MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD]Jag Media Holdings Inc • December 7th, 2007 • Services-business services, nec
Pursuant to the Agreement and Plan of Merger dated as of December 27, 2005 by and among JAG Media Holdings, Inc., a Nevada corporation (“Parent”), Cryptometrics Acquisition, Inc. a Delaware corporation (“Merger Sub”), Cryptometrics, Inc., a Delaware corporation (the “Company”) and certain other persons, as amended by the amendments thereto dated January 24, 2007, February 26, 2007, April 2, 2007, April 20, 2007, May 11, 2007, May 18, 2007, June 15, 2007, July 16, 2007, August 16, 2007 and November 7, 2007 (as so amended, the “Agreement”), Merger Sub is to merge with and into the Company with the Company surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
