Exhibit 5.2
[Simpson Thacher Letterhead]
June 9, 2000
PE Corporation
761 Main Avenue
Norwalk, Connecticut 06859
Ladies and Gentlemen:
We have acted as counsel to PE Corporation, a Delaware
corporation ("PE"), in connection with Post-Effective Amendment No. 1 on Form
S-8 to the Registration Statement on Form S-4 (Registration No. 333-35080) of
PE (the "Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to
shares (the "Shares") of PE Corporation - Celera Genomics Group Common Stock,
par value $.01 per share, of PE to be issued by PE pursuant to the Paracel,
Inc. Stock Option Plan (the "Plan") of Paracel, Inc., a California
corporation ("Paracel") such Plan of Paracel to be assumed by PE pursuant to
the Agreement and Plan of Merger, dated as of March 20, 2000 (the "Merger
Agreement"), among PE, Paracel and Umbrella Acquisition Corp., a wholly-owned
subsidiary of PE.
We have examined the Plan and the Merger Agreement. In
addition, we have examined, and have relied as to matters of fact upon,
originals, or duplicates or certified or conformed copies, of such corporate
records, agreements, documents and other instruments and such certificates or
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comparable documents of public officials and of officers and representatives
of PE, and have made such other and further investigations, as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed
copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Shares have been
duly authorized and, upon the issuance of the Shares in accordance with the
terms of the applicable Plan and payment of the consideration, if any,
payable therefor pursuant to terms of the applicable Plan, such Shares will
be validly issued, fully paid and nonassessable.
We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the Delaware
General Corporation Law.
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We hereby consent to the filing of this opinion of counsel as
Exhibit 5.2 to the Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
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