February 22, 2001 Amended and Restated Agreement and Plan of Merger, Dated as of January 26, 2001, Among Johnson & Johnson, HP Merger Sub, Inc. and Heartport, Inc. Ladies and Gentlemen: We have acted as counsel for Johnson & Johnson, a New Jersey...Johnson & Johnson • April 18th, 2001 • Pharmaceutical preparations
We have acted as counsel for Johnson & Johnson, a New Jersey corporation ("Johnson & Johnson"), in connection with the proposed merger (the "Merger") of HP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Johnson & Johnson ("Sub"), with and into Heartport, Inc., a Delaware corporation ("Heartport"), pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of January 26, 2001, among Johnson & Johnson, Sub and Heartport (the "Merger Agreement").
