. 2. Parent has no plan or intention: (i) to liquidate Company; (ii) to merge Company into another corporation; (iii) to sell or otherwise dispose of any Company Stock acquired by Parent pursuant to At the Agreement, except for transfers and successive transfers to one or more corporations controlled in each transfer by the transferor corporation (within the meaning of Section 368(c) of the Code) at the time of transfer; or (iv) to cause Company to sell or otherwise dispose of any of its assets or of any of the assets of Merger Sub acquired in the Merger, except for (w) dispositions made in the ordinary course of business, (x) transfers and successive transfers to one or more corporations controlled in each transfer by the transferor corporation (within the meaning of Section 368(c) of the Code) at the time of transfer, (y) dispositions after which Company would continue to hold the amount of assets set forth in paragraph 3 below following the Merger (assuming the correctness of the representation set forth in paragraph 3 below), or (z) transfers to partnerships that satisfy the provisions of Treasury Regulation Section 1.368-1(d)(4)(iii)(B). 3. Assuming the correctness of the representation in paragraph 2 of the Company Officer's Certificate, following the MergerEffective Time, Company will hold at least 90 percent of the fair market value of Company's its net assets and at least 70 percent of the fair market value of Company's gross assets and at least 90 percent of the fair market value of Merger Sub's net assets and at least 70 percent of Merger Sub's its gross assets held immediately prior to the Effective Time. For purposes of the representation in the immediately preceding sentencethis representation, amounts paid by Company or to dissenting Shareholders, amounts used by Company to pay Merger Sub to dissentersexpenses, amounts paid by Company to redeem stock, securities, warrants or options of Company as part of any overall plan of which the Merger Sub to Shareholders who receive cash or other propertyis part, and amounts used distributed by Company or to Shareholders (except for any regular, normal dividends) as part of an overall plan of which the Merger Sub to pay reorganization expenses is a part, in each case will be included treated as constituting assets of Company or Merger Sub, as the case may be, immediately prior to the Effective Time. 3. Each of Company and the Shareholders has paid and will pay only their respective expenses, if any, incurred in connection with the Merger. Company has not agreed to assume, nor will it directly or indirectly assume, any expense or other liability, whether fixed or contingent, of any Shareholders. 4. There is no intercorporate indebtedness existing between Parent and Company or between Merger Sub and Company. 5. Merger Sub is a corporation newly formed for the purpose of participating in the Merger and at no time prior to the Effective Time has had assets (other than nominal assets contributed upon the formation of Merger Sub, which assets will be held by Company following the Merger) or business operations. 6. Merger Sub will have no liabilities assumed by Company and will not transfer to Company any assets subject to liabilities in the Merger. 7. Prior to the Merger, Parent will be in control of Merger Sub within the meaning of Section 368(c) of the Code. Following the Merger, Parent will be in control of Company within the meaning of Section 368(c) of the Code. 8. Parent has no plan or intention to cause Company, after the Effective Time, to issue additional shares of its stock after the Effective Time that would result in Parent losing control of Company within the meaning of Section 368(c) of the Code. At the Effective Time, Company will not have outstanding any warrants, options, convertible securities, or any other type of right pursuant to which any person could acquire stock in Company that, if exercised or converted, would affect Parent's Merger Sub or retention of control of Company, as defined in Section 368(c) of the Code. 96. Following the Merger, neither Parent Neither Company nor any person related to Parent Company within the meaning of Treas. Reg. (S)(S) 1.368-1(e)(3), (e)(4) ), and (e)(5) ), has any plan or intention to purchasepurchased, redeem redeemed or otherwise reacquire any Parent Stock issued pursuant to the Agreement. 10. There is no intercorporate indebtedness existing between Parent and Company or between Merger Sub and Company that was issued, acquired, or will be settled at a discount. 11. In the Merger, shares of Company Stock representing control of Company made any extraordinary distributions (within the meaning of Section 368(c) of the Code) will be exchanged solely for "voting stock" of Parent (within the meaning of Sections 368(a)(1)(B) and (2)(E) of the Code). For purposes of this paragraph 10, Company Stock to be exchanged for cash or other property originating with Parent is treated as constituting outstanding Company Stock at the Effective Time. 12. Each of Parent and Merger Sub will pay their respective expenses, if any, incurred in connection with the Merger, and neither Parent nor Merger Sub has agreed to assume, nor will either directly or indirectly assume, any expense or other liability, whether fixed or contingent, of Company or any holder of Company Stock. The Company Stock acquired by Parent in the Merger will not be subject to any liabilities. 