April 14, 2006 The Med-Design Corporation Ventura, CA 93003 Ladies and Gentlemen:Specialized Health Products International Inc • April 17th, 2006 • Surgical & medical instruments & apparatus
Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of November 21, 2005, as amended by the First Amendment thereto dated as of March 6, 2006 (the “Agreement”), by and among Specialized Health Products International, Inc., a Delaware corporation (“Parent”), Mammoth Acquisition Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), Mammoth Acquisition Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC”), and The Med-Design Corporation, a Delaware corporation (the “Company”), Merger Sub is to merge with and into the Company with the Company surviving (the “Merger”) and the Company, as the surviving entity in the Merger, will merge with and into LLC (the “LLC Merger”) (the Merger and the LLC Merger being herein referred to as the “Combination”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
