Danaher 2009 Annual Report Download - page 236

The documents referred to in clauses (a) and (b) above are referred to collectively as the “Credit Documents.”
In our examination of the documents described above, we have assumed the genuineness of all signatures, the legal capacity and competence of all individuals,
the completeness and accuracy of all corporate records provided to us, the authenticity of all documents submitted to us as originals, the conformity to original
documents of all copies of documents submitted to us as copies, and the authenticity of the originals of such latter documents. We have not reviewed the
corporate minute books of the Borrower.
In rendering this opinion, we have relied, as to all questions of fact material to this opinion, upon certificates of public officials and officers of the Borrower,
upon the representations made to us by one or more officers or employees of the Borrower, and upon the representations and warranties of the Borrower and the
Lenders in the Credit Documents. We have not conducted any independent investigation of, or attempted to verify independently, such factual matters. We
have not conducted a search of any electronic databases or the dockets of any court, administrative or regulatory body or agency in any jurisdiction.
For purposes of this opinion, we have assumed that (i) the Credit Documents and all other instruments executed and delivered in connection therewith have
been duly authorized, executed and delivered by all parties thereto other than the Borrower, and that all such other parties have all requisite power and
authority, and have taken all action necessary, to execute and deliver, and to perform their obligations under, the Credit Documents and all other instruments
executed and delivered in connection therewith, and (ii) no consent, approval, authorization, declaration or filing by or with any governmental commission,
board or agency is required by any party to the Credit Documents other than the Borrower for the valid execution and delivery of, and performance of their
obligations under, such documents. We have also assumed that each of the Credit Documents and all other instruments executed and delivered in connection
therewith is the valid and binding obligation of each party thereto other than the Borrower and is enforceable against such other parties in accordance with its
respective terms. We do not render any opinion as to the application of any federal or state law or regulation to the power, authority or competence of any party
to the Credit Documents other than the Borrower.
We are opining herein solely as to the state laws of the State of New York, the Delaware General Corporation Law statute, and the federal laws of the United
States of America. We express no opinion herein with respect to compliance by the Borrower with state securities or “blue sky” laws or with any state or federal
securities anti-fraud laws. We express no opinion with respect to any foreign laws, and we express no opinion as to the validity or enforceability of any Credit
Documents under the laws of any foreign jurisdiction.
The opinions expressed in paragraph 1 below, insofar as they relate to the organization, valid existence and good standing of the Borrower, are based solely
upon the certificate referred to in clause (e) above, are rendered as of the date of such certificate, and are limited accordingly. We express no opinion as to the tax
good standing of the Borrower in any jurisdiction.
We express no opinion as to the enforceability of any right to set-off against any deposit account of the Borrower maintained with any Lender to the extent that
(a) the funds on deposit in said accounts have been accepted by such Lender with an intent to apply such funds to a pre-existing claim rather than to hold
such funds subject to withdrawals in the ordinary course, (b) the set-off is directed against checks held by such Lender for collection only and not for deposit,
(c) the
Exhibit H-3
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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