Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600Thoratec Corp • July 29th, 2009 • Electromedical & electrotherapeutic apparatus
Re: Agreement and Plan of Merger by and among HeartWare International, Inc., Thoratec Corporation, Thomas Merger Sub I, Inc. and Thomas Merger Sub II, Inc., dated as of February 12, 2009
FORM OF OPINION TO BE DELIVERED ONLY IF THE STOCK VALUE CONDITION IS MET AND THE TRANSACTION IS TO BE STRUCTURED AS A REORGANIZATION [LATHAM & WATKINS LLP LETTERHEAD] [Date] Thoratec Corporation 6035 Stoneridge Drive Pleasanton, California 94588Thoratec Corp • July 29th, 2009 • Electromedical & electrotherapeutic apparatus
Re: Agreement and Plan of Merger by and among HeartWare International, Inc., Thoratec Corporation, Thomas Merger Sub I, Inc. and Thomas Merger Sub II, Inc., dated as of February 12, 2009
FORM OF OPINION THAT IS A CLOSING CONDITION TO THE MERGER AGREEMENT IF THE STOCK VALUE CONDITION IS SATISFIED AND THE TRANSACTION IS STRUCTURED TO QUALIFY AS A REORGANIZATION [SHEARMAN & STERLING LLP LETTERHEAD] [Date]Thoratec Corp • July 29th, 2009 • Electromedical & electrotherapeutic apparatus
Re: Agreement and Plan of Merger by and among Thoratec Corporation, Thomas Merger Sub I, Inc., Thomas Merger Sub II, Inc., and HeartWare International, Inc., dated as of February 12, 2009
