Common use of Qualifications and Limitations Clause in Contracts

Qualifications and Limitations. The opinions set forth above are subject to the following qualifications and limitations: 1. The opinion expressed in Paragraph B.1 above as to the valid existence and good standing of the Borrower and the Delaware Guarantor is based solely on our review of the Good Standing Certificates, copies of which have been made available to you and your counsel, and our opinion with respect to such matters is rendered as of the date of such certificates and limited accordingly. 2. The opinions are subject to and may be limited by (i) applicable bankruptcy, insolvency, liquidation, fraudulent conveyance or transfer, moratorium, reorganization or other similar laws affecting creditors’ rights generally; (ii) general equitable principles and rules of law governing specific performance, estoppel, waiver, injunctive relief and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity), and the discretion of any court before which a proceeding may be brought; (iii) duties and standards of good faith, reasonableness and fair dealing imposed on creditors and parties to contracts; (iv) the limitation in certain circumstances of provisions imposing liquidated damages, or increases in interest rates upon delinquency in payment or the occurrence of a default to the extent constituting a penalty; (v) a court determination that any fees payable pursuant to a provision requiring the payment of attorneys’ fees is reasonable; and (vi) applicable laws and interpretations which may affect the validity and enforceability of certain waivers, procedures, remedies and other provisions of the Subject Documents, which limitations, however, do not, in our opinion, make the remedies provided for therein inadequate for the practical realization of the principal benefits intended to be provided thereby (subject to the other qualifications expressed herein and except for the economic consequences of any judicial, administrative or other procedural delay that may result from such laws or interpretations). 3. We express no opinion as to the validity, binding effect or enforceability of any provision of any Subject Document: (i) that purports to grant any right of set-off with respect to any contingent or unmatured obligation; (ii) that is governed by the terms of any two or more provisions that conflict with or contradict each other; (iii) insofar as such provision relates to the subject matter jurisdiction of a court to adjudicate a controversy or personal jurisdiction over the parties; (iv) that waives inconvenient forum or any similar provision; (v) that excludes, limits or waives the liability of any party for its own negligence, fault or intentional misconduct; (vi) that indemnifies a party for the indemnified party’s own negligence, fault or misconduct; (vii) that indemnifies a party for the indemnified party’s failure to comply with limitations or requirements of applicable law; (viii) providing for the right to injunctive relief without a showing of irreparable harm; (ix) requiring the payment of attorneys’ fees and expenses in an amount in excess of reasonable August 31, 2018 attorneys’ fees and expenses actually incurred; (x) governed in whole or in part by reference to any document other than the Subject Documents; (xi) providing that a guarantor is liable as a primary, rather than secondary, obligation; (xii) that purports to grant any power of attorney; or (xiii) purporting to waive defenses. We express no opinion on any agreement, document or other instrument other than the Subject Documents (the “Other Documents”), regardless of whether such agreement, document or instrument is referenced in, secured by, or a condition of or requirement pursuant to the Subject Documents; or any term, condition or provision of or referenced in any of the Subject Documents that are governed in whole or in part by reference to any of the Other Documents. In addition, certain of the remedial provisions of the Subject Documents may be further limited or rendered unenforceable by other applicable laws or judicially adopted principles which, in our judgment, do not make the remedies provided for therein (taken as a whole) inadequate for the practical realization of the principal benefits purported to be afforded thereby (except for the economic consequences of procedural delay). 4. With respect to our opinion regarding the validity, binding effect or enforceability of any agreement or obligation of any of the Loan Parties, we have assumed that each party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to any Loan Party regarding matters of the law of the States of New York, Arizona or California, or the federal law of the United States of America that in our experience normally would be applicable to general business entities with respect to such agreement or obligation). 5. We express no opinion herein regarding priority or, except as expressly provided herein, perfection of any security interest or other lien or encumbrance under any applicable state, federal or foreign law, statute, regulation or registration system. We express no opinion as to the Existing Security Interest or the priority of any liens or security interests except as exclusively provided herein. 6. We express no opinion as to compliance by any Loan Party with any financial covenants or negative lien provisions contained in any Specified Contract. We express no opinion as to the waiver by any party of any defense, rights, privileges or benefit to the extent such waiver is made to a greater extent than would be permitted by applicable law. 7. We express no opinion on (i) federal securities laws and regulations and state “Blue Sky” laws and regulations, (ii) federal and state antitrust and unfair competition laws and regulations, (iii) compliance with fiduciary duty requirements, (iv) the statutes, codes and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and political subdivisions and judicial decisions to the extent they deal with any of the foregoing; and (v) federal and state environmental, land use, subdivision, tax, intellectual property, racketeering, federal banking laws and regulations, health and safety, ERISA and labor and employment laws and regulations. August 31, 2018 This opinion letter is limited to the matters stated herein and may not be relied on by you for any other purpose, and no opinion is implied or may be inferred beyond the matters expressly stated. The opinions expressed in this opinion letter are based upon the law in effect on the date hereof and the facts in existence as of the date hereof and the express terms of the Transaction Documents, and we assume no obligation to revise or supplement this opinion letter should (i) such law be changed by legislative action, judicial decision, or otherwise; (ii) such facts be changed or the occurrence or non-occurrence of any event after the date hereof; or (iii) modification of or deviation from the currently express terms of the Transaction Documents. No one other than the Agent and the Lenders identified on the first page of this opinion shall be entitled to rely on the opinions expressed herein; provided, that this opinion letter may be relied upon by any Person that becomes a Lender, as that term is defined in the Credit Agreement, pursuant to an assignment that is made and consented to in accordance with the express provisions of Sections 10.06 or 10.13 of the Credit Agreement, on the condition and understanding that (i) we have no responsibility or obligation to consider the applicability or correctness of this opinion letter to any party other than its addressee, (ii) any such reliance by a future assignee must be actual and reasonable under the circumstances existing at the time of assignment and (iii) the knowledge of the addressee with respect to matters addressed in this opinion letter as of the date hereof shall be imputed to all future assignees of an interest in any of the Transaction Documents. This opinion letter is being delivered to you based on the understanding that neither this opinion letter nor its contents may be published, communicated or otherwise be made available, in whole or in part, to any other Person without, in each instance, our specific prior written consent, which consent may be withheld in our sole and absolute discretion; provided that the Agent or a Lender may furnish copies of this opinion letter (a) to your accountants and to bank auditors and examiners, in each case in connection with their audit and review activities, (b) to the National Association of Insurance Commissioners and (c) in response to a court order or otherwise in connection with a legal proceeding arising out of the transactions contemplated by the Transaction Documents. This opinion letter is not intended to be employed in any transaction other than this transaction and the opinions herein should not be relied upon in connection with any subsequent modification of the Transaction Documents. We