LATHAM & WATKINS LLP LETTERHEAD]Agreement and Plan of Merger and Reorganization • September 28th, 2004 • Virologic Inc • In vitro & in vivo diagnostic substances
We have acted as counsel to ACLARA BioSciences, Inc., a Delaware corporation (“ACLARA”), in connection with (1) the proposed merger of Apollo Acquisition Sub, Inc., a Delaware corporation (“Merger Sub I”) and a wholly owned subsidiary of ViroLogic, Inc., a Delaware corporation (“ViroLogic”), with and into ACLARA (“Merger I”), and (2) immediately following the effectiveness of Merger I, a merger of ACLARA with and into Apollo Merger Subsidiary, LLC, a Delaware limited liability company (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”) and a wholly owned subsidiary of ViroLogic (“Merger II,” and together with Merger I, the “Transaction”), pursuant to an Agreement and Plan of Merger and Reorganization by and among ViroLogic, the Merger Subs and ACLARA dated as of May 28, 2004 (the “Merger Agreement”), the Delaware General Corporation Law and the Delaware Limited Liability Company Act. This opinion is being delivered in connection with ViroLogic’s Registration Statement
