EFFECTIVE DATE]Agreement and Plan of Merger and Reorganization • May 13th, 2004 • Ariba Inc • Services-prepackaged software
This opinion is being delivered to you pursuant to Section 7.02(c) of the Agreement and Plan of Merger and Reorganization (the “Agreement”) dated as of January 23, 2004, among Ariba, Inc., a Delaware corporation (“Ariba”), Fleet Merger Corporation, a Delaware corporation wholly-owned by Ariba (“Merger Sub”) and FreeMarkets, Inc., a Delaware corporation (“FreeMarkets”). Pursuant to the Agreement, (i) Merger Sub will merge with and into FreeMarkets, and FreeMarkets will be the surviving entity (the “Reverse Merger”), and (ii) immediately after, FreeMarkets will merge with and into Ariba, and Ariba will be the surviving entity (the “Second Step Merger,” and collectively with the Reverse Merger, the “Merger”).