disclaim any responsibility to advise you of changed facts, laws or circumstances which hereafter may be brought to our attention. Sincerely, [Xxxxx and Xxxxxx L.L.P.] August 31, 2018 Bank of America, N.A., as Administrative Agent for the Lenders party to the Amended Credit Agreement (defined below), and the Lenders under the Amended Credit AgreementAgency ManagementMail Code: WA3-132-01-01Houghton Banking Xxxxxx00000 XX 00xx XxxxxxXxxxxxxx, Xxxxxxxxxx 00000 Ladies and Gentlemen: We have acted as special Ohio counsel to Diagnostic Hybrids, Inc., an Ohio corporation (“DHI”), in connection with the Amended and Restated Credit Agreement (the “Amended Credit Agreement”), dated as of even date herewith, by and among Quidel Corporation, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). This opinion is being delivered to you pursuant to Section 4.01(a)(vii) of the Amended Credit Agreement. Capitalized terms used herein, which are not otherwise defined or referenced herein, shall have the same meanings given to them in the Amended Credit Agreement. Uncapitalized terms used herein that are defined in Article 9 (and other Articles made applicable by Article 9) of the Uniform Commercial Code, as enacted in the State of Ohio (the “Ohio Code”), Chapter 1309 of the Ohio Revised Code (“R.C.”), have the meanings specified in the Ohio Code unless otherwise defined herein. In connection with this opinion, we have examined and relied on originals or copies of executed counterparts of the following documents: (i) the Amended Credit Agreement; (ii) the Reaffirmation Agreement, dated as of even date herewith, by and among the Borrower, DHI and the other Subsidiary Grantors (as defined in the Security Agreement (as defined below)) and the Administrative Agent on behalf of the Secured Parties (as defined in the Security Agreement) (the “Reaffirmation Agreement”); (iii) the Guaranty Agreement, dated October 6, 2017, by and among the Borrower, DHI and the other Guarantors (as defined in the Guaranty) party thereto and the Administrative Agent, on behalf of itself and the other Guarantied Parties (as defined in the Guaranty) (the “Guaranty”); (iv) the Credit Agreement, dated October 6, 2017, by and among the Borrower, the Lenders from time to time party thereto and the Administrative Agent (the “Original Credit Agreement”); (v) the Security Agreement, dated October 6, 2017, by and among the Borrower, DHI and the other Subsidiary Grantors party thereto, and the Administrative Agent (the “Security Agreement”); and (vi) the Uniform Commercial Code financing statement filed on October [__], 2017 in the office of the Secretary of State of the State of Ohio in favor of the Administrative Agent and attached hereto as Exhibit A (the “Financing Statement”). The Amended Credit Agreement and the Reaffirmation Agreement are hereinafter collectively referred to as the “New Loan Documents”. The New Loan Documents, the Guaranty and the Security Agreement are hereinafter collectively referred to as the “Loan Documents”. We have made such examination of the laws of the State of Ohio as we deemed relevant for the purpose of expressing our opinions. We have also examined (a) a copy of a certificate issued by the Secretary of State of the State of Ohio and dated August [__], 2018 with respect to the good standing of DHI, a copy of which is attached hereto as Exhibit B (the “Good Standing Certificate”), (b) a certified copy of the articles of incorporation of DHI issued by the Secretary of State of the State of Ohio and dated August [__], 2018, a copy of which is attached hereto as Exhibit C (the “Articles”), (c) the code of regulations of DHI (the “Regulations”), (d) resolutions of the Board of Directors of DHI (the “Resolutions”, and the Resolutions collectively with the Articles and the Regulations, the “Governing Documents”), (e) an executed Certificate of an officer of DHI, dated as of the date hereof, in favor of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, certifying, among other things, the completeness, accuracy and continuing effectiveness of the Governing Documents (the “Officer’s Certificate”) and (f) such records of DHI and such agreements, certificates of public officials, certificates of officers or other representatives of DHI and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinions set forth herein. We have relied solely upon the examinations and inquiries recited herein and, except for the examinations and inquiries recited herein, we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn. Without limiting the generality of the foregoing, we have made no examination of the character, organization, activities, or authority of the Administrative Agent which might have any effect upon our opinions expressed herein, and we have neither examined, nor do we opine upon, any provision or matter to the extent the examination or opinion would require a financial, mathematical or accounting calculation or determination.

Qualifications and Limitations. The opinions set forth above are subject to the following qualifications and limitations: 1. The opinion opinions expressed in Paragraph B.1 above as to the valid existence and good standing of the Borrower and the Delaware each Guarantor is are based solely on our review of the Good Standing Certificatescertificates of good standing listed on Annex D attached hereto, copies of which have been made available to you and your counsel, and our opinion opinions with respect to such matters is are rendered as of the date of such certificates and limited accordingly. 2. The opinions are subject to and may be limited by (i) applicable bankruptcy, insolvency, liquidation, fraudulent conveyance or transfer, moratorium, reorganization or other similar laws affecting creditors’ rights generally; (ii) general equitable principles and rules of law governing specific performance, estoppel, waiver, injunctive relief and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity), and the discretion of any court before which a proceeding may be brought; (iii) duties and standards of good faith, reasonableness and fair dealing imposed on creditors and parties to contracts; (iv) the limitation in certain circumstances of provisions imposing liquidated damages, or increases in interest rates upon delinquency in payment or the occurrence of a default With regard to the extent constituting a penalty; (v) a court determination that any fees payable pursuant to a provision requiring the payment of attorneys’ fees is reasonable; and (vi) applicable laws and interpretations which may affect the validity and enforceability of certain waiversopinions expressed in Paragraph B.7 above, procedures, remedies and other provisions of the Subject Documents, which limitations, however, do not, in our opinion, make the remedies provided for therein inadequate for the practical realization of the principal benefits intended to be provided thereby (subject to the other qualifications expressed herein and except for the economic consequences of any judicial, administrative or other procedural delay that may result from such laws or interpretations). 3. We express no opinion as to the validity, binding effect or enforceability of any provision of any Subject Document: (i) that purports to grant any right of set-off with respect to any contingent or unmatured obligation; (ii) that is governed by the terms of any two or more provisions that conflict with or contradict each other; (iii) insofar as such provision relates to the subject matter jurisdiction of a court to adjudicate a controversy or personal jurisdiction over the parties; (iv) that waives inconvenient forum or any similar provision; (v) that excludes, limits or waives the liability of any party for its own negligence, fault or intentional misconduct; (vi) that indemnifies a party for the indemnified party’s own negligence, fault or misconduct; (vii) that indemnifies a party for the indemnified party’s failure to comply with limitations or requirements of applicable law; (viii) providing for the right to injunctive relief without a showing of irreparable harm; (ix) requiring the payment of attorneys’ fees and expenses in an amount in excess of reasonable August 31, 2018 attorneys’ fees and expenses actually incurred; (x) governed in whole or in part by reference to any document other than the Subject Documents; (xi) providing that a guarantor is liable as a primary, rather than secondary, obligation; (xii) that purports to grant any power of attorney; or (xiii) purporting to waive defenses. We we express no opinion on compliance by the Borrower, any agreementGuarantor, document or other instrument other than the Subject Documents (the “Other Documents”), regardless of whether such agreement, document or instrument is referenced in, secured by, or a condition of or requirement pursuant to the Subject Documents; or any term, condition or provision of or referenced in any of the Subject Documents that are governed in whole or in part by reference to any of the Other Documents. In addition, certain of the remedial provisions of the Subject Documents may be further limited or rendered unenforceable by other applicable laws or judicially adopted principles which, in our judgment, do not make the remedies provided for therein (taken as a whole) inadequate for the practical realization of the principal benefits purported to be afforded thereby (except for the economic consequences of procedural delay). 