Contract analysis

1. DEFINED TERMS AND DOCUMENTS EXAMINED 1.1 Defined Terms As used in this opinion letter, the following terms have the meanings indicated: "Bylaws" means the Amended and Restated Bylaws of the Company, as currently in effect. "Company" means Genome Dx Therapeutics Inc., a Delaware corporation. "Disclosure Schedules" means the disclosure schedules delivered by the Company to the Purchasers in connection with the Purch

2. ASSUMPTIONS In rendering the opinions set forth herein, we have, with your consent and without independent investigation or verification, assumed the following: (a) All signatures on documents examined by us are genuine, and all documents submitted to us as originals are authentic and complete. All documents submitted to us as copies, whether certified or uncertified, conform in all material respects to the origin

3. OPINIONS Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section 4 below, we are of the opinion that: Opinion 3.1 — Due Organization and Good Standing (Delaware) The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon our review of th

4. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are subject to the following qualifications and limitations: 4.1 Scope of Law Covered The opinions expressed in this opinion letter are limited solely to the federal laws of the United States of America, the General Corporation Law of the State of Delaware (Title 8, Chapter 1 of the Delaware Code), and the laws of the State of California, in each case as

5. RELIANCE AND OTHER MATTERS 5.1 Reliance This opinion letter is furnished solely to the Purchasers, and is solely for the benefit of the Purchasers, in connection with the transactions contemplated by the Purchase Agreement. This opinion letter may not be relied upon by, quoted to, or delivered to any other person or entity, or used for any other purpose, without our prior express written consent in each instance.