governmental agency have notified any party to this Agreement that consummation of the Merger would constitute a violation of the laws of the United States and that it intends to commence proceedings to restrain the consummation of the Merger or to force divestiture, unless such agency shall have withdrawn such notice prior to what would otherwise have been the Time of Filing. (e) Australian Trade Practices Act 1974. No action or proceeding shall have been instituted and, at what would otherwise have been the Time of Filing, remain pending under the Australian Trade Practices Act 1974 to restrain or prohibit the transactions contemplated by this Agreement nor shall any Australian governmental agency have notified any party to this Agreement that consummation of the Merger would constitute a violation of the Australian Trade Practices Act 1974 and that it intends to commence proceedings to restrain the consummation of the Merger or to force divestiture, unless such agency shall have withdrawn such notice prior to what would otherwise have been the Time of Filing. (f) Tax Ruling. GE shall have received in form and substance satisfactory to it a tax ruling from the Internal Revenue Service to the effect that: (i) the Merger constitutes a reorganization within the meaning of section 368(a)( 1) of the Code; (ii) no gain or loss will be recognized by GE, GE Subsidiary or Utah as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Utah upon the exchange of their Utah Common Stock solely for GE Common Stock (including fractional share interests to which they may be entitled); (iv) the basis of the GE Common Stock to be received by the stockholders of Utah (including any fractional share interests to which they may be entitled) will be the same as the basis of the Utah Common Stock surrendered in exchange therefor; and (v) the holding period of the GE Common Stock to be received by the stockholders of Utah (including any fractional share interests to which they may be entitled) will include the holding period of the Utah Common Stock surrendered in exchange therefor, provided that such Utah stock is held as a capital asset on the effective date of the Merger. (g) Letter of Arthur Andersen & Co. GE shall have been furnished with a letter of Arthur Andersen & Co., dated the Time of Filing, in form and substance satisfactory to GE, to the effect that: (i) it is a firm of independent public accountants with respect to Utah and its subsidiaries within the meaning of the Securities Act and the rules and regulations of the SEC thereunder; (ii) in its opinion the audited consolidated financial statements of Utah and its subsidiaries examined by it and included in the Registration Statement comply as to form in all material respects with the applicable requirements of the Securities Act and the applicable published rules and regulations of the SEC thereunder with respect to Registration Statements on Form S-14; (iii) on the basis of specified procedures (which do not constitute an examination in accordance with generally accepted auditing standards), consisting of a reading of the unaudited consolidated financial statements, if any, of Utah and its subsidiaries included in the Registration Statement and of the latest available unaudited consolidated financial statements of Utah and its subsidiaries, inquiries of officers of Utah and its subsidiaries responsible for financial and accounting matters, a reading of the minutes of meetings of stockholders, the Board of Directors and the Executive and Audit Committees of the Board of Directors of Utah and its subsidiaries, nothing has come to its attention which caused it to believe (A) that the unaudited consolidated financial statements, if any, of Utah and its subsidiaries included in the Registration Statement were not fairly presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements of Utah and its subsidiaries as of October 31, 1975, or that the unaudited gross revenues and net income amounts, if any, set forth in the Registration Statement in the paragraph following Utah 16 Management's Discussion and Analysis of the Statement of Consolidated Income were not determined on a basis substantially consistent with that of the corresponding amounts in the audited statement of consolidated income of Utah and its subsidiaries, and (B) during the period from October 31, 1975 to a date five business days prior to the Time of Filing there was any change in the capital stock or long-term debt of Utah and its subsidiaries or any decrease in consolidated net assets as compared with amounts shown in the consolidated balance sheet as of October 31, 1975, except for changes in long-term debt resulting from borrowings pursuant to bank lines of credit and other loan arrangements listed on Schedule F previously delivered by Utah to GE and other unsecured borrowings not exceeding an additional $25,000,000, or that during the period from the date of said balance sheet to said specific date there was any decrease, as compared with the corresponding period in the prior year, in consolidated net income of Utah and its subsidiaries except in all instances for changes or decreases which the preliminary Joint Proxy Statement with respect to the Merger in the form first filed with the SEC discloses have occurred or may occur, and (C) that the unaudited consolidated financial statements, if any, of Utah and its subsidiaries included in the Registration Statement do not comply as to form in all material aspects with the applicable accounting requirements of the Securities Act and the rules and regulations of the SEC thereunder. (h) Statutory Requirements. All statutory requirements for the valid consummation by Utah of the transactions contemplated by this Agreement and the Agreement of Merger shall have been fulfilled; all authorizations, consents and approvals of all federal, state, local and foreign governmental agencies and authorities required to be obtained in order to permit consummation by Utah of the transactions contemplated by this Agreement and the Agreement of Merger and to permit the businesses presently carried on by Utah and its subsidiaries and affiliates to continue unimpaired immediately following the effective time of the Merger shall have been obtained. (i) Opinion of Counsel of Utah. GE shall have received from Messrs. Pillsbury, Madison & Sutro an opinion, dated immediately prior to the Time of Filing, in form and substance satisfactory to GE's counsel, to the effect that (i) Utah and Ladd Petroleum Corporation, Utah International Finance Corp., Utah Mines Ltd., Utah Development Company ("UDC"), Utah Shippers Inc., Marcona, Marcona International, S.A. and Marcona Carriers, Ltd. (Utah's "Principal Entities") is each a corporation duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) Utah and each of its Principal Entities is duly qualified and licensed as a foreign corporation and in good standing in each jurisdiction set forth in Schedule A with reference to Utah or such subsidiary or affiliate (except that with respect to qualification in certain foreign countries designated in Schedule A such opinion may be to the best knowledge of such counsel), (iii) Utah and each of its Principal Entities has the corporate power to carry on its business as now being conducted, (iv) the authorized capital stock of Utah consists of 80,000,000 shares of common stock, par value $2 per share, and 1,000,000 shares of preferred stock without par value and stating the number of such shares which have been issued, and that such issued shares have been duly authorized, are validly issued and (except for treasury shares) outstanding, and are fully paid and nonassessable, (v) except as otherwise (but consistent with Schedule A) noted in such opinion, all of the outstanding shares of capital stock of each of the Principal Entities are directly or indirectly owned by Utah free and clear of all liens, claims, charges or encumbrances of record, all of such shares have been duly authorized, are validly issued and outstanding, and are fully paid and nonassessable, and to the best of the knowledge of such counsel neither Utah nor any of its Principal Entities is a party to or bound by any outstanding option, warrant or other right to subscribe for or purchase from Utah or any of its Principal Entities, or any plans (other than those referred to in clauses (xi) and (xii) below), contracts or commitments providing for the issuance of or the granting of rights to acquire, any capital stock of, or securities convertible into or exchangeable for capital stock of, Utah or any of its Principal Entities, (vi) this Agreement and the Agreement of Merger each has been duly executed and delivered by Utah and is the valid and binding obligation of Utah, and all corporate action by Utah required to authorize the Merger has been taken, and Utah has the corporate power to effect the Merger provided for in this Agreement and the Agreement of Merger, (vii) while such counsel have not themselves examined or reviewed, and are not familiar with, all of the agreements, contracts and 17 ?