10 March 2015

MR. JUAN DE LA CRUZ

1234 Mendiola Street
Manila

Dear Mr. De la Cruz,

You requested our opinion on whether you can collect your separation pay, unpaid wages and other unpaid benefits
from ABC Corporation (ABC) after the latter acquired all the assets and business of your former employer XYZ
Company Inc. (XYZ), which has since closed down.

We believe there is sufficient ground to conclude that the sale of all assets and business of XYZ to ABC is not in good
faith, and ABC must assume all the liabilities of XYZ including the obligation to pay your separation pau, unpaid
wages and other unpaid benefits.

You inform us that XYZ is a Philippine Company in the business of making furniture for export. Your employment
records show that you were a painter at XYZ’s finishing section for 18 years, when your employment was terminated
on March 3, 2011, allegedly because your services were no longer needed after XYZ acquired an automatic painting
machine. Your dismissal was found to be unlawful by the National Labor Relations Commission in a Decision dated
January 17, 2009, but pending its execution, all the business and assets of XYZ were sold to and acquired by ABC.

You likewise inform us that after ABC acquired all the equipment, plant site, and machines of XYZ, ABC continued
the furniture making business of XYZ and served the pending export orders of XYZ. You also confirm that ABC has
reemployed 70% of all the former employees of XYZ without loss of seniority or benefits.

Finally, we have examined the available records of the Securities and Exchange Commission and found that ABC
was incorporated by the same owners of XYZ in February 25, 2007, and the principal officers of the two are the
same.

The Concept of De Facto Merger

Discussion (facts and law)

The Liability of a Transferee of an On-going Concern

Discussion (facts and law)

Based on the foregoing, it is our opinion that ABC Corporation should held liable to pay your separation pay, unpaid
wages and other benefits as successor-in-interest of XYZ Company, Inc.

It is our further advice that you file in the labor case where you obtained a favorable judgment a motion for the
execution of the judgment to be enforced by levy by the sheriff on such assets and properties transferred by XYZ to
ABC as may be sufficient to pay the judgment in your favor. These properties may be sold on auction and the
proceeds of any sale paid to satisfy your claims.

We trust that you find the foregoing helpful. Should you require our further assistance, please do not hesitate to let us
know.

Very truly yours,

ATTY. ABE O. GADO

For the Firm