March 9, 1998
Horizons Technology, Inc.
0000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000-0000
RE: FEDERAL INCOME TAX OPINION REQUIRED UNDER SECTION 9.3(b) OF THAT CERTAIN
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (THE "REORGANIZATION
AGREEMENT") DATED FEBRUARY 26, 1998, BY AND AMONG THE TITAN CORPORATION, A
DELAWARE CORPORATION ("PARENT"), Sunrise Acquisition Sub, Inc., a Delaware
corporation ("Merger Sub"), Horizons Technology, Inc., a Delaware
corporation (the "Company"), and certain stockholders of the Company.
Gentlemen:
Parent filed on March 9, 1998 with the Securities and Exchange
Commission (the "Commission") a Registration Statement (the "Registration
Statement") on Form S-4 under the Securities Act of 1933, as amended (the
"Securities Act"). The Registration Statement was filed in connection with
issuance of 3,270,000 shares of the common stock of Parent pursuant to the
merger of the Merger Sub with and into the Company (the "Merger"). Except as
otherwise indicated, capitalized terms used herein shall have the meanings
assigned to them in the Registration Statement.
Xxxxxxx & Xxxxxxxxx, a Professional Corporation (the "Firm"), has acted as
counsel to the Company in connection with the Merger. You have requested the
opinions set forth in Section I hereof regarding certain of the material federal
income tax consequences to the stockholders of the Company anticipated to result
from the Merger. Section I of this letter (the "Opinion Letter") contains the
Firm's opinion. Section II of this Opinion Letter contains limitations on the
opinion.
I. OPINION
Based upon our analysis of the applicable authorities and subject to the
limitations set forth in Section II, the Firm is of the opinion that for federal
income tax purposes, the Merger will be a reorganization within the meaning of
section 368(a) 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 issues contained in the Registration Statement. We have reviewed the
discussion entitled "Certain Federal Income Tax Matters" contained in the
Registration Statement and believe that, insofar as it relates to statements of
law and legal conclusions, is correct in all material respects.
II. LIMITATIONS
1. Except as otherwise indicated, the opinions set forth in Section I are
based upon the Code and its legislative history, the regulations promulgated
thereunder, judicial decisions and current administrative rulings and practices
of the Internal revenue Service, all as in effect on the date of this Opinion
Letter. These authorities may be amended or revoked at any time. Any such
changes may or may not be retroactive with respect to transactions entered into
or contemplated prior to such changes and could significantly alter the
conclusions reached in this Opinion Letter. There is no assurance that
legislative, judicial or administrative changes will not occur in the future.
The Firm assumes no obligation to update or modify this Opinion Letter to
reflect any developments that may occur after the date of this Opinion Letter.
2. The opinions set forth in Section I are not binding on the Internal
Revenue Service or the courts. Additionally, the Firm's opinions set forth
herein are dependent upon the accuracy of the representations contained in the
Certificates signed by officers of Parent, Merger Sub and the Company and
attached hereto as Exhibit "A". The Firm has relied upon those representations
and any inaccuracy in the representations could adversely affect the opinions
stated in Section I.
3. In connection with this Opinion Letter, the Firm has examined and is
familiar with originals or copies, certified or otherwise identified, of such
documents and records and such statues, regulations and other instruments as it
deemed necessary or advisable for the purposes of the opinions set forth herein,
including (i) the Registration Statement and (ii) the Reorganization Agreement.
The Firm has assumed that all signatures on all documents presented to it are
genuine, that all documents submitted to it as originals are accurate originals
thereof, that all information submitted to it was accurate and complete, and
that all persons executing and delivering originals or copies of documents
examined by it were competent to execute and deliver such documents.
4. The Firm is expressing its opinions only as to those matters expressly
set forth in Section I. No opinion should be inferred as to any other matters.
In addition, no opinion is expressed as to any other transaction, including the
Merger, if any 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 the Firm's opinion and upon which the Firm has relied
are not accurate and complete in all material respects at all relevant times,
the Firm's opinion would be adversely affected and should not be relied upon.
5. 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. Furthermore, this opinion only
relates to the holders of Company capital stock who hold such stock as a capital
asset. No opinion is expressed as to the federal income tax treatment that may
be relevant to a particular investor in light of personal circumstances or to
certain types of investors subject to special treatment under the federal income
tax laws (for example, life insurance companies, dealers in securities,
taxpayers subject to the alternative minimum tax, banks, tax-exempt
organizations, non-United States persons, and stockholders who acquired their
shares of company capital stock pursuant to the exercise of options or otherwise
as compensation or who hold their Company capital stock as part of straddle or
risk reduction transaction). Further, no opinion is expressed as to the federal
income tax treatment with respect to holders of warrants for Company capital
stock.
6. This Opinion Letter is issued for your benefit and the stockholders of
the Company and no other person or entity may rely hereon without the express
written consent of the Firm. This Opinion Letter may be filed as an exhibit to
the Registration Statement. Consent also is given to the reference to this firm
under the caption "Legal Opinions" in the Registration statement as having
rendered the opinion in the "U.S. Federal Income Tax Matters" section of such
Registration Statement. In giving this consent, the Firm does not thereby admit
that it comes into the category of persons whose consent is required under
section 7 of the Securities Act or the rules and regulations of the Commission
promulgated thereunder.
Respectfully submitted,
Jenkens & Xxxxxxxxx,
A Professional Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, for the Firm
