Teledyne Technologies (TDY) S-4/ARegistration of securities issued in business combination transactions (amended)

(A) All information contained in each of the Reviewed Documents we have examined and upon which we have relied in connection with the preparation of this opinion is accurate and completely describes all material facts relevant to our opinion, (B) all copies are accurate, (C) all signatures are genuine, and (D) all the Reviewed Documents have been or will be, as the case may be, timely and properly executed.

Except as otherwise provided, capitalized terms used but not herein defined have the meaning ascribed to them in the Merger Agreement. Unless otherwise noted, all “Section” references contained herein refer to sections of the Internal Revenue Code of 1986, as amended.

There will have been, by the Effective Time, or at such other time as contemplated in the Merger Agreement, due execution and delivery of all documents, where due execution and delivery are prerequisites to the effectiveness thereof.

To the extent relevant to our opinion, all representations, warranties, and statements made or agreed to by Parent, Merger Sub I, Merger Sub II, the Company, and their respective managers, employees, officers, directors, and stockholders in in the Reviewed Documents, have been and will continue to be true, complete, and accurate in all respects; any representation or statement made in the Tax Certificates “to the knowledge,” of any person(s) or party(ies)—or similarly qualified—is true, correct, and complete, as if made without such qualification; and with regard to any representation or statement made in the Tax Certificates regarding a person(s) plan or intention, the facts will be consistent with the relevant plan or intention.

The Merger Agreement is valid and binding in accordance with its terms. The Mergers will be consummated in accordance with the Merger Agreement (including satisfaction of all pre-closing covenants and conditions to the obligations of the parties (other than the delivery of this opinion), without amendment, waiver, or breach thereof, except for any waiver or modification that does not cause any of the statements and representations stated in the Tax Certificates not to be true, correct, and complete) and in accordance with the Delaware General Corporation Law (the “DGCL”).

Each of the Company, Parent and Merger Sub II will comply with all reporting obligations with respect to the Merger required under the Code and the Treasury Regulations thereunder.

The opinion set forth in this letter is based on relevant current provisions of the Code, the Treasury Regulations thereunder (including proposed and temporary Treasury Regulations), and interpretations of the foregoing as expressed in court decisions, applicable legislative history, and the administrative rulings and practices of the IRS, including its practices and policies in issuing private letter rulings, which are not binding on the IRS except with respect to a taxpayer that receives such a ruling, all as of the date hereof. These provisions and interpretations are subject to change by the IRS, Congress, and the courts (as applicable), which change may or may not be retroactive in effect and which might result in material modifications of our opinion. Our opinion does not foreclose the possibility of a contrary determination by the IRS or a court of competent jurisdiction, nor of a contrary position taken by the IRS or the Treasury Department in regulations or rulings issued in the future. In this

This letter addresses only the specific tax opinion set forth above. Our opinion does not address any other U.S. federal, state, local, or non-U.S. tax consequences that will or may result from the Mergers.

Our opinions set forth herein are based upon, among other things, the description of the contemplated transactions (including the Mergers) as set forth in the Merger Agreement. No opinion is expressed as to any transaction other than those set forth in the Merger Agreement, or to any transaction whatsoever, including the Mergers, unless all the transactions described in the Merger Agreement (or otherwise contemplated in connection with the Mergers) have been consummated in accordance with the terms of the Merger Agreement (and also without amendment, waiver, or breach of any provision thereof except for any waiver or modification that does not cause any of the statements and representations stated in the Tax Certificates not to be true, correct, and complete), and also unless all of the representations, warranties, statements, and assumptions upon which we have relied are true, complete, and accurate at all times. In the event that the actual facts relating to any aspect of the transactions contemplated by the Merger Agreement differ from the terms of the Merger Agreement (without amendment, waiver, or breach of any provision thereof, except for any waiver or modification that does not cause any of the statements and representations stated in the Tax Certificates not to be true, correct, and complete), or if any one of the representations, warranties, statements, or assumptions upon which we have relied to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon.