Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600Agreement and Plan of Merger • July 29th, 2009 • Thoratec Corp • Electromedical & electrotherapeutic apparatus
Re: Agreement and Plan of Merger by and among HeartWare International, Inc., Thoratec Corporation, Thomas Merger Sub I, Inc. and Thomas Merger Sub II, Inc., dated as of February 12, 2009
FORM OF OPINION TO BE DELIVERED ONLY IF THE STOCK VALUE CONDITION IS MET AND THE TRANSACTION IS TO BE STRUCTURED AS A REORGANIZATION [LATHAM & WATKINS LLP LETTERHEAD] [Date] Thoratec Corporation 6035 Stoneridge Drive Pleasanton, California 94588Merger Agreement • July 29th, 2009 • Thoratec Corp • Electromedical & electrotherapeutic apparatus
Re: Agreement and Plan of Merger by and among HeartWare International, Inc., Thoratec Corporation, Thomas Merger Sub I, Inc. and Thomas Merger Sub II, Inc., dated as of February 12, 2009
FORM OF OPINION THAT IS A CLOSING CONDITION TO THE MERGER AGREEMENT IF THE STOCK VALUE CONDITION IS SATISFIED AND THE TRANSACTION IS STRUCTURED TO QUALIFY AS A REORGANIZATION [SHEARMAN & STERLING LLP LETTERHEAD] [Date]Merger Agreement • July 29th, 2009 • Thoratec Corp • Electromedical & electrotherapeutic apparatus
Re: Agreement and Plan of Merger by and among Thoratec Corporation, Thomas Merger Sub I, Inc., Thomas Merger Sub II, Inc., and HeartWare International, Inc., dated as of February 12, 2009