4. With respect to our opinion regarding the validity, binding effect or enforceability of any agreement or obligation of any of the Loan Parties, we have assumed that each party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to any Loan Party regarding matters of the law of the States of New York, Arizona or California, Florida Subsidiaries or the federal law of the United States of America that in our experience normally would be applicable to general business entities with respect to such agreement or obligation). 5. We express no opinion herein regarding priority or, except as expressly provided herein, perfection of any security interest or other lien or encumbrance under any applicable state, federal or foreign law, statute, regulation or registration system. We express no opinion as to the Existing Security Interest or the priority of any liens or security interests except as exclusively provided herein. 6. We express no opinion as to compliance by any Loan Party Texas Subsidiaries with any financial covenants or negative lien provisions contained in any Specified such Material Contract. 3. We express no opinion The enforceability of the Loan Documents may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws relating to or affecting the rights of creditors generally and to general principles of equity. 4. The enforceability of the Loan Documents is subject to the qualification that certain waivers, procedures, remedies, and other provisions of the Loan Documents may be unenforceable under or limited by the law of the State of New York; provided, however, that such possible unenforceability or limitations will not render the Loan Documents invalid as a whole or substantially prevent the practical realization of the principal benefits intended by the Loan Documents (except for the economic consequences of procedural or other delay). 5. The opinions set forth herein are limited to Arizona and New York law, the federal law of the United States, the statutory provisions of the California Corporations Code, the statutory provisions of the California Xxxxxxx-Xxxxxx Limited Liability Company Act, and the statutory provisions of the Delaware Limited Liability Company Act. 6. As used in this opinion, the phrase “to our knowledge,” or words of similar import, mean, as to matters of fact, that, to the waiver by actual knowledge of the attorneys within our firm principally responsible for the preparation of the Loan Documents, but without any party independent factual investigation or verification of any defensekind, rights, privileges or benefit to the extent such waiver is made to a greater extent than would be permitted by applicable lawmatters are factually correct. 7. We express no opinion on (i) federal securities laws and regulations and state “Blue Sky” laws and regulations, (ii) federal and state antitrust and unfair competition laws and regulations, (iii) compliance with fiduciary duty requirements, (iv) the statutes, codes and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and political subdivisions and judicial decisions to the extent they deal with any of the foregoing; and (v) federal and state environmental, land use, subdivision, tax, intellectual property, racketeering, federal banking laws and regulations, health and safety, ERISA and labor and employment laws and regulations. August 31, 2018 This opinion letter is limited to the matters stated herein and may not be relied on by you for any other purpose, and no opinion is implied or may be inferred beyond the matters expressly stated. The opinions expressed in this opinion letter are based upon the law facts in existence and laws in effect on the date hereof and we expressly disclaim any obligation to update, revise, or supplement our opinions herein, regardless of whether changes in such facts or laws come to our attention after the facts delivery hereof. 8. We do not opine as to enforceability of any provision in existence as of the date hereof and the express terms of the Transaction Documents, and we assume no obligation Documents under California law to revise or supplement this opinion letter should (i) such law be changed by legislative action, judicial decision, or otherwise; (ii) such facts be changed or the occurrence or non-occurrence of any event after the date hereof; or (iii) modification of or deviation from the currently express terms of the Transaction Documents. No one other than the Agent and the Lenders identified on the first page of this opinion shall be entitled to rely on the opinions expressed herein; provided, extent that this opinion letter may be relied upon by any Person that becomes a Lender, as that term is defined in the Credit Agreement, pursuant to an assignment that is made and consented to in accordance with the express provisions of Sections 10.06 or 10.13 of the Credit Agreement, on the condition and understanding that (i) we have no responsibility or obligation to consider the applicability or correctness of this opinion letter to any party other than its addressee, (ii) any such reliance by a future assignee must be actual and reasonable under provision purports to waive the circumstances existing at the time of assignment and (iii) the knowledge of the addressee with respect to matters addressed in this opinion letter as of the date hereof shall be imputed to all future assignees of an interest in any of the Transaction Documents. This opinion letter is being delivered to you based on the understanding that neither this opinion letter nor its contents may be published, communicated or otherwise be made available, in whole or in part, to any other Person without, in each instance, our specific prior written consent, which consent may be withheld in our sole and absolute discretion; provided that the Agent or a Lender may furnish copies of this opinion letter (a) to your accountants and to bank auditors and examiners, in each case in connection with their audit and review activities, (b) to the National Association of Insurance Commissioners and (c) in response right to a court order or otherwise in connection with a legal proceeding arising out of the transactions contemplated by the Transaction Documents. This opinion letter is not intended to be employed in any transaction other than this transaction and the opinions herein should not be relied upon in connection with any subsequent modification of the Transaction Documentsjury trial. 9. We disclaim any responsibility to advise you of changed facts, laws or circumstances which hereafter may be brought to our attention. Sincerely, [Xxxxx and Xxxxxx L.L.P.] August 31, 2018 Bank of America, N.A., as Administrative Agent for the Lenders party to the Amended Credit Agreement (defined below), and the Lenders under the Amended Credit AgreementAgency ManagementMail Code: WA3-132-01-01Houghton Banking Xxxxxx00000 XX 00xx XxxxxxXxxxxxxx, Xxxxxxxxxx 00000 Ladies and Gentlemen: We have acted as special Ohio counsel to Diagnostic Hybrids, Inc., an Ohio corporation (“DHI”), in connection with the Amended and Restated Credit Agreement (the “Amended Credit Agreement”), dated as of even date herewith, by and among Quidel Corporation, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). This express no opinion is being delivered to you pursuant to Section 4.01(a)(vii) of the Amended Credit Agreement. Capitalized terms used herein, which are not otherwise defined or referenced herein, shall have the same meanings given to them in the Amended Credit Agreement. Uncapitalized terms used herein that are defined in Article 9 (and other Articles made applicable by Article 9) of the Uniform Commercial Code, as enacted in the State of Ohio (the “Ohio Code”), Chapter 1309 of the Ohio Revised Code (“R.C.”), have the meanings specified in the Ohio Code unless otherwise defined herein. In connection with this opinion, we have examined and relied on originals or copies of executed counterparts of the following documents: (i) the Amended Credit Agreement; (ii) the Reaffirmation Agreement, dated as of even date herewith, by and among the Borrower, DHI and the other Subsidiary Grantors (as defined in the Security Agreement (as defined below)) and the Administrative Agent on behalf of the Secured Parties (as defined in the Security Agreement) (the “Reaffirmation Agreement”); (iii) the Guaranty Agreement, dated October 6, 2017, by and among the Borrower, DHI and the other Guarantors (as defined in the Guaranty) party thereto and the Administrative Agent, on behalf of itself and the other Guarantied