November 5, 2007 URS Corporation 600 Montgomery Street, 26th Floor San Francisco, California 94111 Re: Agreement and Plan of Merger by and among URS Corporation, Elk Merger Corporation, Bear Merger Sub, Inc. and Washington Group International, Inc.,...Merger Agreement • November 6th, 2007 • Urs Corp /New/ • Services-engineering services
We have acted as counsel to URS Corporation, a Delaware corporation ( “Parent”), in connection with (1) the proposed merger (the “First Step Merger”) of Elk Merger Corporation, a Delaware corporation wholly-owned by Parent (“Merger Sub 1”) with and into Washington Group International, Inc., a Delaware corporation (the “Company”), in accordance with the Delaware General Corporation Law (the “DGCL”), with the Company as the surviving corporation, and (2) immediately following the effectiveness of the First Step Merger, the proposed merger of the Company with and into Bear Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub 2”), in accordance with the DGCL, with Merger Sub 2 as the surviving corporation (the “Second Step Merger” and, together with the First Step Merger, the “Transaction”), pursuant to the Agreement and Plan of Merger dated as of May 27, 2007, by and among Parent, Merger Sub 1, Merger Sub 2 and the Company (as amended as of the date
