VERTEX PHARMACEUTICALS INCORPORATED (a Massachusetts corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2009 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • New York
We have acted as outside counsel for the Company (as defined in the Underwriting Agreement) in connection with the preparation, execution and delivery of the Underwriting Agreement and the consummation of the transactions contemplated thereby. In connection therewith, we have examined executed originals or counterparts of the Underwriting Agreement, the Registration Statement, the Prospectus and such other documents as we have deemed necessary for purposes of this opinion.
