EXHIBIT 8.2
[LETTERHEAD APPEARS HERE]
,1996
--------------------
Informed Access Systems, Inc.
000 Xxxxxxxxxxx Xxxxxxx, Xxxxx X
Xxxxxxxxxx, XX
Ladies and Gentlemen:
This opinion is being delivered to you in accordance with Section 6.1(d) of the
Agreement and Plan of Reorganization dated as of September 3, 1996 (the
"Reorganization Agreement") by and among Access Health, Inc., a Delaware
corporation ("Parent"), Access Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Parent ("Merger Sub"), and Informed Access Systems,
Inc., a Delaware corporation (the "Company"). Pursuant to the terms of the
Reorganization Agreement, Merger Sub is merging into the Company and the Company
will become a wholly-owned subsidiary of Parent.
Except as otherwise provided, capitalized terms used but not defined herein
shall have the meanings set forth in the Reorganization Agreement. All section
references, unless otherwise indicated, are to the Internal Revenue Code of
1986, as amended (the "Code").
We have acted as counsel to the Company 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 exhibits and
schedules attached thereto):
(a) the Reorganization Agreement;
(b) those certain tax representation letters dated as of
____________________, 1996 delivered to us by Parent, Merger Sub and the Company
containing certain representations of Parent, Merger Sub and the Company (the
"Tax Representation Letters");
(c) Affiliate Agreements and Affiliate/Voting Agreements executed as
of September 3, 1996 by certain stockholders of the Company (the "Affiliate
Agreements"); and
(d) such other instruments and documents related to the formation,
organization and operation of Parent, Merger Sub and the Company and related to
the consummation of the Merger
Informed Access Systems, Inc.
_____________, 1996
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and the other transactions contemplated by the Reorganization Agreement as we
have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that:
1. Original documents submitted to us (including signatures thereto)
are authentic, documents submitted to us as copies conform to the original
documents, and that all such documents have been (or will be by the Effective
Date) duly and validly executed and delivered where due execution and delivery
are a prerequisite to the effectiveness thereof;
2. All representations, warranties and statements made or agreed to
by Parent, Merger Sub and the Company, their managements, employees, officers,
directors and stockholders in connection with the Merger, including, but not
limited to, those set forth in the Reorganization Agreement (including the
exhibits thereto), the Tax Representation Letters and the Affiliates Agreements
are true and accurate at all relevant times;
3. All covenants contained in the Reorganization Agreement (including
exhibits thereto), the Tax Representation Letters and the Affiliate Agreements
are performed without waiver or breach of any material provision thereof;
4. There is no plan or intention on the part of the stockholders of
the Company to engage in a sale, exchange, transfer, distribution, pledge, or
other disposition or any transaction which results in a reduction of risk of
ownership, or a direct or indirect disposition of shares of Parent Common Stock
to be received in the Merger that would reduce the Company's stockholders'
ownership of Parent Common Stock to a number of shares having an aggregate fair
market value, as of the Effective Time, of less than fifty percent (50%) of the
aggregate fair market value of all of the Company Common Stock and Preferred
Stock ("Company Capital Stock") outstanding immediately prior to the Effective
Time. (For purposes of the preceding sentence, shares of Company Capital Stock
pursuant to which stockholders of the Company exercise dissenters' rights in the
Merger, or which are exchanged for cash in lieu of fractional shares of Parent
Common Stock or are sold, redeemed or disposed of in a transaction that is in
contemplation of or related to the Merger, shall be considered shares of the
Company Capital Stock held by stockholders of the Company immediately prior to
the Merger which are exchanged for shares of Parent Common Stock in the Merger
and then disposed of pursuant to a plan);
5. Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification; and
Informed Access Systems, Inc.
_____________, 1996
Page 3
6. The opinion, dated ____________________, 1996, from Wilson,
Sonsini, Xxxxxxxx & Xxxxxx, P.C. to Parent in satisfaction of Section 6.1(d) of
the Reorganization Agreement has been delivered and has not been withdrawn.
Based on our examination of the foregoing items and subject to the limitations,
qualifications, assumptions and caveats set forth herein, we are of the opinion
that, for federal income tax purposes, the Merger will be a reorganization
within the meaning of Section 368(a)(1) of the Code.
In addition, we have reviewed the discussion contained in the Proxy Statement
Prospectus and Consent Solicitation Statement pursuant to a Registration
Statement on Form S-4 filed with the Securities and Exchange Commission (the
"Registration Statement") under "Approval of the Merger and Related Transactions
-- Certain Federal Income Tax Considerations" (the "Tax Discussion"), and we
believe that, subject to the qualifications and limitations contained in the Tax
Discussion, the matters stated in the Tax Discussion, to the extent that they
represent matters of law or legal conclusions, are fairly presented.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger or the other transactions
contemplated by the Reorganization Agreement. In addition, no opinion is
expressed as to any federal income tax consequence of the Merger or the other
transactions contemplated by the Reorganization Agreement except as specifically
set forth herein, and this opinion may not be relied upon except with respect to
the consequences specifically discussed herein.
No opinion is expressed as to any transaction other than the Merger as described
in the Reorganization Agreement, or as to any other transaction whatsoever,
including the Merger, if all of the transactions described in the Reorganization
Agreement are not consummated in accordance with the terms of the Reorganization
Agreement and without waiver of any material provision thereof. To the extent
that any of the representations, warranties, statements and assumptions material
to our opinion and upon which we have relied are not accurate and complete in
all material respects at all relevant times, our opinion would be adversely
affected and should not be relied upon.
This opinion only represents our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
any court of law, tribunal, administrative agency or other Governmental Body.
The conclusions are based on the Code, existing judicial decisions,
administration regulations and published rulings. No assurance can be given
that future legislative, judicial or administrative changes or interpretations
would not
Informed Access Systems, Inc.
_____________, 1996
Page 4
adversely affect the accuracy of the conclusions stated herein. Nevertheless,
by rendering this opinion, we undertake no responsibility to advise you of any
new developments in the application or interpretation of the federal income tax
laws.
This opinion has been delivered to you solely for the purposes set forth in
Section 6.1(d) of the Reorganization Agreement and may not be relied upon or
utilized for any other purpose or by any other Person and may not be distributed
or otherwise made available to any other Person without our prior written
consent. However, we consent to the inclusion of this opinion as an Exhibit to
the Registration Statement, and to the reference to this firm in the Tax
Discussion.
Sincerely,
Xxxxxx Godward LLP
Xxxx X. Xxxxxx III
WBM:ekh