Parties (as defined in the Guaranty) (the “Guaranty”); (iv) the Credit Agreement, dated October 6, 2017, by and among the Borrower, the Lenders from time to time party thereto and the Administrative Agent (the “Original Credit Agreement”); (v) the Security Agreement, dated October 6, 2017, by and among the Borrower, DHI and the other Subsidiary Grantors party thereto, and the Administrative Agent (the “Security Agreement”); and (vi) the Uniform Commercial Code financing statement filed on October [__], 2017 in the office of the Secretary of State of the State of Ohio in favor of the Administrative Agent and attached hereto as Exhibit A (the “Financing Statement”). The Amended Credit Agreement and the Reaffirmation Agreement are hereinafter collectively referred to as the “New Loan Documents”. The New Loan Documents, the Guaranty and the Security Agreement are hereinafter collectively referred to as the “Loan Documents”. We have made such examination of the laws of the State of Ohio as we deemed relevant for the purpose of expressing our opinions. We have also examined (a) a copy of a certificate issued by the Secretary of State of the State of Ohio and dated August [__], 2018 with respect to the good standing validity and enforceability of DHI, a copy of which is attached hereto as Exhibit B (the “Good Standing Certificate”), (b) a certified copy of the articles of incorporation of DHI issued by the Secretary of State of the State of Ohio and dated August [__], 2018, a copy of which is attached hereto as Exhibit C (the “Articles”), (c) the code of regulations of DHI (the “Regulations”), (d) resolutions of the Board of Directors of DHI (the “Resolutions”, and the Resolutions collectively with the Articles and the Regulations, the “Governing Documents”), (e) an executed Certificate of an officer of DHI, dated as of the date hereof, in favor of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, certifying, among other things, the completeness, accuracy and continuing effectiveness of the Governing Documents (the “Officer’s Certificate”) and (f) such records of DHI and such agreements, certificates of public officials, certificates of officers indemnification or other representatives of DHI and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinions set forth herein. We have relied solely upon the examinations and inquiries recited herein and, except for the examinations and inquiries recited herein, we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn. Without limiting the generality of the foregoing, we have made no examination of the character, organization, activities, or authority of the Administrative Agent which might have any effect upon our opinions expressed herein, and we have neither examined, nor do we opine upon, any provision or matter contribution provisions to the extent they purport to provide indemnity against (or contribution in respect of) any violation by the examination indemnified party of any state or federal securities laws or regulations, or against the gross negligence, willful misconduct, or illegal acts of the indemnified party, or release such party from the consequences thereof, or with respect to provisions purporting to waive access to legal or equitable remedies or defenses (including proper jurisdiction, venue and forum non conveniens). Further, we express no opinion would require a financial, mathematical with respect to the validity or accounting calculation or determinationenforceability of any provisions to the extent that they purport to grant any power of attorney.

Qualifications and Limitations. The opinions set forth above are subject to the following qualifications and limitations: 1. The opinion expressed in Paragraph B.1 above as to the valid existence and good standing of the Borrower and the Delaware Guarantor is based solely on our review of the Good Standing Certificates, copies of which have been made available to you and your counsel, and our opinion with respect to such matters is rendered as of the date of such certificates and limited accordingly. 2. The opinions are subject to and may be limited by (i) applicable bankruptcy, insolvency, liquidation, fraudulent conveyance or transfer, moratorium, reorganization or other similar laws affecting creditors’ rights generally; (ii) general equitable principles and rules of law governing specific performance, estoppel, waiver, injunctive relief and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity), and the discretion of any court before which a proceeding may be brought; (iii) duties and standards of good faith, reasonableness and fair dealing imposed on creditors and parties to contracts; (iv) the limitation in certain circumstances of provisions imposing liquidated damages, or increases in interest rates upon delinquency in payment or the occurrence of a default to the extent constituting a penalty; (v) a court determination that any fees payable pursuant to a provision requiring the payment of attorneys’ fees is reasonable; and (vi) applicable laws and interpretations which may affect the validity and enforceability of certain waivers, procedures, remedies and other provisions of the Subject Transaction Documents, which limitations, however, do not, in our opinion, make the remedies provided for therein inadequate for the practical realization of the principal benefits intended to be provided thereby (subject to the other qualifications expressed herein and except for the economic consequences of any judicial, administrative or other procedural delay that may result from such laws or interpretations). 3. We express no opinion as to the validity, binding effect or enforceability of any provision of any Subject Transaction Document: (i) that purports to grant any right of set-off with respect to any contingent or unmatured obligation; (ii) that is governed by the terms of any two or more provisions that conflict with or contradict each other; (iii) insofar as such provision relates provisions relate to the subject matter jurisdiction of a court to adjudicate a controversy or personal jurisdiction over the parties; (iv) that waives waive inconvenient forum or any similar provision; (v) that excludes, limits or waives the liability of any party for its own negligence, fault or intentional misconduct; (vi) that indemnifies a party for the indemnified party’s own negligence, fault or misconduct; (vii) that indemnifies a party for the indemnified party’s failure to comply with limitations or requirements of applicable law; (viii) providing for the right to injunctive relief without a showing of irreparable harm; (ix) requiring the payment of attorneys’ fees and expenses expenses, in an amount in excess of reasonable August 31, 2018 attorneys’ fees and expenses actually incurred; (x) governed in whole or in part by reference to any document other than the Subject Transaction Documents; (xi) providing that a guarantor is liable as a primary, rather than secondary, obligation; (xii) that purports to grant any power of attorney; or (xiii) purporting to waive defenses. We express no opinion on any agreement, document or other instrument other than the Subject Documents (the “Other Documents”), regardless of whether such agreement, document or instrument is referenced in, secured by, or a condition of or requirement pursuant to the Subject Documents; or any term, condition or provision of or referenced in any of the Subject Documents that are governed in whole or in part by reference to any of the Other Documents. In addition, certain of the remedial provisions of the Subject Transaction Documents may be further limited or rendered unenforceable by other applicable laws or judicially adopted principles which, in our judgment, judgment do not make the remedies provided for therein (taken as a whole) inadequate for the practical realization of the principal benefits purported to be afforded thereby (except for the economic consequences of procedural delay). 4. With respect to our opinion regarding the validity, binding effect or enforceability of any agreement or obligation of any of the Loan Parties, we have assumed that each party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to any Loan Party regarding matters of the law of the States of New York, Arizona or California, or the federal law of the United States of America that in our experience normally would be applicable to general business entities with respect to such agreement or obligation). 5. We express no opinion herein regarding priority or, except as expressly provided herein, perfection of any security interest or other lien or encumbrance under any applicable state, federal or foreign law, statute, regulation or registration system. We express no opinion as to the Existing Security Interest or the priority of any liens or security interests except as exclusively provided herein. 