Exhibit 8.1
[LETTERHEAD OF XXXXXX GODWARD LLP]
December 18, 1998
Arterial Vascular Engineering, Inc.
0000 Xxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
RE: AGREEMENT AND PLAN OF MERGER BY AND AMONG MEDTRONIC, INC., MAV MERGER
CORP., AND ARTERIAL VASCULAR ENGINEERING, INC. DATED AS OF NOVEMBER 29,
1998
Ladies and Gentlemen:
You have requested our opinion as to certain United States federal income tax
consequences of the merger (the "Merger") of MAV Merger Corp. ("Merger
Subsidiary"), a Delaware corporation and a wholly-owned subsidiary of Medtronic,
Inc. ("Parent"), a Minnesota corporation, with and into Arterial Vascular
Engineering, Inc. (the "Company"), a Delaware corporation. The Merger is being
consummated pursuant to the Agreement and Plan of Merger by and among Parent,
Merger Subsidiary, and the Company dated as of November 29, 1998 (the "Merger
Agreement"). Unless otherwise defined, capitalized terms used herein have the
meanings assigned to them in the Merger Agreement.
In connection with rendering our opinion, we have reviewed the Merger Agreement,
including the Exhibits thereto, the Proxy Statement/Prospectus constituting part
of the Registration Statement on Form S-4 filed by Parent with the Securities
and Exchange Commission on December 18, 1998, and such other documents and
corporate records as we have deemed necessary or appropriate as a basis
therefor. We have assumed that the representations and warranties contained in
the Merger Agreement were true, correct and complete when made and will continue
to be true, correct and complete through the Effective Time, and that the
parties have complied with and, if applicable, will continue to comply with the
covenants contained in the Merger Agreement. We also have assumed that
statements as to factual matters contained in the Proxy Statement/Prospectus are
true, correct, and complete and will continue to be true, correct, and complete
through the Effective Time. Finally, we have relied on the representations made
by Parent and the Company in tax certificates provided to us dated December 18,
1998, and we have assumed that such representations will continue to be true,
correct, and complete through the Effective Time.
Based upon the foregoing, in reliance thereon and subject thereto, and based
upon the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury
Regulations promulgated thereunder, judicial decisions, revenue rulings and
revenue procedures of the Internal Revenue
XXXXXX GODWARD LLP
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Arterial Vascular Engineering, Inc.
December 18, 1998
Page Two
Service, and other administrative pronouncements, all as in effect on the date
hereof, and assuming that the Merger and related transactions will be
consummated in accordance with the terms of the Merger Agreement, it is our
opinion that the Merger will qualify as a reorganization within the meaning of
Section 368(a) of the Code, and that each of Parent, Merger Subsidiary, and the
Company will be a party to such reorganization within the meaning of Section
368(b) of the Code. Furthermore, we hereby confirm that the discussion set forth
under the caption "The Merger--Certain Federal Income Tax Consequences" in the
Proxy Statement/Prospectus, insofar as such discussion constitutes statements of
United States federal income tax law or legal conclusions, subject to the
assumptions, limitations, and qualifications set forth therein, accurately
reflects our opinion of the material United States federal income tax
consequences of the Merger.
No opinion is expressed as to any matter not specifically addressed above,
including the accuracy of the representations or reasonableness of the
assumptions relied upon by us in rendering the opinion set forth above. Our
opinion is based on current United States federal income tax law and
administrative practice and we do not undertake to advise you as to any future
changes in United States federal income tax law or administrative practice that
may affect our opinion unless we are specifically retained to do so. We consent
to the use of this opinion as an Exhibit to the Proxy Statement/Prospectus, and
to the references to Xxxxxx Godward LLP under the captions "The Merger--Certain
Federal Income Tax Consequences" and "Legal Matters" in the Proxy
Statement/Prospectus.
Very truly yours,
/s/ Xxxx X. Xxxxxx III
Xxxx X. Xxxxxx III
WBM:DP
