Common Contracts

Shares COMPELLENT TECHNOLOGIES, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT

Underwriting Agreement • September 21st, 2007 • Compellent Technologies Inc • Services-prepackaged software • New York

• Contract Type
  Underwriting Agreement
• Filed
  September 21st, 2007
• Company
  Compellent Technologies Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  New York

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Compellent Technologies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of shares (the “Shares”) of the Common Stock (par value $0.001) of the Company (the “Common Stock”).

Shares HANSEN MEDICAL, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT

Underwriting Agreement • November 13th, 2006 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

• Contract Type
  Underwriting Agreement
• Filed
  November 13th, 2006
• Company
  Hansen Medical Inc
• Industry
  Orthopedic, prosthetic & surgical appliances & supplies
• Jurisdiction
  New York

The undersigned understands that J.P. Morgan Securities Inc. (“J.P. Morgan”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hansen Medical, Inc., a Delaware corporation (the “Company”), providing for the public offering pursuant to a registration statement on Form S-1 as filed with the U.S. Securities and Exchange Commission (the “Public Offering”) by the several Underwriters named in Schedule I to the Underwriting Agreement, including J.P. Morgan and Morgan Stanley (the “Underwriters”), of shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”).

Shares PROGRESS RAIL SERVICES, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT

Underwriting Agreement • May 2nd, 2006 • Progress Rail Services, Inc. • Transportation services • New York

• Contract Type
  Underwriting Agreement
• Filed
  May 2nd, 2006
• Company
  Progress Rail Services, Inc.
• Industry
  Transportation services
• Jurisdiction
  New York

We have acted as special counsel for Progress Rail Services, Inc., a Delaware corporation (the “Company”), in connection with the public offering and sale to the Underwriters (as defined in the Underwriting Agreement referred to herein) of shares of common stock, par value $0.01 per share (the “Shares”), of the Company. The Shares are being sold to the Underwriters pursuant to the terms of an Underwriting Agreement, dated , 2006 (the “Underwriting Agreement”), between the Company and the Underwriters. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement. This opinion is being delivered to you pursuant to Section 5(c) of the Underwriting Agreement.