6. We express no opinion as to compliance by any Loan Party with any financial covenants or negative lien provisions contained in any Specified Contract. We express no opinion as to the waiver by any party of any defense, rights, privileges or benefit to the extent such waiver is made to a greater extent than would be permitted by applicable law. 7. We express no opinion on (i) federal securities laws and regulations and state “Blue Sky” laws and regulations, (ii) federal and state antitrust and unfair competition laws and regulations, (iii) compliance with fiduciary duty requirements, (iv) the statutes, codes and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and political subdivisions and judicial decisions to the extent they deal with any of the foregoing; and (v) federal and state environmental, land use, subdivision, tax, intellectual property, racketeering, federal banking laws and regulations, health and safety, ERISA and labor and employment laws and regulations. August 31, 2018 This opinion letter is limited to the matters stated herein and may not be relied on by you for any other purpose, and no opinion is implied or may be inferred beyond the matters expressly stated. The opinions expressed in this opinion letter are based upon the law in effect on the date hereof and the facts in existence as of the date hereof and the express terms of the Transaction Documents, and we assume no obligation to revise or supplement this opinion letter should (i) such law be changed by legislative action, judicial decision, or otherwise; (ii) such facts be changed or the occurrence or non-occurrence of any event after the date hereof; or (iii) modification of or deviation from the currently express terms of the Transaction Documents. No one other than the Agent and the Lenders identified on the first page of this opinion shall be entitled to rely on the opinions expressed herein; provided, that this opinion letter may be relied upon by any Person that becomes a Lender, as that term is defined in the Credit Agreement, pursuant to an assignment that is made and consented to in accordance with the express provisions of Sections 10.06 or 10.13 of the Credit Agreement, on the condition and understanding that (i) we have no responsibility or obligation to consider the applicability or correctness of this opinion letter to any party other than its addressee, (ii) any such reliance by a future assignee must be actual and reasonable under the circumstances existing at the time of assignment and (iii) the knowledge of the addressee with respect to matters addressed in this opinion letter as of the date hereof shall be imputed to all future assignees of an interest in any of the Transaction Documents. This opinion letter is being delivered to you based on the understanding that neither this opinion letter nor its contents may be published, communicated or otherwise be made available, in whole or in part, to any other Person person without, in each instance, our specific prior written consent, which consent may be withheld in our sole and absolute discretion; provided that the Agent or a Lender may furnish copies of this opinion letter (a) to your accountants and to bank auditors and examiners, in each case in connection with their audit and review activities, (b) to the National Association of Insurance Commissioners and (c) in response to a court order or otherwise in connection with a legal proceeding arising out of the transactions contemplated by the Transaction Documents. This opinion letter is not intended to be employed in any transaction other than this transaction and the opinions herein should not be relied upon in connection with any subsequent modification of the Transaction Documents. We disclaim any responsibility to advise you of changed facts, laws or circumstances which hereafter may be brought to our attention. Sincerely, [Xxxxx and Xxxxxx L.L.P.] August 31October 6, 2018 2017 Page 6 October 6, 2017 Bank of America, N.A., as Administrative Agent for the Lenders party to the Amended Credit Agreement (defined below), and the Lenders under the Amended Credit AgreementAgency ManagementMail Code: WA3-132-01-01Houghton Banking Xxxxxx00000 XX 00xx XxxxxxXxxxxxxx, Xxxxxxxxxx 00000 Ladies and Gentlemen: We have acted as special Ohio counsel to Diagnostic Hybrids, Inc., an Ohio corporation (“DHI”), in connection with the Amended and Restated Credit Agreement (the “Amended Credit Agreement”), dated as of even date herewith, by and among Quidel Corporation, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). This opinion is being delivered to you pursuant to Section 4.01(a)(vii) of the Amended Credit Agreement. Capitalized terms used herein, which are not otherwise defined or referenced herein, shall have the same meanings given to them in the Amended Credit Agreement. Uncapitalized terms used herein that are defined in Article 9 (and other Articles made applicable by Article 9) of the Uniform Commercial Code, as enacted in the State of Ohio (the “Ohio Code”), Chapter 1309 of the Ohio Revised Code (“R.C.”), have the meanings specified in the Ohio Code unless otherwise defined herein. In connection with this opinion, we have examined and relied on originals or copies of executed counterparts of the following documents: (i) the Amended Credit Agreement; (ii) the Reaffirmation Security Agreement, dated as of even date herewith, by and among the Borrower, DHI and the other Subsidiary Grantors (as defined in the Security Agreement (as defined below)Agreement) party thereto, and the Administrative Agent on behalf of the Secured Parties (as defined in the Security Agreement) (the “Reaffirmation Security Agreement”); (iii) the Guaranty Agreement, dated October 6, 2017of even date herewith, by and among the Borrower, DHI and the other Guarantors (as defined in the Guaranty) party thereto and the Administrative Agent, on behalf of itself and the other Guarantied Parties (as defined in the Guaranty) (the “Guaranty”); (iv) the Credit AgreementGrant of Trademark Security Interest, dated October 6of even date herewith, 2017made by DHI in favor of the Administrative Agent, by and among the Borrower, the Lenders from time to time party thereto on behalf of itself and the Administrative Agent other Secured Parties (as defined therein) (the “Original Credit Agreement”); (v) the Security Agreement, dated October 6, 2017, by and among the Borrower, DHI and the other Subsidiary Grantors party thereto, and the Administrative Agent (the “Intellectual Property Security Agreement”); and (viv) the Uniform Commercial Code financing statement to be filed on October [__], 2017 in the office of the Secretary of State of the State of Ohio in favor of the Administrative Agent and in the form attached hereto as Exhibit A (the “Financing Statement”). The Amended Credit Agreement Security Agreement, the Guaranty and the Reaffirmation Intellectual Property Security Agreement are hereinafter collectively referred to as the “New Loan Collateral Documents”. The New Loan Documents, the Guaranty Credit Agreement and the Security Agreement Collateral Documents are hereinafter collectively referred to as the “Loan Documents”. We have made such examination of the laws of the State of Ohio as we deemed relevant for the purpose of expressing our opinions. We have also examined (a) a copy of a certificate issued by the Secretary of State of the State of Ohio and dated August [__]September 29, 2018 2017 with respect to the good standing of DHI, a copy of which is attached hereto as Exhibit B (the “Good Standing Certificate”), (b) a certified copy of the articles of incorporation of DHI issued by the Secretary of State of the State of Ohio and dated August [__]September 26, 20182017, a copy of which is attached hereto as Exhibit C (the “Articles”), (c) the code of regulations of DHI (the “Regulations”), (d) resolutions of the Board of Directors of DHI (the “Resolutions”, and the Resolutions collectively with the Articles and the Regulations, the “Governing Documents”), (e) an executed Certificate of an officer of DHI, dated as of the date hereof, in favor of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, certifying, among other things, the completeness, accuracy and continuing effectiveness of the Governing Documents (the “Officer’s Certificate”) and (f) such records of DHI and such agreements, certificates of public officials, certificates of officers or other representatives of DHI and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinions set forth herein. We have relied solely upon the examinations and inquiries recited herein and, except for the examinations and inquiries recited herein, we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn. Without limiting the generality of the foregoing, we have made no examination of the character, organization, activities, or authority of the Administrative Agent which might have any effect upon our opinions expressed herein, and we have neither examined, nor do we opine upon, any provision or matter to the extent the examination or opinion would require a financial, mathematical or accounting calculation or determination.

