LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]Secure Computing Corp • August 28th, 2003 • Computer peripheral equipment, nec
This opinion is being delivered to you in connection with (i) the Agreement and Plan of Merger (the “Agreement”) dated as of July 28, 2003, between Secure Computing Corporation, a Delaware corporation (“Parent”), Nitro Acquisition Corp., a Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and N2H2, Inc., a Washington corporation (“Target”), and (ii) the preparation and filing with the Securities and Exchange Commission of a Form S-4 Registration Statement relating to the Merger (the “Registration Statement”). Pursuant to the Agreement, Merger Sub will merge with and into Target (the “Merger”), and Target will become a wholly owned subsidiary of Parent.
