Exhibit 8.2
[LETTERHEAD OF XXXXXX, XXXXX & XXXXXXX LLP]
May 25, 2001
Cambridge Technology Partners (Massachusetts), Inc.
Eight Cambridge Center
Cambridge, Massachusetts 02142
Ladies and Gentlemen:
Pursuant to the Agreement and Plan of Reorganization dated as of March 12, 2001
and amended as of May 24, 2001 (the "Agreement") by and among Novell, Inc., a
Delaware corporation ("Parent"), Ceres Neptune Acquisition Corp., a Delaware
corporation and wholly-owned transitory merger subsidiary of Parent ("Merger
Sub"), and Cambridge Technology Partners (Massachusetts), Inc., a Delaware
corporation (the "Company"), Merger Sub is to merge with and into the Company,
with the Company surviving (the "Merger"). Capitalized terms not otherwise
defined in this opinion have the meanings ascribed to such terms in the
Agreement.
We have acted as legal counsel to Company in connection with the Merger and in
that connection you have requested our opinion regarding certain federal income
tax consequences of the Merger. As such, and for the purpose of rendering our
opinion, we have examined and are relying upon (without any independent
investigation or review thereof) the truth and accuracy, at all relevant times,
of the statements, covenants, representations and warranties contained in the
following documents (the "Documents"):
1. The Agreement;
2. The registration statement of Parent on Form S-4 (No. 333-59326) filed with
the Securities and Exchange Commission with respect to the Parent Common
Stock to be issued to the shareholders of the Company in connection with
the Merger (the "Registration Statement") and the proxy
statement/prospectus included the Registration Statement (the "Proxy
Statement/Prospectus");
3. The representations made to us by Parent in its letter to us dated May 25,
2001 (the "Parent Tax Certificate");
4. The representations made to us by the Company in its letter to us dated May
25, 2001 (the "Company Tax Certificate"); and
5. Such other instruments and documents related to the formation, organization
and operation of Parent, Merger Sub and the Company and to the consummation
of the Merger as we have deemed necessary or appropriate for purposes of
our opinion.
For purposes of this opinion, we have assumed, with your permission and without
independent investigation, that (i) the Merger will be consummated in the manner
contemplated by the Proxy Statement/Prospectus and in accordance with the
provisions of the Agreement without the waiver of any conditions to any party's
obligation to effect the Merger, (ii) original documents (including signatures)
are authentic, (iii) documents submitted to us as copies conform to the original
documents, (iv) there has been (or will be by the date of the Merger) due
execution and delivery of all documents where due execution and delivery are
prerequisites to the effectiveness of those documents and (v) the Merger will be
effective under applicable state law.
Furthermore, as to certain facts material to our opinion that we did not
independently establish or verify, we have relied, with your permission, upon
the accuracy of statements and representations of officers of the Parent and the
Company contained in the Parent Tax Certificate and the Company Tax Certificate
and have assumed, with your permission and without independent investigation,
that, as to all matters in which a person or entity making a representation has
represented that such person or entity or a related party is not a party to,
does not have, or is not aware of, any plan, intention, understanding or
agreement to take action, there is in fact no plan, intention, understanding or
agreement and such action will not be taken.
Based on the facts and assumptions specified herein and the statements,
covenants, representations and warranties contained in the Documents, and on the
Internal Revenue Code of 1986, as amended (the "Code"), the regulations
promulgated thereunder, and judicial and administrative interpretations thereof,
all in effect as of today's date, it is our opinion that the discussion
contained in the Registration Statement under the caption "The Merger --
Material U.S. federal income tax consequences of the merger," subject to the
limitations, qualifications and assumptions described therein, sets forth the
material United States federal income tax considerations applicable to the
Company's stockholders in the Merger.
Our opinion expressed herein is based upon existing law, regulations,
administrative pronouncements and judicial authority, all as in effect as of
today's date. It represents our best legal judgment as to the matters addressed
herein, but is not binding on the Internal Revenue Service or the courts.
Accordingly, no assurance can be given that the opinion expressed herein, if
contested, would be sustained by a court. Furthermore, the authorities upon
which we rely may be changed at any time with retroactive effect. No assurances
can be given as to the effect of any such change on our opinion. If any of the
facts and assumptions pertinent to the federal income tax treatment of the
Merger specified herein or any of the statements, covenants, representations or
warranties contained in the Documents are, or later become inaccurate, please
advise us so that we may consider the effect, if any, on our opinion. In
addition, our opinion is limited to the
tax matters specifically covered hereby, and we have not been asked to address,
nor have we addressed, any other tax consequences of the Merger or any other
transactions.
This opinion is being provided solely for the benefit of the Company and is not
to be used, circulated, quoted or otherwise referred to for any purpose without
our express written permission. No other person or party shall be entitled to
rely on this opinion. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us in the section
captioned "The Merger -- Material U.S. federal income tax consequences of the
merger" in the Proxy Statement/Prospectus constituting a part of the
Registration Statement. In giving this consent we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
XXXXXX, XXXXX & XXXXXXX LLP
