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Exhibit 8.01
December 14, 1995
Caere Corporation
000 Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
This opinion is being delivered to you in accordance with Section 6.6(j) of the
Agreement and Plan of Merger and Reorganization dated October 9, 1995, as
amended and restated October 23, 1995 (the "Reorganization Agreement"), by and
among Caere Corporation, a Delaware corporation ("Parent"), ViewStar Acquisition
Corp., a California corporation and wholly owned subsidiary of Parent ("Merger
Sub"), ViewStar Corporation, a California corporation (the "Company") and
certain shareholders of the Company. Merger Sub will merge into the Company (the
"Merger") pursuant to the Reorganization Agreement and related Agreement of
Merger to be filed by Xxxxxx Sub and the Company with the Secretary of State of
California on the Closing Date (collectively, including the exhibits to each,
the "Agreements").
Except as otherwise provided, capitalized terms not defined herein have the
meanings set forth in the Reorganization Agreement or in certificates dated
December 14, 1995 delivered to us by Parent, Merger Sub and the Company
containing certain representations of Parent, Merger Sub and the Company (the
"Certificates of Representations"). All section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").
We have acted as counsel to Parent in connection with the Merger. As such, and
for the purpose of rendering this opinion, we have examined originals, certified
copies or copies otherwise identified to our satisfaction as being true copies
of the original of the following documents (including all exhibits and schedules
attached thereto):
(a) the Agreements;
(b) the Certificates of Representations; and
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(c) 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 and the transactions contemplated thereby as we
have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof):
1. Original documents (including signatures) are authentic,
documents submitted to us as copies conform to the original documents, and there
is (or will be prior to the Closing) due execution and delivery of all documents
where due execution and delivery are a prerequisite to the effectiveness
thereof;
2. The truth and accuracy at all relevant times, of all
representations, warranties and statements made or agreed to by Parent, Merger
Sub and the Company, their managements, employees, officers, directors and
shareholders in connection with the Merger, including but not limited to those
set forth in the Agreements (including the exhibits) and the Certificates of
Representations; and that all covenants contained in such agreements are
performed without waiver or breach of any material provision thereof; and
3. There is no plan or intention on the part of the Company's
shareholders to engage in a sale, exchange, transfer, distribution, pledge or
other disposition (including a distribution by a corporation to its
shareholders) or any transaction which would result in a reduction of risk of
ownership, or a direct or indirect disposition (a"Sale") of shares of Parent
Common Stock to be received in the Merger that would reduce the Company
shareholders' 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 capital stock of
the Company outstanding immediately prior to the consummation of the Merger.
Shares of the Company capital stock (a) with respect to which dissenters' rights
are exercised in the Merger, (b) which are exchanged for cash in lieu of
fractional shares of Parent Common Stock or (c) which are sold, redeemed or
disposed of in a transaction that is in contemplation of or related to the
Merger, shall be considered shares of capital stock of the Company which are
exchanged in the Merger for shares of Parent Common Stock which are then
disposed of pursuant to a plan.
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:
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1. The Merger will be a reorganization within the meaning of Sections
368(a)(1)(A) and 368(a)(2)(E) of the Code.
In addition, we have reviewed the discussion contained in the Prospectus/Proxy
Statement included in the Registration Statement on the Form S-4 under "THE
MERGER - Certain Federal Income Tax Matters (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 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. In addition, no opinion is
expressed as to any federal income tax consequence of the Merger 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 Agreements or to any other transaction whatsoever including the Merger if
all the transactions described in the Agreements are not consummated in
accordance with the terms of the Agreements and without waiver of any material
provision thereof. To the extent any of the representations, warranties,
statements and assumptions material to our opinion and upon which we have relied
are not complete, correct, true and accurate 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
the courts. 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 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.
Xxxxxx Goodward Xxxxxx
Xxxxxxxxx & Xxxxx
/s/ Xxxx X. Xxxxxx, III
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Xxxx X. Xxxxxx, III