13. As of the Effective Time, neither Parent nor any person related to Parent within the meaning of Treas. Reg. (S)(S) 1.368-1(e)(3), (e)(4) and (e)(5) will own beneficially or of record, or will have owned beneficially or of record, during the five years immediately prior to the Effective Time, any stock of Company, or other securities, options, warrants or instruments giving the holder thereof the right to acquire Company Stock or other securities issued by Company. 14. Following the Merger, Company or Parent (or a member or members of the "qualified group," as defined in Treas. Reg. (S) 1.368-1(d)(4)(ii), that includes Parent as the "issuing corporation," as defined in Treas. Reg. (S)1.368-1(b1T(e)(1)(ii)(A))) with respect to, will continue the historic business of any Company (or, alternatively, if the Company has more than one line of business, will continue at least one significant line Stock prior to or in contemplation of the Company's historic business) Merger, or use otherwise as part of a significant portion plan of Company's historic business assets in which the Merger is a businesspart. 157. Neither Parent nor Merger Sub Company is not an "investment company" as defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code. 168. Neither Parent nor Merger Sub will directly Company is not under the jurisdiction of a court in a title 11 or indirectly provide funds to make payments in respect similar case within the meaning of Dissenting SharesSection 368(a)(3)(A) of the Code. 179. Except for the Merger Cash and cash paid in lieu of fractional shares of Parent Stock, 100 percent of Company Stock outstanding immediately prior to the Effective Time will be exchanged for Parent Stock. The issuance in the Merger of cash in lieu of fractional shares of Parent Stock represents a mere mechanical rounding off solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. The total cash consideration that will be paid pursuant to the Agreement to the Shareholders as Merger Cash and instead of issuing fractional Parent Stock will not exceed one percent of the total consideration that will be issued pursuant to the Agreement to the Shareholders in exchange for their Company Stock. The fractional share interests of each Shareholder will be aggregated, and no Shareholder will receive cash in an amount equal to or greater than the value of one full share of Parent Stock on the Closing Date. 1810. None of the compensation received by any stockholder-employees from Parent or from the of Company following the Merger will be separate consideration for, or allocable to, any of their Company Stock. None of the Parent Stock received by any stockholder-employees will be given pursuant to separate consideration for, or allocable to, any employment agreement. The compensation paid to any stockholder-employees by Parent or by the Company following the Merger will be for services actually rendered and will be commensurate with amounts that would be paid to third parties bargaining at arm's-length for similar services. 1911. In the Merger, Company Stock representing control of Company (within the meaning of Section 368(c) of the Code) will be exchanged solely for "voting stock" of Parent (within the meaning of Sections 368(a)(1)(B) and (2)(E)). For purposes of this paragraph 11, Company Stock to be exchanged for cash or other property originating with Parent is treated as constituting outstanding Company Stock at the Effective Time. 12. The business currently carried on by Company is its "historic business" within the meaning of Treas. Reg. (S) 1.368-1(d) and no assets of Company have been sold, transferred or otherwise disposed of which would prevent Company from continuing the "historic business" of Company or from using a "significant portion" of Company's "historic business" assets in a business following the Merger, as such terms are used in Treas. Reg. (S)1.368-1(d). 13. At the Effective Time, there will be no accrued but unpaid dividends on Company Stock. 14. Payments made in respect of Dissenting Shares, if any, shall be made solely from the funds of Company. No funds will be supplied for that purpose, directly or indirectly, by Parent or Merger Sub, nor will Parent or Merger Sub directly or indirectly reimburse Company for any payments made in respect of Dissenting Shares. 15. At the Effective Time, the fair market value of Company's assets will exceed the sum of its liabilities, plus the amount of liabilities, if any, to which the assets are subject. 16. Company has a bona fide business reason for engaging in the Merger. 2017. The terms of the Agreement and all other agreements entered into in connection therewith are the product of arm's length negotiations. 2118. The undersigned are is authorized to make all of the representations set forth herein.