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14 June 2006
Verigy Ltd.
395 Page Mill Road
Palo Alto, California 94306
USA
Dear Sirs
Post Effective Amendment No. 1 to Registration Statement on Form S-8
- 1.
- Introduction
- (a)
- 10,300,000 Ordinary Shares (the "Incentive Shares") subject to issuance by the Company pursuant to equity awards under the Company's 2006 Equity Incentive Plan (the "Incentive Plan"); and
- (b)
- 1,700,000 Ordinary Shares (the "Purchase Shares") subject to issuance by the Company pursuant to purchase rights under the 2006 Employee Share Purchase Plan (the "Purchase Plan"),
At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") with respect to the registration under the Securities Act of an aggregate of 12,000,000 ordinary shares in the capital of the Company ("Ordinary Shares") comprising an aggregate of:
(the Incentive Shares and the Purchase Shares are collectively referred to below as the "Registration Shares").
- 2.
- Documents
- (a)
- the memorandum of association and articles of association of the Company, as amended as of 24 May 2006;
- (b)
- the minutes and resolutions of the Company's board of directors and shareholders (the "Resolutions") dated 7 June 2006 in relation to the adoption of the Incentive Plan and Purchase Plan and initial reservation of shares under these plans;
- (c)
- the Registration Statement;
- (d)
- a copy of the Incentive Plan as adopted and approved on 7 June 2006;
- (e)
- a copy of the Purchase Plan as adopted and approved on 7 June 2006; and
- (f)
- any other document that we have deemed necessary to render the opinions set forth below,
For the purpose of giving this opinion we have examined the following documents:
((c) to (f) collectively referred to as the "Documents").
- 3.
- Assumptions
- (a)
- all documents submitted to us as originals are authentic and complete;
- (b)
- all documents submitted to us in electronic form or via facsimile transmission or as photocopies or other copies of originals conform to the originals and all such originals are authentic and complete;
- (c)
- any signatures and seals on the documents reviewed by us are genuine;
For the purpose of this opinion, we have assumed (without making any investigation) that:
- (d)
- the Resolutions are a full and accurate record of resolutions passed by the board of directors and shareholders of the Company have not been amended or rescinded and are in full force and effect and no other action has been taken which may affect the validity of the Resolutions;
- (e)
- at the time of issue of any of the Registration Shares, no petition has been presented or order made by a court for the winding-up or dissolution of the Company and no other comparable process in any jurisdiction is taking place in relation to the Company;
- (f)
- there shall be subsisting a valid authority given by the shareholders of the Company to the board of directors of the Company pursuant to Section 161 of the Singapore Companies Act, Chapter 50, in respect of the issue of the Registration Shares at each time any Registration Shares are issued; and
- (g)
- the board of directors of the Company or its Compensation Committee shall before the issue of the Registration Shares resolve to approve the allotment and issue by the Company of the equity awards in accordance with the terms of the Incentive Plan or Purchase Plan, as the case may be (the "Company's Allotment Procedures").
- 4.
- Opinions
Based upon and subject to the assumptions set out in this opinion and having regard to such legal considerations as we have deemed relevant and subject to any matters not disclosed to us, we are of the opinion that the Registration Shares allotted and issued by the Company (i) pursuant to the equity awards or other rights respectively granted under the Incentive Plan and Purchase Plan, (ii) under the Company's Allotment Procedures, and (iii) represented by share certificates issued by the Company in respect of the Registration Shares, will be legally issued, fully-paid and non-assessable.
For the purposes of this opinion we have assumed that the term "non-assessable" (a term which has no recognised meaning under Singapore law) in relation to the Registration Shares to be offered means that holders of such Registration Shares, having fully paid up all amounts due on such Registration Shares, are under no further personal liability to contribute to the assets or liabilities of the Company in their capacities purely as holders of such Registration Shares.
We have made such examination of the laws of Singapore as currently applied by Singapore courts as in our judgment is necessary for the purposes of this opinion. We do not purport to be qualified to express an opinion, and we do not express any opinion, as to the laws of any jurisdiction other than Singapore. The opinions given herein are strictly limited to the matters stated in the paragraphs above and no opinion is implied or may be inferred beyond the matters expressly stated.
This opinion is governed by and shall be construed in accordance with Singapore law.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement and any amendments thereto.
Yours faithfully,
/s/ BAKER & MCKENZIE. WONG & LEOW
Baker & McKenzie. Wong & Leow