[logo]Applera
Corporation
761 Main Avenue
Norwalk, CT 06859-0199
December 11, 2000
Applera Corporation
761 Main Avenue
Norwalk, CT 06859-0001
Ladies and Gentlemen:
This opinion is being rendered in connection with the preparation and
filing by Applera Corporation (the "Company") of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the proposed sale of up to
2,900,000 shares (the "Shares") of Applera Corporation - Celera Genomics Group
Common Stock, par value $.01 per share (the "Common Stock"), of the Company
pursuant to the Applera Corporation/Celera Genomics Group 1999 Stock Incentive
Plan (the "Plan").
For purposes of the opinion expressed herein, I have conducted such
investigations of law and fact as I have deemed necessary or appropriate.
Based upon the foregoing, I am of the opinion that, assuming that there
shall have been compliance with the applicable provisions of the Securities Act
and of state securities or "blue sky" laws and that the consideration received
for the Shares is not less than the par value thereof, upon the issuance and
delivery of the Shares in accordance with the terms of the Plan, the Shares will
be legally issued, fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the United
States of America and the General Corporation Law of the State of Delaware, and
I am expressing no opinion as to the effect of the laws of any other
jurisdiction.
I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to me in Item 5 of the Registration
Statement, and any amendments thereto filed in connection with the Plan.
Very truly yours,
/s/ Thomas P. Livingston
Thomas P. Livingston
Secretary
