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0001193125-04-119821 Sample Contracts

Form of Opinion of Haskell Slaughter Young and Rediker, LLC. as to certain tax matters [LETTERHEAD OF HASKELL SLAUGHTER YOUNG AND REDIKER, LLC]
Merger Agreement • July 19th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies

We have acted as counsel to BioHorizons Implant Systems, Inc., a Delaware corporation (the “Company”), in connection with the proposed merger (the “Merger”) of the Company with and into Encore Medical Sub, Inc., a Delaware corporation which is a wholly owned subsidiary (“Merger Sub”) of Encore Medical Corporation, a Delaware corporation (the “Parent”), pursuant to an Agreement and Plan of Merger by and among the Parent, Merger Sub, the Company and certain stockholders of the Company, dated as of May 17, 2004 (as amended, the “Merger Agreement”). This opinion is being delivered in connection with the Parent’s Registration Statement on Form S 4 relating to the proposed Merger pursuant to the Merger Agreement (the “Registration Statement”) to which this opinion appears as an exhibit. Capitalized terms not defined herein have the meanings specified in the Merger Agreement.