Extract to table

No other corporate proceedings on the part of Halcyon or Merger Sub are necessary to authorize the execution, delivery, and performance of the Transaction Documents or to consummate the Merger and the other transactions contemplated by the Merger Agreement, other than the filing of a Certificate of Merger with the Secretary of State of the State of Delaware as required by Section 251 of the DGCL, which filing shall occur at or prior to the Effective Time in accordance with the terms of the Merger Agreement

In particular, and without limitation, this Opinion may not be relied upon by any stockholder, creditor, or affiliate of any party to the Merger Agreement, by any financing source, or by any other third party, and the delivery of this Opinion to any such person shall not create any attorney-client relationship between Calderwood & Harkness LLP and any such person, nor shall it give rise to any duties or obligations of Calderwood & Harkness LLP to any such person