Exhibit 8.2
[Xxxxxxx, Xxxxxxx & Xxxxxxxx Xxxxxxxxxx]
August 9, 1999
Meridian Data, Inc.
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
Ladies and Gentlemen:
This opinion is being delivered to you in connection with (i) the Agreement
and Plan of Merger and Reorganization (the "Agreement") dated as of May 10,
1999, as amended by the First Amendment dated as of June 28, 1999, among
Quantum Corporation, a Delaware corporation ("Quantum"), Defiant Acquisition
Sub, Inc., a Delaware corporation ("Sub"), Meridian Data, Inc., a Delaware
corporation ("Meridian"), and Meridian Data, Inc., a California corporation,
and (ii) the preparation and filing with the Securities and Exchange Commission
of a Form S-4 Registration Statement relating to the Merger (the "Registration
Statement"). Pursuant to the Agreement, Sub will merge with and into Meridian
(the "Merger"), and Meridian will become a wholly owned subsidiary of Quantum.
Except as otherwise provided, capitalized terms referred to herein have the
meanings set forth in the Agreement. All section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").
We have acted as legal counsel to Meridian in connection with the Merger. As
such, and for the purpose of rendering this 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 (including
all schedules and exhibits thereto):
1. The Agreement;
2. The Registration Statement;
3. Tax representation letters (the "Tax Representation Letters")
delivered to us by Xxxxxxx and Meridian; and
4. Such other instruments and documents related to Quantum, Meridian and
Sub and to the consummation of the Merger and the other transactions
contemplated by the Agreement as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:
A. Original documents submitted to us (including signatures) are
authentic, documents submitted to us as copies conform to the original
documents, and there has been (or will be by the Effective Time) due
execution and delivery of all documents where due execution and delivery
are prerequisites to the effectiveness thereof;
B. The Tax Representation Letters are true in all material respects;
C. The Merger will be consummated in accordance with the Agreement
without any waiver or breach of any material provision thereof, and the
Merger will be effective under applicable state law; and
X. Xxxxxx Godward LLP has delivered an opinion substantially similar to
this opinion to Quantum and such opinion has not been withdrawn.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we
are of the opinion that the statements regarding United States federal income
tax consequences set forth in the Registration Statement under the heading
"Material Federal Income Tax Consequences," insofar as they constitute
statements of law or legal conclusions, are correct in all material respects.
We express no opinion as to any federal, state or local, foreign or other tax
consequences, other than as set forth in the Registration Statement under the
heading "Material Federal Income Tax Consequences."
In addition to the assumptions and representations described above, this
opinion is subject to the exceptions, limitations and qualifications set forth
below.
(1) This opinion represents and is based upon our best judgment regarding
the application of federal income tax laws arising under the Code, existing
judicial decisions, administrative regulations and published rulings and
procedures. Our opinion is not binding upon the Internal Revenue Service or
the courts, and there is no assurance that the Internal Revenue Service
will not successfully assert a contrary position. Furthermore, no assurance
can be given that future legislative, judicial or administrative changes,
on either a prospective or retroactive basis, will not adversely affect the
accuracy of the conclusions stated herein. Nevertheless, we undertake no
responsibility to advise you of any new developments in the application or
interpretation of the federal income tax laws.
(2) No opinion is expressed as to any transaction other than the Merger
(whether or not undertaken in connection with the Merger) or as to any
transaction whatsoever, including the Merger, if all the transactions
described in the Agreement are not consummated in accordance with the terms
of such Agreement and without waiver or breach of any material provision
thereof or if all of the representations, warranties, statements and
assumptions upon which we relied (including, without limitation, the Tax
Representation Letters of the parties referred to above) are not true and
accurate at all relevant times. In the event any one of the statements,
representations, warranties 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.
This opinion is rendered to you solely in connection with the filing of the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the references to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the federal income tax consequences of the Merger, including any
amendments to the Registration Statement. This opinion may not be relied upon
for any other purpose, and may not be made available to any other person,
without our prior written consent.
Very truly yours,
/s/ Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP
