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Exhibit 8.1
[XXXXXX XXXXXXX XXXXXXXX & XXXXXX XXXXXXXXXX]
October 28, 1998
Sanmina Corporation
000 Xxxx Xxxxxxx Xxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
This opinion is being delivered to you in accordance with Section
6.3(d) of the Amended and Restated Agreement and Plan of Merger dated as of
September 2, 1998 (the "Merger Agreement") by and among Sanmina Corporation, a
Delaware corporation ("Sanmina"), SANM Acquisition Subsidiary, Inc., a
Massachusetts corporation and wholly-owned subsidiary of Sanmina ("Merger Sub")
and Altron Incorporated, a Massachusetts corporation ("Altron"). Pursuant to the
terms of the Merger Agreement, Merger Sub will merge with and into Altron (the
"Merger"), and Altron will become a wholly-owned subsidiary of Sanmina.
Except as otherwise provided, capitalized terms used but not defined
herein shall have the meanings set forth in the Merger 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 Sanmina 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):
1. the Merger Agreement;
2. those certain tax representation letters dated October 28,
1998 delivered to us by Sanmina, Xxxxxx Sub and Altron
containing certain representations of Sanmina, Merger Sub and
Altron (the "Tax Representation Letters");
3. The Registration Statement on Form S-4 filed which contains a
joint proxy statement/prospectus Altron and Sanmina (the
"Registration Statement"); and
4. such other instruments and documents related to the formation,
organization and operation of Sanmina, Merger Sub and Altron
and related to the consummation of the Merger and the other
transactions contemplated by the Merger Agreement as we have
deemed necessary or appropriate.
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Sanmina Corporation
October 28, 1998
Page 2
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that:
a. 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;
b. All representations, warranties and statements made or agreed
to by Sanmina, Merger Sub and Altron, their managements,
employees, officers, directors and shareholders in connection
with the Merger, including, but not limited to, those set
forth in the Merger Agreement (including the exhibits
thereto) and the Tax Representation Letters are true and
accurate at all relevant times;
c. All covenants contained in the Merger Agreement (including
exhibits thereto) and the Tax Representation Letters are
performed without waiver or breach of any material provision
thereof;
d. Any representation or statement made "to the best of
knowledge" or similarly qualified is correct without such
qualification; and
e. The opinion, dated October 28, 1998, from Xxxxxxxx, Xxxxxxx &
Xxxxxxx, A Professional Corporation, to Altron in satisfaction
of Section 6.2(c) of the Merger 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 to your request for our opinion on this specific matter of
federal income tax law, you have asked us to review the discussion of federal
income tax consequences contained in the Registration Statement. We have
reviewed the discussion entitled "THE MERGER -- Material Federal Income Tax
Consequences" contained in the Registration Statement and are of the opinion
that the discussion in paragraphs (a) through (e) thereof fairly presents the
material federal income tax consequences to Sanmina, Altron, and Xxxxxx's
shareholders as a result of the Merger.
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 Merger Agreement. In addition, no opinion is expressed as to
any federal income tax consequence of the Merger or the other transactions
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Sanmina Corporation
October 28, 1998
Page 3
contemplated by the Merger 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 Merger Agreement, or as to any other transaction whatsoever,
including the Merger, if all of the transactions described in the Merger
Agreement are not consummated in accordance with the terms of the Merger
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 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 for the purpose of being
included as an exhibit to the Registration Statement and satisfying the
conditions set forth in Section 6.3(d) of the Merger Agreement. This opinion has
been delivered by us in our capacity as counsel to Sanmina. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and to
the use of our name in the Registration Statement under "THE MERGER -- Material
Federal Income Tax Consequences" and "Legal Matters."
Very truly yours,
/s/ Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
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XXXXXX XXXXXXX XXXXXXXX & XXXXXX
Professional Corporation