Qualifications and Limitations. The In addition to any exceptions, qualifications and assumptions noted above, the foregoing opinions set forth above are subject to the following exceptions, qualifications and limitationsassumptions: 1. The (a) Our opinion expressed in Paragraph B.1 above as is limited to the valid existence and good standing laws of the Borrower State as presently written and the Delaware Guarantor is based solely on our interpreted; we have not made a review of the Good Standing Certificates, copies laws of which have been made available to you and your counselany other jurisdiction, and we express no opinions concerning such laws or whether such laws may apply. For the purposes of our opinion, we have assumed, with your consent, that the State Documents will be governed in their entirety by the laws of the State. (b) This opinion with respect to such matters is rendered speaks only as of the date hereof, and we undertake no obligation to advise you of such certificates and limited accordinglylegal or factual changes affecting this opinion that occur after the date of this letter. 2. The (c) Our opinions are subject to and may be limited by (i) the effects of applicable bankruptcy, insolvency, liquidationreorganization, receivership, moratorium and other similar laws in effect from time to time affecting the rights and remedies of creditors generally, including, without limitation, fraudulent conveyance laws and judicially developed doctrines relevant to any of the foregoing laws. (d) Our opinions are subject to the effect of general principles of equity, including, without limitation, limitations on the availability of equitable remedies and concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or transferat law). (e) The availability or enforceability of particular remedies (including all self-help remedies, moratoriumrights to injunctions, reorganization specific performance, or appointment of a receiver, custodian or trustee) and waivers in the State Documents may be limited by equitable principles or applicable laws, rules, regulations, court decisions and constitutional requirements in and of the State, but the inclusion of such remedial provisions will not, in our judgment, render any of the State Documents invalid as a whole, or materially interfere with the exercise of the foreclosure remedies normally used by secured lenders in the State, other than by delay resulting from the application of such laws and principles. (f) A court of equity could enjoin Collateral Agent from foreclosing its liens or security interests or enforcing its remedies under the State Documents by reason of any unconscionable or inequitable conduct on Collateral Agent’s part, or if there are equitable defenses, defenses arising from Collateral Agent’s failure to act in accordance with the terms and provisions of the State Documents or other similar course of conduct, defenses arising as a consequence of the expiration of any period of limitation of actions, or defenses arising out of the doctrine of laches. Deutsche Bank Trust Company of Americas January 29, 2010 Page 7 of 10 (g) Certain provisions of the State Documents may be unenforceable as against public policy to the extent that they (i) may require indemnification for liabilities under the provisions of any federal or state securities laws affecting creditors’ rights generallyor with respect to the action, inaction, neglect or conduct of the indemnified party or its representatives or Collateral Agent; (ii) general equitable principles and rules purport to confer, waive or consent to venue or the jurisdiction of law governing specific performanceany court; (iii) attempt to establish evidentiary standards to be applied in litigation or similar proceedings; (iv) purport to indemnify a party with respect to its own, estoppelor its representatives’ or Collateral Agent’s, waiveraction, injunctive relief and other inaction, neglect or conduct; or (v) restrict access to courts or to legal or equitable remedies (regardless including waivers of whether enforcement is sought in the right to trial by jury). (h) We express no opinion as to the enforceability of any waiver under the State Documents or any consent thereunder relating to the rights of Grantor or duties owing to Grantor that exist as a proceeding at law matter of law, except to the extent that Grantor may so waive or in equity)consent as a matter of law, or any provisions of the State Documents that purport to grant to or limit rights of persons who are not parties to the relevant State Documents. (i) Enforceability of the State Documents may also be limited as follows: (i) the award and the amount of attorneys’ fees are subject to the discretion of any the court before which a any proceeding involving such State Documents may be brought; (iiiii) duties and standards of good faith, reasonableness and fair dealing imposed on creditors and parties to contracts; (iv) the limitation in certain circumstances of provisions imposing liquidated damages, or increases in interest rates upon delinquency in payment or the occurrence of a default notwithstanding any waiver therein to the extent constituting contrary, actual notice to Grantor and the opportunity for a penalty; (v) judicial hearing may be a court determination that any fees payable pursuant condition precedent to a provision requiring the payment exercise of attorneys’ fees is reasonablecertain remedies by Collateral Agent; and (viiii) applicable laws and interpretations which may affect notwithstanding stipulations to the validity and enforceability contrary in any agreement, the issuance of certain waiversa decree for specific performance or an injunction, proceduresor the appointment of a receiver, remedies and other provisions of the Subject Documentscustodian, which limitationstrustee, however, do not, in our opinion, make the remedies provided for therein inadequate for the practical realization of the principal benefits intended to liquidator or conservator will be provided thereby (subject to the other qualifications expressed herein discretion of the court requested to issue any such decree or injunction, and except for we express no opinion on the economic consequences question of any judicial, administrative or other procedural delay that may result from whether such laws or interpretations)equitable remedies would be available. 3. (j) We express no opinion as to the validity, binding effect or enforceability of any provision of any Subject Document: (i) in the State Documents that purports to grant permit Collateral Agent or any right of set-off with respect other person to any contingent sell or unmatured obligation; (ii) that is governed by the terms otherwise dispose of any two or more provisions that conflict property subject thereto except in compliance with or contradict each other; (iii) insofar as such provision relates to the subject matter jurisdiction of a court to adjudicate a controversy or personal jurisdiction over the parties; (iv) that waives inconvenient forum or any similar provision; (v) that excludesTennessee UCC, limits or waives the liability of any party for its own negligence, fault or intentional misconduct; (vi) that indemnifies a party for the indemnified party’s own negligence, fault or misconduct; (vii) that indemnifies a party for the indemnified party’s failure to comply with limitations or requirements of applicable law; (viii) providing for the right to injunctive relief without a showing of irreparable harm; (ix) requiring the payment of attorneys’ fees and expenses in an amount in excess of reasonable August 31, 2018 attorneys’ fees and expenses actually incurred; (x) governed in whole or in part by reference to any document other than the Subject Documents; (xi) providing that a guarantor is liable as a primary, rather than secondary, obligation; (xii) that purports to grant any power of attorney; or (xiii) purporting to waive defenses. We express no opinion on any agreement, document or other instrument other than the Subject Documents (the “Other Documents”), regardless of whether such agreement, document or instrument is referenced in, secured by, or a condition of or requirement pursuant to the Subject Documents; or any term, condition or provision of or referenced in any of the Subject Documents that are governed in whole or in part by reference to any of the Other Documents. In addition, certain of the remedial provisions of the Subject Documents may be further limited or rendered unenforceable by other applicable laws or judicially adopted principles which, in our judgment, do not make the remedies provided for therein (taken as a whole) inadequate for the practical realization of the principal benefits purported to be afforded thereby (except for the economic consequences of procedural delay). 