August 13, 2001 ZiaSun Technologies, Inc. 665 San Rodolfo Drive, Suite 120 Solana Beach, CA 90275 Re: Agreement and Plan of Merger, dated May 3, 2001 between ZiaSun Technologies, Inc. and Telescan, Inc. Ladies and Gentlemen: We have acted as counsel...Investools Inc • August 14th, 2001
We have acted as counsel to ZiaSun Technologies, Inc., a Nevada corporation ("ZiaSun") in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated as of May 3, 2001, between Telescan, Inc. ("Telescan"), a Delaware corporation, and ZiaSun, pursuant to which ZiaSun and Telescan organized INVESTools, a Delaware corporation ("INVESTools"), ZiaSun Merger Sub, a Nevada corporation and a wholly owned subsidiary of INVESTools ("ZiaSun Merger Sub"), shall be merged with and into ZiaSun with ZiaSun surviving as a subsidiary of INVESTools (the "ZiaSun Merger"), and Telescan Merger Sub, organized as a Delaware corporation and a wholly owned subsidiary of INVESTools ("Telescan Merger Sub"), shall be merged with and into Telescan with Telescan surviving as a subsidiary of INVESTools (the "Telescan Merger" and, together with the ZiaSun Merger, the "Mergers") on the terms and conditions set forth therein, the time at which the Mergers become effective being hereafter referred to
