Symantec Corporation
March 8, 2019
In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of all signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents, the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed by the Company by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a Certificate of Good Standing dated March 8, 2019 issued by the Delaware Secretary of State with respect to the Company and representations and certifications made to us by the Company, including without limitation representations in an Opinion Certificate addressed to us of even date herewith that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter. We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existingDelaware General Corporation Law.
Based upon, and subject to, the foregoing, it is our opinion that:
(1) when up to 509,643 shares of Common Stock that may be issued and sold by the Company upon the exercise of stock options granted under the Plan and assumed by the Company in accordance with the terms of the Purchase Agreement, have been issued and sold by the Company against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per share) in accordance with the terms (including without limitation payment and authorization provisions) of the Plan and form[s] of award agreement[s] entered into thereunder and have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid andnon-assessable; and
(2) when up to 909,255 shares of Common Stock that may be issued by the Company upon the settlement of restricted stock units granted under the Plan and assumed by the Company in accordance with the terms of the Purchase Agreement, have been issued by the Company in accordance with the terms (including without limitation settlement and authorization provisions) of the Plan and form[s] of award agreement[s] entered into thereunder and have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid andnon-assessable.