4. With respect to our opinion regarding the validity, binding effect or enforceability of any agreement or obligation of any of the Loan Parties, we have assumed that each party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to any Loan Party regarding matters of the law of the States of New York, Arizona or California, or the federal law of the United States of America that America, and other applicable state and local laws, or to impose on Collateral Agent standards for the care of collateral in our experience normally would be applicable to general business entities with respect to such agreement or obligation)Collateral Agent’s possession other than as provided in Section 9-207 of the Tennessee UCC. 5. (k) We express no opinion herein regarding priority oras to the requirements of, except as expressly provided hereineffects of, perfection or any entity’s compliance with laws or regulations related to pension laws, zoning laws, securities laws, labor laws, environmental laws, building codes, landlord/tenant laws, the Americans With Disabilities Act, and tax laws, or any related regulations. (l) Tennessee Code Annotated Section 00-00-000 provides that a surety may make written demand on the creditor, requiring the creditor to bring suit on the guaranteed debt, if the surety believes that the principal is likely to become insolvent or leave the state without paying Deutsche Bank Trust Company of any security interest or other lien or encumbrance under any applicable stateAmericas January 29, federal or foreign law2010 Page 8 of 10 the debt, statute, regulation or registration systemand that the creditor will forfeit its right to recover from the surety if the creditor does not commence a suit within thirty (30) days after such demand and diligently pursue the suit. We express no opinion as to the Existing Security Interest or the priority enforceability of any liens or security interests except as exclusively provided hereinwaiver of Grantor’s rights (if any) under such statute. 6. (m) We express no opinion concerning Grantor’s rights in or title to any of the Real Property Collateral or other real or personal property. (n) We express no opinion as to compliance the priority of the security interests or liens created or perfected by any Loan Party of the State Documents, or, except as set forth in Paragraph 7, any obligatory or non-obligatory future advances made or to be made pursuant thereto. (o) We bring to your attention that Section 9-109(d)(8) of the Tennessee UCC provides in part that Chapter 9 of the Tennessee UCC does not apply to a transfer of an interest in or claim in or under any policy of insurance, except as provided with any financial covenants or negative lien provisions contained respect to proceeds (T.C.A. § 47-9-315) and priorities in proceeds (T.C.A. § 47-9-322). (p) We express no opinion with respect to security interest in any Specified Contractdeposit accounts, escrow accounts, bank accounts or the like. (q) The effectiveness of the Fixture Financing Statement will lapse on the expiration of a period of five (5) years from the date of its filing (or from the date to which such effectiveness has been extended by a properly filed continuation statement) unless a continuation statement is properly filed within the last six (6) months of such effective period or within the sixty (60) days following the expiration of such effective period. (r) We express no opinion as to the assignment pursuant to the State Documents of contracts, rights, privileges, licenses, franchises or other properties that are non-assignable or that are subject to limitations on assignment created by applicable law or by the terms thereof. (s) We express no opinion as to the validity or enforceability of those provisions of the Deed of Trust that (i) permit adjournment of any sale without readvertising, (ii) purport to waive Grantor’s right to require a foreclosure sale by division, (iii) purport to subrogate Collateral Agent to the rights of the holders of any other liens on the Real Property Collateral or UCC Collateral, (iv) purport to provide for the institution of partial foreclosure proceedings with respect to the Real Property Collateral for a portion of the secured indebtedness then due and payable, subject to a continuing lien for the balance of the secured indebtedness not then due, (v) may be applied to require Grantor to “procure insurance for the protection of property for an amount that exceeds the replacement cost of the structures existing on the secured property at the time of the loan or extension of credit,” as construed under T.C.A. § 56-8-106, or (vi) purport to entitle Collateral Agent to receive, after any release, extinguishment, discharge or satisfaction of the indebtedness secured by the State Documents, any insurance proceeds arising from casualty events occurring prior thereto, but the inclusion of such provisions will not, in our judgment, Deutsche Bank Trust Company of Americas January 29, 2010 Page 9 of 10 render any of the State Documents invalid as a whole, or materially interfere with the exercise of the foreclosure remedies normally used by secured lenders in the State, other than by delay resulting from the application of such laws and principles. (t) We express no opinion as to the enforceability of any provision of the State Documents appointing Collateral Agent or permitting Collateral Agent to act as the agent or attorney-in-fact of any other party. (u) A change in the name, state of organization, corporate structure or address of Grantor may invalidate the Fixture Financing Statement unless an amendment thereto is timely filed showing such changes. (v) T.C.A. § 67-5-2003(h) requires the holder of a security interest to withhold from the proceeds of a sale of collateral under Chapter 9 of the Tennessee UCC an amount sufficient to satisfy any personal property taxes assessed against the debtor, and further provides that a secured party that fails to withhold such amount shall be personally liable to the local taxing authority. (w) Notwithstanding the provisions in the State Documents regarding notice of sale to be given to Grantor by mail, a court may require that the Collateral Agent make additional reasonable efforts to locate and notify the Grantor of any sale of any personal property. (x) Our opinions with respect to the perfection of any assignment of rents or leases in the Deed of Trust are based on T.C.A. § 00-00-000. Under this statute, upon proper registration (recording) in the register’s office in the Tennessee county where the real property is located, the rent assignment will be perfected as to Grantor and all third parties without the necessity of furnishing notice to Grantor or any lessee under a tenant lease, obtaining possession of the property, impounding the rents from the property, securing the appointment of a receiver, or taking any other affirmative action. We express no opinion as to the waiver continuation of the lien in proceeds from rents after collection of those proceeds by any party Grantor. Tennessee law is not clear as to, and we express no opinion as to, the extent to which the lien on rents follows the proceeds of any defensesuch rents. In order to enforce such assignment as against a tenant, rightshowever, privileges or benefit notice may be required to be given to the extent tenant; a tenant will not be required to pay to Collateral Agent any payments made by such waiver tenant to Grantor before the tenant’s receipt of such notice. The provisions of the Deed of Trust providing for an absolute assignment of rents and leases may not be enforceable under Tennessee law, but it is made to nevertheless our opinion that the assignment of rents in the Deed of Trust is enforceable as a greater extent than would be permitted by applicable lawconditional collateral assignment if it is not enforceable as an absolute assignment. 