obligation of GE Subsidiary and all corporate action by GE and GE Subsidiary required to authorize the Merger has been taken, and GE and GE Subsidiary each has the corporate power to effect the Merger provided for in this Agreement and the Agreement of Merger, (vi) all authorizations, consents and approvals of all governmental agencies and authorities of the United States and the States of New York and Delaware required in order to permit consummation by GE and GE Subsidiary of the transactions contemplated by this Agreement have been obtained, and (vii) the respective Boards of Directors and stockholders of GE and GE Subsidiary have taken all action required by law, the respective certificates of incorporation and by-laws of GE and GE Subsidiary and, to the best knowledge of such counsel, all other action required to authorize the execution, delivery and performance of this Agreement by GE and this Agreement and the Agreement of Merger by GE Subsidiary. Such opinion shall also cover such other matters incident to the matters herein contemplated as Utah may reasonably request, including the form of all papers and the validity of all proceedings. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate, upon opinions of local counsel as to matters of law other than that of the United States, Delaware or New York and, as to matters of fact, upon certificates of state officials and of any officer or officers of GE provided the extent of such reliance is specified in the opinion. (j) Opinion of Corporate Counsel of GE and GE Subsidiary. Utah shall have received from Walter A. Schlotterbeck, Esq., General Counsel of GE and counsel to GE Subsidiary, an opinion, dated immediately prior to the Time of Filing, in form and substance satisfactory to Utah's counsel, Messrs. Pillsbury, Madison & Sutro, to the effect that (i) the authorized capital stock of GE consists of 2,000,000 shares of preferred stock, par value $1 per share, and 251,500,000 shares of GE Common Stock, and stating the number of shares of authorized capital stock of GE which as of December 31, 1975 were issued, that such issued shares have been duly authorized, are validly issued and (except for treasury shares) outstanding, and are fully paid and nonassessable, and stating the number of shares which were at that date held in the treasury of GE, (ii) GE is duly qualified as a foreign corporation and in good standing in each state of the United States and the District of Columbia, (iii) neither the execution and delivery by GE and GE Subsidiary of this Agreement or by GE Subsidiary of the Agreement of Merger, nor compliance with the terms and provisions of either thereof will to the best of the knowledge of such counsel conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which GE is subject, or constitute a material default thereunder, (iv) all authorizations, consents and approvals of all governmental agencies and authorities required in order to permit consummation by GE and GE Subsidiary of the transactions contemplated by this Agreement have been obtained (it being understood, however, that such counsel need not express an opinion with respect to State securities or Blue Sky laws or with respect to governmental agencies and authorities of the United States or the States of New York or Delaware) and (v) on the basis of the information which was developed in the course of the performance of the services of such counsel in connection with the Registration Statement and Proxy Statements, with respect to information relating to GE and its subsidiaries and its or their business, properties, management or securities, (A) the Registration Statement and the Prospectus, as of the effective date of the Registration Statement, appeared on their face to be appropriately responsive in all material respects to the requirements of the Securities Act, and the applicable rules and regulations of the SEC thereunder, and the Proxy Statements, as of the dates of mailing thereof, appeared on their face to be appropriately responsive in all material respects to the requirements of the Exchange Act, and the applicable rules and regulations of the SEC thereunder, (B) such counsel does not believe that the Registration Statement or Prospectus on such effective date, or Proxy Statements on such dates of mailing, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) to the best of the knowledge of such counsel, subsequent to the effective date of the Registration Statement and the dates of mailing of the Proxy Statements, on the one hand, and prior to the date of such opinion, on the other, no event, occurrence, or state of facts arose or came to light which should have been, and was not appropriately, disclosed to the respective stockholders of Utah and GE under 24 applicable federal securities laws (it being understood, however, that (1) such counsel need not assume any responsibility for any events, occurrences or states of fact relating to GE or Utah or their respective subsidiaries, businesses, properties, managements or securities, or for the accuracy, completeness or fairness of the statements contained in, or for any omissions from, the Registration Statement, Prospectus, or Proxy Statements except that such counsel shall affirmatively indicate that he is not aware of anything that would lead him to disbelieve any statements therein in respect of the Merger, this Agreement or the Agreement of Merger, and (2) such counsel need not express an opinion with respect to the financial statements or other financial or statistical data contained therein). Such opinion shall also cover such other matters incident to the matters herein contemplated as Utah may reasonably request, including the form of all papers and the validity of all proceedings. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate, upon opinions of local counsel as to matters of law other than that of the United States, Delaware or New York and, as to matters of fact, upon certificates of state officials and of any officer or officers of GE provided the extent of such reliance is specified in the opinion. (k) Pooling Condition. The condition in paragraph (1) of Section 1 of this Article V shall be satisfied. 3. Termination of Agreement and Abandonment of Merger. Anything herein to the contrary notwithstanding, this Agreement, the Agreement of Merger and the Merger contemplated hereby may be terminated at any time before the Time of Filing, whether before or after approval of this Agreement by the respective stockholders of GE, GE Subsidiary and Utah, as follows, and in no other manner: (a) Mutual Consent. By mutual consent of the Boards of Directors of GE and Utah. (b) Conditions to GE's Performance Not Met. By the Board of Directors of GE if, by October 31, 1976, the conditions set forth in Section 1 of this Article V shall not have been met. (c) Conditions to Utah's Performance Not Met. By the Board of Directors of Utah if, by October 31, 1976, the conditions set forth in Section 2 of this Article V shall not have been met. (d) Expiration Date. By the Board of Directors of either of GE or Utah if the Merger shall not have become effective by October 31, 1976, which date may be extended by mutual agreement of the Boards of Directors of GE and Utah. ? ARTICLE VI Termination Of Obligations And Waiver Of Conditions; Payment Of Expenses In the event that this Agreement shall be terminated pursuant to Section 3 of Article V hereof, all further obligations of the parties hereto under this Agreement shall terminate without further liability of any party to another and each party hereto will pay all costs and expenses incident to its negotiation and preparation of this Agreement and the Agreement of Merger and to its performance of and compliance with all agreements and conditions contained herein or therein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel, provided that the obligations of GE and Utah contained in Section 1(a) of Article IV hereof shall survive any such termination. If any of the conditions specified in Section 1 of Article V hereof has not been satisfied, GE and GE Subsidiary may nevertheless at the election of GE proceed with the transactions contemplated hereby and, if any of the conditions specified in Section 2 of Article V hereof has not been satisfied, Utah may nevertheless at its election proceed with the transactions contemplated hereby. Any such election to proceed shall be evidenced by a certificate executed on behalf of the electing party by its Chairman, one of its Vice Chairmen, its President or one of its Vice Presidents. In the event that the Merger shall be consummated each party hereto will pay all of its costs and expenses in connection therewith, including the costs and expenses referred to in the first sentence of this Article VI. Notwithstanding anything hereinabove contained, whether or not the Merger shall be consummated, GE and Utah shall divide any printing and mailing costs incurred in connection therewith in proportion to the number of stockholders of record of GE and Utah, respectively. 25