Exhibit 8.2
[LETTERHEAD OF XXXXXXXXX XXXXXXX XXXXX XXXXXX LLP APPEARS HERE]
June 7, 1999
X.X. Xxxxx Healthcare, Inc.
0000 X.00/xx/ Xxxxxxx, X.X. Xxx 000
Xx. Xxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
We refer to the Amended and Restated Agreement and Plan of Reorganization
("Reorganization Agreement") dated April 28, 1999, as amended and restated as of
May 27, 1999 among Amerisource Health Corporation, a Delaware corporation
("Parent"), Hawk Acquisition Corporation, a Missouri corporation and a wholly-
owned subsidiary of Parent ("Sub"), and X.X. Xxxxx Healthcare, Inc., a Missouri
corporation ("Company"), which provides for the merger ("Merger") of Sub with
and into Company, with (i) Company as the surviving corporation (the "Surviving
Corporation") and a wholly-owned subsidiary of Parent, and (ii) the common
stockholders of Company becoming stockholders of Parent, all on the terms and
conditions therein set forth, the time at which the Merger becomes effective
being hereinafter referred to as the "Effective Time of the Merger." Capitalized
terms used but not defined herein have the meanings specified in the Agreement.
As provided in the Reorganization Agreement, at the Effective Time of the
Merger shares of Company Capital Stock representing at least eighty percent
(80%) of the total combined voting power of shares of all classes of Company
Capital Stock entitled to vote and at least eighty percent (80%) of the total
number of shares of all other classes of Company Capital Stock will be exchanged
solely for shares of Parent Common Stock. An aggregate of 2,690,000 shares of
Parent Class A Common Stock may be issued to Company shareholders in connection
with the Merger, and up to 16.995 shares of Parent Common Stock will be issued
in exchange for each share of Company Capital Stock. Only whole shares of Parent
Common Stock will be issued, and any fractional shares will be rounded to the
nearest whole share.
The Merger and the Agreement are more fully described in Parent's
Registration Statement on Form S-4 (the "Registration Statement") relating to
the registration of shares of Parent Common Stock which has been filed by Parent
with the Securities and Exchange
X.X. Xxxxx Healthcare, Inc.
June 7, 1999
Page 2
Commission pursuant to the Securities Act of 1933, as amended. The Registration
Statement includes the Proxy Statement/Prospectus (the "Prospectus") of Parent
and Company.
In rendering the opinions expressed below, we have relied upon the accuracy
of the facts, information and representations and the completeness of the
covenants contained in the Agreement, the Registration Statement, the Prospectus
and such other documents as we have deemed relevant and necessary (including,
without limitation, those described above). Such opinions are conditioned, among
other things, not only upon such accuracy and completeness as of the date
hereof, but also the continuing accuracy and completeness thereof as of the
Effective Time of the Merger. Moreover, we have assumed the absence of any
change to any of such instruments between the date thereof and the Effective
Time of the Merger.
We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of all natural
persons and the conformity with original documents of all copies submitted to us
for our examination. We have further assumed that: (i) the transactions related
to the Merger or contemplated by the Reorganization Agreement will be
consummated (A) in accordance with the Reorganization Agreement and (B) as
described in the Prospectus; (ii) the Merger will qualify as a statutory merger
under the laws of the State of Missouri; and (iii) as of the date hereof, and as
of the Effective Time of the Merger (as if made as of the Effective Time of the
Merger), the written tax representations made by executives of Parent and
Company contained in the Parent Tax Representation Letter and the Company Tax
Representation Letter, respectively, each dated on or about the date hereof, are
and will be accurate in all respects, and neither Parent nor Company will have
provided written notification prior to the Effective Time of the Merger that a
statement made in the Parent Tax Representation Letter or the Company Tax
Representation Letter, respectively, is no longer accurate.
In rendering our opinions expressed below, we have considered the
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Regulations promulgated thereunder by the United States Treasury
Department (the "Regulations"), pertinent judicial authorities, rulings and
interpretations of the Internal Revenue Service and such other authorities as we
have considered relevant. It should be noted that the Code, the Regulations and
such judicial decisions, rulings, administrative interpretations and other
authorities are subject to change at any time and, in some circumstances, with
retroactive effect; and that any such change could affect the opinions stated
herein. This opinion represents our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
on any court of law, tribunal, administrative agency or other governmental
body. Furthermore, the opinions expressed below might not be applicable to
Company shareholders who, for United States federal income tax purposes, are
nonresident alien individuals, foreign corporations, foreign partnerships,
foreign trusts or foreign estates, or who acquired their
X.X. Xxxxx Healthcare, Inc.
June 7, 1999
Page 3
Company Common Stock pursuant to the exercise of employee stock options or
otherwise as compensation.
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.
Based upon and subject to the foregoing, it is our opinion, as counsel for
Company, that the Merger will be treated for federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Code.
In addition, reference is made to the statements in the Prospectus under
the caption "The Merger - Federal Income Tax Consequences," which have been
prepared or reviewed by us. It is our opinion that the statements made under the
caption "The Merger - Federal Income Tax Consequences," to the extent
constituting a discussion of matters of federal income tax law or legal
conclusions with respect thereto, are true and correct in all material respects.
Except as expressly set forth in the preceding two paragraphs, you have not
requested, and we do not herein express, any opinion concerning the tax
consequences of, or any other matters related to, the Merger.
We assume no obligation to update or supplement this letter to reflect any
facts or circumstances which may hereafter come to our attention with respect to
the opinions expressed above, including any changes in applicable law which
hereafter occur.
This opinion is provided to you only, and without our prior consent, may
not be relied upon, used, circulated, quoted or otherwise referred to in any
manner by any person, firm, governmental authority or entity whatsoever other
than reliance thereon by you. Notwithstanding the foregoing, we hereby consent
to the reference to Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx LLP in the Prospectus and to
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx LLP
Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx LLP