7. (y) We express no opinion on (i) federal securities laws and regulations and state “Blue Sky” laws and regulationsas to matters of usury, (ii) federal and state antitrust and unfair competition laws and regulationsinterest, (iii) compliance with fiduciary duty requirementslate charges, (iv) loan charges, loan fees or commissions, or as to prepayment premiums, prepayment penalties, termination fees, defeasance payments or the statuteslike, codes and ordinances, or as to any provisions of the administrative decisions and the rules and regulations of counties, towns, municipalities and political subdivisions and judicial decisions State Documents relating to the extent they deal with any of the foregoing; and . Origination fees, late charges, service charges or other loan fees are Deutsche Bank Trust Company of Americas January 29, 2010 Page 10 of 10 generally allowable under the case law of the State, if they are reasonable, but are subject to consideration on a case by case basis. To the extent a State court finds such charges to be unreasonable, the charges could be deemed unenforceable as a penalty or forfeiture, or the charges could be characterized as interest, and, therefore, could be considered in determining whether usury limitations have been violated. (vz) federal and state environmental, land use, subdivision, tax, intellectual property, racketeering, federal banking laws and regulations, health and safety, ERISA and labor and employment laws and regulations. August 31, 2018 This opinion letter is limited to the matters stated herein and may not be relied on by you for any other purpose, and We express no opinion is implied or may be inferred beyond the matters expressly stated. The opinions expressed in this opinion letter are based upon the law in effect on the date hereof and the facts in existence as of the date hereof and the express terms of the Transaction Documents, and we assume no obligation with respect to revise or supplement this opinion letter should (i) such law be changed by legislative action, judicial decision, or otherwise; (ii) such facts be changed or the occurrence or non-occurrence of any event after the date hereof; or (iii) modification of or deviation from the currently express terms of the Transaction Documents. No one other than the Agent and the Lenders identified on the first page of this opinion shall be entitled to rely on the opinions expressed herein; provided, that this opinion letter may be relied upon by any Person that becomes a Lender, as that term is defined in the Credit Agreement, pursuant to an assignment that is made and consented to in accordance with the express provisions of Sections 10.06 or 10.13 enforceability of the Credit Agreement, on Agreement or to the condition and understanding that (i) we have no responsibility or obligation to consider the applicability or correctness of this opinion letter to any party other than its addressee, (ii) any such reliance by a future assignee must be actual and reasonable under the circumstances existing at the time of assignment and (iii) the knowledge enforceability of the addressee with respect to matters addressed in this opinion letter as Deed of the date hereof shall be imputed to all future assignees of an interest in any of the Transaction Documents. This opinion letter is being delivered to you based on the understanding that neither this opinion letter nor its contents may be published, communicated or otherwise be made available, in whole or in part, to any other Person without, in each instance, our specific prior written consent, which consent may be withheld in our sole and absolute discretion; provided that the Agent or a Lender may furnish copies of this opinion letter (a) to your accountants and to bank auditors and examiners, in each case in connection with their audit and review activities, (b) to the National Association of Insurance Commissioners and (c) in response to a court order or otherwise in connection with a legal proceeding arising out of the transactions contemplated by the Transaction Documents. This opinion letter is not intended to be employed in any transaction other than this transaction and the opinions herein should not be relied upon in connection with any subsequent modification of the Transaction Documents. We disclaim any responsibility to advise you of changed facts, laws or circumstances which hereafter may be brought to our attention. Sincerely, [Xxxxx and Xxxxxx L.L.P.] August 31, 2018 Bank of America, N.A., as Administrative Agent for the Lenders party to the Amended Credit Agreement (defined below), and the Lenders under the Amended Credit AgreementAgency ManagementMail Code: WA3-132-01-01Houghton Banking Xxxxxx00000 XX 00xx XxxxxxXxxxxxxx, Xxxxxxxxxx 00000 Ladies and Gentlemen: We have acted as special Ohio counsel to Diagnostic Hybrids, Inc., an Ohio corporation (“DHI”), in connection with the Amended and Restated Credit Agreement (the “Amended Credit Agreement”), dated as of even date herewith, by and among Quidel Corporation, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). This opinion is being delivered to you pursuant to Section 4.01(a)(vii) of the Amended Credit Agreement. Capitalized terms used herein, which are not otherwise defined or referenced herein, shall have the same meanings given to them in the Amended Credit Agreement. Uncapitalized terms used herein that are defined in Article 9 (and other Articles made applicable by Article 9) of the Uniform Commercial Code, as enacted in the State of Ohio (the “Ohio Code”), Chapter 1309 of the Ohio Revised Code (“R.C.”), have the meanings specified in the Ohio Code unless otherwise defined herein. In connection with this opinion, we have examined and relied on originals or copies of executed counterparts of the following documents: (i) the Amended Credit Agreement; (ii) the Reaffirmation Agreement, dated as of even date herewith, by and among the Borrower, DHI and the other Subsidiary Grantors (as defined in the Security Agreement (as defined below)) and the Administrative Agent on behalf of the Secured Parties (as defined in the Security Agreement) (the “Reaffirmation Agreement”); (iii) the Guaranty Agreement, dated October 6, 2017, by and among the Borrower, DHI and the other Guarantors (as defined in the Guaranty) party thereto and the Administrative Agent, on behalf of itself and the other Guarantied Parties (as defined in the Guaranty) (the “Guaranty”); (iv) the Credit Agreement, dated October 6, 2017, by and among the Borrower, the Lenders from time to time party thereto and the Administrative Agent (the “Original Credit Agreement”); (v) the Security Agreement, dated October 6, 2017, by and among the Borrower, DHI and the other Subsidiary Grantors party thereto, and the Administrative Agent (the “Security Agreement”); and (vi) the Uniform Commercial Code financing statement filed on October [__], 2017 in the office of the Secretary of State of the State of Ohio in favor of the Administrative Agent and attached hereto as Exhibit A (the “Financing Statement”). The Amended Credit Agreement and the Reaffirmation Agreement are hereinafter collectively referred to as the “New Loan Documents”. The New Loan Documents, the Guaranty and the Security Agreement are hereinafter collectively referred to as the “Loan Documents”. We have made such examination of the laws of the State of Ohio as we deemed relevant for the purpose of expressing our opinions. We have also examined (a) a copy of a certificate issued by the Secretary of State of the State of Ohio and dated August [__], 2018 with respect to the good standing of DHI, a copy of which is attached hereto as Exhibit B (the “Good Standing Certificate”), (b) a certified copy of the articles of incorporation of DHI issued by the Secretary of State of the State of Ohio and dated August [__], 2018, a copy of which is attached hereto as Exhibit C (the “Articles”), (c) the code of regulations of DHI (the “Regulations”), (d) resolutions of the Board of Directors of DHI (the “Resolutions”, and the Resolutions collectively with the Articles and the Regulations, the “Governing Documents”), (e) an executed Certificate of an officer of DHI, dated as of the date hereof, in favor of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, certifying, among other things, the completeness, accuracy and continuing effectiveness of the Governing Documents (the “Officer’s Certificate”) and (f) such records of DHI and such agreements, certificates of public officials, certificates of officers or other representatives of DHI and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinions set forth herein. We have relied solely upon the examinations and inquiries recited herein and, except for the examinations and inquiries recited herein, we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn. Without limiting the generality of the foregoing, we have made no examination of the character, organization, activities, or authority of the Administrative Agent which might have any effect upon our opinions expressed herein, and we have neither examined, nor do we opine upon, any provision or matter Trust to the extent the examination or opinion would require a financial, mathematical or accounting calculation or determinationCredit Agreement is incorporated therein.